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DRAFT RED HERRING PROSPECTUS
Dated August 29, 2025
Please read section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
(Please scan this QR Code to view the
Draft Red Herring Prospectus)
CMR GREEN TECHNOLOGIES LIMITED
CORPORATE IDENTITY NUMBER: U00337HR2005PLC085675
REGISTERED AND CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
7th Floor, Tower 2, L & T Business Park, Srishti Saxena Email: complianceofficer@cmr.co.in www.cmr.co.in
12/4 Delhi, Mathura Road, Faridabad- 121003, Haryana, India Company Secretary and Compliance Officer Telephone: +91 129 4223050
THE PROMOTERS OF OUR COMPANY ARE MOHAN AGARWAL, PRATIBHA AGARWAL, AKSHAY AGARWAL AND RAGHAV AGARWAL
DETAILS OF THE OFFER
TYPE FRESH SIZE OF OFFER FOR TOTAL OFFER SIZE ELIGIBILITY AND SHARE RESERVATION AMONG
ISSUE SIZE SALE QIBS, NIIS & RIBS
Offer for Sale Not applicable Up to 42,890,735 Equity Up to 42,890,735 Equity Shares The Offer is being made pursuant to Regulation 6(1) of the Securities and Exchange
Shares of face value of ` 2 of face value of ` 2 each, Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
each, aggregating up to aggregating up to (“SEBI ICDR Regulations”). For details, see “Other Regulatory and Statutory
` [●] million ` [●] million Disclosures- Eligibility for the Offer” on page 498. For details of share reservation
among QIBs, NIIs and RIBs, see “Offer Structure” on page 521.
DETAILS OF THE OFFER FOR SALE BY SELLING SHAREHOLDERS
NAME OF SELLING TYPE NUMBER OF SHARES OFFERED/ WEIGHTED AVERAGE COST OF
SHAREHOLDER AMOUNT (` IN MILLION) ACQUISITION PER EQUITY SHARE (IN `)*
Mohan Agarwal PROMOTER SELLING Up to 11,265,125 Equity Shares of face value 0.01
SHAREHOLDER of ` 2 each, aggregating up to ` [●] million
Gauri Shankar Agarwala HUF PROMOTER GROUP SELLING Up to 6,466,620 Equity Shares of face value of 0.05
(through its karta) SHAREHOLDER ` 2 each, aggregating up to ` [●] million
Mohan Agarwal HUF (through its karta) PROMOTER GROUP SELLING Up to 1,980,540 Equity Shares of face value of 0.08
SHAREHOLDER ` 2 each, aggregating up to ` [●] million
Global Scrap Processors Limited INVESTOR SELLING Up to 23,178,450 Equity Shares of face value Nil
SHAREHOLDER of ` 2 each, aggregating up to ` [●] million
* As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August 29, 2025.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is `2 each. The Offer Price, Floor Price and
Cap Price as determined by our Company, in consultation with the Book Running Lead Managers (“BRLMs”) on the basis of the assessment of the 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 Offer Price” on page 133 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 of the Company 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 Offer unless they can afford to take the risk of losing their investment.
Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our
Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor
does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 44.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and
the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally, and not jointly, accepts
responsibility for and confirms only the statements and undertakings expressly and specifically made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus to the
extent of information specifically pertaining to them and their respective portion of the Offered Shares, and assumes responsibility that such statements and undertakings are true and correct
in all material respects and not misleading in any material respect. Each Selling Shareholder assumes no responsibility for any other statements, including without limitation, any and all of
the statements made by or in relation to the Company or its business or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”, and together
with NSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock Exchange shall be NSE.
BOOK RUNNING LEAD MANAGERS
NAME OF BOOK RUNNING LEAD MANAGER AND LOGO CONTACT PERSON TELEPHONE AND EMAIL
Telephone: +91 22 43320734
Rahul Wadekar
Email: cmr.ipo@equirus.com
Equirus Capital Private Limited
Telephone: +91 22 68077100
Kishan Rastogi/ Ashik Joisar
Email: cmripo@icicisecurities.com
ICICI Securities Limited
Telephone: + 91 22 71934380
Sukant Goel/ Shashank Pisat
Email: cmr.ipo@motilaloswal.com
Motilal Oswal Investment Advisors Limited
DETAILS OF REGISTRAR TO THE OFFER
NAME OF REGISTRAR AND LOGO CONTACT PERSON TELEPHONE AND EMAIL
Telephone: +91 40 6716 2222
M. Murali Krishna
Email: cmr.ipo@kfintech.com
KFin Technologies Limited
BID/OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE [●](1)
BID/OFFER OPENS ON [●]
BID/OFFER CLOSES ON [●](2)(3)
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the
Bid/ Offer Opening Date.
(2) Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5.00 pm on the Bid/Offer Closing Date.DRAFT RED HERRING PROSPECTUS
Dated August 29, 2025
Please read section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
CMR GREEN TECHNOLOGIES LIMITED
Our Company was incorporated as ‘Grand Metal Industries Private Limited’ pursuant to a certificate of incorporation dated August 23, 2005 issued by the Assistant Registrar of Companies, National
Capital Territory of Delhi and Haryana. Thereafter, pursuant to the conversion of our Company to a public limited company, the name of our Company was changed to ‘Grand Metal Industries Limited’,
and a fresh certificate of incorporation dated May 28, 2020 was issued to our Company by the Registrar of Companies, Delhi. Subsequently, our name was changed to ‘CMR Green Technologies
Limited’, and a certificate of incorporation dated August 11, 2021 was issued to our Company by the Registrar of Companies, Delhi. For further details on the changes in the name and registered office
of our Company, see “History and Certain Corporate Matters” on page 285.
Registered and Corporate Office: 7th Floor, Tower 2, L & T Business Park, 12/4 Delhi Mathura Road, Faridabad- 121003, Haryana, India; Telephone: +91 129 4223050
Contact Person: Srishti Saxena, Company Secretary and Compliance Officer; E-mail: complianceofficer@cmr.co.in
Website: www.cmr.co.in; Corporate Identity Number: U00337HR2005PLC085675
OUR PROMOTERS: MOHAN AGARWAL, PRATIBHA AGARWAL, AKSHAY AGARWAL, AND RAGHAV AGARWAL
INITIAL PUBLIC OFFERING OF UP TO 42,890,735 EQUITY SHARES OF FACE VALUE OF `2 EACH (“EQUITY SHARES”) OF CMR GREEN TECHNOLOGIES LIMITED (“COMPANY”) FOR
CASH AT A PRICE OF ` [●] PER EQUITY SHARE OF FACE VALUE OF `2 EACH (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP
TO ` [●] MILLION THROUGH AN OFFER FOR SALE OF UP TO 11,265,125 EQUITY SHARES OF FACE VALUE OF `2 EACH AGGREGATING UP TO ` [●] MILLION BY MOHAN AGARWAL
(“PROMOTER SELLING SHAREHOLDER”), UP TO 6,466,620 EQUITY SHARES OF FACE VALUE OF `2 EACH AGGREGATING UP TO ` [●] MILLION BY GAURI SHANKAR AGARWALA
HUF (THROUGH ITS KARTA), UP TO 1,980,540 EQUITY SHARES OF FACE VALUE OF `2 EACH AGGREGATING UP TO ` [●] MILLION BY MOHAN AGARWAL HUF (THROUGH ITS
KARTA) (GAURI SHANKAR AGARWALA HUF AND MOHAN AGARWAL HUF ARE COLLECTIVELY REFERRED TO AS “PROMOTER GROUP SELLING SHAREHOLDERS”) AND UP TO
23,178,450 EQUITY SHARES OF FACE VALUE OF `2 EACH AGGREGATING UP TO ` [●] MILLION BY GLOBAL SCRAP PROCESSORS LIMITED (“INVESTOR SELLING SHAREHOLDER”)
(TOGETHER, THE PROMOTER SELLING SHAREHOLDERS, THE PROMOTER GROUP SELLING SHAREHOLDERS AND INVESTOR SELLING SHAREHOLDERS ARE COLLECTIVELY
REFERRED TO AS “SELLING SHAREHOLDERS” AND SUCH OFFER FOR SALE BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE” OR THE “OFFER”). THE OFFER SHALL
CONSTITUTE [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ` 2 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID
LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED IN [●] EDITIONS OF [●] (A
WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING
THE REGIONAL LANGUAGE OF HARYANA, WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER
OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, TOGETHER WITH BSE, THE
“STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with the BRLMs may, for reasons to be recorded in writing, extend the Bid/ Offer Period
for a minimum of one Working Day, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by
notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the BRLMs and at the terminals of the members of the Syndicate and by intimation to
Designated Intermediaries and the Sponsor Bank(s), as applicable.
This Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations, as amended. The Offer 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 Offer shall be available for allocation on a proportionate basis
to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”), provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis
(“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, 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 the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added
to the remaining QIB Portion (other than the Anchor Investor Portion) (“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 QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above
the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders (“Non-Institutional Portion”) and not less than 35% of the Net Offer shall be available for
allocation to Retail Individual Bidders (“Retail Portion”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer 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 Non-Institutional Portion shall be available for allocation to Bidders with an
application size of more than `0.20 million and up to `1.00 million; and (ii) two-third of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than `1.00 million,
provided that the unsubscribed portion in either of the aforementioned sub-categories of Non-Institutional Portion may be allocated to applicants in the other sub-category of Non-Institutional Portion. All Bidders,
other than Anchor Investors, are mandatorily required to participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as
defined hereinafter) and UPI ID in case of UPI Bidders (as defined hereinafter), as applicable), pursuant to which their corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”)
or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA
Process. For details, see “Offer Procedure” on page 525.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is `2 each. The Offer Price, Floor Price and Cap Price as determined by
our Company, in consultation with the Book Running Lead Managers (“BRLMs”) on the basis of the assessment of the 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 Offer Price” on page 133 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 of the Company 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 Offer unless they can afford to take the risk of losing their investment. Investors are advised
to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks
involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this
Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 44.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material
in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect. Each of the Selling Shareholders, severally, and not jointly, accepts responsibility for and confirms only the statements and undertakings expressly and specifically made
or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares, and assumes responsibility
that such statements and undertakings are true and correct in all material respects and not misleading in any material respect. Each Selling Shareholder assumes no responsibility for any other statements, including
without limitation, any and all of the statements made by or in relation to the Company or its business or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus
LISTING
The Equity Shares to be offered 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 the listing of
the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, [●] shall be the Designated Stock Exchange. A signed 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 details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus
until the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 618.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Equirus Capital Private Limited ICICI Securities Limited Motilal Oswal Investment Advisors Limited KFin Technologies Limited
12th Floor, C Wing, Marathon Futurex, ICICI Venture House, Appasaheb Marathe Marg, Motilal Oswal Tower, Rahimtullah Sayani Road, Selenium Building, Tower-B, Plot No. 31 & 32,
N M Joshi Marg, Lower Parel, Prabhadevi, Mumbai- 400025, Opposite Parel ST Depot, Prabhadevi, Financial District, Nanakramguda,
Mumbai- 400013, Maharashtra, India Maharashtra, India Mumbai- 400025, Maharashtra, India Serilingampally, Hyderabad,
Telephone: +91 22 43320734 Telephone: +91 22 68077100 Telephone: + 91 22 71934380 Rangareddi- 500032, Telangana, India
Email: cmr.ipo@equirus.com Email: cmripo@icicisecurities.com Email: cmr.ipo@motilaloswal.com Telephone: +91 40 67162222
Investor grievance email: Investor grievance email: Investor grievance email: Email: cmr.ipo@kfintech.com
investorsgrievance@equirus.com customercare@icicisecurities.com moiaplredressal@motilaloswal.com Website: www.kfintech.com
Website: www.equirus.com Website: www.icicisecurities.com Website: www.motilaloswalgroup.com Investor Grievance E-mail: einward.ris@kfintech.com
Contact Person: Rahul Wadekar Contact person: Kishan Rastogi/ Ashik Joisar Contact Person: Sukant Goel / Shashank Pisat Contact Person: M. Murali Krishna
SEBI Registration Number: INM000011286 SEBI registration number: INM000011179 SEBI Registration Number: INM000011005 SEBI Registration No. INR000000221
BID / OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE [●](1)
BID / OFFER OPENS ON [●]
BID / OFFER CLOSES ON [●](2)(3)
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/ Offer Opening Date.
(2) Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5.00 pm on the Bid/Offer Closing DateTABLE OF CONTENTS
SECTION I - GENERAL ............................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ................................................................................................................... 2
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY
OF PRESENTATION ................................................................................................................................................ 19
FORWARD-LOOKING STATEMENTS .................................................................................................................. 23
SUMMARY OF THE OFFER DOCUMENT ............................................................................................................ 25
SECTION II – RISK FACTORS ................................................................................................................................. 44
SECTION III – INTRODUCTION ............................................................................................................................. 95
THE OFFER ............................................................................................................................................................... 95
SUMMARY FINANCIAL INFORMATION ............................................................................................................ 97
GENERAL INFORMATION .................................................................................................................................. 103
CAPITAL STRUCTURE ......................................................................................................................................... 114
OBJECTS OF THE OFFER ..................................................................................................................................... 130
BASIS FOR OFFER PRICE .................................................................................................................................... 133
STATEMENT OF SPECIAL TAX BENEFITS ....................................................................................................... 142
SECTION IV– ABOUT OUR COMPANY .............................................................................................................. 153
INDUSTRY OVERVIEW ....................................................................................................................................... 153
OUR BUSINESS...................................................................................................................................................... 248
KEY REGULATIONS AND POLICIES IN INDIA ................................................................................................ 279
HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................................... 285
OUR SUBSIDIARIES AND JOINT VENTURES ................................................................................................... 294
OUR MANAGEMENT ............................................................................................................................................ 303
OUR PROMOTERS AND PROMOTER GROUP .................................................................................................. 327
GROUP COMPANIES ............................................................................................................................................ 332
DIVIDEND POLICY ............................................................................................................................................... 337
SECTION V – FINANCIAL INFORMATION ........................................................................................................ 338
RESTATED CONSOLIDATED FINANCIAL INFORMATION ........................................................................... 338
OTHER FINANCIAL INFORMATION ................................................................................................................. 439
RELATED PARTY TRANSACTIONS................................................................................................................... 441
CAPITALISATION STATEMENT ........................................................................................................................ 442
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS ......................................................................................................................................................... 443
FINANCIAL INDEBTEDNESS .............................................................................................................................. 483
SECTION VI – LEGAL AND OTHER INFORMATION ...................................................................................... 485
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ................................................ 485
GOVERNMENT AND OTHER APPROVALS ...................................................................................................... 496
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................... 498
SECTION VII - OFFER RELATED INFORMATION .......................................................................................... 514
TERMS OF THE OFFER ......................................................................................................................................... 514
OFFER STRUCTURE ............................................................................................................................................. 521
OFFER PROCEDURE ............................................................................................................................................. 525
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ......................................................... 544
SECTION VIII– MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ............................................ 546
SECTION IX - OTHER INFORMATION ............................................................................................................... 618
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................. 618
DECLARATION ..................................................................................................................................................... 621SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below, and references to
any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule,
guideline or policy as amended from time to time and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the 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 “Basis for Offer Price”, “Statement of Special Tax Benefits”,
“Industry Overview”, “Key Regulations and Policies in India”, “Restated Consolidated Financial
Information”, “Outstanding Litigation and Other Material Developments”, “Offer Procedure” and “Main
Provisions of the Articles of Association” on pages 133, 142, 153, 279, 338, 485, 525, and 546 respectively, will
have the meaning ascribed to such terms in those respective sections.
General terms
Term Description
our Company / the Company CMR Green Technologies Limited, a public limited company incorporated under
/ the Issuer the Companies Act, 1956 and having its Registered and Corporate Office at 7th
Floor, Tower 2, L & T Business Park, 12/4 Delhi, Mathura Road, Faridabad-
121003, Haryana, India
we / us / our Unless the context otherwise indicates or implies, our Company on a consolidated
basis
Company-related terms
Term Description
AoA / Articles of The articles of association of our Company, as amended
Association / Articles
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- Corporate Governance- Committees of our Board- Audit
Committee” on page 312
Auditors / Statutory The current statutory auditors of our Company, being ASA & Associates LLP,
Auditors Chartered Accountants bearing firm registration number 009571N/ N500006
Bawal Unit Our facility situated at Plot no 65, Sector 15, Phase II, Bawal Growth Centre
Rewari
Bhiwadi Unit Our facility situated at SP-1(D), RIA, Tapukara, Tehsil: Tijara, District: Alwar
Board / Board of Directors The board of directors of our Company, as constituted from time to time. For
details, see “Our Management- Board of Directors” on page 303
CCIIPL CMR Chiho Industries India Private Limited
CNEAPL CMR NLM Eco Aluminium Private Limited
Century Metal The erstwhile Century Metal Recycling Limited, which has amalgamated into our
Company pursuant to the Scheme of Arrangement
Chairman and Managing The chairman and managing director of our Company, namely, Mohan Agarwal.
Director For details, see “Our Management- Board of Directors” on page 303
Chennai Unit Our facility situated at Plot G-108/2, SIPCOT Industrial Park, Vallam-Vadagal,
Sriperumbudur TK, Kancheepuram Dist- 121102
Chief Financial Officer The chief financial officer of our Company, namely, Yugal Kishor Garg. For
details, see “Our Management- Key Managerial Personnel” on page 323
CMRC CMR-Chiho Recycling Technologies Private Limited
CMRN CMR Nikkei India Private Limited
CMRT CMR-Toyotsu Aluminium India Private Limited
2Term Description
Company Secretary and The company secretary and compliance officer of our Company, namely, Srishti
Compliance Officer Saxena. For details, see “Our Management- Key Managerial Personnel” on
page 323
Corporate Social The corporate social responsibility committee of our Board constituted in
Responsibility Committee / accordance with the Companies Act. For details, see “Our Management-
CSR Committee Committees of our Board- Corporate Social Responsibility Committee” on
page 318
Director(s) The director(s) on our Board. For further details, see “Our Management- Board
of Directors” on page 303
Equity Shares The equity shares of our Company of face value of ₹ 2 each
Executive Director(s) The executive director(s) on our Board. For further details, see “Our
Management- Board of Directors” on page 303
FMPL The erstwhile Forever Multimedia Private Limited, which has amalgamated into
our Company pursuant to the Scheme of Arrangement
GMRPL The erstwhile Grand Metal Recycling Private Limited, which has amalgamated
into our Company pursuant to the Scheme of Arrangement
Group Companies The group companies of our Company in accordance with the SEBI ICDR
Regulations and the Materiality Policy of our Company. For details, see “Our
Group Companies” on page 332
Halol Unit Our facility situated at Survey No: 45/5, Village Kambola, Taluka Savli- 391510,
Dist Vadodara
Haridwar Unit Our facility situated at Plot No. 3/P-2, Sector-10, IIE Sidcul, Haridwar-249403,
Uttarakhand
Independent Director(s) The Independent Director(s) on our Board who are eligible to be appointed as
independent director(s) under the provisions of the Companies Act, 2013 and the
SEBI Listing Regulations. For details of our Independent Directors, see “Our
Management- Board of Directors” on page 303
IPO Committee The IPO committee of our Board for the purpose of the Offer comprising of
Akshay Agarwal, Raghav Agarwal, and Girish Paman Vanvari
ICRA ICRA Analytics Limited
ICRA Report Report titled ‘Assessment of Global and Domestic Metal Recycling & Recovery
Market’
Investor Selling Global Scrap Processors Limited
Shareholder
Joint Ventures The joint ventures of our Company as on the date of this Draft Red Herring
Prospectus, namely CMR-Chiho Recycling Technologies Private Limited, CMR
Chiho Industries India Private Limited, and Nikkei CMR Aluminium India
Private Limited
Kent Kent Industrial Park Private Limited
KMP / Key Managerial The 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.
For details, see “Our Management- Key Managerial Personnel” on page 323
Manesar Unit Our facility situated at Plot no 182, Sec-5, IMT Manesar, Gurgaon
Material Subsidiaries CMR Toyotsu Aluminium India Private Limited, CMR Nikkei India Private
Limited and CMR Aluminium Private Limited
Materiality Policy The materiality policy of our Company adopted by our Board pursuant to a
resolution of our Board dated August 27, 2025 for identification of (a) material
outstanding litigation proceedings; (b) group companies; and (c) material
creditors of our Company, pursuant to the requirements of the SEBI ICDR
Regulations and for the purposes of disclosure in this Draft Red Herring
Prospectus, the Red Herring Prospectus and the Prospectus
MoA / Memorandum of The memorandum of association of our Company, as amended
Association
NCMR Nikkei CMR Aluminium India Private Limited
Nikkei Nikkei MC Aluminium Company Limited
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
NRC
3Term Description
as described in “Our Management- Committees of our Board- Nomination and
Remuneration Committee” on page 315
Nominee Director Nominee of Global Scrap Processors Limited, pursuant to the Investment
Agreement dated September 24, 2013. For more information, see “History and
Certain Corporate Matters” on page 285
Non-Executive Director(s) A Director, not being an Executive Director. For further details, see “Our
Management” on page 303
Odisha Unit Our facility situated at Plot No- 2020-2027, 1991-1993, Thelkoloi, Ghichamura,
Rengali, Derba, Sambalpur- 768212, Odisha
Promoters The promoters of our Company namely, Mohan Agarwal, Akshay Agarwal,
Pratibha Agarwal and Raghav Agarwal. For further details, see “Our Promoters
and Promoter Group” on page 327
Promoter Group Such persons and entities constituting the promoter group of our Company
pursuant to regulation 2(1)(pp) of the SEBI ICDR Regulations. For further
details, see “Our Promoters and Promoter Group” on page 327
Promoter Selling Mohan Agarwal
Shareholders
Promoter Group Selling Gauri Shankar Agarwala HUF (through its karta) and Mohan Agarwal HUF
Shareholders (through its karta)
Pune Unit Our facility situated at Gat No. 1473/1, Pune Nagar Road, L and T Phata,
Shikrapur, Shirur, Pune- 41220, Maharashtra
Recycling Facilities Collectively, Tatarpur Unit, Haridwar Unit, Bhiwadi Unit, Manesar Unit, Halol
Unit, Bawal Unit, Chennai Unit, Vallam Unit, Vanod Unit I, Vanod Unit II,
Tirupati Unit, Odisha Unit and Pune Unit
Registered and Corporate The registered and corporate office of our Company, situated at 7th Floor, Tower
Office 2, L & T Business Park, 12/4 Delhi, Mathura Road, Faridabad- 121003, Haryana,
India
Restated Consolidated The Restated Consolidated Financial Information of our Company for Fiscals
Financial Information / 2025, 2024 and 2023, comprising of the restated consolidated statement of assets
Restated Financial and liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023, the
Information restated consolidated statement of profit and loss (including other
comprehensive income), the restated consolidated statement of cash flows and
restated consolidated statement of changes in equity for the Fiscals 2025, 2024,
and 2023 and the significant accounting policies and explanatory notes to the
Restated Consolidated Financial Information of the Company and included in
“Restated Consolidated Financial Information” on page 338
RoC / Registrar of The Registrar of Companies, Delhi and Haryana at New Delhi
Companies
RPPL The erstwhile Ramayana Polymers Private Limited, which has amalgamated into
our Company pursuant to the Scheme of Arrangement
Scheme of Arrangement Scheme of arrangement involving the amalgamation of Grand Metal Recycling
Private Limited, Suvridhi Financial Services Limited, Sanjivani Non-Ferrous
Trading Private Limited, Ramayana Polymers Private Limited, Forever
Multimedia Private Limited, Century Metal Recycling Limited and our Company
Selling Shareholders Collectively, the Promoter Selling Shareholder, Promoter Group Selling
Shareholders, and Investor Selling Shareholder
Senior Management Senior management of our Company in terms of Regulation 2(1)(bbbb) of the
Personnel/ SMP/ Senior SEBI ICDR Regulations and as further described in “Our Management - Senior
Management Management” on page 323
Shareholders The holders of the Equity Shares of our Company from time to time
Stakeholders’ Relationship The stakeholders’ relationship committee of our Company constituted in
Committee accordance with the Companies Act, 2013 and the SEBI Listing Regulations,
and as described in “Our Management- Committees of our Board-
Stakeholders Relationship Committee” on page 318
Subsidiaries The subsidiaries of our Company as on the date of this Draft Red Herring
Prospectus, as defined under the Companies Act, 2013 and the applicable
accounting standard, namely (a) CMR Nikkei India Private Limited; (b) CMR-
Toyotsu Aluminium India Private Limited; (c) CMR Welfare Foundation; (d)
4Term Description
CMR Aluminium Private Limited; (e) CMR NLM Eco Aluminium Private
Limited; and (f) CMR Green Limited Liability Company.
Tatarpur Unit Our facility situated at 76 Kanal, 12 Marla at Village Tatarpur, District Palwal,
Haryana, India
Tirupati Unit Our facility situated at Sy. No: 429-434, APIIC Industrial Park, Chinthalapalem
(V), Yerpedu (M), Tirupati District
Toyota Tsusho Toyota Tsusho India Private Limited
Transferor Companies The entities being Century Metal, GMRPL, SFSL, SNFTPL, RPPL and FMPL
which, along with their respective shareholders filed the Scheme of Arrangement
under sections 230-232 before the NCLT, for the amalgamation of the Transferor
Companies into our Company
Vallam Unit Our facility situated at S.F. No. 54 pt., 56 pt., 57 pt., Plot No. G-108/2, Vadakal
A B C Block Village, Sriperumbudur Taluk, Kancheepuram District
Vanod Unit I Our facility situated at Sr no 676, 677, Vanod- 382750, Dist. Surendranagar, Tal.
Dasada, SIDC
Vanod Unit II Our facility situated at Survey No. 466, Village- Vanod, Taluka- Dasada, Dist-
Surendranagar- 363001, Vanod- 363001
Offer-related terms
Term Description
Abridged Prospectus A memorandum containing such salient features of a prospectus as may be
specified by SEBI in this regard
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a
Bidder as proof of registration of the Bid cum Application Form
Allot / Allotment /Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant
to the transfer of the Offered Shares by the Selling Shareholders pursuant to the
Offer for Sale to successful Bidders
Allotment Advice The note or advice or intimation of Allotment sent to the Bidders who have been
or are to be Allotted the Equity Shares after the Basis of Allotment has been
approved by the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and
the Red Herring Prospectus, and who has Bid for an amount of at least ₹100
million
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors in terms
Price of the Red Herring Prospectus and the Prospectus at the end of the Anchor
Investor Bid/Offer Period, which will be decided by our Company, in
consultation with the BRLMs on the Anchor Investor Bidding Date
Anchor Investor The application form used by an Anchor Investor to make a Bid in the Anchor
Application 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 Bid/Offer The day, being one Working Day prior to the Bid/Offer Opening Date, on which
Period or Anchor Investor Bids by Anchor Investors shall be submitted, prior to and after which the BRLMs
Bidding Date will not accept any Bids from Anchor Investors, and allocation to Anchor
Investors shall be completed
Anchor Investor Offer The final price at which the Equity Shares will be issued and Allotted to Anchor
Price Investors in terms of the Red Herring Prospectus and the Prospectus, which price
will be equal to or higher than the Offer Price but not higher than the Cap Price.
The Anchor Investor Offer Price will be decided by our Company, in
consultation with the BRLMs, in compliance with the SEBI ICDR Regulations
Anchor Investor Pay-In With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date,
Date and in the event the Anchor Investor Allocation Price is lower than the Offer
Price, not later than two Working Days after the Bid/Offer Closing Date and no
later than the time on such day specified in the revised CAN
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in
consultation with the BRLMs, to Anchor Investors on a discretionary basis, by
5Term Description
our Company 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
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make
Blocked Amount / ASBA a Bid and authorise an SCSB to block the Bid Amount in the 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 the UPI Bidders using the UPI Mechanism
ASBA Account A bank account maintained by ASBA Bidders with an SCSB and specified in the
ASBA Form submitted by such ASBA Bidder in which funds will be blocked by
such SCSB to the extent of the specified in the ASBA Form submitted by such
ASBA Bidder and includes the account of a UPI Bidder using the UPI
Mechanism which is 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 Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders, to
submit Bids which will be considered as the application for Allotment in terms
of the Red Herring Prospectus and the Prospectus
ASM Additional Surveillance Measure
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank(s)
and Public Offer Account Bank(s), as the case may be
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under
the Offer, as described in “Offer Procedure” on page 525.
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding
Date by an Anchor Investor, pursuant to submission of the Anchor Investor
Application Form, to subscribe to or purchase the Equity Shares at a price within
the Price Band, including all revisions and modifications thereto as permitted
under the SEBI ICDR Regulations and the Red Herring Prospectus and the
relevant Bid cum Application Form.
The term “Bidding” shall be construed accordingly.
Bid Amount In relation to each Bid, the highest value of optional Bids indicated in the Bid
cum Application Form and payable by the Bidder, 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
Bidders, as the case may be, upon submission of the Bid in the Offer, as
applicable
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms,
i.e., Designated SCSB Branches for SCSBs, Specified Locations for Members
of the Syndicate, Broker Centres for Registered Brokers, Designated RTA
Locations for RTAs and Designated CDP Locations for CDPs
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context
requires
Bid Lot [●] Equity Shares of face value of ₹2 each and in multiples of [●] Equity Shares
of face value of ₹2 each thereafter
Bid/Offer 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, which shall be
published in [●] editions of [●] (a widely circulated English national daily
newspaper), and [●] editions of [●] (a widely circulated Hindi national daily
newspaper, Hindi also being the regional language of Haryana, where our
Registered and Corporate Office is located)
6Term Description
In case of any revision, the extended Bid/Offer Closing Date shall also be widely
disseminated by notification to the Stock Exchanges and also by indicating the
change on the website of the BRLMs and at the terminals of the Members of the
Syndicate and by intimation to the Designated Intermediaries and Sponsor
Bank(s), as required under the SEBI ICDR Regulations
Our Company, in consultation with the BRLMs, may consider closing the
Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date,
in accordance with the SEBI ICDR Regulations
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids, which shall be
notified in [●] editions of [●] (a widely circulated English national daily
newspaper), and [●] editions of [●] (a widely circulated Hindi national daily
newspaper, Hindi also being the regional language of Haryana, where our
Registered and Corporate Office is located)
Bid/ Offer Period Except in relation to Bids by Anchor Investors, the period between the Bid/Offer
Opening Date and the Bid/Offer Closing Date, inclusive of both days, during
which prospective Bidders (excluding Anchor Investors) can submit their Bids,
including any revisions thereof, in accordance with the SEBI ICDR Regulations
and the 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, in consultation with the BRLMs, may consider closing the
Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date,
in accordance with the SEBI ICDR Regulations.
In case of force majeure, banking strike or similar unforeseen circumstances, our
Company may, for reasons to be recorded in writing, extend the Bid/Offer Period
for a minimum of one Working Day, subject to the Bid/Offer Period not
exceeding 10 Working Days
Bidder / Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an ASBA Bidder and an Anchor Investor
Book Building Process The book building process as described in Part A, Schedule XIII of the SEBI
ICDR Regulations, in terms of which the Offer is being made
Book Running Lead The book running lead managers to the Offer, namely Equirus Capital Private
Managers or BRLMs Limited, ICICI Securities Limited and Motilal Oswal Investment Advisors
Limited
Broker Centres Broker centres of the Registered Brokers notified by the Stock Exchanges where
ASBA Bidders can submit the ASBA Forms, provided that UPI Bidders may
only submit ASBA Forms at such broker centres if they are Bidding using the
UPI Mechanism. The details of such Broker Centres, along with the names and
the contact details of the Registered Brokers are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com),
and updated from time to time
CAN or Confirmation of The notice 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
Offer Price and the Anchor Investor Offer Price will not be finalised and above
which no Bids will be accepted, including any revisions thereof. The Cap Price
shall be at least 105% of the Floor Price and less than or equal to 120% of the
Floor Price
Cash Escrow and Sponsor The agreement to be entered into between our Company, the Selling
Bank Agreement Shareholders, the Registrar to the Offer, the BRLMs, the Syndicate Member(s),
the Bankers to the Offer, inter alia, for the appointment of the Sponsor Bank for
the collection of the Bid Amounts from Anchor Investors, transfer of funds to
7Term Description
the Public Offer Account and where applicable, refunds of the amounts collected
from Bidders, on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation
to the Bidder’s beneficiary account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered
Participant or CDP with SEBI and who is eligible to procure Bids at the Designated CDP Locations
in terms of the UPI Circulars, issued by SEBI, as per lists available on the
websites of the Stock Exchanges i.e., BSE and NSE (at www.bseindia.com and
www.nseindia.com,), as updated from time to time
Cut-off Price The Offer Price, as finalised by our Company, in consultation with the BRLMs
in compliance with the SEBI ICDR Regulations, which shall be any price within
the Price Band
Only Retail Individual Bidders 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
Cut-Off Time For all pending UPI Mandate Requests, the Sponsor Bank(s) 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 or after the Bid/Issue Closing Date.
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s
father/ husband, investor status, occupation, PAN, DP ID, Client ID, 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. The details of such Designated CDP Locations, 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), as updated from time
to time
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from
the Escrow Account(s) and the amounts blocked are transferred from the ASBA
Accounts, as the case may be, to the Public Offer Account(s) or the Refund
Account(s), as appropriate, and/or the instructions are issued to the SCSBs (in
case of UPI Bidders, instruction issued through the Sponsor Banks) for the
transfer of amounts blocked by the SCSBs in the ASBA Accounts, in terms of
the Red Herring Prospectus and the Prospectus, after the finalisation of the Basis
of Allotment in consultation with the Designated Stock Exchange, following
which Equity Shares may be Allotted to successful Bidders in the Offer
Designated Intermediaries Collectively, the Syndicate, Sub-Syndicate Members/agents, SCSBs (other than
in relation to RIBs using the UPI Mechanism), Registered Brokers, CDPs and
RTAs, who are authorised to collect Bid cum Application Forms from the
Bidders in the Offer
In relation to ASBA Forms submitted by UPI Bidders (not using the UPI
Mechanism) with an application size of up to ₹500,000 (not using the UPI
Mechanism) authorizing an SCSB to block the Bid Amount in the ASBA
Account, Designated Intermediaries shall mean SCSBs
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount
will be blocked upon acceptance of UPI Mandate Request by such UPI Bidders
using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-
syndicate, Registered Brokers, CDPs and RTAs
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and
NIIs (not using the UPI Mechanism), Designated Intermediaries shall mean
SCSBs, Syndicate, Sub- Syndicate, Members/ agents, SCSBs, Registered
Brokers, CDPs and CRTAs
In relation to ASBA Forms submitted by RIIs Bidding in the Retail Portion, and
NIIs bidding with an application size of up to ₹500,000 (not using the UPI
8Term Description
Mechanism) by authorising an SCSB to block the Bid Amount in the ASBA
Account, Designated Intermediaries shall mean SCSBs
Designated RTA Locations Such locations of the RTAs where ASBA Bidders can submit the ASBA Forms.
The details of such Designated RTA Locations 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 is
Branches available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=35 and updated from time to time, and at such other websites as may
be prescribed by SEBI from time to time.
Designated Stock [●]
Exchange
Document Repository The online platform set up by the stock exchanges to upload and maintain
Platform documents electronically as required in terms of SEBI Merchant Bankers
Regulations and SEBI circular number SEBI/HO/CFD/CFD-TPD-
1/P/CIR/2024/170 dated December 5, 2024
Draft Red Herring This draft red herring prospectus dated August 29, 2025, filed with SEBI and the
Prospectus or DRHP Stock Exchanges and issued in accordance with the SEBI ICDR Regulations,
which does not contain complete particulars of the Offer, including the price at
which the Equity Shares will be Allotted and the size of the Offer, and includes
any addenda or corrigenda thereto
Eligible FPIs FPIs that are eligible to participate in the Offer in terms of applicable law and
from such jurisdictions outside India where it is not unlawful to make an offer/
invitation under the Offer and in relation to whom the Bid cum Application Form
and the Red Herring Prospectus constitutes an invitation to purchase the Equity
Shares offered thereby
Eligible NRIs A non-resident Indian, eligible to invest under the relevant provisions of the
FEMA Rules, on a non-repatriation basis, from jurisdictions outside India where
it is not unlawful to make an offer or invitation under the Offer and in relation to
whom the Bid cum Application Form and the Red Herring Prospectus will
constitute an invitation to purchase the Equity Shares
Equirus Equirus Capital Private Limited
Escrow Account(s) Account(s) to be 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 a banker to
an issue under the SEBI BTI Regulations, and with whom the Escrow Account(s)
will be opened, in this case being [●]
First Bidder/ Sole Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or
the Revision Form and in case of joint Bids, whose name shall also appear as the
first holder of the beneficiary account held in joint names
Fraudulent Borrower A fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations
Fugitive Economic A fugitive economic offender as defined under the Fugitive Economic Offenders
Offender Act, 2018
Floor Price The lower end of the Price Band, i.e. ₹ [●] subject to any revision(s) thereto, at
or above which the Offer Price and the Anchor Investor Offer Price will be
finalised and below which no Bids, will be accepted
General Information The General Information Document for investing in public offers, prepared and
Document or GID issued in accordance with the SEBI Circular No:
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, issued by SEBI,
suitably modified and updated pursuant to, among others, the UPI Circulars and
any subsequent circulars or notifications issued by SEBI, from time to time. The
General Information Document shall be available on the websites of the Stock
Exchanges and the BRLMs
I-Sec ICICI Securities Limited
9Term Description
MO Motilal Oswal Investment Advisors Limited
Mutual Fund(s) Mutual funds registered with SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996
Mutual Fund Portion Up to 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹2 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 Offer Price
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, including FPIs which are individuals, corporate bodies and family
or NII(s) or Non- offices registered with SEBI, that are not QIBs or Retail Individual Bidders and
Institutional Bidders or who have Bid for Equity Shares for an amount of more than ₹ 200,000 (but not
NIB(s) including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer comprising of [●]
Equity Shares of face value of ₹2 each which shall be available for allocation to
NIIs in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received at or above the Offer Price.
The allocation to the NIIs shall be as follows:
(a) One-third of the Non-Institutional Portion shall be reserved for applicants
with an application size of more than ₹200,000 and up to ₹1,000,000; and
(b) Two-thirds of the Non-Institutional Portion shall be reserved for
applicants with an application size of more than ₹1,000,000
Provided that the unsubscribed portion in either of the sub-categories specified
in clauses (a) or (b), may be allocated to applicants in the other sub-category of
Non-Institutional Investors subject to valid Bids being received at or above the
Offer Price.
Non-Resident or NR A person resident outside India, as defined under FEMA and includes FPIs, NRIs
and FVCIs
Offer The initial public offer of up to 42,890,735 Equity Shares of face value of ₹2
each for cash at a price of ₹ [●] per Equity Share aggregating up to ₹ [●] million
comprising the Offer for Sale
Offer Agreement The agreement dated August 29, 2025 amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to the SEBI ICDR Regulations, based on
which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale component of the Offer of up to 42,890,735 Equity Shares of
face value of ₹2 each aggregating up to ₹ [●] million by the Selling Shareholders
Offer Price ₹ [●] per Equity Share of face value ₹2 each, being the final price within the
Price Band, at which the Equity Shares will be Allotted to successful Bidders,
other than Anchor Investors as determined in accordance with the Book Building
Process by our Company, in consultation with the BRLMs, in terms of the Red
Herring Prospectus on the Pricing Date. Equity Shares will be Allotted to Anchor
Investors at the Anchor Investor Offer Price, which will be decided by our
Company in consultation with the BRLMs in terms of the Red Herring
Prospectus and Prospectus.
The Offer Price will be decided by our Company in compliance with the SEBI
ICDR Regulations, in consultation with the BRLMs, in accordance with the
Book Building Process on the Pricing Date and in terms of the Red Herring
Prospectus
Offer Proceeds The proceeds of the Offer available to the Selling Shareholders
Offered Shares Up to 42,890,735 Equity Shares of face value ₹2 each being offered by Selling
Shareholders as part of the Offer for Sale. For further details, see “The Offer”
on page 95
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
maximum price of ₹ [●] per Equity Share (Cap Price) and includes any revisions
thereof. The Cap Price shall be at least 105% of the Floor Price and shall be less
than or equal to 120% of the Floor Price.
10Term Description
The Price Band and the minimum Bid Lot for the Offer will be decided by our
Company in consultation with the Book Running Lead Managers, in compliance
with the SEBI ICDR Regulations, which shall be notified in [●] editions of [●]
(a widely circulated English national daily newspaper), and [●] editions of [●] (a
widely circulated Hindi national daily newspaper, Hindi also being the regional
language of Haryana, where our Registered and Corporate Office is located), at
least two Working Days prior to the Bid/Offer Opening Date, with the relevant
financial ratios calculated at the Floor price and at the Cap Price, and shall be
available to the Stock Exchanges for the purpose of uploading on their respective
websites
Pricing Date The date on which our Company in consultation with the BRLMs, will finalise
the Offer Price
Prospectus The prospectus to be filed with the RoC, in accordance with the Companies Act,
2013 and the SEBI ICDR Regulations containing, amongst other things, the
Offer Price that is determined at the end of the Book Building Process, the size
of the Offer and certain other information, including any addenda or corrigenda
thereto
Public Offer Account The banks which the Public Offer Account(s) will be opened for collection of
Bank(s) Bid Amounts from Escrow Account(s) and ASBA Accounts on the Designated
Date, in this case being [●]
Public Offer Account(s) ‘No lien’ and ‘non-interest bearing’ bank account(s) to be opened in accordance
with the provisions of the Companies Act, 2013, with the Public Offer Account
Bank(s) to receive money from the Escrow Accounts and from the ASBA
Accounts maintained with the SCSBs on the Designated Date
QIB Bidders QIBs who Bid in the Offer
QIB Portion/ QIB Category The portion of the Offer (including the Anchor Investor Portion) being not more
than 50% of the Offer, consisting of [●] Equity Shares of face value of ₹2 each,
aggregating up to ₹ [●] million, which will be available for allocation to QIBs
on a proportionate basis, including the Anchor Investor Portion (in which
allocation shall be on a discretionary basis, as determined by our Company, in
consultation with the BRLMs up to a limit of 60% of the QIB Portion) subject to
valid Bids being received at or above the Offer Price or Anchor Investor Offer
Price (for Anchor Investors).
Qualified Institutional A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the SEBI
Buyers or QIBs ICDR Regulations.
Red Herring Prospectus or The red herring prospectus, including any corrigenda or addenda thereto, to be
RHP issued in accordance with 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 Allotted and the size of the Offer,
including any addenda or corrigenda thereto. The Red Herring Prospectus will
be filed with the RoC at least three working days before the Bid/ Offer Opening
Date and will become the Prospectus upon filing with the RoC after the Pricing
Date, including any addenda or corrigenda thereto.
Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Refund
Bank(s), from which refunds, if any, of the whole or part, of the Bid Amount to
the Bidders shall be made
Refund Bank(s) The Banker(s) to the Offer which are a clearing member registered with SEBI
under the SEBI BTI Regulations, with whom the Refund Account(s) will be
opened, in this case being [●]
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of
India (Stock Brokers) Regulations, 1992 and the stock exchanges having
nationwide terminals, other than the Members of the Syndicate
Registrar Agreement The agreement dated August 27, 2025 entered amongst our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer
Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure
Transfer Agents or RTAs Bids from relevant Bidders at the Designated RTA Locations as per the list
available on the website of BSE and NSE, and the UPI Circulars
11Term Description
Registrar/ Registrar to the The Registrar to the Offer namely, KFin Technologies Limited
Offer
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Bidders Individual Bidders (including HUFs applying through their Karta and Eligible
or RIB(s) or Retail NRIs and does not include NRIs other than Eligible NRIs) who have Bid for the
Individual Investors or Equity Shares for an amount not more than ₹200,000 in any of the Bidding
RII(s) options in the Offer
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●]
Equity Shares of face value of ₹2 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 Offer Price
Revision Form The 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/Offer Period and withdraw their Bids until Bid/Offer Closing
Date
SCORES SEBI Complaints Redressal System
Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA (other
Bank(s) or SCSB(s) 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=yes
&intmId=34 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&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=yes
&intmId=40, or such other website as may be prescribed by SEBI from time to
time
Applications through UPI in the Offer can be made only through the SCSBs
mobile applications (apps) whose name appears on the SEBI website. A list of
SCSBs and mobile application, which, are live for applying in public issues using
UPI Mechanism is provided as Annexure ‘A’ to 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=43, as updated from time to time
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
Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow
Agreement, namely [●].
Share Escrow Agreement The agreement to be entered into amongst our Company, the Selling
Shareholders, and the Share Escrow Agent for deposit of the Equity Shares
offered by the Selling Shareholders in escrow and credit of such Equity Shares
to the demat account of the Allottees.
Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI which is appointed by our
Company to act as a conduit between the Stock Exchanges and the National
Payments Corporation of India in order to push the UPI Mandate 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, in this case being
[●].
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
Sub-syndicate members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate
12Term Description
Members, to collect ASBA Forms and Revision Forms
Syndicate Agreement The agreement to be entered into among our Company, the Selling Shareholders,
the BRLMs, and the Syndicate Members in relation to collection of Bid cum
Application Forms by Syndicate
Syndicate Members Syndicate members as defined under regulation 2(1)(hhh) of the SEBI ICDR
Regulations. Intermediaries (other than BRLMs) registered with SEBI who are
permitted to accept bids, applications and place orders with respect to the Offer
and carry out activities as an underwriter namely, [●]
Syndicate or members of Together, the BRLMs 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
Underwriters [●]
Underwriting Agreement The agreement to be entered into amongst the Underwriters, the Selling
Shareholders and our Company on or after the Pricing Date, but prior to filing of
the Prospectus with the RoC. For further details, see “General Information” on
page 103.
UPI Unified Payments Interface, which is an instant payment mechanism developed
by NPCI
UPI Bidders Collectively, individual investors applying as RIBs in the Retail Portion, and
individuals applying as Non-Institutional Investors with a Bid Amount of up to
₹500,000 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 SEBI ICDR Master Circular, all individual investors applying in
public issues where the application amount is up to ₹500,000 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 to an issue and share transfer agent (whose name is mentioned on
the website of the stock exchange as eligible for such activity)
UPI Circulars The SEBI ICDR Master Circular, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI RTA Master
Circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024 (to the
extent that such circulars pertain to the UPI Mechanism), NSE circulars
(23/2022) dated July 22, 2022 and (25/2022) dated August 3, 2022, the BSE
notices (20220722-30) dated July 22, 2022 and (20220803-40) dated August 3,
2022 and any subsequent circulars or notifications issued by SEBI or Stock
Exchanges in this regard as updated from time to time
UPI ID ID created on UPI for single-window mobile payment system developed by the
NPCI
UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked
mobile application as disclosed by SCSBs on the website of SEBI and by way of
an SMS directing the UPI Bidders to such UPI linked mobile application) to the
UPI Bidders using the UPI Mechanism initiated by the Sponsor Banks to
authorize blocking of funds equivalent to the Bid Amount in the relevant ASBA
Account through the UPI linked mobile application, and the subsequent debit of
funds in case of Allotment
UPI Mechanism The Bidding mechanism that may be used by a UPI Bidder to make a Bid in the
Offer in accordance with the UPI Circulars
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter or Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(III)
Fraudulent Borrower of the SEBI ICDR Regulations.
13Term Description
Working Day All days, on which commercial banks in Mumbai, Maharashtra, India are open
for business; provided however, with reference to (a) announcement of Price
Band; and (b) Bid/Offer Period, Working Day shall mean all days except all
Saturdays, Sundays and public holidays on which commercial banks in Mumbai,
Maharashtra, India are open for business and (c) the time period between the
Bid/Offer Closing Date and the listing of the Equity Shares on the Stock
Exchanges, “Working Day” shall mean all trading days of Stock Exchanges,
excluding Sundays and bank holidays in India, as per the circulars issued by
SEBI, including the UPI Circulars
Conventional and general terms and abbreviations
Term Description
AIF(s) Alternative Investment Funds
BSE BSE Limited
CAGR Compounded annual growth rate
CCI Competition Commission of India
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
CIN Corporate Identity Number
Companies Act, 1956 The erstwhile Companies Act, 1956 along with the relevant rules made thereunder
Companies Act / Companies Companies Act, 2013, along with the relevant rules, regulations, clarifications,
Act, 2013 circulars and notifications issued thereunder, as amended to the extent currently
in force
Competition Act Competition Act, 2002
Consolidated FDI Policy The consolidated FDI Policy, issued by the Department of Promotion of Industry
and Internal Trade, Ministry of Commerce and Industry, Government of India,
and any modifications thereto or substitutions thereof, issued from time to time
CSR Corporate Social Responsibility
Depositories NSDL and CDSL, collectively
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s identity number
DPIIT The Department for Promotion of Industry and Internal Trade (earlier known as
Department of Industrial Policy and Promotion)
EPS Earnings per share
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with
the FEMA
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder
FEMA NDI Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
FEMA Regulations Foreign Exchange Management (Transfer of Issue of Security by a Person Resident
outside India) Regulations, 2017
Financial Year / Fiscal / The period of 12 months commencing on April 1 of the immediately preceding
Fiscal Year calendar year and ending on March 31 of that particular calendar year
FPIs Foreign Portfolio Investors, as defined under SEBI FPI Regulations
14Term Description
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI
GDP Gross Domestic Product
GoI / Government / Central Government of India
Government
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
IAS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards of the International Accounting
Standards Board
IGST Integrated Goods and Services Tax
Income Tax Act Income-tax Act, 1961
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies
Act, 2013 read with the IAS Rules and other relevant provisions of the Companies
Act, 2013
Ind AS 24 Indian Accounting Standard 24, notified by the Ministry of Corporate Affairs
under Section 133 of the Companies Act, 2013 read with IAS Rules and other
relevant provisions of the Companies Act, 2013
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
INR / Rupee / ₹ / Rs. Indian Rupee, the official currency of the Republic of India
IRDAI Insurance Regulatory and Development Authority of India
IT Information Technology
KYC Know Your Customer
MAT Minimum Alternate Tax
MCA The Ministry of Corporate Affairs, Government of India
Mn Million
MoU Memorandum of Understanding
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996
NAV / Net Asset Value per Net worth (as restated) including share capital and reserves and surplus (as restated
Equity Share at the end of the year / period) divided by number of equity shares outstanding at
the end of the period / year
NCLT National Company Law Tribunal
NEFT National Electronic Fund Transfer
Net worth Aggregate of equity share capital and other reserves (excluding revaluation reserves
if any) for a given period
NPCI National Payments Corporation of India
NR / Non-resident A person resident outside India, as defined under the FEMA and includes an NRI
NRI Non-Resident Indian as defined under the FEMA Regulations
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB Overseas Corporate Body
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after tax
Payment of Bonus Act Payment of Bonus Act, 1965
Payment of Gratuity Act Payment of Gratuity Act, 1972
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
Return on net worth Net profit, as restated, attributable to the owners of the company / net worth
RTGS Real Time Gross Settlement
SCRA Securities Contract (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
15Term Description
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI ICDR Master Circular SEBI master circular bearing reference number EBI/HO/CFD/PoD-
1/P/CIR/2024/0154 dated November 11, 2024
SEBI Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI RTA Master Circular SEBI master circular bearing reference number SEBI/HO/MIRSD/MIRSD-
PoD/P/CIR/2025/91 dated June 23, 2025
SEBI VCF Regulations The Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996
STT Securities Transaction Tax
Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011
Trademarks Act Trademarks Act, 1999
US$ / USD / US Dollar United States Dollar, the official currency of the United States of America
USA / U.S. / US United States of America and its territories and possessions, including any state
of the United States of America, Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands and the District
of Columbia
U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act United States Securities Act of 1933, as amended
VAT Value Added Tax
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 or the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as the case may be
Technical / industry-related terms
Sr.
Term Description
No.
1. AAI Aluminium Association of India
2. AMRUT Atal Mission for Rejuvenation and Urban Transformation
3. ATSs Automated Testing Stations
4. B&C Building and construction
5. BEVs Battery electric vehicles
6. BEVs Battery electric vehicles
7. BIS Bureau of Indian Standards
8. BIW Body-in-white
9. bps Basis points
10. BRIL Baheti Recycling Industries Ltd
11. capex Capital expenditure
12. CBAM Carbon Border Adjustment Mechanism
13. CBAM Carbon Border Adjustment Mechanism
14. CDA Copper Development Association
15. CFR Council on Foreign Relations
16. CIF Cost, Insurance, and Freight
16Sr.
Term Description
No.
17. CoD Certificates of Destruction
18. CPCB Central Pollution Control Board
19. CPI Consumer Price Index
20. CPI Consumer Price Index
21. CRR Cash Reserve Ratio
22. CSA Corporate Sustainability Assessment
23. EAF Electric Arc Furnace
24. EAFD Electric arc furnace dust
25. EEPC Engineering Export Promotion Council of India
26. EGA Emirates Global Aluminium
27. EGA Emirates Global Aluminium
28. ELVs End-of-life vehicles
29. EOL-RR End-of-Life Recycling Rate
30. EPR Extended Producer Responsibility
31. ESG Environmental, Social, and Governance
32. EVs Electric vehicles
33. FOB Free on Board
34. GCC Gulf Cooperation Council
35. GDP Gross Domestic Product
36. GST Goods and Services Tax
37. GVA Gross Value Added
38. IBMD Industrial By-products Management Division
39. ICE Internal combustion engine
40. IF Induction Furnace
41. IIP Index of Industrial Production
42. ILZSG International Lead and Zinc Study Group
43. IMF International Monetary Fund
44. IMF International Monetary Fund
45. ISRI Institute of Scrap Recycling Industries
46. JIT Just-in-time
47. LME London Metal Exchange
48. MMR Mumbai Metropolitan Region
49. MNRE Ministry of New and Renewable Energy
50. MoEFCC Ministry of Environment, Forest and Climate Change
51. MoRTH Ministry of Road Transport and Highways
52. MoSPI Ministry of Statistics and Programme Implementation
53. MPC Monetary Policy Committee
54. MRAI Material Recycling Association of India
55. MTPA Million tonnes per annum
56. NIP National Infrastructure Pipeline
57. NMP PM Gati Shakti National Master Plan
58. NREP National Resource Efficiency Policy
59. NSO National Statistical Office
60. OEMs Original Equipment Manufacturers
61. OEMs Original Equipment Manufacturer
62. PCR Post-consumer recycled
63. PE Provisional Estimates
64. PLI Production Linked Incentive
65. PLI Production-linked incentive
66. PLI Production Linked Incentive
67. PMP Phased manufacturing programme
68. POCL Pondy Oxides & Chemicals Ltd.
69. RBI Reserve Bank of India
70. RCM Reverse Charge Mechanism
71. ReMA Recycled Materials Association
72. RVSFs Registered Vehicle Scrapping Facilities
17Sr.
Term Description
No.
73. RVSFs Registered Vehicle Scrapping Facilities
74. SAAPs State Annual Action Plans
75. SCM Smart Cities Mission
76. ShAPE Shear Assisted Processing and Extrusion
77. SHFE Shanghai Futures Exchange
78. SMM Shanghai Metal Market
79. SSMI Sree Sumangala Metals and Industries Pvt. Ltd.
80. UBC Used beverage can
81. ULBs Urban Local Bodies
82. ULBs Urban Local Bodies
83. USGS U.S. Geological Survey
84. WRP Waste Recycling Park
Key operating and financial information used in this Draft Red Herring Prospectus
Term Description
Revenue from operations Revenue from operations is used by our Company to track the revenue profile of
the business and assess the overall financial performance of the Company and
size of the business.
Growth in Revenue from This metric reflects the percentage change in our revenue from operations
operations compared to the same period last year. It highlights the growth trajectory of our
core business activities. A positive YoY growth indicates that our primary
operations are expanding.
EBITDA EBITDA represents our operating profitability by measuring earnings generated
from core business activities, excluding the impact of financing decisions, tax
environment, and non-cash expenses.
Profit before exceptional Profit before exceptional item and tax for the year represents the attributable to
item and tax the owners of the Company after deducting all expenses, including taxes,
reflecting the Group's profitability during a given year before taxes
Profit/(loss) for the year Profit/(loss) for the year represents the net earnings/(losses) attributable to the
owners of the company after deducting all expenses, including taxes, reflecting
the Group’s true profitability during a given year.
Net Debt to Equity Net Debt to Equity ratio represents the proportion of net debt (total debt minus
cash and cash equivalents and other bank balances) to total equity, reflecting our
company’s true financial leverage after accounting for available cash resources
Net Fixed Assets Turnover Net fixed assets turnover ratio represents how efficiently our company generates
Ratio sales from its existing fixed assets
Revenue split by metal type Revenue split by metal type enables our company to monitor revenue
contributions from each recycled metal category and evaluate overall financial
performance, excluding export incentives
Aluminum & zinc alloys Revenue from the sale of aluminium and zinc alloys is used by our company to
specifically track income generated from recycled aluminium
Segregation and recycling Revenue contribution from the segregation and recycling of other metals is used
of other metals revenue by our Company to monitor revenue generated from metals such as stainless
steel, copper, and others.
Number of manufacturing Number of manufacturing facilities is the overall manufacturing units of the
facilities Company
18CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
A.Z Certain Conventions
All references to “India” in this Draft Red Herring Prospectus are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or “State Government” are to the Government of India, central or state, as applicable.
All references in this Draft Red Herring Prospectus to the “US”, “U.S.” “USA” or “United States” are to the
United States of America and its territories and possessions.
Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year and
references to a Fiscal or a Fiscal Year are to the year ended on March 31, of that calendar year.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the
corresponding page numbers of this Draft Red Herring Prospectus.
B.Z Time
All references to time in this Draft Red Herring Prospectus are to Indian Standard Time (“IST”).
C.Z Financial Data
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year and accordingly, all references to a particular Financial Year or Fiscal
are to the 12-month period commencing on April 1 of the immediately preceding calendar year and ending on
March 31 of that particular calendar year. Unless stated or the context requires otherwise, the financial information
and financial ratios in this Draft Red Herring Prospectus are derived from our Restated Consolidated Financial
Information. The Restated Consolidated Financial Information comprises the restated consolidated statement of
assets and liabilities as at and for the Fiscals 2025, 2024, and 2023, the restated consolidated statement of profit
and loss (including other comprehensive income), the restated consolidated statement of changes in equity, the
restated consolidated statement of cash flow for the Fiscals 2025, 2024, and 2023, the summary statement of
material accounting policies, and other explanatory information prepared in accordance with Section 26 of Part I
of Chapter III of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time.
For further information of our Company’s financial information, see “Restated Consolidated Financial
Information” on page 338.
There are significant differences between Indian GAAP, Ind AS, U.S. GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Draft Red Herring
Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our
financial data. Accordingly, the degree to which the financial information included in this Draft Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting policies and practices, the Companies Act, 2013, Ind AS, and the SEBI ICDR Regulations. Any
reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures
presented in this Draft Red Herring Prospectus should, accordingly, be limited. For details, see “Risk Factors-
Certain non-GAAP financial measures and certain other statistical information relating to our operations and
financial performance like EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio, Net Asset Value
per Equity Share have been included in this Draft Red Herring Prospectus. These non-GAAP financial
measures are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable” on page 86.
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 place and all
percentage figures have been rounded off to two decimal places, unless otherwise stated. However, where any
figures that may have been sourced from third-party industry sources are rounded off to other than two decimal
points in their respective sources, such figures appear in this Draft Red Herring Prospectus as rounded-off to such
19number of decimal points as provided in such respective sources.
Unless the context otherwise indicates, any percentage amounts or ratios, as set forth in “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on pages 44, 248, and 443 respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated
on the basis of amounts derived from the Restated Consolidated Financial Information.
D.Z Non-Generally Accepted Accounting Principles (Non-GAAP) Financial Measures
This Draft Red Herring Prospectus contains certain non-GAAP financial measures and certain other statistical
information relating to our operations and financial performance like EBITDA, Total Borrowing to Net Debt, Net
Debt to Equity, Net Fixed Assets Turnover Ratio, Net Asset Value per Equity Share and certain other statistical
information relating to our operations and financial performance (together, “Non-GAAP Measures”) that are not
required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these non-GAAP measures
are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or U.S. GAAP
and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/
period or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind
AS, Indian GAAP, IFRS or U.S. GAAP. We compute and disclose such non-Indian GAAP financial measures
and such other statistical information relating to our operations and financial performance as we consider such
information to be useful measures of our business and financial performance. These non-Indian GAAP financial
measures and other statistical and other information relating to our operations and financial performance may not
be computed on the basis of any standard methodology that is applicable across the industry and therefore may
not be comparable to financial measures and statistical information of similar nomenclature that may be computed
and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS
and may not be comparable to similarly titled measures presented by other companies. For the risks relating to
our Non-GAAP Measures, see “Risk Factors- Certain non-GAAP financial measures and certain other
statistical information relating to our operations and financial performance like EBITDA, Net Debt to Equity,
Net Fixed Assets Turnover Ratio, Net Asset Value per Equity Share have been included in this Draft Red
Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or
liquidity defined by Ind AS and may not be comparable” on page 86.
E.Z Currency and Units of Presentation
All references to:
• “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic of India;
• “U.S. Dollar(s)” or “USD” or “US Dollar” are to United States Dollars, the official currency of the United
States of America;
• “Euros” or “€” or “EUR” are to Euros, the official currency of 20 out of 27 EU member countries which
together constitute the Eurozone;
• “Pound” or “GBP” are to the Great Britain Pound;
• “CNY” or “Yuan” are to Chinese Yuan, the official currency of China.
All the figures in this Draft Red Herring Prospectus have been presented in million or in whole numbers where
the numbers have been too small to present in million unless stated otherwise. One million represents 10 lakhs or
1,000,000, one billion represents 1,000 million and one trillion represents 1,000 billion. Certain figures contained
in this Draft Red Herring Prospectus, including financial information, have been subject to rounding adjustments.
Any discrepancies in any table between the totals and the sum of the amounts listed are due to rounding off. All
figures in decimals have been rounded off to two decimal points. 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 figures in a
column or row in certain tables may not conform exactly to the total figure given for that column or row. However,
figures sourced from third-party industry sources may be expressed in denominations other than million or may
be rounded off to other than two decimal points in the respective sources, and such figures have been expressed
in this Draft Red Herring Prospectus in such denominations or rounded-off to such number of decimal points as
provided in such respective sources.
20F.Z Exchange Rates
This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be
construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees,
at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Rupee and the other currencies used in this Draft Red Herring Prospectus:
(in ₹)
Exchange Rate as on
Currency
March 31, 2025 March 31, 2024 March 31, 2023
1 USD* 85.58 83.37 82.22
1 EUR* 92.32 90.22 89.61
1 CNY** 11.78 11.55 11.96
1 GBP** 110.74 105.29 101.87
*Source: www.fbil.org.in
**Source: www.xe.com
Note: The reference rates are rounded off to two decimal places. If the reference rate is not available on a particular date due
to a public holiday, exchange rates of the previous Working Day has been disclosed.
G.Z Industry and Market Data
Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in
this Draft Red Herring Prospectus is derived from industry publications, in particular, the report titled “Assessment
of Global and Domestic Metal Recycling & Recovery Market” dated August 2025 prepared and issued by ICRA,
appointed by us pursuant to an engagement letter dated June 12, 2025 and exclusively commissioned and paid for
by us in connection with the Offer. ICRA is an independent agency which has no relationship with our Company,
our Promoters, Promoter Group, any of our Directors or Key Managerial Personnel, Senior Management, the
BRLMs, the Selling Shareholders, Subsidiaries or Joint Ventures. For risks in relation to commissioned reports,
see “Risk Factors- Industry information included in the Offer Documents has been derived from the ICRA
Report, which was prepared by ICRA and exclusively commissioned and paid for by our Company for the
purposes of the Offer, and any reliance on information from the ICRA Report for making an investment
decision in the Offer is subject to inherent risks” on page 56.
ICRA vide their consent letter dated August 28, 2025 has accorded their no objection and consent to use the ICRA
Report, in full or in part, in relation to the Offer.
The ICRA Report is available on the website of our Company at https://cmr.co.in/shareholder-relation/ and has
been included in “Material Contracts and Documents for Inspection” on page 618 Unless otherwise indicated,
industry and market data used throughout this Draft Red Herring Prospectus has been obtained or derived from
the ICRA Report has been commissioned by our Company for an agreed fee.
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources. The data used in these sources may have been re-classified
by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, no
investment decision should be made solely on the basis of such information. Further, industry sources and
publications are also prepared based on information as of a specific date and may no longer be current or reflect
current trends.
The extent to which industry and market data set forth in this Draft Red Herring Prospectus is meaningful depends
on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are
no standard data gathering methodologies in the industry in which we conduct our business, and methodologies
and assumptions may vary widely among different industry sources. Accordingly, no investment decision should
be made solely on the basis of such information. Such data involves risks, uncertainties and numerous assumptions
and is subject to change based on various factors, including those disclosed in “Risk Factors –Industry
information included in the Offer Documents has been derived from the ICRA Report, which was prepared by
ICRA and exclusively commissioned and paid for by our Company for the purposes of the Offer, and any
21reliance on information from the ICRA Report for making an investment decision in the Offer is subject to
inherent risks”” on page 56.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 133 includes
information relating to our peer group companies and industry averages. Such information has been derived from
publicly available sources or the ICRA Report. Such industry sources and publications are also prepared based on
information as at specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base this information on estimates and assumptions that may prove to be incorrect.
22FORWARD-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
be generally identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”,
“expect”, “estimate”, “intend”, “likely to”, “may”, “seek to”, “shall”, “objective”, “plan”, “project”,
“propose”, “will”, “will continue”, “will likely”, “will pursue”, “will achieve”, “can”, “could”, “goal” or
other words or phrases of similar import. Similarly, statements that describe our Company’s strategies, objectives,
plans or goals are also forward-looking statements. All forward-looking 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. All statements in this Draft Red Herring Prospectus
that are not statements of historical fact are ‘forward looking statements’. 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.
For further details, see “Risk Factors” on page 44.
For further discussion of factors that could cause our actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” on pages 44, 248 and 443, respectively.
Forward-looking statements reflect our views as of the date of this Draft Red Herring Prospectus and are not a
guarantee of future performance. These statements are based on our management’s 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 Promoters, our Directors, the Selling Shareholders, the Syndicate Members, the Book
Running Lead Managers, 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. 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-looking statements and not to regard such
statements to be a guarantee of our future performance.
In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments pertaining to our Company from the date of filing of the Red Herring Prospectus until the
time of grant of listing and trading approvals by the Stock Exchanges.
Further, each of the Selling Shareholders will, severally and not jointly, to the extent of the statements and
undertakings specifically undertaken or confirmed by them in relation to them and their respective Offered Shares
in the Red Herring Prospectus, will ensure that the Company and the BRLMs are informed of the material
developments, in relation to the statements and undertakings specifically confirmed or undertaken by such Selling
23Shareholder until the date of Prospectus. Only statements and undertakings which are specifically confirmed or
undertaken by each of the Selling Shareholders to the extent of information pertaining to them and/or their
respective portion of the Offered Shares, as the case may be, in this Draft Red Herring Prospectus shall be deemed
to be statements and undertakings made by such Selling Shareholder.
24SUMMARY OF THE OFFER DOCUMENT
This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus
or all details relevant 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 “The Offer”, “Capital Structure”, “Industry Overview”, “Financial Information”,
“History and Certain Corporate Matters”, “Our Promoters and Promoter Group”, “Outstanding Litigation
and Other Material Developments”, “Risk Factors”, “Our Business”, and “Objects of the Offer” on pages 95,
114, 153, 338, 285, 327, 485, 44, 248 and 130, respectively.
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Assessment of Global and Domestic Metal Recycling & Recovery
Market” dated August 2025 (“ICRA Report”) prepared and issued by ICRA, appointed by us on June 12, 2025,
and exclusively commissioned and paid for by us in connection with the Offer. A copy of the ICRA Report will be
available on the website of our Company at https://cmr.co.in/shareholder-relation/ from the date of the Red
Herring Prospectus till the Bid/ Offer Closing Date.
Summary of our primary business of our Company
CMR Green is the leading non-ferrous metal recycler in terms of installed capacity as of 31st March 2025 and
revenue from operations for the fiscal year FY2025 (Source: ICRA Report). We process, manufacture and sell
aluminium alloys (in ingot and liquid form), zinc alloy ingots and segregated furnace ready scrap of stainless steel,
copper, brass, zinc, lead and magnesium, amongst others. We recycle used beverage cans scrap for fulfilling new
metal requirements of primary producers. Due to the large economic, environmental and social advantages of
recycling and the disadvantages of mining, primary producers across the world are shifting to develop new sources
of recycled metal. We are a customer centric company, constantly striving to create value for our customers
through products offered and committed deliveries. Our customers primarily include original equipment
manufacturers (“OEMs”) and Tier 1 companies in the automotive manufacturing sector. Tier 1 companies are
companies that directly supply to OEMs. For production of aluminium alloy ingots and liquid aluminium alloy,
we procure aluminium based metal scrap both domestically and from overseas market. Our procurement network
is spread across India and globally across Asia, Africa, the Middle East, Europe and Americas. We operate through
our 13 strategically located recycling units (“Recycling Facilities”).
For further details, see “Our Business” on page 248.
Summary of the Industry in which our Company operates
The global aluminium market reached a value of USD284.6 billion and a volume of 106.5 million tons in CY2024,
recording a CAGR of 11.1% in value and 4.5% in volume from CY2020 to CY2024. The global recycled
aluminium market reached a value of USD 91.6 billion and a volume of 34.3 million tons in CY2024, registering
a CAGR of 13.5% in value and 6.8% in volume between CY2020 and CY2024. The aluminium market in India
reached a value of USD 12.07 Billion and a volume of 5,310 thousand tons in FY2025, representing a CAGR of
14.0% and 7.5%, respectively, during FY2020–FY2025. The recycled aluminium market in India reached a value
of USD 4.92 Billion and a volume of 2,164 thousand Tons in FY25, representing a CAGR of 17.5% and 10.7%,
respectively, during FY2020–FY2025.
For further details, see “Industry Overview” on page 153
Our Promoters
As on the date of this Draft Red Herring Prospectus, Mohan Agarwal, Pratibha Agarwal, Akshay Agarwal and
Raghav Agarwal are the Promoters of our Company. For further details, see “Our Promoters and Promoter
Group” on page 327 .
Offer Size
The Offer comprises an Offer for Sale of up to 42,890,735 Equity Shares of face value of ₹2 each, aggregating up
to ₹ [●] million by the Selling Shareholders. For details, see “Other Regulatory and Statutory Disclosures” on
page 498.
25The details of the Offer are set out below:
Offer of Equity Up to 42,890,735 Equity Shares of face value of ₹2 each, aggregating up to ₹ [●]
Shares(1)(2) million
which includes:
Up to 42,890,735 Equity Shares of face value of ₹2 each, aggregating up to ₹ [●]
Offer for Sale(2)
million by the Selling Shareholders
Notes:
(1) The Offer has been authorised by our Board pursuant to resolution dated August 27, 2025.
(2) Our Board has taken on record the consent for the Offer for Sale by the Selling Shareholders pursuant to a resolution at
its meeting held on August 27, 2025. Each of the Selling Shareholders, severally and not jointly, confirm that their
respective portion of the Offered Shares being offered by each of the Selling Shareholders in the Offer for Sale are eligible
for being offered for sale in terms of Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders have,
severally and not jointly, authorized the sale of the Offered Shares. For details of the authorisation pertaining to Offer
for Sale, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 95 and 498, respectively. Each
of the Selling Shareholders has, severally and not jointly, approved their respective participation in the Offer for Sale in
accordance with the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, confirm that
their respective portion of the Offered Shares have been held by them for a period of at least one year prior to the filing
of this Draft Red Herring Prospectus with SEBI in accordance with Regulation 8 of the SEBI ICDR Regulations. For
further details, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 95 and 498 respectively.
The Offer would constitute [●]% of the post-Offer paid-up Equity Share capital of our Company. For further
details, see “The Offer” and “Offer Structure” beginning on pages 95 and 521, respectively.
Objects of the Offer
Our Company will not receive any proceeds from the Offer and all the Offer Proceeds will be received by the
Selling Shareholders, in proportion to the Offered Shares sold by the respective Selling Shareholders as part of
the Offer.
The objects of the Offer are to (i) achieve the benefits of listing the Equity Shares on the Stock Exchanges and (ii)
carry out the Offer for Sale of up to 42,890,735 Equity Shares of face value of ₹2 each aggregating to ₹[●] million
by the Selling Shareholders. The Selling Shareholders will be entitled to the entire proceeds of the Offer after
deducting their respective portion of the Offer expenses and relevant taxes thereon. Our Company will not receive
any proceeds from the Offer. For further details, see “The Offer” and “Objects of the Offer” on pages 95 and
130, respectively.
Aggregate pre-Offer and post-Offer Shareholding of our Promoters, the members of our Promoter Group
(other than our Promoters) and the Selling Shareholders
(a) The aggregate pre-Offer and post-Offer shareholding of our Promoters, Promoter Group and the Selling
Shareholders as a percentage of the pre-Offer paid-up Equity Share capital and the post-Offer paid-up
Equity Share capital, respectively, of our Company is set out below:
Pre-Offer Post-Offer$
No. of Equity No. of Equity
% of total pre- % of total
Shares prior Shares post-
S. No. Name of Shareholder Offer paid up post-Offer
to the Offer Offer of face
Equity Share paid up Equity
of face value value of ₹2
capital Share capital
of ₹2 each each
Promoters
1. Mohan Agarwal# 9,38,54,881 42.85 [●] [●]
2. Akshay Agarwal 21,905,549 10.00 [●] [●]
3. Pratibha Agarwal 44,349,780 20.25 [●] [●]
4. Raghav Agarwal 21,905,549 10.00 [●] [●]
Total (A) 182,015,759 83.10 [●] [●]
Promoter Group
1. Gauri Shankar Agarwala (HUF)* # 6,466,620 2.95 [●] [●]
2. Mohan Agarwal (HUF)* # 1,980,540 0.90 [●] [●]
Akshay Agarwal Family Private 780 Negligible [●] [●]
3.
Trust^
4. GS Agarwala Family Private Trust^ 780 Negligible [●] [●]
26Pre-Offer Post-Offer$
No. of Equity No. of Equity
% of total pre- % of total
Shares prior Shares post-
S. No. Name of Shareholder Offer paid up post-Offer
to the Offer Offer of face
Equity Share paid up Equity
of face value value of ₹2
capital Share capital
of ₹2 each each
5. K Agarwal Family Private Trust^ 780 Negligible [●] [●]
Raghav Agarwal Family Private 780 Negligible [●] [●]
6.
Trust^
Total (B) 8,450,280 3.85 [●] [●]
Selling Shareholder (other than Promoter and Promoter Group)
1. Global Scrap Processors Limited 28,589,450 13.05 [●] [●]
Total (C) 28,589,450 13.05 [●] [●]
Total (A) + (B) + (C) 219,055,489 100.00 [●] [●]
# Also the Selling Shareholders
* Through its karta.
^ Through its settlor
$To be updated in the Prospectus
H.Z Aggregate pre-Offer and post-Offer shareholding of our Promoters, our Promoter Group and the
additional top 10 Shareholders
I.Z The aggregate pre-Offer and post-Offer shareholding of our Promoters, our Promoter Group and any other
additional top 10 Shareholders as a percentage of the pre-Offer and post-Offer paid-up Equity Share capital of our
Company is set out below:
Post-Offer shareholding as at Allotment(1)(2)
Pre-Offer as at the date of the
Name At the lower end of the price At the upper end of the price
Price Band Advertisement
band (₹ [●]) band (₹ [●])
Number of Percentage of Number of Percentage of Number of Percentage of
Equity pre-Offer Equity post-Offer Equity post-Offer
Shares of Equity Share Shares of Equity Share Shares of Equity Share
face value of capital (%) face value of capital (%) face value capital (%)
₹2 each ₹2 each of ₹2 each
Promoters
Mohan [●] [●] [●] [●] [●] [●]
Agarwal#
Akshay [●] [●] [●] [●] [●] [●]
Agarwal
Pratibha [●] [●] [●] [●] [●] [●]
Agarwal
Raghav [●] [●] [●] [●] [●] [●]
Agarwal
Total (A) [●] [●] [●] [●] [●] [●]
Promoter Group
Gauri Shankar [●] [●] [●] [●] [●] [●]
Agarwala
(HUF) #*
Mohan Agarwal [●] [●] [●] [●] [●] [●]
(HUF) #*
Akshay [●] [●] [●] [●] [●] [●]
Agarwal Family
Private Trust^
GS Agarwala [●] [●] [●] [●] [●] [●]
Family Private
Trust^
K Agarwal [●] [●] [●] [●] [●] [●]
Family Private
Trust^
Raghav [●] [●] [●] [●] [●] [●]
Agarwal Family
Private Trust^
Total (B) [●] [●] [●] [●] [●] [●]
Top 10 Shareholders other than the above
Global Scrap [●] [●] [●] [●] [●] [●]
27Processors
Limited
Total (C) [●] [●] [●] [●] [●] [●]
Total (A+ B + [●] [●] [●] [●] [●] [●]
C)
#Also, Selling Shareholders
* Through its karta.
^ Through its settlor
Note: To be updated at Prospectus stage
(1) This will include any transfers of Equity Shares by existing Shareholders until the date of Prospectus.
(2) Based on the Offer price of [●] and subject to finalisation of Basis of Allotment.
Summary of selected financial information derived from our Restated Consolidated Financial Information
The following information has been derived from our Restated Financial Information as at and for the last three
Fiscals:
(₹ in million, unless otherwise stated)
As at and for the Fiscal ended
Particulars
March 3 1, 2025 March 31, 2024 March 31, 2023
Equity Share capital 438.11 438.11 424.52
Total equity 15,212.90 13,664.00 22,378.17
Net worth(1) 4,583.81 3,175.35 11,951.89
Revenue from operations 66,664.85 59,524.42 58,685.07
Profit/ (loss) after tax 1,550.38 (8,385.57) 1,045.07
Basis EPS (in ₹)(2) 6.50 (38.32) 4.41
Diluted EPS (in ₹)(3) 6.50 (38.32) 4.41
Net Asset Value per Equity Share(4) 20.93 14.41 54.02
Total borrowings(5) 8,940.33 4,986.52 3,681.86
(1) “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out
of revaluation of assets, write-back of depreciation and amalgamation;
(2) “Basic EPS” is calculated by Restated profit after tax for the year attributable to equity shareholders of the Company divided by
weighted average number of equity shares outstanding during the year.
(3) “Diluted EPS” is calculated by Restated profit after tax for the year attributable to equity shareholders of the Company divided by
weighted average number of diluted Equity Shares outstanding during the year.
(4) Net asset value per Equity Share= Net worth at the end of the year divided by weighted average number of Equity Shares. Weighted
average number of Equity Shares represents the shares used for computing Basic EPS/LPS.
(5) Total borrowings is the sum of current borrowings and non-current borrowings.
For further details, see “Restated Consolidated Financial Information” on page 338.
J.Z Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Information
K.Z
Except as stated below and in the section “Restated Consolidated Financial Information- Statements of
adjustments to Restated Consolidated Financial Information” on page 338, there are no qualifications from the
Statutory Auditors in the examination report that have not been given effect to in the Restated Consolidated
Financial Information:
Report Year Comments of the Auditor
reference
Consolidated 2022-23 Qualified Opinion
28Report Year Comments of the Auditor
reference
Financial We have audited the accompanying consolidated financial statements of CMR Green
Statements Technologies Limited (formerly known as Grand Metal Industries Limited) (hereinafter
referred to as "the Holding Company"), its subsidiaries (the Holding Company and its
subsidiaries together referred to as "the Group") and its joint ventures comprising of the
consolidated Balance Sheet as at March 31, 2023, the consolidated Statement of Profit
and Loss including other comprehensive income, the consolidated Cash Flow Statement,
the Consolidated Statement of Changes in Equity for the year then ended, and notes to
the consolidated financial statements, including a summary of significant accounting
policies and other explanatory information hereinafter referred to as "the consolidated
financial statements.
In our opinion and to the best of our information and according to the explanations given
to us and based on the consideration of reports of other auditors on separate financial
statements and on the other financial information of the subsidiaries, except for the effects
of the matters described in the 'Basis for Qualified Opinion' section of our report, the
aforesaid consolidated financial statements give the information required by the
Companies Act, 2013, as amended ("the Act") in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India, of
the consolidated state of affairs of the Group and its joint ventures as at March 31, 2023,
their consolidated profit and their consolidated cash flows for the year ended on that date.
Basis for Qualified Opinion
In case of one of a joint venture company, namely CMR Chiho Industries India Private
Limited (herein referred to as “said venture company”)
(a) The said joint venture company had entered into various related party transactions
during the year ended March 31, 2022, aggregating of Rs. 3,929.78 lacs which were
approved in the board meeting of the said joint venture company dated November 13,
2021. Such transactions were approved by directors representing the Transacting
Shareholder Directors of the said joint venture company and not by the Directors
representing company’s other Joint Venture Shareholder. Further in respect of certain
other related party transactions entered during the year ended March 31, 2022,
aggregating of Rs. 2,174.60 lacs, approval of the board of directors of the said joint
venture have not been taken by the said joint venture company. Furthermore, the said
joint venture company has entered into related party transactions of Rs. 545.89 lacs during
the current year which have not been approved by the Board of Directors.
The above transactions are not in compliance with approval process in the Shareholder’s
Joint Venture Agreement dated November 25, 2019, and the Article of association of the
said joint venture company.
Report Year Comments of the Auditor
reference
Report on Other 2022-23
Legal and Clause 2(b):
Regulatory Except for the matters described in the Basis for Qualified Opinion paragraph above, in
Requirements our opinion, proper books of account as required by law relating to preparation of the
as required by aforesaid consolidation of the financial statements have been kept so far as it appears
Section 143(3) from our examination of those books and reports of the other auditors except, in case of
of the one joint venture where the backup of books of accounts maintained in electronic mode
Companies Act, have not been taken/maintained on a daily basis due to reasons as fully explained in
2013 note 46(b)
Clause 2(c):
Except for the matters described in the Basis for Qualified Opinion paragraph above,
the Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the
29books of account maintained for the purpose of preparation of the consolidated financial
statements;
Clause 2(d):
Except for the effects of the matters described in the Basis for Qualified Opinion
paragraph above, in our opinion, the aforesaid consolidated financial statements comply
with the Accounting Standards specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015, as amended;
Clause 2(e):
The matters described in the Basis for Qualified Opinion paragraph above, in our
opinion, may have an adverse effect on the functioning of the Group.
2023-24 Clause 2(b):
In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidation of the financial statements have been kept so far as it appears
from our examination of those books and reports of the other auditors except for the
matter stated in the paragraph (i)(vi) below on reporting under Rule 11(g) and in case
of one joint venture where the backup of books of accounts maintained in electronic
mode have not been taken/maintained on a daily basis due to reasons fully explained in
note 46(b).
Clause 2(f):
The modification relating to the maintenance of accounts and other matters connected
therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b)
and paragraph (i)(vi) below on reporting under Rule 11(g).
Report Year Comments of the Auditor
reference
Report on 2023-24 Clause 2(I)(iv)(e):
Other Legal Based on our examination which included test checks and that performed by the
and Regulatory respective auditors of the subsidiaries which are companies incorporated in India whose
Requirements financial statements have been audited under the Act, except for the instances discussed
as required by in note 50 to the financial statements, the Holding Company, subsidiaries and joint
Section 143(3) venture have used accounting software for maintaining its books of account which has a
of the feature of recording audit trail (edit log) facility and the same has operated throughout
Companies the year for all relevant transactions recorded in the software. Further, during the course
Act, 2013 of our audit, we and respective auditors of the above referred subsidiaries did not come
across any instance of audit trail feature being tampered in respect of other accounting
software where the audit trail has been enabled.
2024-25 Clause 2(b):
In our opinion, proper books of account as required by law relating to preparation of the
aforesaid Consolidated Financial Statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors, except for the matter
stated in the paragraph (i)(vi) below on reporting under Rule 11(g).
30Clause 2(I)(vi):
Based on our examination which included test checks and that performed by the
respective auditors of the subsidiaries and its joint venture which are companies
incorporated in India whose financial statements have been audited under the Act, except
for the instances discussed in note 47 to the financial statements, the Holding Company,
subsidiaries and joint venture have used accounting software for maintaining its books
of account which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit, we and respective auditors of the above referred
subsidiaries and joint venture did not come across any instance of audit trail feature being
tampered in respect of other accounting software where the audit trail has been enabled
and the audit trail has been preserved by the Holding Company, subsidiaries and joint
venture for these software as per the statutory requirements for record retention.
CARO 2020 2022-23 Clause (xxi):
Qualifications or adverse remarks by the respective auditors in the Companies (Auditors
Report) Order (CARO) reports of the companies included in the consolidated financial
statements are:
Clause number
Holding/ of the CARO Remarks (Basis the
Sr. Name of the
CIN Subsidiary/ report which is respective auditors
No. entities
JV unfavorable or reports)
adverse
1 CMR Green U00337HR2005PLC085675 Holding Clause (vii)(a) Clause (vii)(a) –
Technologies Company Undisputed statutory
Limited dues have generally
been regularly
deposited with the
appropriate authorities
although there has been
a slight delay in a few
cases.
2 *CMR Kataria U37100HR2020PTC088163 Subsidiary Clause (vii)(a) Clause (vii)(a) –
Recycling Undisputed statutory
Private dues have generally
Limited been regularly
deposited with the
appropriate authorities
although there has been
a slight delay in a few
cases.
* MKP-Kataria Recycling Private Limited name of the company has been changed from CMR-Kataria Recycling Private Limited, further, the
company ceased to be a subsidiary with effect from June 30, 2024.
Summary of outstanding litigations and material developments
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors, Group
Companies, Promoters, Key Managerial Personnel and Senior Management 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 is provided below:
Disciplinary actions
by SEBI or Stock
Aggregate
Category of Statutory or Exchanges against Material
Criminal Tax amount
individuals Regulatory our Promoters in civil
Proceedings Proceedings involved* (₹
/ entities Proceedings the last five years, litigation#
in million)
including
outstanding action
Company
By our
8 Nil Nil Nil Nil 28.15
Company
Against our 6 19 4 Nil Nil 873.54
31Disciplinary actions
by SEBI or Stock
Aggregate
Category of Statutory or Exchanges against Material
Criminal Tax amount
individuals Regulatory our Promoters in civil
Proceedings Proceedings involved* (₹
/ entities Proceedings the last five years, litigation#
in million)
including
outstanding action
Company
Directors (other than Promoters)
By our
Nil Nil Nil Nil Nil Nil
Directors
Against our
2 Nil Nil Nil Nil 0.10
Directors
Promoters
By our Nil Nil
3 Nil Nil Nil
Promoters
Against our Nil Nil
5 5 Nil 0.12
Promoters
Subsidiaries
By our
4 Nil Nil Nil Nil 39.32
Subsidiaries
Against our
Nil 10 Nil Nil Nil 171.03
Subsidiaries
Key Managerial Personnel (other than Directors)
By our Key Nil Nil Nil Nil Nil Nil
Managerial
Personnel
Against our Nil Nil Nil Nil Nil Nil
Key
Managerial
Personnel
Senior Management
By our Nil Nil Nil Nil Nil Nil
Senior
Management
Against our Nil Nil Nil Nil Nil Nil
Senior
Management
# Determined in accordance with the Materiality Policy.
*To the extent quantifiable.
Further, as on the date of this Draft Red Herring Prospectus, there are no outstanding litigation proceedings
involving any of our Group Companies which will have a material impact on our Company. For further details,
see “Outstanding Litigation and Other Material Developments” on page 485.
Risk factors
Specific attention of the Bidders is invited to “Risk Factors” on page 44 to have an informed view before making
an investment decision. Set forth below are the top 10 risk factors as per our Company:
Sr. Description of risk
No.
1 We depend on a limited number of customers for significant portions of our revenues. For Fiscal
2025, 22.98% of our consolidated revenue from operations was derived from our top 3 customers,
and 35.01% was contributed by our top 5 customers. The loss of one or more of our top customers
or significant reduction in production and sales of, or demand for our production from our significant
customers may adversely affect our business, financial condition, result of operations and cash flows.
2 We derive a substantial portion of our revenue from the sale of key products such as liquid
aluminium alloys and aluminium alloy ingots which contribute 78.42%, 76.95% and 73.13% of our
revenue from operations excluding export incentives for Fiscal 2025, Fiscal 2024 and Fiscal 2023
respectively and any loss of sales due to reduction in demand for these products could adversely
affect our business, financial condition, results of operations and cash flows. In addition, we may
not be able to diversify into new product lines which may adversely affect our business, revenue
32Sr. Description of risk
No.
from operations, cash flows and financial condition
3 We do not have firm commitment long-term agreements with our customers. If our customers choose
not to source their requirements from us or manufacture such products in-house, our business, cash
flows and results of operations may be adversely affected.
4 We heavily depend on our customers in the automotive industry and are significantly dependent on
the performance of the automotive sector in India and overseas. A loss of, or a significant decrease
in business from these customers or a change in the preference of alloys used in the automotive
industry or any adverse changes in the conditions affecting this sector can adversely impact our
business, results of operations, cash flows and financial condition.
5 Conflicts of interest may arise out of common business objects shared by our Company and some of
our Group Companies. Additionally, our Promoters may have in the past been associated with other
companies which may have similar names and may be in the same line of business as that of our
Company.
6 Volatility in the supply and pricing of our raw materials may have an adverse effect on our business,
cash flows, financial condition and results of operations. We depend on third party suppliers for the
supply of raw materials required for our business operations and our raw material suppliers could
fail to meet their obligations or availability of the raw materials or fluctuations in their prices, which
may have a material adverse effect on our business, cash flows, results of operations and financial
condition.
7 Our inability to successfully diversify our product offerings may adversely affect our growth and
negatively impact our profitability.
8 Our manufacturing process is dependent on a technology driven production system. Any inability to
successfully develop or procure specialized technology will adversely affect our business, financial
condition, result of operations and cash flows.
9 Restrictions on import of raw materials into India or export of our raw materials from the other
jurisdictions and an increase in shipment cost may adversely impact our business, cash flows and
results of operations.
10 We are subject to stringent labour laws or other industry standards and any strike, labour unrest,
work stoppage or increased wage demand by our employees or any other kind of disputes with our
employees could adversely affect our business, financial condition, results of operations and cash
flows. We also appoint contract labour for carrying out certain operations and we may be held
responsible for paying the wages of such workers if the independent contractors through whom such
workers are hired default on their obligations, and such obligations could have an adverse effect on
our cash flows, results of operations and financial condition.
Summary of contingent liabilities
The following is a summary table of our contingent liabilities as on March 31, 2025, as indicated in our Restated
Consolidated Financial Information.
(₹ in million)
As at
As at March As at March
Particulars March 31,
31, 2024 31, 2023
2025
(A) Demands
i) Under Customs Act, 1962
(a) Demands for differential custom duty payable on enhanced assessable 4.17 4.17 4.17
value of import of raw materials. The Parent Company has preferred an
appeal.
(b) Demands for differential custom duty payable on enhanced assessable
value of import of raw materials. During the previous year, the Parent 83.64 83.64 83.64
Company has received favourable orders on which department has preferred
an appeal.
5.81 5.81 5.81
(c) Demands under appeals of Parent Company
(d) Outstanding guarantee furnished by bank on behalf of the company in 13.21 13.21
-
respect of provisional assessment of Custom duty
ii) Under Central Excise Act, 1944
33As at
As at March As at March
Particulars March 31,
31, 2024 31, 2023
2025
- Demand raised by Commissioner of Central Excise, Alwar disallowing
CENVAT credit for the period 13.11.2014 to 30.09.2015 (including penalty)
on the ground that Cenvat credit on imported aluminium scrap has been taken
on the basis of Excise challans issued by the Dadri Division of the Parent
Company, are not valid documents for taking Cenvat credit. Further, demand
for the period from 2012-13 to 31 July 2015 was raised on the ground that
sales of segregated items from aluminium scrap are liable for reversal of
Cenvat credit. The Parent Company filed an appeal before the CESTAT, New
Delhi and against the said order. CESTAT vide order dated 23/11/2017 set
aside the order passed by the Commissioner Central Excise, Alwar and 181.21 181.21 181.21
remanded back the case to the Commissioner of Central Excise, Alwar with
a direction to allow Cenvat Credit after verification that the goods have been
received in the factory of the Parent Company at Bhiwadi and also to
reconsider the reversal of Cenvat credit on sales of segregated items on the
basis of circular issued by CBEC clarifying that segregation of unusable items
from brass scrap amounts to manufacture and the sale of such segregated
items is liable to be taxed on the basis of sale value thereof at the rate of duty
applicable on the items sold. The Parent Company has received order in its
favour. However, the department has preferred an appeal in the High Court
of Rajasthan.
- Demands (including penalty) raised based on a special audit of the Parent
Company:
(a) Non-payment / short payment of service tax on services received by the
Company under reverse charge
(b) Non-payment / short payment of service tax on services provided by the
29.05 29.05 29.05
Company
(c) Non reversal of CENVAT Credit on input removal as such and on capital
goods sold after use.
(d) Wrong availment of CENVAT Credit of central excise duty on ineligible
inputs and input services.
The Parent Company has filed an appeal.
- Demand raised by excise authorities for disallowance of CENVAT credit
for the period 01.10.2015 to 01.06.2017 (including penalty) alleging that
Cenvat credit on shredded aluminium scrap has been taken basis the Excise
challans which were issued by the Parent Company, Dadri without
138.26 138.26 138.26
registration number and which were subject to different jurisdiction. The
Parent Company had filed an appeal before CESTAT and had received
favourable order in the said matter.
However, the department has preferred an appeal in the High Court of
Rajasthan.
- Demand (including penalty) for the period from August 01, 2015 to June,
2017 was raised on account of non reversal of Cenvat credit on sales of
segregated items on the ground that segregated items from aluminium scrap
are unsuitable for the manufacture of their finished goods i.e., Aluminium
33.03 33.03 33.03
Ingot or molten and does not constitute a manufacturing activity. The Parent
Company had filed an appeal before CESTAT and had received favourable
order in the said matter.
However, the department has preferred an appeal in the High Court of
Rajasthan.
- Demand (including penalty) raised on the shortages noted during the search
conducted by the Excise officers of the factory premises of the Parent 12.29 12.29 12.29
Company. The Parent Company had filed an appeal and now the matter has
been referred back to the divisional bench
-Show cause notice received by the Parent Company appropriating demand
of ₹2.16 million along with applicable interest and penalty for Service tax on
Procurement commission, Sales Commission, Technical fee and Guarantee
4.32 4.32 4.32
Commission for the period from April, 2015 to June, 2017.
The Parent Company had received order from Deputy commissioner against
the same including equivalent amount of penalty. During the previous year,
the Parent Company has preferred an appeal against the same.
-Show cause notice received by the Group appropriating demand of ₹7.18
million along with applicable interest and penalty for wrong availment of 14.37 14.37 14.37
cenvat credit on Aluminium Ingot alleging that Aluminium Ingot have not
been used in the production process.
34As at
As at March As at March
Particulars March 31,
31, 2024 31, 2023
2025
The Parent Company had received order from Additional commissioner
against the same including equivalent amount of penalty. During the previous
year, the Parent Company has preferred an appeal against the same.
- Other demands raised on Parent Company under Central Excise Act, 1944 15.32 15.32
18.98
under appeals
iii) Under Finance Act, 1994
In one of the subsidiary company, Demands (including interest) raised on 0.14 0.14 0.14
account of non payment/ short payment of service tax under reverse charge
and proceedings pending before CESTAT, Haryana
In one of the subsidiary company, contingent liability on account of service
tax for the year 2015 to June 2017 vide OIO IV/09.13.2019-ADJ DT - - 1.79
19/03/2021. The subsidiary company has received order in its favour
iv) Under Sales Tax Act/Entry Tax Act under appeal for various years
- Demand raised (including equal amount of interest) on wrong availment of
Input tax credit on against Input tax paid on the purchase of DEPB License.
17.10 17.10 17.10
The Parent Company is in appeal.
- Demand raised during the year for input tax credit wrongly availed in FY
2016-17 (including interest of Rs 1.91 million). The matter has been settled
- - 1.91
under one time settlement scheme.
- Demand raised during the year for short deposition of tax after verification
of C forms in FY 2016-17 (including interest of Rs 3.00 million). The matter
- - 6.13
has been settled under one time settlement scheme.
- Other demands raised on Parent Company under Sales Tax Act/ Entry Tax
Act under appeals 0.09 0.91 2.05
- In one of the subsidiary company, demand raised by Sales Tax/VAT
authority during the assessment for F.Y. 2015-16 1.22 1.22 1.22
- Vehicle detained by state tax officer Under section 129 & 130 of the GST
Act 2017 against it we have submitted bank guarantee of Rs 1.45 million 1.45 - 0.29
v) Under Goods & Service Tax Act under appeal for various years
In one of subsidiary company, Demand on account of High utilization of ITC
3B VS 2A difference for the period from April 2019 to March 2020 under
Section 73 of CGST ACT and Rules 2017. The subsidiary company has filed 17.07 16.19 6.84
appeal to Appellate Authority.
In one of the subsidiary company, demand on account of wrong availment of
cenvat credit in TRANS-1. The subsidiary company has received order in its
- - 0.63
favour.
- OIO Order in Form GST DRC - 07 issued vide Ref No. ZD330424239418E
dated 29/04/2024. issue regarding Tax difference GSTR 9 Vs GSTR 1,
Waybill Vs GSTR 9, Excess ITC Taken in RCM, GSTR 2A Vs GSTR 3B,
11.06 - -
and Block Credit under section 17(5) for the period April 2018 to March 2019
u/s 73 CGST ACT and Rules 2017
OIO Order in Form GST DRC - 07 issued Order Reference No.:
ZD330824294927Q dated 30-08-2024. issue regarding Excess ITC Taken in
RCM, GSTR 2A Vs GSTR 3B, and Block Credit under section 17(5) for the 33.00 - -
period April 2019 to March 2020 u/s 73 CGST ACT and Rules 2017
-During the current year, the Parent Company has received a demand order
for period from July, 2017 to March, 2020 for Chennai location for incorrect
reversal of ITC, unreconciled ITC, excess ITC availed and wrong availment
50.99 50.99 -
of taxes during transition. The Parent Company has filed a writ petition in
High Court of Madras challenging the order.
-During the current year, the Parent Company has received a demand order
for period from July, 2017 to March, 2018 for Haridwar location for
mismatch between ITC as per GSTR 2A & GSTR 3B and availment of 10.56 10.56 -
ineligible ITC. The Parent Company has filed an appeal.
-During the current year, the Parent Company has received a demand order
for period from July, 2017 to March, 2018 for excess availment of ITC.
5.73 5.73 -
The Parent Company has filed an appeal.
Show cause notice received by the Company appropriating demand of Rs.
1.71 million along with applicable interest and penalty for excess availment
of ITC through Tran-1.
1.71 1.71 -
During the current year, the Company has received order from Deputy
commissioner against the same and the Company has filed appeal to
35As at
As at March As at March
Particulars March 31,
31, 2024 31, 2023
2025
Commissioner (Appeal) against the same.
- Other demands/Show Cause notice raised on Parent Company under Goods
& Service Tax Act under appeals - - 1.33
vi) Under Income Tax Act, 1961
- In case of Parent Company, Demand raised (including interest) on account
of disallowance u/s 43(b) of the Income Tax Act, 1961 for the AY 2018-19. 28.25 28.25 28.25
- Demand raised (including interest) for disallowance for assessment year
2021-2022 1.41 1.41 -
- In one of the subsidiary company, demand raised under Section 69 C of
Income Tax Act for A.Y. 2015-16, and the subsidiary company has paid Rs
6.75 million as 20% of the total demand under protest. The subsidiary 33.73 33.73 33.73
company is in appeal before CIT Appeals.
- In one of the subsidiary company, Demand raised for assessment year 2021-
22 under Section 68 of Income Tax Act 1961. 43.73 43.73 85.75
- In one of the subsidiary company, Demand of Rs 16.42 million under
section 154 of Income tax Act 1961 for Income credited under section 115
16.42 16.42 -
JB for MAT Credit
- In one of the subsidiary company, Demand raised for assessment year 2020-
21 under Section 270A of Income Tax Act 1961. - - 0.90
vii) Other Claims
In one of the subsidiary company, contingent liability on account of legal case
in Madras High court filed by ex-workers of the subsidiary company. 6.14 6.14 6.14
In one of the subsidiary company, contingent liability on account of legal case
on enhancement of land purchase price by farmers. 13.70 13.70 13.70
In one of the subsidiary company, contingent liability on account of legal case
by worker before Industrial tribunal Cum Labour court 0.04 0.04 0.04
A Non-banking Financing Company ('NBFC') had sanctioned Supply Chain
Financing Limit to the Parent Company, as a sub-limit of a customer. Under
such limit, during an earlier year such NBFC had discounted sales bills of
customer and an amount of Rs. 39.94 million (March 31, 2024: Rs 34.92
million; March 31, 2023: Rs 34.92 million) is outstanding (which includes
interest portion on it).
As per the terms of Sanction letter, in case the customer fails to pay the
outstanding amount including interest on due date, the same will be recovered
from customer by liquidation of security / PDC cheques provided by the
customer. Further, in case the outstanding is not realisable the recourse will
39.94 39.94 39.94
be on the Parent Company. NBFC has obtained postdated cheques from
customer before discounting the sales bills to the Parent Company and thus
the claim of NBFC lies against customer and not against the Parent Company.
NBFC has initiated legal proceedings against the Parent Company, and one
of its directors in relation to the amount outstanding and penal interest. The
Parent Company has filed a counter claim against NBFC of Rs. 50 million
for defamation and a recovery suit have been filed by the Parent Company.
The Group has disclosed penal interest as contingent liabilities.
Note:
The Commissioner of Central Excise, Delhi (“CE”) passed an order dated 27.10.2011 against the Parent Company alleging
that, the Parent Company had availed CENVAT Credit, under the Cenvat Credit Rules, 2004, for an aggregate amount of Rs
158.58 million on purchase of aluminium scraps which were utilized in clandestine manner and without proper accounting.
Additionally, the Parent Company was directed to pay an amount of Rs 41.76 million on account of duty short paid on
clearance of aluminium dross in the guise of ash and residue. The Parent Company filed appeal against the said order of CE
before Customs, Excise and Service Tax Appellate Tribunal, Principal Bench, New Delhi (“CESTAT”) and the CESTAT after
careful perusal of the facts and circumstances of the case and appreciation of the evidence available and attending
circumstances passed an order dated 04.12.2015 in the favour of the Parent Company by setting aside all the allegations of
the CE for the reason same being baseless and uncorroborated. CE filed a prosecution case in the Court of Chief Judicial
Magistrate, Faridabad in the year 2016 u/s 9 and 9AA of the Central Excise Act, 1944. Section 9 and 9AA lays down the
provision about criminal prosecution, imprisonment and penalty. The amount of penalty referred under Section 9 and 9AA of
the Central Excise Act, 1944 cannot be ascertained since this purely depends upon the discretion of the judge, therefore the
question of quantification of contingent liability does not arise at this juncture at all. Moreover, in prosecution cases the focus
of the courts are more on imprisonment not monetary recovery for which appeal is the right remedy. The Parent Company
based on in-house assessment does not expect any liability on account of above.
36Note: Based on the favourable decisions in similar cases, assessment of in-house legal advisor, discussions with the consultants
and legal opinions obtained by the Group in case of (i) to (vii) above, the Group believes that it has good merits on the matters
and hence no provision there-against is considered necessary.
For further details, see “Restated Consolidated Financial Information”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Outstanding Litigation and Material
Developments” on pages 338, 443 and 485, respectively.
(Remainder of this page has been intentionally left blank)
37Summary of related party transactions
A summary of the related party transactions entered into by our Company in the last three Fiscals, as per the requirements of Ind AS 24 - Related Party Disclosures read with
the SEBI ICDR Regulations is set forth in the table below:
(₹ in million)
Name of related party Nature of Transactions For the year % of Total For the year % of Total For the year % of Total
ended March Revenue for year ended March 31, Revenue for year ended March 31, Revenue for year
31, 2025 ended March 31, 2024 ended March 31, 2023 ended March 31,
2025 2024 2023
Mr. Satish Kaushik Loan given - - - - 1.40 0.00%
Mr. Satish Kaushik Loan received back - - - - 1.26 0.00%
Mr. Mohan Agarwal Remuneration Paid 22.97 0.03% 20.03 0.03% 18.21 0.03%
Mr. G.S Agarwala Remuneration Paid 12.55 0.02% 11.00 0.02% 6.84 0.01%
Mr Akshay Agarwal Remuneration Paid 10.26 0.02% 8.49 0.01% 4.76 0.01%
Mr Raghav Agarwal Remuneration Paid 6.27 0.01% 4.57 0.01% 3.17 0.01%
Mrs. Mandakini Agarwal Remuneration Paid 2.16 0.00% 1.98 0.00% 1.80 0.00%
Mr. Satish Kaushik Remuneration Paid 3.33 0.01% 1.29 0.00% 5.89 0.01%
Mr. Lohit Chhabra Remuneration Paid - - - - 1.36 0.00%
Ms. Rajni Bagla Remuneration Paid 2.00 0.00% 2.00 0.00% -
Ms Sonam Garg Remuneration Paid 0.23 0.00% 0.21 0.00% -
Ms Srishti Saxena Remuneration Paid 1.40 0.00% 0.25 0.00% -
Mr Ajay Bansal Remuneration Paid - - 1.37 0.00% -
Ms. Ayushi Verma Remuneration Paid 0.20 0.00% - -
Ms. Neelam Malik Remuneration Paid 0.20 0.00% 0.40 0.00% -
Mr. SS Rana Remuneration Paid 6.02 0.01% 6.50 0.01% -
Mr. Sumit Gupta Remuneration Paid 0.92 0.00% - -
Ms. Ekas Aggarwal Remuneration Paid 2.16 0.00% 1.08 0.00% - -
Mr. Satpal Kumar Arora Sitting Fees 0.65 0.00% 0.75 0.00% 0.65 0.00%
Mr. Balvinder Kumar Sitting Fees 0.68 0.00% 0.55 0.00% 0.45 0.00%
Ms. Rashmi Verma Sitting Fees 0.60 0.00% 0.50 0.00% 0.45 0.00%
Mr. Gyan Mohan Sitting Fees 0.75 0.00% 0.70 0.00% 0.70 0.00%
Mrs. Suman Bala Sitting Fees - 0.00% 0.00 0.00% - -
Payment against lease
Smt. Kalawati Agarwal* - - 1.65 0.00% 3.30 0.01%
liabilities
Shri Mohan Agarwal** Payment against lease 26.70 0.04% 24.84 0.04% 26.73 0.05%
38liabilities
Payment against lease
Smt. Pratibha Agarwal* - - 1.80 0.00% 3.60 0.01%
liabilities
Mr. G.S Agarwala Buyback of equity shares - - 75.00 0.13% - -
Smt. Kalawati Agarwal - - 75.00 0.13% - -
Nikkei MC Aluminium
Sale of goods 219.95 0.33% 1,504.98 2.53% 1,828.30 3.12%
Company Limited
Nikkei CMR Aluminium
Sale of goods - 0.20 0.00% - 0.00%
India Private limited
Toyota Tsusho Corporation Sale of goods 143.60 0.22% 636.02 1.07% 650.49 1.11%
Nikkei CMR Aluminium Sale of property, plant and
9.63 0.01% 0.16 0.00% - 0.00%
India Private Limited equipment
CMR-Chiho Industries India Purchase of raw materials
- - - - 1.40 0.00%
Private Limited and traded goods
CMR-Chiho Recycling Purchase of property, plant
- - - - 2.77 0.00%
Technology Private Limited and equipment
CMR-Chiho Industries India Purchase of property, plant
- - - - 8.38 0.01%
Private Limited and equipment
CMR-Chiho Industries India
Purchase of store items - - - - 5.61 0.01%
Private Limited
Nikkei MC Aluminium
Purchase of store items - - - - 0.03 0.00%
Company Limited
Toyota Tsusho India Private
Commission paid - - 7.93 0.01% 6.15 0.01%
Limited
Toyota Tsusho India Private Corporate Guarantee
- - 12.65 0.02% 12.47 0.02%
Limited commission Received
CMR-Chiho Recycling
Technologies Private Loan taken - - - - 4.27 0.01%
Limited
Kent Industrial Park Private
Loan taken - - 12.49 0.02% 6.60 0.01%
Limited
CMR-Chiho Recycling
Technologies Private Loan repaid - - - - 1.15 0.00%
Limited
Kent Industrial Park Private
Limited (represents Loan repaid - - - - 4.24 0.01%
conversion to equity share
39capital)
Nikkei-CMR Aluminium Expenses made on behalf of
- - 89.61 0.15% 4.39 0.01%
India Private Limited related Party
CMR-Chiho Recycling
Expenses made on behalf of
Technologies Private - - - - 0.95 0.00%
related Party
Limited
Toyota Tsusho India Private
Freight Expenses - - 0.52 0.00% 0.35 0.00%
Limited
Kent Industrial Park Private
Interest Paid - - 1.31 0.00% 0.34 0.00%
Limited
Investment made in Equity
Nikkei CMR Aluminium
portion of Corporate 0.23 0.00% 0.12 0.00% - 0.00%
India Private Limited
Guarantee
Nikkei-CMR Aluminium
Guarantee Given 156.00 0.23% 234.00 0.39% - 0.00%
India Private Limited
CMR Chiho Industries India
Guarantee Withdrawn - - - - 350.00 0.60%
Private Limited
Toyota Tsusho India Private Management support fees
8.34 0.01% - - - -
Limited Received
Nikkei-CMR Aluminium Management support fees
- - 11.98 0.02% - -
India Private Limited Received
Sanjivani Metal Trading
Sale of goods - - 215.27 0.36% 192.34 0.33%
Private Limited
Sanjivani Metal Trading Purchase of raw materials
13.32 0.02% 218.62 0.37% 220.62 0.38%
Private Limited and traded goods
Purchase of raw materials
Kataria Automobiles Pvt. Ltd - - 1.51 0.00% - -
and traded goods
Sanjivani Metal Trading Purchase of property, plant
- - - - 7.23 0.01%
Private Limited and equipment
Sanjivani Metal Trading
Purchase of store items - - - - 0.05 -
Private Limited
CMR Tech Solutions Private
Loan repaid - - 2.47 0.00% - -
Limited
Sanjivani Metal Trading Expenses made Other on
- - - - 0.06 -
Private Limited behalf of related Party
CMR Tech Solutions Private Expenses made on behalf of
- - 0.14 0.00% - -
Limited related Party
40CMR Tech Solutions Private
Interest Paid - - 0.23 0.00% 0.19 -
Limited
Sanjivani Metal Trading
Interest Paid 0.03 0.00% 3.61 0.01% 5.81 0.01%
Private Limited
Sanjivani Metal Trading
Interest Received 1.29 0.00% 4.69 0.01% 11.47 0.02%
Private Limited
Kataria Automobiles Pvt Ltd. Rent Paid - - 0.01 0.00% - -
*Rent of Rs. Nil (March 31, 2024: Rs 3.45 million; March 31, 2023 : Rs. 6.90 million) paid to Smt. Kalawati Agarwal and Smt. Pratibha Agarwal for residence of Shri. Akshay Agarwal.
** Rent of Rs 26.70 million (March 31, 2024: Rs 24.84 million; March 31, 2023: Rs 26.73 million) paid to Shri Mohan Agarwal for residence of Shri Gauri Shankar Agarwala.
For further details, see “Related Party Transactions” on page 441.
41Details of financing arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company, during
a period of six months immediately preceding the date of this Draft Red Herring Prospectus.
Weighted average price at which specified securities were acquired by the Promoters and Selling
Shareholders in the one year preceding the date of this Draft Red Herring Prospectus
The weighted average price at which the equity shares of our Company were acquired by our Promoters and
Selling Shareholders, in the one year preceding the date of this Draft Red Herring Prospectus, is set forth below:
Number of Equity Shares acquired in
Weighted average price
Sr. the last one year preceding the date of
Name of the Shareholder of acquisition per Equity
No. this Draft Red Herring Prospectus of
Share (in ₹)*
face value of ₹2 each
Promoters
1. Mohan Agarwal# Nil NA
2. Pratibha Agarwal Nil NA
3. Akshay Agarwal 20,915,009** Nil
4. Raghav Agarwal 21,720,569** Nil
Selling Shareholders
Gauri Shankar Agarwala HUF (through its
5. Nil NA
karta)
6. Mohan Agarwal HUF (through its karta) Nil NA
7. Global Scrap Processors Limited Nil NA
#Also, Selling Shareholder
**Transfer of Equity Shares from Mohan Agarwal by way of gift
* As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August 29, 2025.
Weighted average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders
The weighted average cost of acquisition per Equity Share by our Promoters and the Selling Shareholders, as on
date of this Draft Red Herring Prospectus is as follows:
Name of the Number of Equity Face value per Equity Weighted average cost of
Shareholder Shares acquired as on Share (₹) acquisition per Equity
date of this Draft Red Share (₹)*
Herring Prospectus
Promoters
Mohan Agarwal#^ 9,38,54,881 2 0.01
Pratibha Agarwal^ 44,349,780 2 0.02
Akshay Agarwal^ 21,905,549 2 Nil
Raghav Agarwal^ 21,905,549 2 Nil
Selling Shareholders
Gauri Shankar Agarwala
6,466,620 2 0.05
HUF (through its karta)^
Mohan Agarwal HUF
1,980,540 2 0.08
(through its karta)^
Global Scrap Processors
28,589,450 2 Nil
Limited^
#Also, Selling Shareholder
^ For the purpose of calculation of the weighted average cost for equity shares issued pursuant to merger, we have assumed Nil cost for the
Promoter, Promoter Group and Selling Shareholders.
* As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August 29, 2025.
Details of the price at which specified securities were acquired in the last three years immediately preceding
the date of this Draft Red Herring Prospectus by our Promoters, the Promoter Group, the Selling
Shareholders and the Shareholders with rights to nominate one or more directors on the Board or other
rights
Except as stated in the section “Capital Structure- Details of price at which specified securities were acquired
in the last three years preceding the date of this Draft Red Herring Prospectus” on page 121, there have been
42no specified securities that were acquired in the last three years immediately preceding the date of this Draft Red
Herring Prospectus, by our Promoters, the Promoter Group, the Selling Shareholders and Shareholders with rights
to nominate one or more directors on the Board of our Company or other rights, as applicable.
Weighted average cost of acquisition of all shares transacted in last three years, 18 months and one year
preceding the date of this Draft Red Herring Prospectus
Weighted average Cap Price is ‘x’ times Range of acquisition
Period cost of acquisition the weighted average price: lowest price –
(in ₹)# cost of acquisition* highest price (in ₹)#
Last one year preceding the Nil [●] Nil
date of this Draft Red Herring
Prospectus
Last 18 months preceding the Nil [●] Nil
date of this Draft Red Herring
Prospectus
Last three years preceding the Nil [●] Nil
date of this Draft Red Herring
Prospectus
# As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August 29, 2025.
* To be updated in the Prospectus, following finalisation of the Cap Price.
Details of Pre-IPO Placement
Our Company is not contemplating any pre-IPO Placement.
Issue of Equity Shares for consideration other than cash in the last one year
Our Company has not issued any Equity Shares for consideration other than cash, in the one year preceding the
date of this Draft Red Herring Prospectus.
Split or consolidation of Equity Shares in the last one year
Our Company has not undertaken any split or consolidation of its Equity Shares in the one year preceding the date
of this Draft Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
An exemption application dated August 29, 2025 under Regulation 300(1)(c) of SEBI ICDR Regulations has been
submitted by our Company to SEBI along with this Draft Red Herring Prospectus for seeking exemption from
SEBI from strict compliance with the disclosure requirements concerning (i) CMR-Chiho Recycling Technologies
Private Limited; (ii) CMR Chiho Industries India Private Limited ; (iii) Kataria Automobiles Private Limited in
the Offer Documents in their capacity as a group company and joint venture of our Company, as applicable, based
on confirmations and undertakings that would typically be provided by a group company and joint ventures, as
applicable.
In view of non-receipt of the relevant confirmations and undertakings by (i) CMR-Chiho Recycling Technologies
Private Limited; (ii) CMR Chiho Industries India Private Limited ; (iii) Kataria Automobiles Private Limited, in
order to comply with the disclosure requirements specified under the SEBI ICDR Regulations, our Company has
disclosed such details pertaining to (i) CMR-Chiho Recycling Technologies Private Limited; (ii) CMR Chiho
Industries India Private Limited ; (iii) Kataria Automobiles Private Limited in the section titled “Our Group
Companies” and “Our Subsidiaries and Joint Ventures” on pages 332 and 294, only to the extent such
information is publicly available from the websites of certain government authorities and other public databases.
See “Risk Factors - CCIIPL, CMRC and KAPL which have been identified as a group company of the Company
and CCIIPL and CMRC which have been identified as a joint venture of the Company in terms of the SEBI
ICDR Regulations, have not provided information or any confirmations or undertakings pertaining to itself
that are required to be disclosed in relation to a company identified as a group company and/or joint venture
in this Draft Red Herring Prospectus” on page 86.
43SECTION II – RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Investors 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. This section addresses general risks associated with the industry in
which we operate, and specific risks associated with our Company. To obtain a complete understanding of our
Company and our business, prospective investors should read this section in conjunction with the sections
“Industry Overview”, “Our Business”, “Key Industry Regulations and Policies in India”, “Management’s
Discussion and Analysis of Financial Position and Results of Operations” and “Outstanding Litigation and
Material Developments” on pages 248, 248, 485, 279 and 443 respectively, as well as “Summary of the Offer
Document– Summary of selected financial information derived from the Restated Consolidated Financial
Information” and “Other Financial Information” on pages 28 and 97 in this Draft Red Herring Prospectus.
The risk factors set forth below are not exhaustive and do not purport to be complete or comprehensive in terms
of all risk factors that may arise in connection with our business, or the only ones relevant to us, the Equity Shares
or the industry segments in which we currently operate or any decisions to purchase own or dispose of Equity
Shares. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may
also impair our businesses, results of operations, financial condition and cash flows. Unless specified or
quantified in the relevant risk factors below, we are not in a position to quantify the financial implication of any
of the risks mentioned below. If any or a combination of the following risks, or other risks that are not currently
known or are not currently deemed material, 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 investors
may lose all or part of their investment. Further, some events may be material collectively rather than individually.
Potential Investors should pay particular attention to the fact that our Company is incorporated under the laws
of India and is subject to a legal and regulatory environment, which may differ in certain respects from that of
other countries. 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 suffer,
the price of the Equity Shares could decline, and you may lose all or part of your investment. In making an
investment decision, prospective investors must rely on their own examination of us, our business and the terms
of the Offer including the merits and risks involved. Potential Investors should consult their tax, financial and
legal advisors about particular consequences to them of an investment in the Offer.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result
of certain factors, including the considerations described below and elsewhere in this Draft Red Herring
Prospectus. See the section “Forward-Looking Statements” beginning on page 23.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year,
and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless
otherwise indicated or the context otherwise requires, the financial information for the Fiscals 2025, 2024 and
2023, included herein is based on or derived from the Restated Consolidated Financial Information included in
this Draft Red Herring Prospectus. For details, see “Restated Consolidated Financial Information” beginning
on page 338. The Restated Consolidated Financial Information is based on our audited financial statements and
is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations.
Unless stated or the context requires otherwise, the financial information in this Draft Red Herring Prospectus is
derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus.
The industry and market data used in this section, unless otherwise indicated, has been derived from the report
“Assessment of Global and Domestic Metal Recycling & recovery market on the Metal Recycling industry” dated
August 2025, (“ICRA Report”) prepared and issued by ICRA and commissioned and paid for by our Company
for an agreed fee, exclusively for the purpose of this Offer. A copy of the ICRA Report is available on the website
of our Company at https://cmr.co.in/shareholder-relation/ from the date of this Draft Red Herring Prospectus
until the Bid/ Offer Closing Date. Unless otherwise indicated, all financial, operational, industry and other related
information derived from the ICRA Report and included herein with respect to any particular year refers to such
information for the relevant calendar year. Further, the ICRA Report is not a recommendation to invest or
disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the ICRA
Report. The views expressed in the ICRA Report are that of ICRA. For more information and risks in relation to
commissioned reports, see “Risk Factors- Industry information included in the Offer Documents has been
derived from the ICRA Report, which was prepared by ICRA and exclusively commissioned and paid for by
44our Company for the purposes of the Offer, and any reliance on information from the ICRA Report for making
an investment decision in the Offer is subject to inherent risks” on page 56. Also see, “Certain Conventions,
Use of Financial Information and Market Data and Currency of Presentation” on page 19.
Further, there are certain risk factors where the financial impact is not quantifiable and, therefore, cannot be
disclosed in such risk factors. 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. For details
relating to the defined terms in the section, see “Definitions and Abbreviations” beginning on page 2. Unless the
context otherwise requires, in this section, references to “our Company” or “the Company” or “we”, “us”,
“our” refers to CMR Green Technologies Limited on consolidated basis.
INTERNAL RISK FACTORS
1. We depend on a limited number of customers for significant portions of our revenues. For Fiscal 2025,
22.98% of our consolidated revenue from operations was derived from our top 3 customers, and 35.01%
was contributed by our top 5 customers. The loss of one or more of our top customers or significant
reduction in production and sales of, or demand for our production from our significant customers may
adversely affect our business, financial condition, result of operations and cash flows.
A significant proportion of our revenues have historically been derived from a limited number of customers.
Reliance on a limited number of customers for our business may generally involve several risks. These risks may
include, but are not limited to, reductions, delays or cancellation of orders from our significant customers, a failure
to negotiate favourable terms with our key customers or the loss of these customers, all of which would have a
material adverse effect on the business, financial condition, results of operations, cash flows and future prospects
of our Company. Further, there is no guarantee that we will retain the business of our existing key customers or
maintain the current level of business with each of these customers. In order to retain some of our existing
customers, we may also be required to offer terms to such customers which may place restraints on our resources.
Additionally, our revenues may be adversely affected if there is an adverse change in any of our customers’ supply
chain strategies or a reduction in their outsourcing of products we offer, or if our customers decide to choose our
competitors over us or if there is a significant reduction in the volume of our business with such customers.
During the Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023, our Company served 112, 100,
and 101 customers, respectively, on a consolidated basis for the sale of aluminium and zinc alloys.
The table set forth below provides the revenue contribution and revenue contribution as a percentage of our
revenue from operations of our top 3 customers, top 5 customers and top 10 customers, for Fiscal 2025, Fiscal
2024 and Fiscal 2023, respectively based on the Restated Consolidated Financial Information.
Customers Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a Revenue As a Revenue As a
contribution percentage of contribution percentage contribution percentage
(₹ in million) the revenue (₹ in million) of the (₹ in million) of the
from revenue revenue
operations (%) from from
operations operations
(%) (%)
Top 3 customers 15,311.13 22.98% 14,141.61 23.75% 12,715.91 21.67%
Top 5 customers 23,331.09 35.01% 20,616.70 34.63% 18,633.73 31.75%
Top 10 35,182.55 52.78% 30,490.93 51.20% 28,194.68 48.05%
customers
We derive a significant portion of our revenue from operations from few customers and repeat orders from
customers which we identify as orders placed by customers that have placed orders with our Company previously.
Our revenues from repeat orders from customers for the Fiscal 2025, Fiscal 2024, and Fiscal 2023 is as set out
below.
The details of our revenues from repeat orders from such customers for the Fiscal 2025, Fiscal 2024 and Fiscal
2023 are as set out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue of Repeat Customers (₹ in million) 64,907.72 57,111.91 53,360.26
45Revenue from Operations (excluding export incentives) (₹ in
million) 66,639.69 59,463.73 58,556.30
Revenue from repeat customers as a Percentage of Revenue
from Operations (excluding export incentives) (in %) 97.40% 96.04% 91.13%
Note: Revenue from repeat customers is revenue from customers where our Company would have recognized revenue from such customer in
at least one fiscal during the last three fiscals preceding the fiscal for which the data is being disclosed.
We have historically been dependent, and expect to depend, on such customers and on repeat orders, for a portion
of our revenue and the loss of any them for any reason (including due to loss of, or termination of existing
arrangements, limitation to meet any change in quality specification, customization requirements, or change in
construction technology; disputes with a customer; adverse changes in the financial condition of our customers,
such as possible bankruptcy or liquidation or other financial hardship or 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 have long-standing relationships with tier 1 auto component suppliers (“Tier 1 companies”) and original
equipment manufacturers (“OEMs”) and channel partners customers ranging from 16 years to more than 19 years.
Our reliance on a select group of customers may constraint our ability to negotiate our arrangements, which may
have an impact on our profit margins and financial performance. The deterioration of the financial condition or
business prospects of these customers could reduce their requirement of our goods and result in a significant
decrease in the revenues we derive from them. The loss of all or a substantial portion of sales to such customers,
any disputes with them or any adverse developments in our relationships with them may adversely affect our
business, results of operations, financial condition and cash flows, therefor maintaining strong relationships with
our key customers is essential to our business strategy and to the growth of our business.
Some of our customers may place demands on our resources or may require us to undertake additional obligations
which have the effect of increasing our operating costs and therefore affect our profitability. Further, a decline in
our customers’ business performance may lead to a corresponding decrease in demand for our products.
Furthermore, the volume of work performed for these customers may vary from period to period and we may not
be the exclusive alloy supplier for our customers. In addition, we rely primarily on purchase orders, and do not
typically enter into arrangements with firm commitments on pricing. Consequently, the loss of any existing key
customer, may significantly affect our revenues, and we may have difficulty securing comparable levels of
business from other customers or secure new customers to offset any loss of revenue from the loss of any of our
existing key customers. As a consequence of our reliance on such customers, any adverse change in the financial
condition of these customers may also have an adverse effect on our business, financial condition, results of
operations, cash flows and future benefits.
2. We derive a substantial portion of our revenue from the sale of key products such as liquid aluminium
alloys and aluminium alloy ingots which contribute 78.42%, 76.95% and 73.13% of our revenue from
operations excluding export incentives for Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively and any
loss of sales due to reduction in demand for these products could adversely affect our business, financial
condition, results of operations and cash flows. In addition, we may not be able to diversify into new
product lines which may adversely affect our business, revenue from operations, cash flows and financial
condition
We rely heavily on revenue generated from the sale of certain products including liquid aluminium alloys and
aluminium alloy ingots. In case there is a significant shift in the demand for such key products, or if our customers
start relying on other suppliers for such products, or if better substitutes are available in market, it could adversely
affect our business, results of operations, profitability and margins, cash flows and financial condition. While we
have not experienced any material decline in our sale of finished products in the last three Fiscals, there is no
assurance that we will not face any such decline in sale of finished products in the future.
The table below sets forth the ratio of the revenue contribution from our key products in liquid aluminium alloys
and aluminium alloy ingots as a percentage of our revenue from operations excluding export incentives for the
last three Fiscals.
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of Revenue % of Revenue % of
contribution revenue contribution revenue contribution revenue
from from from
46operations* operations* operations *
Liquid 28,745.11 43.14% 24,298.31 40.86% 21,080.83 36.00%
aluminium
alloys
Aluminium 23,510.90 35.28% 21,461.66 36.09% 21,740.82 37.13%
alloy ingots
Total 52,256.01 78.42% 45,759.97 76.95% 42,821.65 73.13%
*Revenue from operations exclude export incentives
Our future success will also depend in part on our ability to reduce our dependence on the above products by
introducing new products based on the evolving market trends in a timely manner. We intend to diversify into
new product lines such as aluminium billets and used beverage cans recycling, and we have already incurred
significant capex for the same. There can be no assurance that the products we introduce will achieve market
acceptance. We may be unable to anticipate changes in technology and regulatory standards in the future. As a
result, we may not be able to successfully develop and bring to market new and innovative and/or improved
products or respond to evolving business models. Further, we cannot assure you that we will succeed in effectively
implementing the new technology required in new product offerings or that we will be able to recover our
investments since we will be subject to the risks generally associated with new product introductions and
applications, including unproven know-how, unreliable technology, inexperienced staff, and possible defects in
products. Any failure to successfully manufacture and market new products could adversely affect our business,
results of operations, profitability and margins, cash flow and financial condition.
3. We do not have firm commitment long-term agreements with our customers. If our customers choose not
to source their requirements from us or manufacture such products in-house, our business, cash flows
and results of operations may be adversely affected.
We primarily rely on short term purchase orders to govern the volume and other terms of our sales of products,
from our customers, and do not typically enter into a firm commitment on pricing or long-term contracts. Many
of the purchase orders we receive from our customers specify a price per unit and delivery schedule. However,
such orders may be amended or cancelled prior to finalisation, and should such an amendment or cancellation
take place, it may adversely impact our revenue and production schedules.
Additionally, certain customers have stringent standards for product quantity and quality as well as delivery
schedules. Although we have not faced any past instances for cancellation or non-renewal of contract due to failure
to meet requirement of the customer which have had material effect on our business, cash flows, results of
operations and financial condition in preceding three years, any failure to meet our customers’ expectations and
specifications could result in the cancellation or non-renewal of contracts or purchase orders. There are also a
number of factors other than our performance that could cause the loss of a customer. Customers may demand,
among others, price reductions, set-off any payment obligations, require indemnification for themselves or their
affiliates, change their outsourcing strategy by moving more work in-house, any of which may have an adverse
effect on our business, cash flows, results of operations and financial condition. Further, most of our
manufacturing facilities are strategically located close to some of our customers’ facilities, which is essential for
us to make deliveries of liquid aluminium alloys and plays a significant role in aiding and nurturing a strong
relationship with our customers. However, any of such customers may choose to relocate to a new location for
business operations or there may be a disruption in the manufacturing operations of such customers in which case,
our business, results of operations, cash flows and financial condition may be adversely affected.
Accordingly, we face the risk that our customers might not place any order or might place orders of lesser than-
expected size or may even cancel existing orders or make changes in their policies which may result in reduced
quantities being manufactured by us for our customers.
Although we have not faced any past instances for cancellations, reductions or instructions to delay production
(thereby delaying delivery of products manufactured by us) which have had material effect on our business, cash
flows, results of operations and financial condition in preceding three years, any cancellations, reductions or
instructions to delay production (thereby delaying delivery of products manufactured by us) by a significant
customer could adversely affect our results of operations by reducing our sales volume, as well as possibly cause
delays in our customers paying us for the order placed for purchasing the inventory with us which we would have
manufactured for them. We may not find any customers for the unutilized capacity, in which case we would be
forced to incur a loss. For instance, in facilities that have been specially set up for servicing a single customer or
where a significant portion of the revenue is derived from a single customer, lower utilization of these
manufacturing facilities could also result in our realizing lower margins as we may not be able to undertake
manufacturing in large numbers which is critical to our business. Consequently, as there is no commitment on the
47part of the customer to continue to place new orders with us, our sales from period to period may fluctuate
significantly as a result of changes in our customers’ preferences.
4. We heavily depend on our customers in the automotive industry and are significantly dependent on the
performance of the automotive sector in India and overseas. A loss of, or a significant decrease in business
from these customers or a change in the preference of alloys used in the automotive industry or any
adverse changes in the conditions affecting this sector can adversely impact our business, results of
operations, cash flows and financial condition.
Our business is heavily dependent on the Tier 1 companies and OEMs and their performance in the automotive
sector in India and overseas. During the Fiscals 2025, 2024 and 2023, our Company supplied 98.10%, 95.30%
and 91.24% aluminium alloy, respectively, to Tier 1 companies and OEMs as a percentage of our overall
aluminium alloy sales volume (including exports). The revenue contribution from sales of our products to OEMs
and Tier 1 companies in the automotive industry, as a percentage of our total revenue from operations on a
consolidated basis, during Fiscal 2025, 2024 and 2023 was 77.13%, 73.27% and 67.09%, respectively, based on
the Restated Consolidated Financial Information. As a result of our dependence on these customers, any loss of
business from, or any significant reduction in the volume of business with, any of these customers, if not replaced,
could materially and adversely affect our business, cash flows, financial condition and results of operations.
As per ICRA Report, recycled aluminium grades such as ADC12, LM6, and other die-casting alloys are in high
demand from the automotive sector, especially for engine components, housings, and transmission parts. As
OEMs ramp up production, particularly in two-wheelers and small passenger cars, demand for these ingots surges.
Additionally, with the rise of EV manufacturing and light weighting requirements, secondary aluminium
consumption in castings is increasing.
The automotive industry tends to be affected directly by trends in the general economy. We believe that the
automotive industry is sensitive to general economic conditions and factors such as consumer demand, consumer
confidence, inflation, employment and disposable income levels, interest rate levels, demographic trends,
technological changes, increasing environmental, health and safety regulations, government policies, political
instability and fuel prices which may negatively affect the demand for our products. Even before the economic
slowdown, there was a reduction in automobile sales in India. We believe that this reduction was on account of
the slow-down in the overall economy, higher insurance costs and the scheduled adoption of Bharat Stage VI
emission standards. In particular, any technology driven disruption may change the way the automotive industry
operates and could adversely affect certain of our existing customers if they are unable to anticipate and act upon
these changes. Further, this sectoral dependence means any fluctuations in automotive output—due to chip
shortages, regulatory changes, or demand shifts have a direct impact on pricing trends.
Further, our operations are cyclical because our sales are directly dependent on the level of automotive production
and affected by inventory levels of automotive manufacturers, which has been characterized historically by
significant periodic fluctuations in overall demand for vehicles to which we supply products, resulting in
corresponding fluctuations in demand for our products. The length and timing of any cycle in the vehicle industry
cannot be predicted with certainty. We cannot predict when manufacturers will decide to either build or reduce
inventory levels or whether new inventory levels will approximate historical inventory levels. Production and
sales of the vehicles for which we supply products are affected by, among other things, a variety of other factors
that are beyond our control.
Any significant reduction in vehicle sales and production by our customers could have a significant negative effect
on the demand for our products. In the event of a decrease in demand for two-wheelers or passenger vehicles in
India or overseas, or any developments that make the sale of components in the two-wheeler or passenger vehicle
market in India and overseas less economically beneficial, we may experience adverse impact on our business,
cash flows, results of operations and financial condition. In addition, the automotive industry come to use products
other than the recycled aluminium alloys that we manufacture. Further, a significant portion of our sales used in
the manufacture of parts for internal combustion engines in cars, may or may not be used in electric vehicles. This
could have a significant impact on our sales. These and other factors may negatively contribute to changes in the
prices of and demand for our products in India and may adversely affect our business, cash flows, results of
operations and financial condition.
5. Conflicts of interest may arise out of common business objects shared by our Company and some of our
Group Companies. Additionally, our Promoters may have in the past been associated with other companies
which may have similar names and may be in the same line of business as that of our Company.
48Certain of our Group Companies, namely Nikkei CMR Aluminium India Private Limited, Nikkei MC Aluminium
Company Limited and Toyota Tsusho Corporation, may potentially compete with our Company, which may result
in a potential conflict of interest.
We have also, in the past, entered into certain sale and purchase transactions with our Group Companies, the
details of which are set forth hereunder:
Sale transactions
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Total amount transacted (₹ in million) 368.28 2,356.46 2,671.13
Total income(₹ in million) 66,966.63 59,684.44 58,898.95
% of total income 0.55% 3.95% 4.54%
Purchase transactions
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Total amount transacted (₹ in million) 13.32 220.13 222.02
Total Expenses (₹ in million) 64,866.69 58,383.85 57,517.01
% of total expenses 0.02% 0.38% 0.39%
Further, after the completion of the Offer, our Promoters and members of the Promoter Group will hold
approximately [●]% of our outstanding Equity Shares. Accordingly, our Promoters and members of the Promoter
Group will continue to exercise significant influence over our business and all matters requiring shareholders'
approval. The interests of our Promoters, as our Company’s controlling shareholders, could conflict with our
Company’s interests, your interests or the interests of our other shareholders.
We will endeavour to take adequate steps to address any conflict of interest by adopting the necessary procedures
and practices as permitted by applicable law, to address any conflict which may arise in the future. We have
adopted a policy titled ‘Related Party Transaction Policy’ to address situations of conflict involving Directors
and Promoters, especially in respect of related party transactions and those giving rise to conflict of interest. In
accordance with the Related Party Transaction Policy, decisions to enter into transactions in which there are
conflicts of interest with Directors or Promoters will require unanimous approval of the Directors. However, there
can be no assurance that our Promoters or our Group Companies or members of the Promoter Group will not
compete with our existing business or any future business that we may undertake or that their interests will not
conflict with ours. Any such conflicts could have a material adverse effect on our reputation, business, cash flows,
results of operations and financial condition.
6. Volatility in the supply and pricing of our raw materials may have an adverse effect on our business, cash
flows, financial condition and results of operations. We depend on third party suppliers for the supply of
raw materials required for our business operations and our raw material suppliers could fail to meet their
obligations or availability of the raw materials or fluctuations in their prices, which may have a material
adverse effect on our business, cash flows, results of operations and financial condition.
The principal raw materials used in our manufacturing process include aluminium based scrap such as Zorba,
Zurik, Taint Tabor, Tense, Troma, Turning and Tally, as well as stainless steel-based metal scraps, among others.
Our ability to remain competitive and profitable depends on our ability to source and maintain a stable and
sufficient supply of raw materials. The table set forth details of our cost of raw materials consumed, including
purchase of traded goods and changes in inventories of finished and traded goods as a % of our revenue from
operations for the period:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in As a percentage of ₹ in As a percentage ₹ in As a percentage
million the revenue from million of the revenue million of the revenue
o perations (%) from operations from operations
( %) ( %)
Cost of raw 58,825.03 88.24% 53,108.59 89.22% 52,423.38 89.33%
49Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in As a percentage of ₹ in As a percentage ₹ in As a percentage
million the revenue from million of the revenue million of the revenue
o perations (%) from operations from operations
( %) ( %)
materials
consumed,
including
purchase of
traded goods
and changes
in inventories
of finished
and traded
goods
Details of our top 10 suppliers as a percentage of our total purchases of raw materials and traded goods by our
Company on a consolidated basis, during Fiscals 2025, 2024 and 2023, based on the Restated Consolidated
Financial Information are disclosed hereunder.
Suppliers Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in million % of total ₹ in million % of total ₹ in million % of total
raw raw raw
materials materials materials
and traded and traded and traded
goods goods goods
purchased purchased purchased
Top 3 12,393.62 20.37% 13,582.24 25.59% 11,442.21 22.38%
suppliers
Top 5 17,245.96 28.36% 17,831.34 33.59% 15,377.74 30.08%
suppliers
Top 10 23,839.33 39.20% 25,102.25 47.29% 22,093.51 43.22%
suppliers
Our ability to remain competitive, maintain costs and profitability depend, in part, on our ability to source and
maintain a stable and sufficient supply of raw materials at acceptable prices. We maintain cordial relationships
with our suppliers as we depend on them for materials and components required and typically purchase materials
and components on a purchase order basis and do not have any long-term supply contracts or commitments.
Furthermore, in order to ensure standards of quality, adherence to delivery schedules, and fulfilment of contractual
obligations, we follow a thorough vendor evaluation, selection, and quality control process while choosing our
suppliers.
We do not have long term agreements with any of our raw material suppliers and we acquire such raw materials
pursuant to our purchase orders from suppliers across the world. Raw material supply and pricing can be volatile
due to a number of factors beyond our control, including global demand and supply, general economic and
political conditions, tariff disputes, transportation and labour costs, labour unrest, natural disasters, competition,
import duties, the outbreak of infectious diseases such as tariffs and currency exchange rates. Although we have
not faced significant disruptions in the procurement of raw materials in the last three Fiscals, there can be no
assurance that we will be able to procure the required quantities and quality of raw materials within the stipulated
timelines. Any discontinuation of such supply or a failure of these suppliers to adhere to the delivery schedule or
the required quality could hamper our production schedule and therefore affect our business and results of
operations. There can be no assurance that demand, capacity limitations or other problems experienced by our
suppliers will not result in occasional shortages or delays in their supply of raw materials. If we were to experience
a significant or prolonged shortage of raw materials from any of our suppliers, and we cannot procure the raw
materials from other sources, we would be unable to meet our production schedules for our key products and to
deliver such products to our customers in a timely manner, which would adversely affect our sales, margins and
customer relations. Additionally, our inability to predict market conditions may result in us placing supply orders
for inadequate quantities of such raw materials. Therefore, we cannot assure you that we will be able to procure
adequate supplies of raw materials in the future, as and when we need them and on commercially acceptable
terms.
We also procure some of our raw materials for our operations by importing them. We could face disruptions in
the supply of raw materials that we import due to several factors including geopolitical tensions, trade and other
50restrictions imposed by governments, natural disasters, transportation delays, or changes in regulatory
requirements, which could adversely affect our ability to conduct our business.
Further, any change in the supplying pattern of our raw materials can adversely affect our business and profits.
Any delay in the supply or delivery of raw materials to us by our suppliers in other countries may in turn delay
our process of manufacture and delivery of products to our customers and this may have an adverse effect on our
business, cash flows and results of operations. Further, any adverse change in policies by other countries, in terms
of tariff and non-tariff barriers or in their environmental laws and regulations, from which our suppliers export
raw materials, may negatively impact our profitability.
7. Our inability to successfully diversify our product offerings may adversely affect our growth and negatively
impact our profitability.
Presently, we primarily manufacture and supply aluminium alloy ingots and liquid aluminium alloys, stainless
steel scrap, and other scrap metal, including copper, brass, zinc and magnesium, to our customers. Our Company
does not currently have a diversified product line or a diversified customer base. Such lack of diversification may
result in the over-reliance of our Company on certain product lines or customers. In the event of a loss of key
customers or a significant reduction in business from such customers, or in the event any of our product lines
become redundant, our business may be impacted adversely. Accordingly, we may diversify and expand our
business operations to other products, or to segments other than manufacturers of personal vehicles or two-
wheelers and Tier 1 companies. Venturing into a new product line or segments may require methods of operations
and marketing and financial strategies different from those currently employed in our Company. Therefore, we
cannot assure you that we will be able to successfully develop our new product lines or expand into new business
segments. Further, we will be subject to the risks generally associated with new product introductions and
applications, including unproven know-how, unreliable technology, inexperienced staff, and delays in
development of the requisite technology. In the absence of sufficient customers for our products or in the segments
to which we are looking to diversify, there can be no assurance that we will be successful in selling the products
manufactured and at the locations of our manufacturing facilities. This may result in lower capacity utilization
and adversely affect our business, financial condition and result of operations. As a result, we may not be able to
achieve projected or satisfactory levels of sales, profits and/or return on investment on our new products or from
segments to which we diversify since there is no assurance that we will receive orders from customers as they
may not be willing to shift their sourcing from existing manufacturers to us. Further, we cannot assure you that
the transition of our manufacturing facilities and resources to fulfil production under new product programs, or to
meet specifications of customers in new segments, will not impact production rates or other operational efficiency
measures at our facilities.
We further cannot assure you that we will succeed in effectively implementing new technology in manufacturing
new products, or to meet the specifications of customers in new segments, or that we will recover our investments.
Any failure in the development or implementation of our operations is likely to adversely affect our business,
results of operations and cash flows.
8. Our manufacturing process is dependent on a technology driven production system. Any inability to
successfully develop or procure specialized technology will adversely affect our business, financial
condition, result of operations and cash flows.
We believe that aluminium alloys are critical to the automotive industry and the automotive component industry,
and that the automobile industry is a design and technology driven industry, which requires us to continuously
invest in developing technologies and undertaking research and development activities.
In certain cases, we depend on our joint venture partners for procuring competitive technologies, and continue,
from time to time, to actively engage with potential joint venture partners for this purpose, which may or may not
materialise. For instance, we were one of the initial suppliers of liquid aluminium over the road to our customers,
pursuant to the know-how gained from our joint venture partners, Toyota Tsusho and Nikkei. If we are unable to
successfully manage our relationships with our joint venture partners, our growth and profitability may suffer.
Further, dependence on third-party partners could lead to an increase in our expenditure, for which there may not
be any assured returns. While we do not make any royalty payments for the use of know-how gained from our
joint venture partners, Toyota Tsusho and Nikkei, we cannot assure you that we will not be required to make such
payments for any potential joint venture agreements that we enter into, in the future.
51Our manufacturing process relies on critical technology purchased from third-party providers, over whom we
have no control. These third parties may freely sell the same or similar technology to our competitors, potentially
diminishing our competitive advantage. This could enable competitors to replicate or enhance over our
manufacturing capabilities, which may adversely impact our market position, operational efficiency, and
profitability.
Additionally, changes in industry requirements or in competitive technologies may render certain of our products
obsolete or less attractive and require us to procure or develop modernized technology for which we may need to,
in future, execute strategic arrangements with patent holders of patented technology or other partners.
Additionally, such modern equipment may also be expensive, and our Company may be restricted in its ability to
purchase such modernized technology.
We cannot assure you that we will be able to secure the necessary technological knowledge, which will allow us
to develop products and to expand our product portfolio in a suitable manner. If we are unable to obtain such
knowledge in a timely manner, or at all, we may be unable to effectively implement our strategies, and our
business, financial condition, results of operations and cash flows may be adversely affected.
9. Restrictions on import of raw materials into India or export of our raw materials from the other
jurisdictions and an increase in shipment cost may adversely impact our business, cash flows and results
of operations.
We also depend on imports to meet a portion of our raw material requirements. The share of the top five countries
from which our Company imports raw materials and traded goods as a percentage of our total imports, during
Fiscal 2025, Fiscal 2024 and Fiscal 2023, on a consolidated basis, based on the Restated Consolidated Financial
Information are disclosed hereunder:
% of total raw material and traded goods imports for
S. No. Jurisdiction
Fiscal 2025
1. United States 47.55%
2. United Kingdom 9.33%
3. Belgium 7.67%
4. Italy 4.33%
5. China 4.12%
% of total raw material and traded goods imports for
S. No. Jurisdiction
Fiscal 2024
1. United States 52.73%
2. Belgium 8.35%
3. United Kingdom 6.06%
4. Netherlands 5.16%
5. China 3.78%
% of total raw material and traded goods imports for
S. No. Jurisdiction
Fiscal 2023
1. United States 48.61%
2. United Kingdom 9.53%
3. Belgium 7.84%
4. Netherlands 4.93%
5. China 4.46%
In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we imported raw materials and traded goods amounting to ₹44,497.04
million, ₹42,622.66 million and ₹41,204.41million, which accounted for 73.15%, 80.31%and 80.63%
respectively, of our total purchases of raw materials and traded goods, based on the Restated Consolidated
Financial Information. Any restrictions, either from the central government or state government of India, or from
countries which we import from, on such imports may adversely affect our business, prospects, cash flows,
financial condition and results of operations. There can be no assurance that such restrictions/ regulations would
not be made more stringent which would consequently restrict our ability to import raw materials from other
jurisdictions. Further, there can be no assurance that, under these circumstances, we will be successful in
identifying alternate suppliers for raw materials or we will be able to source the raw materials at favourable terms
in a timely manner. Although we have not faced any past instances for restriction on import of raw materials from
any jurisdiction which have had material effect on our business, cash flows, results of operations and financial
52condition in preceding three years, any restriction on import of raw materials could have an adverse effect on our
ability to deliver products to our customers, business and results of operations. Further, a significant portion of
our expenses arise from freight carriage and transport and freight and forwarding expense and import freight
charges. Any increase in import tariff will increase expenses which in turn may impact our business, cash flows
and results of operations.
The prices of raw materials used by us are volatile, don’t necessarily follow an index, and are subject to various
factors including fluctuation in commodity prices, global economic conditions and market speculation, among
other factors. Given the nature of the international scrap industry, our purchase contracts are made on spot prices.
This exposes us to a significant risk of price and currency fluctuations. Since we have long lead times in our
supply chain due to high imports, the scrap markets and forex rate may fluctuate in the intervening time and we
may not be able to adjust prices of our finished products against what we would have paid for our raw materials.
In order to mitigate the risk from foreign exchange rate fluctuations, we partially hedge our foreign exchange
exposure by entering into forward contracts with various banks. A significant fluctuation in the Indian rupee to
U.S. dollar or other foreign currency exchange rates could materially and adversely affect our business, results of
operations, financial condition and cash flows. We may not be able to effectively hedge ourselves from the
fluctuations in scrap prices and foreign exchange rate and this may have an adverse impact on our profitability.
We may not be able to pass through all cost increases which could adversely affect our results of operations.
Conversely, a reduction in product prices within the industry could lead to decreased revenue and margins for us
if there is no corresponding reduction in raw material costs. While we have a monthly pricing policy which permits
us to pass on fluctuations in rates to our customers, there is no assurance that we shall continue to be able to do
so successfully or at all. For details in relation to our currency exchange rates with respect to United States Dollars,
see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation –
Exchange Rates” on page 21.
Our business operations expose us to significant risks from fluctuations in currency exchange rates and commodity
prices, which can materially affect our profitability, cash flows, and overall financial performance. To mitigate
these exposures, we routinely enter into hedging contracts, such as forward contracts, options, and swaps, for
currencies and commodities essential to our manufacturing and supply chain processes. While these hedging
strategies are designed to protect against adverse price movements, they are inherently speculative and subject to
market volatility. If our hedging activities prove ineffective—due to misjudgements in forecasting market trends,
unexpected shifts in global economic conditions, or geopolitical events—the resulting losses could offset the
intended benefits and lead to substantial financial impacts. For instance, if commodity prices or exchange rates
move in a direction opposite to our hedged positions, we may incur significant mark-to-market losses or be
required to post additional collateral, straining our liquidity and operational resources.
10. We are subject to stringent labour laws or other industry standards and any strike, labour unrest, work
stoppage or increased wage demand by our employees or any other kind of disputes with our employees
could adversely affect our business, financial condition, results of operations and cash flows. We also
appoint contract labour for carrying out certain operations and we may be held responsible for paying the
wages of such workers if the independent contractors through whom such workers are hired default on
their obligations, and such obligations could have an adverse effect on our cash flows, results of operations
and financial condition.
Our manufacturing activities are labour intensive, require our management to undertake significant labour
interface, and expose us to the risk of industrial action. As on June 30, 2025, we have 760 permanent employees
and 3,796 contractual workmen, on a consolidated basis. The table below sets out our employee benefit expenses
and such expenses as a percentage of our total expenses in Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total
in million) expenses in million) expenses in million) expenses
Employee benefits expenses 1,453.42 2.24% 1,291.30 2.21% 1,214.06 2.11%
Our Company may need to increase our compensation levels to remain competitive in attracting and retaining the
quality and number of skilled and semi-skilled employees that our business requires. While our Company has
taken multiple initiatives including implementing the ESOP plan, we have and may continue to witness challenge
retaining employees. Set out below is our Company’s average attrition rate for Fiscal 2025, Fiscal 2024 and Fiscal
532023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Attrition Rate 17.32% 18.68% 21.22%
• Employee Attrition ratio = Number of permanent employees left during the year divided by (Number of permanent
employees at the beginning of the year + Number of permanent employees at the end of the year)/2
• Number of permanent employees at the end of the year excludes trainees and interns
We may be required to incur significant expenses and devote time and efforts by senior management to recruit,
train and retain employees. A significant increase in attrition or employee benefit expense could reduce our
profitability, which could, amongst others, impact our growth prospects.
We are also subject to a number of stringent labour laws that protect the interests of workers, including legislation
that sets forth detailed procedures for dispute resolution and employee removal and legislation that imposes
financial obligations on employers upon retrenchment. If labour laws become more stringent or are more strictly
enforced, it may become difficult for us to maintain flexible human resource policies, discharge employees or
downsize, any of which could have an adverse effect on our business, financial condition, results of operations
and cash flows.
There can be no assurance that we will not experience disruptions to our operations due to disputes or other
problems with our work force such as strikes, labour unrests, work stoppages or increased wage demands, which
may adversely affect our business. For instance, in the past, we have faced disruptions as a result of stoppage of
work which resulted in loss of production as some of the workers at our Chennai Unit went on strike in January
2017 alleging that CMRT had failed to recognise their trade union and accordingly, had violated the provisions
of the Industrial Disputes Act, 1947. We are also subject to the laws and regulations in India governing employees,
including in relation to minimum wage and maximum working hours, overtime, working conditions, hiring and
termination of employees, contract labour and work permits. These laws and regulations have, however, become
increasingly stringent and it is possible that they will become significantly more stringent in the future. For
instance, the GoI has recently introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020; (c)
the Occupational Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020
which consolidate, subsume and replace numerous existing central labour legislations. While the rules for
implementation under these codes have not been notified, we are yet to determine the impact of all or some such
laws on our business and operations which may restrict our ability to grow our business in the future and increase
our expenses. Furthermore, any upward revision of wages that may be required by the state government to be paid
to such contract labourers would increase our costs and may adversely affect the business and results of our
operations. Any similar upward revisions could have an adverse impact on our costs and profitability in the future.
Further, these labour legislations require compliance, from time to time, which may among others, involve
payments to be made depending upon their period of employment. If we fail to comply with labour welfare
legislations, we may be exposed to fines and we may also face the risk of our licenses under applicable legislations
being cancelled or suspended. Further, regulatory agencies in different states and courts in India may interpret
compliance requirements differently, which may make compliance with laws and regulations more complex, time
consuming and costly.
In order to retain flexibility and control costs, we also enter into contracts with independent contractors who, in
turn, engage on-site contract labour to perform certain operations, including ancillary operations. Although we
generally do not engage such labour directly, it is possible under Indian law that we may be held responsible for
wage payments to the labour engaged by contractors should the contractors default on wage payments. Any
requirement to fund such payments will adversely affect us, our business, financial condition, results of operations
and cash flows. Furthermore, under the Contract Labour (Regulation and Abolition) Act, 1970, we may be
required to absorb a portion of such contract labour as permanent employees. Any order from a regulatory body
or court requiring us to absorb such contract labour may have an adverse effect on our business, financial
condition, results of operations and cash flows.
11. One of our service providers has claimed that we have committed defaults in the repayment of certain
amounts under a facility availed by our Company and has initiated several litigation proceedings,
including a corporate insolvency resolution process, against our Company. If any adverse findings are
made in any proceedings against us or we are declared insolvent, our business, cash flows and financial
condition could be affected adversely.
Our Company is involved in arbitration proceedings initiated by Ugro Capital Limited (“Ugro”) in relation to
54certain alleged dues by Century Metal under a bill discounting facility (“Facility”) that it had availed from Ugro
in terms of a master facility agreement dated August 13, 2020. In terms of the Facility, Century Metal was entitled
to have its bills for the sale of raw materials to Kiran Udyog Limited (“Kiran Udyog”) discounted by Ugro. The
amount paid by Ugro against the goods sold and supplied by Century Metal to Kiran Udyog in each tranche was
to be paid by Kiran Udyog within a period of 90 days and the amount paid by Ugro were backstopped by Kiran
Udyog. Ugro has alleged that Century Metal had been in default of repayment of an amount of ₹34.37 million
drawn under the Facility with effect from January 29, 2021, as well as interest on the same. Pursuant to the same,
Ugro has initiated arbitration proceedings against Century Metal and Mohan Agarwal, our Promoter and Chairman
and Managing Director, before the Centre for Alternate Dispute Resolution Excellence (“CADRE”), seeking (i)
an award of a sum of ₹ 35.88 million, along with interest thereupon, and (ii) an enquiry into damages suffered by
Ugro, and an award from sums as may be found due upon such enquiry, amongst others. CADRE appointed Arif
Ali (“Sole Arbitrator”) to preside over the matter as a sole arbitrator. Subsequently, Century Metal filed a petition
before the High Court of Calcutta (“Calcutta High Court”) against Ugro, CADRE and the Sole Arbitrator,
seeking termination of the mandate of the Sole Arbitrator. The High Court of Calcutta, pursuant to an order dated
September 21, 2021, set aside the appointment of the Sole Arbitrator- Arif Ali, and Justice G. S. Singhvi was
appointed as the sole arbitrator to preside over the matter. Thereafter, Ugro has filed a special leave petition dated
October 4, 2021 before the Supreme Court of India (“Supreme Court”), challenging the order of the Calcutta
High Court. The matter is pending before the Supreme Court.
In addition, in the year 2021, Ugro filed an application under section 7 of the Insolvency and Bankruptcy Code,
2016 (“IBC”), in the capacity of a financial creditor to initiate Corporate Insolvency Resolution Process (“CIRP”)
against our Company, before the National Company Law Tribunal, Chandigarh Bench (“NCLT Chandigarh”).
The said application was filed against our Company for recovery of dues amounting to ₹35.08 million. Thereafter,
our Company filed an application under section 65 of IBC against Ugro before the NCLT Chandigarh for
fraudulent and malicious initiation of CIRP proceedings against our Company and challenged the maintainability
of the section 7 application filed by Ugro on two grounds: (i) the date of default mentioned by Ugro; and (ii) under
section 10A of the IBC (Suspension of Initiation of Corporate Insolvency Resolution Process). Thereafter, Ugro
withdrew its section 7 application filed in the year 2021 which was duly recorded by the NCLT Chandigarh vide
order dated August 11, 2023. However, on September 5, 2023, Ugro filed a section 7 application against our
Company CMRG before the NCLT Chandigarh on the same grounds. The matter is currently pending before the
NCLT Chandigarh.
Further, several of the other financing arrangements we have entered into contain cross-default provisions.
Pursuant to the same, we may be considered as having defaulted on such arrangements, all such Facility may be
recalled, and we may be required to pay all outstanding amounts under such arrangements, which may have a
significant and material adverse effect on our ability to conduct our business, cash flows, financial condition and
results of operations. Further, we may be unable to enter into future financing arrangement or terms that are
favourable to us or at all.
There is no assurance that the proceedings detailed above shall be decided in favour of our Company. In the event
of any adverse outcome, we may be required to pay the disputed amounts along with applicable interest and
penalties, and our Directors and/or Promoters may be liable to pay fines or may be punished with imprisonment,
which may have an adverse effect on our business, reputation, financial condition and cash flows.
12. We are subject to strict quality requirements and are consequently required to incur significant expenses
to maintain our product quality. Any failure to comply with such quality standards may lead to
cancellation of existing and future orders which may adversely affect our reputation, financial conditions,
cash flows and results of operations.
We currently specialize in the manufacture and supply of aluminium alloy ingots and liquid aluminium alloys, as
well as the manufacture and supply of stainless steel, amongst others, based on technical specifications provided
by our customers. Given the nature of our products and the sector in which we operate, our customers demand
high levels of precision and for product quality as well as delivery schedules. Adherence to quality standards is a
critical factor in our manufacturing process as any defects in the products manufactured by our Company or failure
to comply with the technical specifications of our customers regarding the chemical composition of the alloy may
lead to cancellation of the orders placed by our customers. Further, any failure to make timely deliveries of
products in the desired quantity as per our customers’ requirements could also result in the cancellation of orders
placed by our customers and may adversely affect our reputation and goodwill. Further, due to the significant
dependence of our customers’ production lines on the continuity of our supplies, any failure by us to maintain
supplies may have significant consequences, including the imposition of penalties under our contractual
55arrangements and disruptions or cessation of relationships with our customer, among others.
Additionally, prior to placing the orders, there is a detailed review process that is undertaken by certain customers.
This may involve inspection of the manufacturing facilities, review of the manufacturing processes, review of the
raw materials, review of our financial capabilities, technical review of the designs and specification of the
proposed product, review of our logistical capabilities across geographies, review of the target price by the
purchase team of the customer and multiple inspection and review of prototypes of the product. The finished
product delivered by us is further subject to laboratory validation by certain customers. This is an extensive and
stringent process undertaken by our customers. We are therefore subject to a stringent quality control mechanism
at each stage of the manufacturing process and are required to maintain the quality and precision level for each
product. As a result, we are required to incur expenses to maintain our quality assurance systems such as periodic
checking by the operators to ensure there is no defect from the previous stage operator, forming a separate team
of engineers responsible for quality and assurance, both, in the manufacturing facilities and machineries, and in
the manufacturing processes. We will continue to spend a portion of our future revenues to manage our product
quality and to maintain our quality control a failure of which may negatively impact our profitability.
13. Certain of our Directors, Promoters and members of our Promoter Group have interests in our Company
other than reimbursement of expenses incurred and normal remuneration or benefits.
Certain of our Promoters and Directors may be regarded as having an interest in our Company other than
reimbursement of expenses incurred and normal remuneration or benefits. Certain Promoters, Directors and
members of the Promoter Group may be deemed to be interested to the extent of Equity Shares held by them, as
well as to the extent of any dividends, bonuses or other distributions on such Equity Shares. Additionally, we have
in the course of our business entered into, and will continue to enter into, transactions with related parties. For
instance, certain of the key related party transactions entered into by us include properties taken on lease from our
Promoters, including 804-B, The Camellias, Sector- 42, Ghata, Gurgaon- 122003, Haryana, India for use as
residence by our Executive Directors. The aggregate value of rent paid in this regard, to our Promoters for Fiscal
2025, Fiscal 2024 and Fiscal 2023 was ₹ 26.70 million, ₹ 28.29 million and ₹33.63 million, respectively, based
on the Restated Consolidated Financial Information.
While, in our view, all such transactions that we have entered into are legitimate business transactions conducted
on an arms’ length basis, we cannot assure you that we could not have achieved more favourable terms had such
arrangements not been entered into with related parties or that we will be able to maintain existing terms, in cases
where the terms are more favourable than if the transaction had been conducted on an arms’ length basis. We have
also adopted a policy titled ‘Related Party Transaction Policy’ to address situations of conflict involving Directors
and Promoters, especially in respect of related party transactions and those giving rise to conflict of interest.
However, there can be no assurance that such transactions in the future, individually or in the aggregate, will
always be in the best interests of our minority shareholders and will not have an adverse effect on our business,
prospects, result of operations, financial condition and cash flows, including because of potential conflicts of
interest or otherwise. For more information on our related party transactions, see “Related Party Transactions”
on page 441.
14. Industry information included in the Offer Documents has been derived from the ICRA Report, which was
prepared by ICRA and exclusively commissioned and paid for by our Company for the purposes of the
Offer, and any reliance on information from the ICRA Report for making an investment decision in the
Offer is subject to inherent risks
This Draft Red Herring Prospectus includes information that is derived from an industry report titled “Assessment
of Global and Domestic Metal Recycling & recovery market” dated August 2025, as amended (“ICRA Report”),
prepared by ICRA, a research house, pursuant to an engagement letter dated June 12, 2025 with the Company.
We commissioned and paid for the ICRA Report for the purpose of confirming our understanding of the metal
recycling industry in India. All such information in this Draft Red Herring Prospectus indicates the ICRA Report
as its source, as applicable. Accordingly, any information in this Draft Red Herring Prospectus derived from, or
based on, the ICRA Report should be read taking into consideration the foregoing. We have no direct or indirect
association with ICRA other than as a consequence of such an engagement.
ICRA 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. The commissioned report also highlights certain industry
and market data, which may be subject to assumptions. There are no standard data gathering methodologies in the
56industry in which we conduct our business, and methodologies and assumptions vary widely among different
industry sources. Further, such assumptions may change based on various factors. Our position in the market may
differ, favourably or unfavourably, from that presented in this Draft Red Herring Prospectus. Further, the
commissioned report is not a recommendation to invest or disinvest in our Company. Prospective Investors are
advised not to unduly rely on the commissioned report or extracts thereof as included in this Draft Red Herring
Prospectus, when making their investment decisions.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any
investment in the Offer pursuant to reliance on the information in this Draft Red Herring Prospectus based on, or
derived from, the ICRA Report. You should consult your own advisors and undertake an independent assessment
of information in this Draft Red Herring Prospectus based on, or derived from, the ICRA Report before making
any investment decision regarding the Offer.
15. We have experienced negative cash flows from operating activities in previous Fiscals and cannot assure
you that we will not experience negative cash flows in future periods. Negative cash flows may adversely
affect our financial condition, results of operations and prospects.
The following table sets forth certain information relating to our cash flows on a consolidated basis for the Fiscals
indicated, as per the Restated Consolidated Financial Information.
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash from/(used in) operating activities (920.03) 741.02 6,108.95
Net cash from/ (used in) investing activities (2,348.33) (1,337.66) (963.40)
Net cash flow from / (used in) financing activities 3,256.02 307.20 (4,843.43)
Net change in cash and cash equivalents (12.34) (289.44) 302.12
Cash and cash equivalents at the beginning of the year 30.02 319.46 17.34
Cash and cash equivalents at the end of the year 17.68 30.02 319.46
While these negative net cashflows are for certain periods, we cannot assure you that such negative net cashflows
will not be incurred by our Company in the future. Any such negative net cashflow in future, if any, could require
us to increase our external borrowings, curtail our business operations, defer investments in equipment and
machineries all of which individually or collectively may adversely impact our operations and financial condition.
Our Company may also be required to raise additional equity to meet the needs arising out of operating cash flows
being insufficient to meet the business requirements and any such equity issuance may adversely impact the
trading price of the Equity Shares.
For more information, see “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on page 443.
16. Our inability to accurately forecast demand for our products, and accordingly manage our inventory, may
have an adverse effect on our business, cash flows, financial condition and results of operations.
Our inability to accurately forecast demand for our products and manage our inventory may have an adverse effect
on our business, cash flows, financial condition and results of operations. We do not have firm commitment long-
term supply agreements with our customers and instead rely on short term purchase orders to govern the volume
and other terms of the sales of products. Accordingly, we plan our production volumes based on our forecast of
the demand for our products. We typically plan capacity increases of our manufacturing facilities on the basis of
anticipated demand and past experience, which we gauge on the basis of our estimated demand for our products.
Any error in forecasting could result in surplus stock which would have an adverse effect on our profitability.
As is typical in the metal recycling industry, we maintain a high level of inventory of raw materials, work in
progress and finished goods. We have increased production levels and our inventory of raw materials and finished
goods. As of Fiscal 2025, Fiscal 2024 and Fiscal 2023, based on the Restated Consolidated Financial Information,
our inventory amounted to ₹8,272.19 million, ₹6,198.37 million and ₹6,169.77 million, respectively, while our
trade receivables as at the same Fiscals were ₹7,875.69 million, ₹6,271.97 million and ₹ 5,535.55 million,
respectively, and the revenue from operations for the same Fiscals were ₹ 66,664.85 million, ₹ 59,524.42 million
and ₹ 58,685.07 million, respectively. Our high level of inventory increases the risk of loss and storage costs to
us as well as increasing the need for working capital to operate our business. Further, as our customers are not
57obliged to purchase our products or provide us with a binding long-term commitment, there can be no assurance
that customer demand will match our production levels.
On the other hand, in the event that the demand we have forecasted is lower than the actual demand of our
products, and we are unable to ramp up production to match such demand, we may be unable to supply the
requisite quantity of products to our customers in a timely manner. Any increase in our turn-around time could
affect our production schedules and disrupt our supply, which could have an adverse effect on our business, cash
flows, financial condition, customer relationships and results of operations.
17. There is outstanding litigation against our Company, our Subsidiaries, our Directors, our Promoters, our
KMPs and SMPs, which if determined adversely, could affect our business, cash flows and results of
operations.
As on the date of this Draft Red Herring Prospectus, we are involved in certain civil, tax, regulatory and criminal
proceedings which are pending at different levels of adjudication before various courts, tribunals, forums and
appellate authorities. We cannot assure you that these legal proceedings will be decided in our favour. Decisions
in proceedings adverse to our interests may have a significant adverse effect on our business, management,
financial condition, results of operations and cash flows. In relation to tax proceedings, in the event of any adverse
outcome, we may be required to pay the disputed amounts along with applicable interest and penalty and may
also incur additional tax incidence going forward.
A summary of pending material civil, tax, regulatory and criminal proceedings involving our Company,
Promoters, Directors and Subsidiaries, as identified by our Company pursuant to the materiality policy adopted
by our Board is provided below:
Disciplinary actions
by SEBI or Stock
Aggregate
Category of Statutory or Exchanges against Material
Criminal Tax amount
individuals Regulatory our Promoters in civil
Proceedings Proceedings involved* (₹
/ entities Proceedings the last five years, litigation#
in million)
including
outstanding action
Company
By our
8 Nil Nil Nil Nil 28.15
Company
Against our
6 19 4 Nil Nil 873.54
Company
Directors (other than Promoters)
By our
Nil Nil Nil Nil Nil Nil
Directors
Against our
2 Nil Nil Nil Nil 0.10
Directors
Promoters
By our Nil Nil
3 Nil Nil Nil
Promoters
Against our Nil Nil
5 5 Nil 0.12
Promoters
Subsidiaries
By our
4 Nil Nil Nil Nil 39.32
Subsidiaries
Against our
Nil 10 Nil Nil Nil 171.03
Subsidiaries
Key Managerial Personnel (other than Directors)
By our Key Nil Nil Nil Nil Nil Nil
Managerial
Personnel
Against our Nil Nil Nil Nil Nil Nil
Key
Managerial
Personnel
Senior Management
By our Nil Nil Nil Nil Nil Nil
Senior
58Disciplinary actions
by SEBI or Stock
Aggregate
Category of Statutory or Exchanges against Material
Criminal Tax amount
individuals Regulatory our Promoters in civil
Proceedings Proceedings involved* (₹
/ entities Proceedings the last five years, litigation#
in million)
including
outstanding action
Management
Against our Nil Nil Nil Nil Nil Nil
Senior
Management
# Determined in accordance with the Materiality Policy.
*To the extent quantifiable.
For further details on the outstanding litigation matters involving our Company, its Promoters, its Directors (other
than Promoter), its Subsidiaries, its Key Managerial Personnel and its Senior Management see “Outstanding
Litigation and Other Material Developments” at page 485.
As on the date of this Draft Red Herring Prospectus, there are no outstanding litigations involving our Group
Companies which may have a material impact on our Company.
18. We have experienced losses in the Fiscal 2024 and we may continue to incur losses in the future which
could have an adverse effect on our business, results of operations and cash flows.
We have incurred loss in the Fiscal 2024 as set forth below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in Percentage of ₹ in Percentage of ₹ in Percentage of
million total income million total income million total income
(%) (%) (%)
Total 1,548.90 2.31 (8,382.25) (14.04) 1,048.00 1.78
comprehensive
income /(loss)
for the year
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 443. We cannot assure you that we will not incur losses in the future which may adversely
affect our business, results of operations, value of our Equity Shares, future financial performance and cash
flows.
19. Our contingent liabilities as at March 31, 2025 as per Ind AS 37, as disclosed in our Restated Financial
Information could adversely affect our financial condition.
As of March 31, 2025, our contingent liabilities and guarantees identified under the Ind AS 37, on a consolidated
basis, were as follows:
As at March 31, 2025 (₹
Particulars
in million)
Demand received Under Customs Act, 1962 106.84
Demand received Under Central Excise Act, 1994 427.84
Demand received Under Finance Act, 1994 0.14
Demand received Under Sales Tax Act/Entry Tax Act under appeal for various years 19.85
Demand received Under Goods & Service Tax Act under appeal for various years 130.12
Demand received Under Income Tax Act, 1961 123.53
Claim related to legal case filed by ex-workers 6.14
Liability on account of legal case on enhancement of land purchase price by farmers. 13.70
Liability on account of legal case by worker before Industrial tribunal Cum Labour court 0.04
Liability on account of bill discounting done by NBFC 39.94
Matter related to payment of custom duty and Integrated Goods and Service Tax which is
47.26
related to classification of raw material
Liability on account of Debit note raised by Chiho Tiande (HK) Limited pending settlement 2.09
59Liability on account pending reconciliation / settlement with Chiho Environmental
4.47
Recycling Industries
Guarantee given 390.00
In the event, that any of these contingent liabilities or a material proportion of these contingent liabilities
materialize, our future financial condition, result of operations and cash flows may be adversely affected.
For details of our contingent liabilities and guarantees as at March 31, 2025 as per Ind AS 37, see “Restated
Financial Information – Note - 31(b): Notes to Restated Ind AS Consolidated Summary Statements – Capital
and Other Commitments- Contingent Liabilities” on page 338.
We cannot assure you that in matters where orders have been passed in our favour, there will be no appeal from
the other parties involved or whether we can ascertain the liabilities involved in such matters at this stage unless
we are impleaded in such proceedings. If any new developments arise, such as a change in Indian law or rulings
against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could
increase our expenses and current or long term liabilities or reduce our cash and bank balance. For further details,
see section “Outstanding Litigation and Other Material Developments” on page 485.
20. Under-utilization of our capacities in our recycling operations and an inability to effectively utilize our
expanded capacities could have an adverse effect on our business, future prospects and future financial
performance.
Our Company conducts its recycling operations at 13 recycling facilities located at Bhiwadi Unit, Manesar Unit,
Vanod Unit I and Unit II, Tatarpur Unit, Haridwar Unit, Halol Unit, Bawal Unit, Chennai Unit, Vallam Unit,
Tirupati Unit, Pune Unit and Odisha Unit (“Recycling Facilities”) providing us the benefit of integrated and
centralized operations. For further details in relation to our Recycling Facilities and installed capacity, available
capacity, actual production and capacity utilization of our products, please refer to section titled “Our Business”
on page 248.
Our ability to maintain our profitability depends on our ability to maintain sufficient levels of capacity utilization.
Further, capacity utilization is affected by our product mix, our ability to accurately carry out uninterrupted
operations, labour shortages or unrest, industry/ market conditions as well as overhead costs and manufacturing
costs. In the event that there is a decline in the demand for our products, or if we face prolonged disruptions at our
existing operational or proposed recycling or refining facility including due to interruptions in the supply of water,
electricity or as a result of labor unrest, or are unable to procure sufficient raw materials, we would not be able to
achieve full capacity utilization of our facilities, resulting in operational inefficiencies which could have a material
adverse effect on our business, results of operations, profitability and margins, cash flows and financial condition.
21. We rely on third-party transportation providers for procurement of raw materials and for supply of our
products and failure by any of our transportation providers could result in loss in sales.
We depend on road transportation to deliver our finished products to our customers. Apart from using our own
vehicles for transportation, we also use commercial vehicles and third-party transportation providers for procuring
our raw materials as well as for distributing our products to our customers. This makes us dependent on various
intermediaries such as domestic logistics companies and container freight station operators. Even though some of
our manufacturing facilities are closer to our customers’ premises, we cannot guarantee that there will not be any
delay in transportation and delivery of our products to our customers. We use third parties for the supply of our
raw materials. Transportation strikes have in the past and could in the future have an adverse effect on our supplies
from particular facilities on a timely and cost-efficient basis. An increase in freight costs or the unavailability of
adequate transportation for our raw materials to us may have an adverse effect on our business, cash flows and
results of operations. Further, weather-related problems, strikes and operating restrictions or other events could
impair our ability to procure raw materials from our suppliers or the ability of our suppliers to deliver raw materials
to us which may in turn delay the process of manufacturing and supplying our products to our customers, leading
to cancellation or non-renewal of purchase orders, and this could adversely affect the performance of our business,
results of operations and cash flows.
Additionally, if we lose one or more of our third-party transportation providers, we may not be able to obtain
terms as favourable as those we receive from the third-party transportation providers that we currently use, which
in turn would increase our costs and thereby adversely affect our operating results. Further, our third-party
transportation providers do not carry any insurance coverage and therefore, any losses that may arise during the
60transportation process will have to be claimed under our Company’s insurance policy. There can be no assurance
that we will receive compensation for any such claims in a timely manner or at all, and consequently, any such
loss may adversely affect our business, financial condition, results of operations and cash flows.
22. A portion of our revenues 1.54%, 4.72% and 6.81% of our total revenue from operations in Fiscal 2025,
Fiscal 2024 and Fiscal 2023 respectively) are dependent on our exports to our international customers
which exposes us to risks inherent to operations in these foreign jurisdictions. Any adverse developments
in the international markets that we operate or intend to expand to, including but not limited to foreign
currency exchange rate fluctuations, could have an adverse effect on our business, financial condition,
cash flows and results of operations. Any failure to fulfil the requirements of our international customers
may adversely affect our revenues, result of operations and cash flows.
A certain portion of our business operations are focused on exports to international customers. For instance, ingots
from some of our manufacturing facilities have been approved by our customers in Japan and are exported to
them. In addition to Japan, our products are exported to China, United States and certain other countries. The table
below sets forth details of our revenue from operations from our customers within India and outside India in the
periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in million As a ₹ in million As a ₹ in million As a
percentage percentage percentage
of the of the of the
revenue revenue revenue
from from from
operations operations operations
(%) (%) (%)
India 65,635.01 98.46% 56,716.46 95.28% 54,687.98 93.19%
Outside India 1,029.84 1.54% 2,807.96 4.72% 3,997.09 6.81%
Total 66,664.85 100.00% 59,524.41 100.00% 58,685.08 100.00%
As a result, our operations are impacted by various risks inherent in international sales and operations, including:
• currency exchange rate fluctuations;
• regional economic or political uncertainty;
• differing accounting standards and interpretations;
• differing domestic and foreign customs, tariffs and taxes;
• current and changing regulatory environments;
• difficulty in staffing and managing widespread operations;
• coordinating and interacting with local representatives and counterparties to fully understand local
business and regulatory requirements; and
• availability and terms of financing, if applicable.
Set forth hereunder are brief details of the jurisdictions we sell our products to, and the percentage contribution
of such jurisdictions to our total revenue from operations outside India:
% of total revenue from operations outside India
Jurisdiction
Fiscal 2025 Fiscal 2024 Fiscal 2023
Japan 49.57% 80.03% 68.74%
China 20.75% 13.04% 16.92%
Others 29.68% 6.93% 14.34%
Total 100.00% 100.00% 100.00%
Even though the majority of our operations are based in India, our revenues are significantly dependent on our
revenue from operations outside India. To the extent that we are unable to effectively manage our global
operations and risks such as the above (in particular, as we implement our strategy to enter into new markets
where we do not have local knowledge and resources), we may be unable to grow or maintain our sales and
profitability, or we may be subject to additional unanticipated costs or legal or regulatory action. As a
consequence, our business, financial condition, results of operations and cash flows may be adversely affected.
We are therefore exposed to exchange rate fluctuations due to the revenue that we receive and the raw materials
that we purchase from international markets. In addition, the policies of the RBI may also change from time to
61time, which may limit our ability to effectively hedge our foreign currency exposures and may have an adverse
effect on our business, financial condition, results of operations and cash flows. We closely monitor our exposure
to foreign currencies. Further, we may be subject to risks inherent in doing business in markets outside India such
as respective legal and regulatory environment (including in relation to custom duties and classifications), policy
changes by the respective governments, complex local tax regimes, and challenges caused by distance, language
and cultural differences. Any failure to comply with applicable laws or regulations (including in relation to duties
and taxation) of the jurisdictions we operate in can lead to civil, administrative or criminal penalties, including
fines or the revocation of permits and licenses that may be necessary for our business activities in the relevant
jurisdiction. We continuously monitor regulatory changes in key export destinations and engage with legal and
trade experts to mitigate these risks. However, we cannot assure that such measures will entirely prevent potential
adverse impacts arising from challenges in customs classification or duties. 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. While we have not faced any instances of difficulties
in expansion of our international operations in the Fiscals 2025, 2024 and 2023 that led to any material adverse
impact on our business and operations, there can be no assurance that such instances will not occur in the future.
Our existing international operations and expansion of exports in the future may lead to any of these above-
mentioned developments, which in turn could have a material adverse effect on our business, financial condition,
cash flows and results of operations.
Furthermore, the effectiveness of our hedging program depends on various factors beyond our control, including
counterparty credit risk, where a default by a hedging counterparty could result in unrecovered losses, and
regulatory changes that might impose new restrictions or costs on derivative instruments. In volatile markets,
these contracts can experience rapid and unpredictable price swings, amplify potential gains or losses and
introducing uncertainty into our financial planning. Such hedging-related risks could erode our competitive edge
by increasing costs, reducing margins, or necessitating adjustments to our pricing strategies, ultimately adversely
affecting our profitability, cash flows, and ability to invest in growth initiatives. We may also face challenges in
accurately valuing these complex financial instruments, leading to potential misstatements in our financial
reporting or compliance issues with applicable accounting standards.
23. Our continued operations are critical to our business and any disruption to essential utilities such as power
or fuel sources or any shutdown of our manufacturing facilities may have an adverse effect on our
business, results of operations, financial condition and cash flows.
Our manufacturing facilities are subject to operating risks, such as the breakdown or failure of equipment, power
supply or processes, performance below expected levels of efficiency, obsolescence of equipment or machinery,
labour disputes, natural disasters, industrial accidents, the breakout of infectious diseases, and the need to comply
with the directives of relevant government authorities. Our customers rely significantly on the timely delivery of
our products, especially liquid aluminium, and our ability to provide an uninterrupted and timely supply of our
products is critical to our business. In addition, certain of our customers can impose significant penalties on us for
any delayed delivery of products or a defect in the products delivered. Accordingly, our business and financial
results may be adversely affected by any such disruption of our operations.
We also require substantial electricity for our manufacturing facilities, most of which is sourced from state
electricity boards. If supply is not available for any reason, we will need to rely on alternative sources, which may
not be able to consistently meet our requirements. The cost of electricity purchased from alternative sources could
be significantly higher, thereby adversely affecting our cost of production and profitability. The cost of supplies
may otherwise increase in the future. Interruptions of electricity supply can also result in production shutdowns,
increased costs associated with restarting production and the loss of production in progress.
Additionally, we require substantial fuel for our manufacturing facilities, and energy costs represent a significant
portion of the production costs for our operations. Set out below are the power and fuel charges incurred by us
during Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total
in million) expenses in million) expenses in million) expenses
Power and fuel 1,875.17 2.89% 1,606.38 2.75% 1,514.21 2.63%
charges
Any change in government policies regarding the usage of fuel for running furnaces could also have an adverse
impact on our business. In addition, we source most of our water requirements from state utilities, but there is no
62assurance that we will be able to obtain a sufficient supply of water from sources in these areas, some of which
are prone to drought. Therefore, we are subject to price risk and if supply or access is not available for any reason,
our production may be disrupted, and profitability could be adversely affected. If energy or water costs were to
rise, or if electricity or water supplies or supply arrangements were disrupted, our profitability could decline.
Moreover, a sustained disruption to our business could also result in a loss of customers or imposition of penalties
by our customers for failure to adhere to timelines. If the per unit cost of electricity is increased by the state
electricity board where our manufacturing facility is located, then our power cost will consequently increase. Any
significant increase in the cost of electricity/ fuel could result in an unexpected increase in production cost.
Frequent shutdowns lead to increased costs associated with restarting production and corresponding loss of
production, any of which would adversely affect our business, results of operations, profitability and margins,
cash flows and financial condition. While we have not experienced any major interruptions to our power, fuel or
water supplies in the last three Fiscals, we cannot assure you that interruptions would not occur due to any events
unforeseen by us. Any or all of these occurrences could result in the temporary or long-term closure of our
manufacturing facilities, severely disrupt our business operations and materially adversely affect our business,
cash flows, results of operations, financial condition and prospects.
24. Pricing pressure from customers may adversely affect our profitability and ability to increase our prices,
which in turn may materially adversely affect our business, cash flows, results of operations and financial
condition.
Pricing pressure from Tier 1 companies and OEMs is characteristic of the industry in which we operate. As Tier
1 companies and OEMs are increasingly affected by innovation and cost-cutting pressures from competitors, they
seek price reductions from their suppliers. Virtually all automakers pursue aggressive but systematic price
reduction initiatives and objectives each year with their suppliers, and such actions are expected to continue in the
future. Competition is especially likely to increase in the automotive sector in view of the continuing globalization
and consolidation in the automotive industry, as each market participant intensifies its efforts to retain its position
in established markets while also developing a presence in emerging markets. Vehicle manufacturers at times
expect lower prices from suppliers for their products, as well as a consistently high product quality.. Pursuing
cost-cutting measures while maintaining rigorous quality standards may lead to an erosion of our margins, which
may have a material adverse effect on our business, cash flows, results of operations and financial condition.
In addition, estimating amounts of such price reductions is subject to risk and uncertainties, as any price reduction
is the result of negotiations and other factors. Our customers also negotiate for larger discounts in price as the
volume of their orders increase. Accordingly, suppliers must be able to reduce their operating costs in order to
maintain profitability. Such price reductions may affect our sales and profit margins. 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. If we are unable to
offset customer price reductions in the future, our business, cash flows, results of operations and financial
condition may be materially adversely affected.
25. The geographical concentration of our manufacturing facilities may restrict our operations and adversely
affect our business, cash flows, results of operations and financial conditions.
We presently operate through our 13 facilities primarily focus on recycling. Most of these 13 manufacturing
facilities are present in some of the key auto clusters in north, west and south India. As on date, three of our
facilities are situated at Tatarpur, Manesar and Bawal, in the state of Haryana, two facilities situated at Vanod and
one facility situated at Halol, in the state of Gujarat, one facility in Pune in the state of Maharashtra, one facility
situated each at Chennai and Vallam in the state of Tamil Nadu and one facility situated each at Haridwar,
Bhiwadi, Sambalpur and Tirupati, in the states of Uttarakhand, Rajasthan, Odisha and Andhra Pradesh,
respectively. The following table sets forth the break up of revenue from north, west and south India and % of
revenue from operations excluding export incentives for the periods indicated:
63Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from As a Revenue from As a Revenue from As a percentage
operations percentage operations (₹ percentage operations (₹ of the revenue
(₹ in million) of the in million) of the in million) from
revenue revenue operations*(%)
from from
operations* operations*
(%) (%)
North India 38,427.95 57.67% 33,470.85 56.29% 36,234.51 61.88%
West India 12,804.73 19.21% 12,964.72 21.80% 10,682.07 18.24%
South India 15,407.01 23.12% 13,028.16 21.91% 11,639.72 19.88%
Total 66,639.69 100.00% 59,463.73 100.00% 58,556.30 100.00%
Production trials have started in our East India facility
*Revenue from operations exclude export incentives
Given the fact that a significant number of customers are located in the key auto clusters in northern, western and
southern India, we are required to set up our manufacturing facilities in proximity to them. Due to the geographic
concentration of our manufacturing operations, our operations are susceptible to local and regional factors, such
as accidents, system failures, economic and weather conditions, natural disasters, and demographic and population
changes, the outbreak of infectious diseases such as COVID-19 and other unforeseen events and circumstances.
Such disruptions could result in the damage or destruction of a significant portion of our manufacturing abilities,
significant delays in the transport of our products and raw materials and/or otherwise adversely affect our business,
cash flows, financial condition and results of operations.
Further, our manufacturing facilities situated at Bhiwadi and Odisha are primarily dedicated to a single customer.
While there are no firm commitments to any particular customer, on account of such proximity, these facilities
may not have the flexibility to supply our products to other customers and accordingly, may be completely
dependent on one particular customer. Further, disruptions, damage or destruction of those facilities may severely
affect our ability to meet our customers’ demand and the loss of any one of our key customers or a significant
reduction in demand from such customers could have an adverse effect on our business, cash flows, results of
operations and financial condition.
26. We may incur substantial relocation costs on account of our business or customers’ requirement to locate
our manufacturing facilities to be in proximity to our customers’ facilities by availability of land or other
location issues.
Our facilities are located in proximity to our customers in order to minimize both our customers’ and our own
costs as well as enabling us to maintain regular supplies. For instance, our manufacturing facility at Bhiwadi is
situated on the premises of one of our customers on land leased by them to us for supplying liquid aluminium.
Our manufacturing facilities in Haridwar, Manesar, Bawal, Vallam, Halol, Vanod and Sambalpur are situated
either next to our customers’ facilities or in proximity to them. If any of our customers were to relocate or if their
facilities which are close to our facilities, are closed due to any reasons, it would impact our ability to remain
competitive. For instance, while we may be chosen as a key supplier for products by a customer, in the event our
customer relocates their manufacturing facility to another state, our ability to supply products to them would be
adversely affected and we may not be able to supply our products to them in a timely manner, or at all.
Additionally, our competitors could build a facility that is closer to our customers’ facilities which may provide
them with a geographic advantage. Any of these events might require us to move closer to our customers, build
new facilities or shift production between our current facilities to meet our customers’ needs, resulting in
additional cost and expense and having a materially adverse effect on our business, financial operations and cash
flows.
27. We have undertaken and may continue to undertake joint ventures in the future, which may be difficult
to integrate and manage. Further, our joint venture partners may not perform their obligations
satisfactorily and their interests may differ from ours, which could have a material adverse effect on our
business, cash flows and results of operations.
We believe that our efforts to expand our capabilities in a cost efficient manner can be facilitated by entering into
joint venture agreements or strategic alliances with partners whose operations, resources, capabilities and
strategies are complementary to our Company. Our joint venture partners either support our expansion in various
geographical areas or typically possess significant technology which are licensed to us. For instance, we have
entered into three joint venture agreements to establish CMRN, our Subsidiary in which our Company holds 74%
64stake, where the manufacturing facility is set up in Vanod, Gujarat and Bawal, Haryana; and CMRT, our
Subsidiary in which our Company holds 70% stake, where the manufacturing facilities is set up in Tamil Nadu
pursuant to which, we have gained access to improved know-how and technology for successfully supplying
liquid metal over the road to our customers. Accounting for these two entities have been done as Subsidiaries in
the Restated Financial Information in accordance with Ind AS 110. Additionally, we have entered into another
joint venture agreement with Nikkei, a Japanese entity engaged in the manufacture of wheels and an Indian entity
engaged in the manufacture of aluminium alloy wheels to set up a manufacturing facility for the recycling of
aluminium chips for one of our customers. For details, see “History and Certain Corporate Matters” on page
285. There can be no assurance that the integration of such joint ventures, whether already existing, or which we
may enter in the future, will be successful or that the expected strategic benefits of any such action will be realised.
Additionally, there can be no assurance that we will be able to consummate our joint ventures in the future, on
terms acceptable to us, or at all. Further there is no assurance that our products manufactured through joint
ventures and alliances will generate the expected levels of interest amongst our customers or that our new ventures
will generate return on investment at expected levels or at all.
In order to achieve global growth and recognition, we will have to maintain our joint ventures and take initiatives
to enter into similar arrangements. Our reliance on joint venture partners may increase in sectors where we have
limited experience. However, there can be no assurance that we will be able to identify suitable joint venture
partners on commercially reasonable terms or be able to raise sufficient funds to finance such strategies for growth.
There is also a risk of disagreement or deadlock with our joint venture partners, in which circumstances decisions
may be delayed, or which could also result in termination of the joint venture. While our relationships with our
joint venture partners have been good so far, we may face unforeseen difficulties as a result of any disagreements
with them in the future on various matters including the conduct of business, control and operations specifically
in cases where joint ventures are located in a different jurisdiction. We cannot assure you that we will be able to
resolve such disputes in a manner that will be in our best interests. If we are unable to successfully manage
relationships with our joint venture partners, our growth and profitability may suffer. Any of these factors could
adversely affect our business, financial condition, results of operations, cash flows and business prospects.
28. There have been certain delays in payment of statutory dues in the past. Any delay in payment of statutory
dues in future, may result in the imposition of penalties and in turn may have an adverse effect on our
business, financial condition, results of operation and cash flows.
We are subject to ongoing reporting and compliance requirements and are required to make payments of periodic
statutory dues, which we may not be able to undertake at all times.
Set out below are the details of provident fund, GST and TDS obligations of the Company and its subsidiaries
incorporated in India for the Fiscal years ended 2025, 2024 and 2023:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
*Provident Fund 8.01 7.67 6.37
#Number of employees for whom Provident
730 633 616
Fund has been paid
**Tax Deducted at Source on salaries (TDS) 5.22 2.67 1.98
#Number of employees for whom TDS has
118 185 77
been paid
***GST 71.12 61.15 3.71
****Gratuity paid 8.11 2.43 5.48
#Number of employees for whom gratuity
38 22 27
has been paid
* Provident fund balance outstanding as on March 31, 2025, March 31, 2024 and March 31, 2023 in the Restated Consolidated Financial
Information.
** Tax Deducted at Source on salaries (TDS) outstanding as on March 31, 2025, March 31, 2024 and March 31, 2023 in the Restated
Consolidated Financial Information.
*** GST payable as on March 31, 2025, March 31, 2024 and March 31, 2023 in the Restated Consolidated Financial Information.
**** Gratuity paid during the Financial Year ended March 31, 2025, March 31, 2024 and March 31, 2023 by the Company and its
Subsidiaries incorporated in India.
# Number of employees considered for the month of March of the respective fiscal years of the Company and its Subsidiaries incorporated in
India.
While no actions have been initiated against our Company in relation to the abovementioned non-compliances or
delays, we cannot assure you that any regulatory or statutory actions including imposition of penalties will not be
initiated against us in relation to the said non-compliances which may have a material adverse effect on our
65financial condition and cash flows. While our Company has subsequently made payment of all pending dues, we
cannot assure you that there will not be any delays in the future and that the relevant regulatory authorities will
not impose significant penalties which may impede our operations and results from operations.
29. Our operations involve melting of aluminium scrap in the furnaces as well as transportation of high
temperature liquid metal to our customers. These activities can be extremely dangerous and any accident,
including any spill-over of high temperature liquid metal could cause serious injury to people or property
and in certain circumstances, even death, during transit and this may adversely affect our production
schedules, costs, sales and ability to meet customer demand.
Our operations require individuals to work under potentially dangerous circumstances, with flammable materials
as a significant portion of our business involves melting of aluminium in the hot refining section, in addition to
also requiring transportation of high temperature liquid metal over the road to our customers. High temperature
liquid metal is extremely inflammable and any accident while handling such liquid metal may seriously hurt or
even kill employees or other persons, and cause damage to our properties and the properties of others. Despite
compliance with requisite safety requirements and standards, our operations are subject to significant hazards,
including:
• explosions
• fires
• mechanical failures and other operational problems
• inclement weather and natural disasters
• discharges or releases of hazardous substances, chemicals or gases; and
• other environmental risks.
Further, we have not faced any past instances or accident while handling such liquid metal which have had material
effect on our business, cash flows, results of operations and financial condition or cause damage to our properties
and the properties of others in preceding three years.
In order to mitigate the risk caused by the above hazards during the manufacturing process, we undertake control
measures and checks to ensure that the material being fed into the furnace is adequate. Further, we also employ
measures such as equipping our facilities with fire-fighting equipment and requiring our workers and employees
to wear safety gear. In addition, in order to ensure safe transportation of metal, we have specially designed trucks
with adequate safety measures in place to ensure that the ladles containing the liquid metal does not move from
its place and have also filed for a patent in this respect. We continuously work on improving the safety features
of our trucks.
Although we employ safety procedures during the melting of aluminium in the furnaces and during transportation
of liquid metal and maintain what we believe to be adequate insurance, there is a risk that any hazard including
an accident during transit may result in personal injury to our employees or other persons, destruction of property
or equipment, environmental damage, manufacturing or delivery delays, or may lead to suspension of our
operations and/or imposition of civil or criminal liabilities. Further, our operations include usage of radiators
which may be susceptible to explosions in the event any radiator with water trapped inside is charged into the
furnace. The loss or shutting down of our facilities could disrupt our business operations and adversely affect our
results of operations, cash flows, financial condition and reputation. We could also face claims and litigation in
India, filed on behalf of persons alleging injury predominantly as a result of occupational exposure to hazards at
our facilities, the outcome of which is difficult to assess or quantify, and the cost to defend such litigation could
be significant. These claims and lawsuits, individually or in the aggregate, may be resolved against us inflicting
negative publicity and consequently, our business, cash flows, results of operations and financial condition could
be adversely affected.
In particular, if operations at our manufacturing facilities were to be disrupted as a result of any significant
workplace accident, fire, explosion or other connected reasons, our financial performance may be adversely
affected as a result of our inability to meet customer demand or committed delivery schedules for our products.
Interruptions in production may also increase our costs and reduce our sales and may require us to make substantial
capital expenditures to remedy the situation or to defend litigation that we may become involved in as a result,
which may negatively affect our profitability, business, reputation, financial condition, results of operations, cash
flows and prospects.
30. We are unable to trace some of our historical corporate records. We cannot assure you that no legal
66proceedings or regulatory actions will be initiated against our Company in future in relation to the missing
corporate records which may impact our cash flows, financial condition and reputation.
We have been unable to trace certain secretarial records, including the form filings made by our Company.
Accordingly, we had commissioned a physical and electronic search of the RoC records through an practicing
company secretary firm, Deepak Goel & Associates, to retrieve missing documents and provide us with a list of
secondary documents relied upon for transfers between shareholders of our Company, and the Practicing
Company Secretary has issued a report dated August 29, 2025 in this regard. We have been unable to trace copies
of the following corporate records of our Company:
(i) Transfer deed in relation to transfer dated July 30, 2007, of 20,000 Equity Shares from Jaiparash
Trading Private Limited to our Promoter Group Gauri Shankar Agarwala;
(ii) Transfer deed in relation to transfer dated July 30, 2007, of 30,000 Equity Shares from Parasabha
Construction Private Limited to our Promoter and Chairman and Managing Director Mohan Agarwal;
(iii) Transfer deed in relation to transfer dated July 30, 2007, of 25,000 Equity Shares from Arimardan
Trading Private Limited to our Promoter Group Kalawati Agarwal;
(iv) Transfer deed in relation to transfer dated July 30, 2007, of 12,500 Equity Shares from N. K Metal to
our Promoter Group Kalawati Agarwal; and
(v) Transfer deed in relation to transfer dated July 30, 2007, of 12,500 Equity Shares from N. K. Metal to
our Promoter Pratibha Agarwal
In addition, we have been unable to locate share transfer forms, depository instruction slips for various transfers
involving our Promoters. For further details of these transfers, see “Capital Structure - Build-up of the
Promoters’ shareholding in our Company” on page 121. Despite reaching out to our Promoters involved in these
transfers regarding any documentation which may be available with them for the aforesaid secretarial and other
corporate documents and records, we have not been able to trace the aforementioned documents. Accordingly, we
have relied on the report dated August 29, 2025 issued by the practicing company secretary firm, Deepak Goel &
Associates. Further, our Company has not appointed a chief financial officer during the period- June 6, 2024 till
May 21, 2025.
While no legal proceedings or regulatory action has been initiated against our Company in relation to untraceable
secretarial and other corporate records and documents as of the date of this Draft Red Herring Prospectus, we
cannot assure you that such legal proceedings or regulatory actions will not be initiated against our Company in
future. We cannot assure you that such untraceable secretarial and other corporate records and documents will be
available with us in future.
31. We are subject to risks arising from interest rate fluctuations, which could reduce the profitability of our
projects 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 March 31, 2025, the interest
rates for our borrowings ranged from 7.30% to 10.36% per annum.
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.
32. We may fail to protect our intellectual property, including our designs and are susceptible to litigation for
infringement of intellectual property rights in relation to such designs. This could materially and adversely
affect our reputation, results of operations and financial condition
As on date of this Draft Red Herring Prospectus, our Company has made an application for registration of a
trademark which is objected. The detail of trademark objected and pending for registration is set out as below;
67Sr Particulars of Trademark Class Application Status
no. Number
1 6 5978502 Objected
If we are unable to register our trademark for any reasons including our inability to remove objections to the
trademark application, or if our unregistered trademark are registered in favour of or used by a third party in India
or abroad, we may not be able to claim registered ownership of such trademark and consequently, we may not be
able to seek remedies for infringement of those trademarks by third parties other than relief against passing off by
other entities, causing damage to our business prospects, reputation and goodwill. Apart from this, any failure to
register or renew registration of our registered trademark may affect our right to use such trademark in future.
If our trademarks are improperly used, the value and reputation of our brand could be harmed. The measures we
take to protect our intellectual property may not be adequate to prevent unauthorized use of our intellectual
property by third parties. Notwithstanding the precautions we take to protect our intellectual property rights, it is
possible that third parties may copy or otherwise infringe upon our rights, which may have an adverse effect on
our business, results of operations and financial condition.
33. We face competition in the recycled metals industry. Failure to compete effectively may have an adverse
impact on our business, financial condition, results of operations and cash flows.
We believe that we operate in a highly competitive industry. Our customers evaluate their suppliers based on,
among other things, manufacturing capabilities, speed, quality, engineering services, flexibility, and costs. As per
ICRA Report, our Company ranks among the largest players in the global aluminium recycling industry in terms
of installed capacity as of 31st March 2025. Further, our Company is the leading non-ferrous metal recycler in
terms of installed capacity as of 31st March 2025 and has the highest market share in the Indian secondary
aluminium market in terms of revenue from operations for the FY2025 amongst the peer companies. However,
some of our competitors may have certain advantages, including greater financial resources, better engineering,
manufacturing or financial capabilities, more advanced technology or research and development capability,
greater market penetration and operations in diversified geographies and product portfolios, which may allow our
competitors to better respond to market trends. In order for us to maintain or increase our market share, we must
depend on effective marketing initiatives and our ability to anticipate and respond to various competitive factors
affecting the industry, including our ability to improve our manufacturing process and techniques, introduce new
products, respond to pricing strategies of our competitors, and adapt to changes in technology and changes in
customer preferences. We cannot assure prospective investors that we will be able to compete effectively against
our current or emerging competitors with respect to each of these key competitive factors.
While we believe that we have a diversified supplier base, some of our Company’s competitors may have better
access to raw material suppliers compared to us which may enable them to obtain metal scrap at favorable rates.
Furthermore, competitors may gain control over or influence our suppliers or customers by shareholdings in such
companies, which could adversely affect our supplier relationships. Therefore, we are exposed to risks of our
competitors having better resources than us, and we may not be able to compete effectively with our competitors,
which may have an adverse impact on our business, results of operations, financial condition and cash flows.
Our Company’s customers may also opt to transact with our competitors instead of our Company if we fail to
develop and provide the technology and skills required by its customers at a rate comparable to its competitors.
Even though our Company may have the requisite technology and skills, there can be no assurance that we will
be able to competitively develop the higher value add solutions necessary to retain business or attract new
customers in the future. There can also be no assurance that we will be able to retain a compelling advantage over
our competitors which could adversely affect our business, results of operations, financial conditions and cash
flows.
Further, a significant portion of our revenue is generated from the sale of liquid metal, which cannot be transported
beyond a distance of 25-30 kilometres. Therefore, we are required to set up plants in close proximity to our
customers, which are located in automotive manufacturing hubs. Further, our liquid metal plants are typically
designed to cater to a limited number of customers. Accordingly, each individual plant set up by us has separate
individual fixed and variable expenses. Due to the fragmented nature of the operations of our Company, it may
not be possible for us to achieve economies of scale or efficiency from individual plants.
68Further, with an increase in focus on the manufacture of recycled products, we may also face competition from
new entrants as well as the current manufacturers of primary metals. Since we operate in an industry with low
capital intensity, there is a greater underlying threat of new entrants into the market. Such new entrants may
capture our market share, which may have an adverse impact on our business, financial conditions and cash flows.
Moreover, increased consolidation among our competitors, or between our competitors and any of our customers,
could allow competitors to further benefit from economies of scale, offer more comprehensive product portfolios
and increase the size of their serviceable markets. This could require us to accept considerable reductions in our
profit margins and the loss of market share due to price pressure.
34. Our failure to identify and understand evolving industry trends and preferences and to develop new
products to meet our customers’ demands may materially adversely affect our business.
Changes in the preferences of our customers, regulatory or industry trends or requirements, or in competitive
technologies may render certain of our products or business strategies obsolete or less attractive. To compete
effectively in the automotive components industry, we must be able to develop, upgrade and manufacture new
products to meet our customers’ demand in a timely manner. In order to do so, we need to identify and understand
the key market trends and address our customers’ evolving needs proactively and on a timely basis. As a result,
we may incur, and have in the past incurred, capital expenditures for development of products to meet the demands
of our customers. We cannot assure you, however, that we will be able to install and commission the equipment
needed to manufacture products for our customers on time. In particular, in the event the trend in the automotive
industry shifts from usage of aluminium castings to other material, especially in electric vehicles, our customers
may lose interest in us. The market for electric vehicles is relatively new, rapidly evolving, and the factors
affecting the market of electric vehicles include the pace of changing technologies, price competition, additional
competitors, evolution of government regulation and industry standards, new vehicle announcements and
consumers’ willingness to adopt electric vehicles. If there is growth in the market for electric vehicles in future,
we will need to adapt with the technological advances which will require us to make substantial capital
investments. We may not have the ability to adequately respond to this trend of increase in penetration of electric
vehicles in India and internationally. Our customers may shift to other manufacturers if we do not meet their
changing needs as per the requirement of the automobile industry. Further, our already existing technologies may
become redundant. All these factors could adversely affect our business, results of operations, financial condition
and cash flows. Our failure to successfully and timely develop and manufacture new products in order to cater to
the requirements of our customers and industry trends could have a material adverse effect on our business,
financial condition, cash flows, results of operations and future prospects.
Further, our ability to anticipate changes in technology and regulatory standards and to successfully develop and
introduce new and enhanced products on a timely basis is a significant factor in our ability to remain competitive.
However, there can be no assurance that we will be able to secure the necessary technological knowledge, through
research and development or through technical assistance agreements or otherwise, that will allow us to develop
our product portfolio in this manner and ensure that we remain competitive. If we are unable to obtain such
knowledge in a timely manner, or at all, we may be unable to effectively implement our strategies, and our
business, cash flows and results of operations may be adversely affected. Our inability to adopt new technologies
may result in a loss of our business, which may have a material adverse impact on our business, financial condition,
results of operations and cash flows.
35. Our indebtedness and the conditions and restrictions imposed on us by our financing agreements could
adversely affect our ability to conduct our business.
As on June 30, 2025, we had total borrowings comprising non-current borrowings and current borrowings
aggregating to ₹9,066.51 million, on a consolidated basis. As at Fiscal 2025, Fiscal 2024 and Fiscal 2023, our
total borrowings comprised 31.75%, 22.72% and 10.99%of the total assets of our Company, respectively, based
on the Restated Consolidated Financial Information. We may incur additional indebtedness in the future. Our
indebtedness could have several important consequences, including but not limited to the following:
• a portion of our cash flow is used towards repayment of our existing debt, which reduce the availability
of cash to fund our working capital needs, capital expenditures, acquisitions and other general corporate
requirements
• our ability to obtain additional financing in the future at reasonable terms may be restricted
69• fluctuations in market interest rates may affect the cost of our borrowings, as some of our loans are at
variable interest rates; and
• we may be more vulnerable to economic downturns, may be limited in our ability to withstand
competitive pressures and may have reduced flexibility in responding to changing business, regulatory
and economic conditions.
Most of our financing arrangements are secured by our movable assets and by certain immovable assets. Many of
our financing agreements also include various conditions and covenants that require us to obtain lender consents
prior to carrying out certain activities and entering into certain transactions. Further, the accounts held by our
Company and its Subsidiaries with the lenders are regular and satisfactorily performing the conditions and
covenants that required and there have been no current or past defaults (excluding minor delay of three days with
ICICI Bank Limited) on account of repayment of interest or principal or of financial covenants.
Any failure to service our indebtedness, perform any condition or covenant or comply with the restrictive
covenants could lead to a termination of one or more of our credit facilities, default, acceleration of amounts due
under such facilities and cross-defaults under certain of our other financing agreements, any of which may
adversely affect our ability to conduct our business and have a material adverse effect on our financial condition,
cash flows and results of operations.
36. The domestic and global metal recycling industry is subject to certain threats and challenges, which if
materialize will adversely affect our business, results of operation, financial condition and cash flows.
We operate in the metal recycling industry, which is subject to various challenges and threats that could impact
our business, results of operations, financial condition and cash flows. As per the ICRA Report some of the threats
and challenges in the global metal recycling and recovery market are:
• Price Volatility & Competition from Virgin Metals: Recyclers margins are highly susceptible to metal
price fluctuations, influenced by factors such as global demand, mining output, geopolitical tensions, and
supply chain disruptions. When primary metal prices fall, virgin extraction becomes more economical,
reducing the market competitiveness of recycled metals.
• Quality and Purity Limitations: Scrap variability and contamination increase the complexity and cost
of maintaining material purity during recovery processes.
• Technological Complexity and Rapid Evolution: Recycling technologies must constantly evolve to
manage diverse and complex waste streams, requiring frequent upgrades and innovation investments
(e.g., AI, automation, sensor-based sorting). This technological evolution imposes high time and cost
burdens on recyclers.
• Geopolitical Disruptions: Ongoing geopolitical events (e.g., the Russia–Ukraine conflict, energy price
surges) have further inflated energy and input costs, widening regional competitiveness gaps.
For further details see “Industry Overview” on page 153.
If any or a combination of the foregoing risks materialise it could have a material adverse effect on our business,
results of operations and financial condition
37. We own a large range of equipment and have a large number of contract workers, resulting in increased
costs to our Company. In the event we are not able to generate adequate cash flows, it may have a material
adverse impact on our cash flows and operations.
We operate in a labour-intensive industry and accordingly, are required to employ considerable labour, including
contractual labour. This results in a significant employee as well as contractual labour costs for our Company. As
on June 30, 2025, we have 760 permanent employees and 3,796 contractual workmen, on a consolidated basis.
We enter into arrangements with contractors for recruitment of contract labourers as per our requirements for a
fixed period of time. There is no assurance that we may be able to renew these arrangements on a timely basis or
at all. Further, if a contractor fails to perform its obligations satisfactorily or within the prescribed time periods or
terminates its arrangements with us, we may be unable to deliver our products within the intended timeframe, at
70the intended cost, or at all. If this occurs, we may be required to incur additional cost or time to deliver our products
to appropriate quality standards in a manner consistent with our business objective, which could result in reduced
profits or losses. The table below sets forth details of our cost of engaging contract labourers as indicated below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total
in million) expenses in million) expenses in million) expenses
Contract Labour 694.18 1.07% 665.15 1.14% 653.33 1.14%
Expenses
Our dependence on such contract labour may result in significant risks for our operations, relating to the
availability and skill of such contract labourers, as well as contingencies affecting availability of such contract
labour during peak periods in labour intensive sectors such as ours. Although, no instances have occurred in
relation to material default or delay by such independent contractors in past three Fiscals, that have had any
material impact on our prospects, business and results of operations, there can be no assurance that we will have
adequate access to skilled and unskilled workmen at reasonable rates.
We are also subject to the laws and regulations in India governing employees, including in relation to minimum
wage and maximum working hours, overtime, working conditions, hiring and termination of employees, contract
labour and work permits. These laws and regulations have, however, become increasingly stringent and it is
possible that they will become significantly more stringent in the future. For instance, the GoI has recently
introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020; (c) the Occupational Safety,
Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which consolidate,
subsume and replace numerous existing central labour legislations. While the rules for implementation under these
codes have not been notified, we are yet to determine the impact of all or some such laws on our business and
operations which may restrict our ability to grow our business in the future and increase our expenses.
Furthermore, any upward revision of wages that may be required by the state government to be paid to such
contract labourers would increase our costs and may adversely affect the business and results of our operations.
In addition, our majority of labours are migrants from other state, if there is decline in migrant labourers or there
is a reverse migration our operations could be adversely affected.
Additionally, we own a large range of sophisticated and modern equipment, resulting in increased fixed costs to
our Company. Our range of equipment includes regenerative burner, baghouse, pump furnace and de-coater,
rotary sieve, heavy media separation system, induction-based sorting system, colour sorting system, eddy current
separator, gravimetric separation, shredder, specially designed ladles and auto chargers, as well as specially
designed trucks. Our property, plant and equipment as of 31st March 2025, 31st March 2024 and 31st March 2023
was ₹ 6,018.90 million, ₹5,488.36 million and ₹4,261.14 million respectively.
We have neither historically used nor currently use second-hand equipment to undertake our business.
Accordingly, the cost of maintaining and keeping such capital equipment in proper working condition constitutes
a significant portion of our operating expenses. We will not be able to quantify or segregate the actual expense
incurred towards the maintenance of capital equipment from the accounting records. The expense incurred on the
maintenance of our capital equipment include those towards the payment of salary and wages of permanent and
contract labour, employed full-time and engaged in the maintenance activities of such equipment. Further, there
are also other consumables issued in stores that are captured under various expense heads such as consumption of
stores and spares, repairs and maintenance of plant and equipment and power and fuel, among others, in our
financial statements, for maintenance of such capital equipment. Apart from this, our Company also has inventory
of various maintenance equipment and spares that have not yet been used but have consumed cash outflows. In
the event we are unable to generate or maintain adequate revenues or recover payments from our customers in a
timely manner, or at all, it could have a material adverse effect on our financial condition and operations.
38. We are subject to various law and regulations, including environmental and health and safety laws and
regulations, which may subject us to increased compliance costs, which may in turn result in an adverse
effect on our financial condition.
Our operations are subject to various national, state and local laws and regulations relating to the protection of the
environment and occupational health and safety, including those governing the generation, handling, storage, use,
management, transportation and disposal of, or exposure to, environmental pollutants or hazardous materials
resulting from our manufacturing processes. For instance, we require certain material approvals including
approvals under the Water (Prevention and Control of Pollution) Act, 1974, as amended, the Air (Prevention and
71Control of Pollution) Act, 1981, as amended and the Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016, as amended in order to establish and operate our manufacturing facilities
in India, and registrations with the relevant tax, labour and municipal authorities in India. There can be no
assurance that the relevant authorities will issue such permits or approvals in the timeframe anticipated by us or
at all. A majority of these approvals are granted for a limited duration. Some of these approvals, licenses and
permits have expired and we have either made or are in the process of making applications for renewing these
approvals. For details of our material approvals for which applications are pending before relevant authorities, see
“Government and Other Approvals” on page 496. We cannot assure you that our applications for renewal of
these approvals will be issued or granted to us in a timely manner, or at all. Failure by us to renew, maintain or
obtain the required permits or approvals may result in the interruption of our operations and may have a material
adverse effect on our business, financial condition, results of operations and cash flows.
It is possible that the environmental laws that our Company is governed by will become significantly more
stringent in the future. Stricter laws and regulations, or stricter interpretation of the existing laws and regulations,
may impose new liabilities on us or result in the need for additional investment in pollution control equipment,
either of which could adversely affect our business, financial condition or prospects. While as of the date of this
Draft Red Herring Prospectus, we are not subject to any environmental legal proceedings, we may be impleaded
in such legal proceedings in the course of our business. Such legal proceedings could divert management time and
attention and consume financial resources in defence or prosecution of such legal proceedings or cause delays in
the construction, development or commencement of operations of our projects. No assurance can be given that
we will be successful in all, or any, of such proceedings.
For details of our material permits and approvals, see “Government and Other Approvals” on page 496.
39. We may not be successful in implementing our strategies, which could adversely affect our business, cash
flows, results of operations and future prospects.
Our success will depend, in large part, on our ability to effectively implement our business and growth strategies.
Our current growth strategies include (i) Diversification into Other Metals and Expanded Industry Base, (ii)
Expansion of supply of wrought alloys and partnership with primary players, (iii) Leverage the focus on
aluminium content in electric vehicles and the growing demand of aluminium in ICE vehicles and (iv) Continue
to invest in higher technological capabilities in order to capitalize on future trends. For details, see ‘Our Business
– Strategies’ on page 258. We may not be able to sustain our rates of growth, due to a variety of reasons including
a decline in the demand for recycled metals and alloys, increased price competition, non-availability of raw
materials, lack of management availability or a general slowdown in the economy. A failure to sustain our growth
may have an adverse effect on our business, cash flows, results of operations and financial condition.
We are embarking on a growth strategy which involves deepening, diversifying and expanding our customer base
by expanding our focus on supply of liquid and scrap metal, focusing on geographic expansion and on operational
efficiencies to improve returns. Such a growth strategy will place significant demands on our management as well
as our financial, accounting and operating systems and require us to continuously evolve and improve our
operational, financial and internal controls across our organization. In particular, continued expansion increases
the challenges involved in:
• making accurate assessments of the resources required by us;
• preserving a uniform culture, values and work environment across our projects;
• developing and improving our internal administrative infrastructure, particularly our financial,
operational, communications, internal control and other internal systems;
• acquiring new customers and increasing or maintaining contribution from existing customer;
• recruiting, training and retaining sufficient skilled management, technical and marketing personnel;
• maintaining high levels of customer satisfaction; and
• adhering to expected performance and quality standards.
If we are unable to increase our production capacity, we may not be able to successfully execute our growth
strategies.
Further, as we scale-up and diversify our products, we may not be able to execute our operations efficiently, which
may result in delays, increased costs and lower quality products. We cannot assure you that our future performance
or growth strategy will be in line with our past performance or growth strategy. Our failure to manage our growth
effectively may have an adverse effect on our business, cash flows, results of operations and financial condition.
7240. We are dependent on a number of key management personnel and senior management personnel and the
loss of such persons, or our inability to attract and retain such personnel in the future, could adversely
affect our business, growth prospects, results of operations and cash flows.
Our ability to meet future business challenges depends on our ability to attract, recruit and retain talented and
skilled personnel. We are highly dependent on our Promoters, our Directors, senior management and other key
personnel. Our management and technical personnel are supported by other skilled workers who benefit from
regular in-house training initiatives. The loss of any of our Promoters, our Directors, senior management, external
consultants or other key management personnel, or an inability to manage the attrition levels in different employee
categories may materially and adversely impact our business, growth prospects, results of operations and cash
flows. For details of changes to our Directors and Key Managerial Personnel in the last three years, see “Our
Management” on page 311.
We face competition to recruit and retain skilled and professionally qualified staff. Due to the limited availability
of skilled personnel, competition for senior management and skilled engineers in our industry is intense. We may
experience difficulties in attracting, recruiting and retaining an appropriate number of managers and engineers for
our business needs. The risk could be heightened to the extent we invest in business of geographical regions in
which we have limited experience. We may also need to increase our pay structures to attract and retain such
personnel. Our future performance will depend upon the continued services of these persons.
41. We are subject to stringent labour laws or other industry standards and any strike, labour unrest, work
stoppage or increased wage demand by our employees or any other kind of disputes with our employees
could adversely affect our business, financial condition, results of operations and cash flows.
Our recycling and manufacturing activities are labour intensive, require our management to undertake significant
labour interface, and expose us to the risk of industrial action. We are also subject to a number of stringent labour
laws that protect the interests of workers, including legislation that sets forth detailed procedures for dispute
resolution and employee removal and legislation that imposes financial obligations on employers upon
retrenchment. Although, we have not experienced any disruption due to dispute, strike, labour unrest, work
stoppage or increased wage demand, etc., there can be no assurance that we will not experience disruptions to our
operations due to disputes or other problems with our work force such as strikes, labour unrests, work stoppages
or increased wage demands, which may adversely affect our business. If labour laws become more stringent or
are more strictly enforced, it may become difficult for us to maintain flexible human resource policies, discharge
employees or downsize, any of which could have an adverse effect on our business, financial condition, results of
operations and cash flows. We enter into contracts with independent contractors who, in turn, engage on-site
contract labour to perform certain operations. Although we generally do not engage such labour directly, it is
possible under Indian law that we may be held responsible for wage payments to the labour engaged by contractors
should the contractors default on wage payments. Any requirement to fund such payments will adversely affect
us, our business, financial condition, results of operations and cash flows. Furthermore, under the Contract Labour
(Regulation and Abolition) Act, 1970 and subsequent amendments thereto, we may be required to absorb a portion
of such contract labour as permanent employees. Any order from a regulatory body or court requiring us to absorb
such contract labour may have an adverse effect on our business, financial condition, results of operations and
cash flows.
42. Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and
cash flows.
We may be subject to instances of fraud, misappropriation, unauthorised acts and misconduct by our
representatives and employees which may go unnoticed for certain periods of time before corrective action is
taken. For details, see “Outstanding Litigation and Other Material Developments” on page 485. Fraudulent and
unauthorised conduct by our employees could also bind us to transactions that exceed the scope of authorisation
and present significant risks to us. As a result, we may be subject to regulatory sanctions, brand and reputational
damage 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.
Further, we employ third parties for certain operations and accordingly, we are exposed to the risk of theft and
embezzlement. In addition, we may be subject to regulatory or other proceedings in connection with such acts by
our employees, which could adversely affect our goodwill.
Our operations may be subject to incidents of theft or damage to inventory in transit and prior to or during godown
73stocking. The business may also encounter some inventory loss on account of employee theft, vendor fraud,
security lapse and general administrative error.
43. Our Statutory Auditors have included certain matters of emphasis in connection with the Companies
(Auditor’s Report) Order, 2020 in the examination report issued in respect of the Restated Consolidated
Financial Statements.
The examination report on our Restated Consolidated Financial Statements for Fiscals 2025, 2024, and 2023
includes certain matters of emphasis. While these matters do not modify the auditors’ opinion, they highlight
specific financial statement items or disclosures that require particular attention. Our Statutory Auditors have
made these matters of emphasis in their examination report on our Restated Consolidated Financial Statements
for the last three Fiscals.
Report Year Comments of the Auditor
reference
Consolidated 2022-23 Qualified Opinion
Financial
We have audited the accompanying consolidated financial statements of CMR
Statements
Green Technologies Limited (formerly known as Grand Metal Industries
Limited) (hereinafter referred to as "the Holding Company"), its subsidiaries (the
Holding Company and its subsidiaries together referred to as "the Group") and
its joint ventures comprising of the consolidated Balance Sheet as at March 31,
2023, the consolidated Statement of Profit and Loss including other
comprehensive income, the consolidated Cash Flow Statement, the Consolidated
Statement of Changes in Equity for the year then ended, and notes to the
consolidated financial statements, including a summary of significant
accounting policies and other explanatory information hereinafter referred to as
"the consolidated financial statements.
In our opinion and to the best of our information and according to the
explanations given to us and based on the consideration of reports of other
auditors on separate financial statements and on the other financial information
of the subsidiaries, except for the effects of the matters described in the 'Basis
for Qualified Opinion' section of our report, the aforesaid consolidated financial
statements give the information required by the Companies Act, 2013, as
amended ("the Act") in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the
consolidated state of affairs of the Group and its joint ventures as at March 31,
2023, their consolidated profit and their consolidated cash flows for the year
ended on that date.
Basis for Qualified Opinion
In case of one of a joint venture company, namely CMR Chiho Industries India
Private Limited (herein referred to as “said venture company”)
(a) The said joint venture company had entered into various related party
transactions during the year ended March 31, 2022, aggregating of Rs. 3,929.78
lacs which were approved in the board meeting of the said joint venture company
dated November 13, 2021. Such transactions were approved by directors
representing the Transacting Shareholder Directors of the said joint venture
company and not by the Directors representing company’s other Joint Venture
Shareholder. Further in respect of certain other related party transactions entered
during the year ended March 31, 2022, aggregating of Rs. 2,174.60 lacs,
approval of the board of directors of the said joint venture have not been taken
by the said joint venture company. Furthermore, the said joint venture company
has entered into related party transactions of Rs. 545.89 lacs during the current
year which have not been approved by the Board of Directors.
The above transactions are not in compliance with approval process in the
Shareholder’s Joint Venture Agreement dated November 25, 2019, and the
Article of association of the said joint venture company.
74Report Year Comments of the Auditor
reference
Report on 2022-23 Clause 2(b):
Other Legal Except for the matters described in the Basis for Qualified Opinion paragraph
and above, in our opinion, proper books of account as required by law relating to
Regulatory preparation of the aforesaid consolidation of the financial statements have been
Requirements kept so far as it appears from our examination of those books and reports of the
as required by other auditors except, in case of one joint venture where the backup of books
Section 143(3) of accounts maintained in electronic mode have not been taken/maintained on
of the a daily basis due to reasons as fully explained in note 46(b)
Companies
Clause 2(c):
Act, 2013
Except for the matters described in the Basis for Qualified Opinion paragraph
above, the Consolidated Balance Sheet, the Consolidated Statement of Profit
and Loss and the Consolidated Cash Flow Statement dealt with by this Report
are in agreement with the books of account maintained for the purpose of
preparation of the consolidated financial statements;
Clause 2(d):
Except for the effects of the matters described in the Basis for Qualified
Opinion paragraph above, in our opinion, the aforesaid consolidated financial
statements comply with the Accounting Standards specified under Section 133
of the Act, read with Companies (Indian Accounting Standards) Rules, 2015,
as amended;
Clause 2(e):
The matters described in the Basis for Qualified Opinion paragraph above, in
our opinion, may have an adverse effect on the functioning of the Group.
2023-24 Clause 2(b):
In our opinion, proper books of account as required by law relating to
preparation of the aforesaid consolidation of the financial statements have been
kept so far as it appears from our examination of those books and reports of the
other auditors except for the matter stated in the paragraph (i)(vi) below on
reporting under Rule 11(g) and in case of one joint venture where the backup
of books of accounts maintained in electronic mode have not been
taken/maintained on a daily basis due to reasons fully explained in note 46(b).
Clause 2(f):
The modification relating to the maintenance of accounts and other matters
connected therewith are as stated in the paragraph (b) above on reporting under
Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g).
Report Year Comments of the Auditor
reference
Report on 2023-24 Clause 2(I)(iv)(e):
Other Legal Based on our examination which included test checks and that performed by
and the respective auditors of the subsidiaries which are companies incorporated
Regulatory in India whose financial statements have been audited under the Act, except
Requirements for the instances discussed in note 50 to the financial statements, the Holding
as required by Company, subsidiaries and joint venture have used accounting software for
Section maintaining its books of account which has a feature of recording audit trail
143(3) of the (edit log) facility and the same has operated throughout the year for all
Companies relevant transactions recorded in the software. Further, during the course of
Act, 2013 our audit, we and respective auditors of the above referred subsidiaries did not
come across any instance of audit trail feature being tampered in respect of
other accounting software where the audit trail has been enabled.
752024-25 Clause 2(b):
In our opinion, proper books of account as required by law relating to
preparation of the aforesaid Consolidated Financial Statements have been
kept so far as it appears from our examination of those books and the reports
of the other auditors, except for the matter stated in the paragraph (i)(vi) below
on reporting under Rule 11(g).
Clause 2(I)(vi):
Based on our examination which included test checks and that performed by
the respective auditors of the subsidiaries and its joint venture which are
companies incorporated in India whose financial statements have been
audited under the Act, except for the instances discussed in note 47 to the
financial statements, the Holding Company, subsidiaries and joint venture
have used accounting software for maintaining its books of account which has
a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit, we and respective auditors of the above
referred subsidiaries and joint venture did not come across any instance of
audit trail feature being tampered in respect of other accounting software
where the audit trail has been enabled and the audit trail has been preserved
by the Holding Company, subsidiaries and joint venture for these software as
per the statutory requirements for record retention.
CARO 2020 2022-23 Clause (xxi):
Qualifications or adverse remarks by the respective auditors in the Companies
(Auditors Report) Order (CARO) reports of the companies included in the
consolidated financial statements are:
Clause number
Holding/ of the CARO Remarks (Basis the
Sr. Name of the
CIN Subsidiary/ report which is respective auditors
No. entities
JV unfavorable or reports)
adverse
1 CMR Green U00337HR2005PLC085675 Holding Clause (vii)(a) Clause (vii)(a) –
Technologies Company Undisputed statutory
Limited dues have generally
been regularly
deposited with the
appropriate authorities
although there has
been a slight delay in a
few cases.
2 *CMR Kataria U37100HR2020PTC088163 Subsidiary Clause (vii)(a) Clause (vii)(a) –
Recycling Undisputed statutory
Private dues have generally
Limited been regularly
deposited with the
appropriate authorities
although there has
been a slight delay in a
few cases.
* MKP-Kataria Recycling Private Limited name of the company has been changed from CMR-Kataria Recycling Private Limited. Further,
the company ceased to be a subsidiary with effect from June 30, 2024.
For further information, see “Management's Discussion and Analysis of Financial Condition and Results of
Operations – Reservations, Qualifications and Adverse Remarks” on page 477.
There can be no assurance that any similar matters prescribed under the Companies (Auditor’s Report) Order,
2020, or any emphasis of matter, will not form part of our financial statements for the future fiscal periods, which
could subject us to additional liabilities due to which our reputation and financial condition may be adversely
affected.
7644. We may be subject to counter party credit risk from our operating activities and our financing activities.
We are subject to the risk that our counterparties may not meet their obligations under various financial
instruments. Our credit risk exposure relates to our financing activities, including deposits with banks and financial
institutions, as well as to operating activities, primarily from trade receivables. We allow a maximum credit period
of up to 90 days to our customers, and we cannot guarantee that our customers will not default on their payments,
which might adversely affect our profit margins and cash flows. Set out below are the trade receivables, and
number of days of receivables for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ Number of Amount (₹ Number of Amount (₹ Number of
in million) days of in million) days of in million) days of
trade trade trade
receivables receivables receivables
Trade receivables 7,875.69 43 6,271.97 38 5,535.55 34
Note: Receivable days are calculated as Trade receivable divided by revenue from operations multiplied by 365
Set forth below are details relating to holding levels of our trade payables, trade receivables, inventory and
working capital cycle, for the periods indicated.
Particulars Number of days for Fiscal
2025 2024 2023
Receivable days 43 38 34
Inventory days 45 38 38
Payable days 13 11 20
Net Working capital days 76 66 53
Note: Receivable days are calculated as Trade receivable divided by revenue from operations multiplied by 365, Inventory days are calculated
as Inventory divided by revenue from operations multiplied by 365, Payable days are calculated as Trade Payables (Total outstanding dues
of micro enterprises and small enterprises and Total outstanding dues other than micro enterprises and small enterprises) divided by revenue
from operations multiplied by 365, Net working capital days are calculated as receivable days add inventory days less payable days.
Any increase in our debtor days will negatively affect our business. If we are unable to collect customer
receivables or if the provisions for doubtful receivables are inadequate, it could adversely affect our business,
financial condition and results of operations.
Accordingly, in the event that our counterparties do not meet their financial obligations, we may face financial
loss and this may thereby adversely affect our business, results of operations and cash flows. Macroeconomic
conditions could also result in financial difficulties, including insolvency or bankruptcy, for our customers, and
as a result could cause customers/ distributors to delay payments to us, request modifications to their payment
arrangements, that could increase our receivables or affect our working capital requirements. An increase in bad
debts or in defaults by our customer, may compel us to utilize greater amounts of our operating working capital
and result in increased interest costs, thereby adversely affecting our business, results of operations, profitability
and margins, cash flows and financial condition.
45. Increases in interest rates may materially impact our cash flows and results of operations.
All of our secured debt carries interest at floating interest rates or at rates that are subject to adjustments at specified
intervals. We are exposed to interest rate risk in respect of contracts for which we have not entered into any swap
or interest rate hedging transactions, although we may decide to engage in such transactions in the future. We may
further be unable to pass any increase in interest expense to our existing customers. Any such increase in interest
expense may have a material adverse effect on our business, financial condition, results of operations and cash
flows. Furthermore, if we decide to enter into agreements to hedge our interest rate risk, there can be no assurance
that we will be able to do so on commercially reasonable terms, that our counterparties will perform their
obligations, or that these agreements, if entered into, will protect us fully against our interest rate risk.
46. Customer consolidation, integration and takeovers could adversely impact our financial position, results
of operations and cash flows.
Customers in our markets, including the customers in the automotive sector, may consolidate and grow in a
manner that could affect their relationship with us. For instance, if one of our customers is acquired by any other
company, its management may get reshuffled which may affect our relationship with such customer, and we may
not be able to retain any favourable terms that we agreed to in the past and may even lose that acquired customer’s
77business. Further, if any of our customers, including the OEMs and Tier 1 companies, choose to set up their own
manufacturing facilities, in order to manufacture aluminium alloys, we may lose business from such customer as
a consequence of which, our financial position, results of operations and cash flows may be adversely affected.
Such an integration of operations or expansion by these customers may stress the margins of our Company as our
Company would be adversely impacted by the loss of a customer and loss of revenue and may also be subject to
additional competition in the market. Additionally, if our customers become larger and more concentrated, they
could exert pressure in pricing and payment terms on all suppliers, including us. Accordingly, our ability to
maintain or raise prices in the future may be limited, including during periods of increase in the price of raw
materials and other costs. If we are forced to reduce prices or maintain prices during periods of increased costs,
or if we lose customers because of their acquisition, pricing or other methods of competition, our financial
position, results of operations and cash flows may be adversely affected.
47. We have working capital requirements and may require additional financing to meet those requirements,
which could have an adverse effect on our business, cash flows, results of operations and financial
condition.
Our Company requires working capital to finance the purchase of materials and for the manufacture and other
related work before payment is received from customers. The actual amount and timing of our future working
capital requirements may differ from estimates as a result of, among other factors, unforeseen delays or cost
overruns, unanticipated expenses, regulatory changes, economic conditions, engineering design changes, weather
related delays, technological changes and additional market developments and new opportunities in the metal
recycling industry. Our sources of additional financing, required to meet our working capital requirements and
capital expenditure plans, may include the incurrence of debt or the issue of equity or debt securities or a
combination of both. If we decide to raise additional funds through the incurrence of debt, our interest and debt
repayment obligations will increase, and could have a significant effect on our profitability and cash flows and
we may be subject to additional covenants, which could limit our ability to access cash flows from operations.
Any issuance of equity, on the other hand, could result in a dilution of your shareholding. Accordingly, continued
increases in our working capital requirements may have an adverse effect on our financial condition, cash flows
and results of operations.
48. Failure or disruption of our IT and/or ERP systems may adversely affect our business, financial condition,
cash flows, results of operations and prospects.
We have implemented various information technology (“IT”) solutions and/or enterprise resource planning
(“ERP”) solutions to cover key areas of our operations, procurement, dispatch, accounting and other business
functions. These systems are potentially vulnerable to damage or interruption from a variety of sources, which
could result in a material adverse effect on our operations. Disruption or failure of our IT systems could have a
material adverse effect on our operations. A large-scale IT malfunction could disrupt our business or lead to
disclosure of sensitive company information. Our ability to keep our business operating depends on the proper
and efficient operation and functioning of various IT systems, which are susceptible to malfunctions and
interruptions (including those due to equipment damage, power outages, computer viruses and a range of other
hardware, software and network problems). A significant or large-scale malfunction or interruption of one or more
of our IT systems could adversely affect our ability to keep our operations running efficiently and affect product
availability, particularly in the country, region or functional area in which the malfunction occurs, and wider or
sustained disruption to our business cannot be excluded. In addition, it is possible that a malfunction of our data
system security measures could enable unauthorized persons to access sensitive business data, including
information relating to our intellectual property or business strategy or those of our customers. Such malfunction
or disruptions could cause economic losses for which we could be held liable. A failure of our IT systems could
also cause damage to our reputation which could harm our business. Any of these developments, alone or in
combination, could have a material adverse effect on our business, financial condition, cash flows and results of
operations.
Further, unavailability of, or failure to retain, well trained employees capable of constantly servicing our IT and/or
ERP systems may lead to inefficiency or disruption of IT system thereby adversely affecting our ability to operate
efficiently. Any failure or disruption in the operation of these systems or the loss of data due to such failure or
disruption (including due to human error or sabotage) may affect our ability to plan, track, record and analyze
work in progress and sales, process financial information, meet business objectives based on IT initiatives such
as product life cycle management, manage our creditors, debtors, manage payables and inventory or otherwise
conduct our normal business operations, which may increase our costs and otherwise adversely affect our business,
financial condition, cash flows, results of operations and prospects.
7849. Our insurance coverage may not adequately protect us against all material hazards.
Our Company has covered itself and its Subsidiaries against certain risks. Our key insurance policies consist of
the marine sales turnover insurance policy covering movement of goods, business suraksha classik insurance
policy covering breakdown of mechanical appliances and electronic equipment, material damage such as fire,
burglary and housebreaking, dishonesty of employees, among others, commercial general liability insurance
policy, signature management liability policy, contractor plant and machinery insurance policy, and credit
insurance policy, among others. Details of our total insurance coverage vis-à-vis our net assets as at March 31,
2025, March 31, 2024, and March 31, 2023 is set out below:
(in ₹ million, unless specified otherwise)
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Insurance coverage* (A) 27,319.28 26,676.06 22,470.47
Total amount insurance claimed 3.09 19.91 34.99
Total amount of insurance claim received 2.09 16.49 23.51
Net assets** as per Restated Consolidated Financial
Statements (B) 15,213.75 11,371.19 10,286.11
Insurance coverage times the net assets (A/B) (In times) 1.80 2.35 2.18
*Insurance coverage = Total insurance coverage amount is calculated by considering insurance policies of property.
Equipment’s, vehicles, erection and all risk insurance excludes policies of Directors and officers, commercial general liability,
professional indemnity and Mediclaim, Maritime Insurance, Trade Credit Insurance and Cyber-crime insurance (on Group
level)
**Net assets = Net Block of Property, Plant and Equipment (excluding land value) + Capital work in progress + Investment
property + Inventories
While we believe that the insurance coverage that we maintain is in accordance with industry custom, there can
be no assurance that any claim under the insurance policies maintained by us will be honoured fully, in part or on
time, or that we have taken out sufficient insurance to cover all material losses. To the extent that we suffer loss
or damage for which we did not obtain or maintain insurance, that is not covered by insurance or exceeds our
insurance coverage, the loss would have to be borne by us and our cash flows and financial performance could be
adversely affected.
50. The Offer Price, and price to earnings ratio based on the Offer Price of our Company may not be
indicative of the market price of our Company on listing or after the Offer.
For Fiscals 2025, our revenue from operations and profit for the year was ₹ 66,664.85 million, and ₹1,548.90
million respectively and our price to earnings ratio (based on our restated profit / (loss) after tax for Fiscal 2025)
is [●] times based on the Offer Price and [●] times at the upper end of the price band. The Offer Price of the Equity
Shares is proposed to be determined on the basis of assessment of market demand for the Equity Shares offered
through a book-building process and certain quantitative and qualitative factors as set out in the section titled
“Basis for Offer Price” on page 133. The Offer Price, multiples and ratios may not be indicative of our market
price on listing or thereafter.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a
market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.
Any valuation exercise undertaken for the purposes of the Offer by us, in consultation with the Book Running
Lead Managers, is not based on a benchmark with our industry peers. The relevant financial parameters based on
which the Price Band would be determined, shall be disclosed in the advertisement that would be issued for
publication of the Price Band.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors, variations in our operating results, market conditions specific to the industry we operate in, developments
relating to India, announcements by us or our competitors of significant acquisitions, strategic alliances, our
competitors launching new products or superior products, announcements by third parties or governmental entities
of significant claims or proceedings against us, volatility in the securities markets in India and other jurisdictions,
variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research
publications, and changes in economic, legal and other regulatory factors.
7951. Our failure to keep our technical knowledge confidential could erode our competitive advantage.
Like many of our competitors, we possess extensive technical knowledge about our products. Such technical
knowledge has been built up through our own experiences and through our agreements to avail technical know-
how, which grant us access to new technologies. Our technical knowledge is a significant independent asset, which
may not be adequately protected by intellectual property rights such as patent registration.
Certain proprietary knowledge may be leaked, either inadvertently or wilfully, at various stages of the production
process. A significant number of our employees have access to confidential product information and there can be
no assurance that this information will remain confidential. Moreover, certain of our employees may leave us and
join our various competitors. Although we may seek to enforce non-disclosure agreements in respect of certain
key employees, we cannot guarantee that we will be able to successfully enforce such agreements. We also enter
into non-disclosure agreements with a number of our customers and suppliers but we cannot assure you that such
agreements will be successful in protecting our technical knowledge. The potential damage from such disclosure
is increased as our products are not patented, and thus we may have no recourse against copies of our products
that enter the market subsequent to such leakages. In the event the confidential technical information in respect of
our products or business becomes available to third parties or to the general public, any competitive advantage we
may have over other companies in the metal recycling sector could be harmed. If a competitor is able to reproduce
or otherwise capitalise on our technology, it may be difficult, expensive or impossible for us to obtain necessary
legal protection. Consequently, while we have not had any instances of leakage of our technical knowledge in the
past, we cannot be certain that our technical knowledge will remain confidential in the long run and any leakage
of such confidential technical information could have an adverse effect on our business, cash flows, results of
operations, financial condition and future prospects.
52. The land and premises for our Registered and Corporate Office and certain of our manufacturing facilities
are taken on lease by us. If we or our business partners are unable to renew existing leases or relocate
operations on commercially reasonable terms, there may be an adverse effect on our business, financial
condition, result of operations and cash flows. Further, any failure or delay in the acquisition of land or
an inability to acquire land at acceptable costs or on commercially reasonable terms may adversely affect
our business, cash flows, results of operations and financial condition.
Some of the premises on which we operate are not currently owned by us. Our Registered and Corporate Office
is on premises that have been leased by us from third parties. In addition, other than our manufacturing facilities
situated at Tatarpur and Bawal, in Haryana and at Halol and Vanod, in Gujarat, Odisha and Pune unit all of our
operating manufacturing facilities are situated on premises that have been leased by us. Details of the properties
leased or owned by us are set out below:
S. Manufacturing Address Owned / Date of Lease Tenure Whether
No. Facility Leased Deed / Sale the lessor is
Deed a related
party (Yes/
No) and
whether
part of
Promoter/
Promoter
Group
1. Tatarpur Unit 76 Kanal, 12 Marla at Owned August 9, – No
Village Tatarpur, District basis 2005
Palwal, Haryana
2. Haridwar Unit 3/P-2, Sector 10, Leased May 5, 2007 Valid for a No
Industrial I.I.E. Ranipur basis period of 90
Haridawar - 249403 years
3. Bhiwadi Unit SP -1D, RIICO Industrial Sub- September 01, August 31, No
Area, Tapukara, Bhiwadi, Leased 2024 2026
Alwar, Rajasthan basis
4. Manesar Unit Plot no. 182 situated at Leased April 27, 2023 March 20, No
Sector 5, IMT Manesar, basis 2028
Gurgaon
5. Halol Unit Survey No. 45/5/Paiki Owned August 25, – No
801/Paiki 1 (Old Survey No. basis 2021
45/5), A/c.# 353, Village
Kambola, Taluka: Savli,
Vadodara, Gujarat
6. Bawal Unit Plot no. 65, sector 15, Owned October 10, – No
phase II in Industrial basis 2013
Estate IMT, Bawal,
Rewari – 123501,
Haryana
7. Chennai Unit Plot no. A4 & A5 - Leased December 27, Valid for a No
SIPCOT's Industrial Park, basis 2012 period of 99
Pillaipakkam, years
Sriperumpudur,
Chengalpattu, Chennai
8. Vallam Unit Plot no. G-108/2 Leased March 26, Valid for a No
SIPCOT's Industrial Park basis 2018 period of 99
at Vallam Vadagal, years
Chennai
9. Vanod Unit I Survey No. 470 & 471, Owned August 26, – No
Vanod, Taluka: Dasada basis 2021
and District:
Surendranagar, Taluka
Dasada, Surendranagar,
Gujarat
10. Vanod Unit II Survey no. 466 & 467, Owned July 30, 2021 – No
Vanod village, Taluka basis & October 15,
Dasada, Surendranagar 2020
11. Tirupati Unit Sy.No:429-434, Plot Leased April 7, 2022 Valid for a No
bearing No.UDL-2, basis period of 33
Chintalapalem, years
Yerpedu(M), Chitoor,
Andhra Pradesh
12. Odisha Unit Plot no.1143, 2021, 2023, Owned January 17, - No
2025, 1993, 2020, 1992, basis 2023
2002, 2026, 2027, 2047,
1991, 2000 , 2022, 2024
Mouza-Derba, P.S.-
Katarbaga, P.S. No.-33,
Tahasil- Rengali, District-
Sambalpur, Odisha
13. Pune Unit Gat No. 1473/1,Pune Owned February 25, - No
Nagar Road,L and T basis 2021
Phata, Shikrapur, Shirur,
Pune, Maharashtra 41220
Upon expiration of the relevant agreement for such leased premises, wherever applicable, we will be required to
negotiate the terms and conditions on which the lease agreement may be renewed. We cannot assure you that we
will be able to renew these agreements on commercially reasonable terms in a timely manner, or at all.
Further, some of our lease deeds for our properties may not be registered and some of our lease deeds may not be
adequately stamped and consequently, may not be accepted as evidence in a court of law and we may be required
to pay penalties for inadequate stamp duty. In the event that these existing leases are terminated, or they are not
renewed on commercially acceptable terms or at all, or if we fail to successfully transfer the title deeds of the
abovementioned immovable properties, we may suffer a disruption in our operations. If alternative premises are
not available at the same or similar costs, size or locations, our business, cash flows, financial condition and results
of operations may be adversely affected.
Further, we may require additional amount of land for the purposes of operating our manufacturing facilities and
future expansion plans. However, we cannot assure you that we will be able to identify or acquire adequate land
either on a freehold or leasehold basis, or that land acquisitions will be completed in a timely manner, at acceptable
costs and/or on commercially reasonable terms, without opposition, or at all. The cost of acquiring land on a
freehold or leasehold basis for our manufacturing facilities may be higher than we estimated and is subject to a
number of factors, including the type of land being acquired, market prices, the level of economic development
in the area where the land is located and government regulations pertaining to the price of land, among others. In
81addition, we may face significant opposition to the construction of our manufacturing facilities from local
communities, tribes, non-government organizations and other parties. Such opposition or circumstances may be
beyond our control. If we are unable to acquire the required amount of land for our manufacturing facilities, the
viability and efficiency of such projects may be affected. In addition, any inability to complete the acquisition of
the necessary land in a timely manner may cause construction delays. The occurrence of any such event could
have an adverse effect on our business, results of operations, financial condition, cash flows and future business
prospects.
53. Product returns and costs incurred because of customer rejections could harm our business, cash flows,
results of operations and financial condition.
In the event that we are not able to meet the strict quality standards imposed by our customers or any regulator,
which are applicable to us in our manufacturing processes, it could have an adverse effect on our business, cash
flows, financial condition, and results of operations. If any of the products sold by us fail to comply with applicable
quality standards, it may result in customer dissatisfaction, which may have an adverse effect on our business,
reputation, sales, results of operations and customer relationships. From time to time, due to human or operational
error, orders may not meet the specifications required by those customers and may therefore be rejected by
customers. Any ongoing issues with products not meeting required specifications could reduce our revenue and
negatively impact our reputation and financial performance.
There can be several reasons for rejection, such as low/high temperature of liquid metal, non-compliance with
alloy composition, ingot surface being improper, extra slag etc. Further, on certain occasions, the materials
supplied by us have been rejected due to power cuts and breakdowns at our customers’ facilities. However, there
have been no instances wherein our Company had to incur substantial expenditure to replace defective products,
provide refunds or resolve disputes with its customers through litigation, arbitration or other means.
While we undertake sample-based testing of our products, the possibility of future product failures could cause
our Company to incur substantial expense to replace defective products, provide refunds or resolve disputes with
our customers through litigation, arbitration or other means. There can be no assurance that we will be able to
recover any losses incurred as a result of the defects in the products sold by us. This may result in monetary losses
and have a material adverse effect on our business, cash flows, financial condition and results of operations.
54. If we fail to maintain an effective system of internal controls, we may not be able to successfully manage,
or accurately report, our financial risks.
Effective internal controls are necessary for us to prepare reliable financial reports and effectively avoid fraud.
Moreover, any internal controls that we may implement, or our level of compliance with such controls, may
deteriorate over time, due to evolving business conditions. If internal control weaknesses are identified, our actions
may not be sufficient to correct such internal control weakness. There can be no assurance that deficiencies in our
internal controls will not arise in the future, 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. Any inability on our part
to adequately detect, rectify or mitigate any such deficiencies in our internal controls may adversely impact our
ability to accurately report, or successfully manage, our financial risks, and to avoid fraud.
55. Our Promoter and Promoter Group will continue to retain majority shareholding in us after the Offer,
which will allow them to exercise significant influence over us.
After the completion of the Offer, our Promoter and Promoter Group will hold approximately [●]% of our
outstanding Equity Shares. Accordingly, our Promoter and Promoter Group will continue to exercise significant
influence over our business and all matters requiring shareholders’ approval, including the composition of our
Board of Directors, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially
all of our assets, and the policies for dividends, lending, investments and capital expenditures. This concentration
of ownership may also delay, defer or even prevent a change in control of our Company and may make some
transactions more difficult or impossible without the support of our Promoter and Promoter Group. Further, the
Takeover Regulations may limit the ability of a third party to acquire control. The interests of our Promoter, as
our Company’s controlling shareholder, could conflict with our Company’s interests, your interests or the interests
of our other shareholders. There is no assurance that our Promoter will act to resolve any conflicts of interest in
our Company’s or your favour.
56. Our operations require individuals to work under potentially dangerous circumstances. These activities
82can be extremely dangerous and any accident, including any spill-over of high temperature liquid metal
could cause serious injury to people or property and in certain circumstances, even death, during transit
and this may adversely affect our production schedules, costs, sales and ability to meet customer demand.
Our operations require individuals to work under potentially dangerous circumstances as a portion of our business
involves melting aluminium in the hot refining section, in addition to also requiring transportation of high
temperature liquid metal over the road to our customer. Any accident while handling such liquid metal may
seriously hurt or even kill employees or other persons, and cause damage to our properties and the properties of
others. Despite compliance with requisite safety requirements and standards, our operations are subject to
significant hazards, including (i) explosions; (ii) fires; (iii) mechanical failures and other operational problems;
(v) discharges or releases of hazardous substances, chemicals or gases; and (vi) other environmental risks.
Further, at our Refining Facility we have engaged third party service provider for installation of fire safety system
and have implemented safety plans and procedures. We have also installed scrubber blower for neutralizing
chemical fumes before discharging it into air. Although we employ safety procedures during the melting of
aluminium in the furnaces and during transportation of liquid aluminium and maintain what we believe to be
adequate insurance, there is a risk that any hazard including an accident during transit may result in personal injury
to our employees or other persons, destruction of property or equipment, environmental damage, manufacturing
or delivery delays, or may lead to suspension of our operations and/or imposition of civil or criminal liabilities.
57. Majority of our directors including our independent directors do not have any experience of being a
director in a listed company. This may require them to divert their attention from our business concerns
to understand the detailed operations of a listed company.
Currently, our Board comprises of 8 directors out of which 4 are independent directors. Majority of our Directors
have never been appointed as a director on the board of a listed company. While our Directors possess the required
qualifications and appropriate skills, experience and knowledge required to act as independent director of our
Company and are experienced in their respective fields, they may not have adequate experience in being a director
of a listed company. Accordingly, such directors will need to familiarise themselves with the regulatory
framework within which listed companies in India operate and to the extent that they are unfamiliar with such
framework their ability to discharge their functions as independent directors could be adversely affected. As a
listed company, we will be subject to increased scrutiny of our affairs by shareholders, regulators and the public
at large that is associated with being a listed company and will also be subject to increased corporate governance
requirements. Accordingly, the lack of experience of our directors of being directors of a listed company, may
require them to divert their attention from our business concerns to understand the detailed operations of a listed
company.
58. Any downgrading of our credit rating may increase interest rates for our future borrowings, which would
increase our cost of borrowings, and adversely affect our ability to borrow on a competitive basis.
Our current credit ratings have been assigned by CRISIL Ratings who have assigned CRISIL A+/Stable, on long
term facilities and to CRISIL A1 on short term facilities. We had received the following credit ratings in the last
3 years and the current year:
Sr. Name of the Instrument/Bank Rating history
No. Facilities Fiscal 2025 Fiscal 2024 Fiscal 2023
1. Long-term facilities CRISIL A+/Stable CRISIL A+/Stable CRISIL AA-
(Reaffirmed) (Downgraded from /Negative (Outlook
CRISIL AA- revised from 'Stable';
/Negative’) Rating Reaffirmed)
2. Short-term facilities CRISIL A1 CRISIL A1 CRISIL A1+
(Reaffirmed) (Downgraded from (Reaffirmed)
‘CRISIL A1+’)
Our credit rating may be downgraded in the future due to various factors, including factors which may be outside
our control. Any future downgrade of our credit ratings may increase interest rates for refinancing our borrowings,
which would increase our cost of borrowings, and may have an adverse effect on our future issuances of debt and
our ability to borrow on a competitive basis. Further, any downgrade in our credit ratings may also trigger an
event of default or acceleration of repayment of certain of our borrowings. If any of these risks materialise, it
could have a material adverse effect on our business, reputation, results of operations and financial condition.
8359. We might infringe upon the intellectual property rights of others or others might infringe upon our
intellectual property rights, which could harm our competitive position.
As of the date of this Draft Red Herring Prospectus, we have obtained registrations for two trademarks including
our corporate logo under the Trademarks Act, 1999. While we will have legal claims under common law against
any such unauthorized or inappropriate use of our brand, trademarks and domain names by others, our failure to
register or protect our intellectual property rights may undermine our brand and hinder the growth of our business.
We cannot determine with certainty as to whether we are infringing on any existing third-party intellectual
property rights, which may force us to alter our technologies, obtain licenses or cease some of our operations. We
may also be susceptible to claims from third parties asserting infringement and other related claims. If claims or
actions are asserted against us, we may be required to obtain a license, modify our existing technology or cease
the use of such technology and design a new non-infringing technology. Such licenses or design modifications
can be extremely costly. Furthermore, necessary licenses may not be available to us on satisfactory terms, if at all.
In addition, we may decide to settle a claim or action against us, which settlement could be costly. We may also
be liable for any past infringement. Any of the foregoing could adversely affect our business, cash flows, results
of operations and financial condition.
Our business operations rely significantly on proprietary patented technologies, which we believe provide us with
a competitive edge in the market. These technologies underpin our ability to deliver innovative products and
maintain our market position. However, our competitors may attempt to infringe upon or challenge the validity of
our intellectual property rights, which could lead to costly legal disputes or the potential loss of exclusivity over
our patented technologies. Such infringements or challenges could enable competitors to replicate or develop
similar technologies, eroding our competitive advantage. This may result in reduced market share, diminished
operational efficiency, and adverse impacts on our profitability. Furthermore, defending our intellectual property
rights may require significant financial and managerial resources, which could strain our operations and negatively
affect our financial performance.
60. We have entered into certain credit facilities that are repayable on demand. Any unexpected demand for
repayment of such facilities by the lenders may adversely affect our business, financial condition, cash
flows and result of operations.
As of June 30, 2025, our outstanding secured borrowings amounted to ₹7,686.51 million, and our current
unsecured borrowings amounted to ₹ 1,380.00 million, on a consolidated basis which are repayable on demand.
Further, our Company has obtained the prior consent from all of our lenders in connection with the Offer, as
required, and as on the date of this Draft Red Herring Prospectus, there are no lenders from whom, any such
consent is pending.
In past at three instances, we have delayed in payment of amount by one day each. Any failure to service such
indebtedness, comply with a requirement to obtain lender consent or otherwise perform such obligations under
such financing agreements (including unsecured borrowings) may lead to such borrowing being repayable on
demand or termination of one or more of our credit facilities or default or penalties and acceleration of amounts
due under such credit facilities, which may adversely affect our business, cash flows, financial condition, results
of operations and prospects.
61. Failure to manage our inventory could have an adverse effect on our business, results of operations,
profitability and margins, cash flows and financial condition.
Our business depends on our estimate of the demand for our products that we manufacture and supply to our
customers. While we maintain reasonable inventory, however, if we underestimate demand or have inadequate
capacity due to which we are unable to meet the demand for our products, we may manufacture fewer quantities
of products than required, which could result in the loss of business. While we forecast the demand and price for
our products and accordingly plan our production volumes, any error in our forecast could result in a reduction in
our profit margins and surplus stock, which may result in additional storage cost and such surplus stock may not
be sold in a timely manner, or at all. Further, if we overestimate demand, we may incur costs to build capacity or
purchase more raw materials and manufacture more products than required. Our inability to accurately forecast
demand for our products and manage our inventory may have an adverse effect on our business, results of
operations and financial condition.
62. We have entered into a number of related party transactions and may continue to enter into such
84transactions under Ind AS 24, in the future, and there can be no assurance that we could not have achieved
more favourable terms had such transactions not been entered into with related parties.
We have, in the past, entered into related party transactions with various parties including such as purchase of raw
materials and traded goods, sales of goods and loans given and received for Fiscal 2025, Fiscal 2024 and Fiscal
2023, in the ordinary course of our business. A summary details of our transactions with related parties (including
transactions with our Subsidiaries) are set out below:
Sale transactions
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Total amount transacted (₹ in million) 368.28 2,356.46 2,671.13
Total income(₹ in million) 66,966.63 59,684.44 58,898.95
% of total income 0.55% 3.95% 4.54%
Purchase transactions
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Total amount transacted (₹ in million) 13.32 220.13 222.02
Total Expenses (₹ in million) 64,866.69 58,383.85 57,517.01
% of total expenses 0.02% 0.38% 0.39%
For summary of related party transactions, see “Summary of the Offer Document- Summary of related party
transactions” and “Restated Consolidated Financial Information” on pages 38 and 338, respectively.
While we believe that our past related party transactions have been conducted on an arm’s length basis, there can
be no assurance that we could not have achieved more favourable terms if such transactions had not been entered
into with related parties. Furthermore, it is likely that we will continue to enter into related party transactions in
the future. There can be no assurance to you that such transactions in the future or any other future related party
transactions that we may enter into, individually or in the aggregate, will not have an adverse effect on our
business, cash flows, financial condition and results of operations. Further, such transactions in the future or any
future transactions with our related parties, either individually or in the aggregate, may potentially involve
conflicts of interest. Additionally, there can be no assurance that any dispute that may arise between us and related
parties will be resolved in our favour.
63. Information relating to the installed manufacturing capacity, actual production and capacity utilisation of
our manufacturing facilities in India included in this Draft Red Herring Prospectus are based on various
assumptions and estimates and future production and capacity may vary.
Information relating to the historical installed capacity, actual production and estimated capacity utilization of our
manufacturing facilities included in this Draft Red Herring Prospectus is based on various assumptions and
estimates of our management and independent chartered engineers, including assumptions relating to standard
capacity calculation practice of the recycling industries, period during which the manufacturing facility operates
in a year, expected operations, availability of raw materials, downtime resulting from scheduled maintenance
activities, unscheduled breakdowns, as well as expected operational efficiencies. For detailed information on our
capacity and capacity utilization, see “Our Business- Manufacturing - Capacity, Production and Capacity
Utilization” on page 265. Actual production volumes and capacity utilization rates may differ significantly from
the estimated production capacities and historical capacity utilization of our manufacturing facilities. Investors
should therefore not place undue reliance on our historical installed capacity information for our existing
manufacturing facilities included in this Draft Red Herring Prospectus.
In addition, we make significant decisions, including determining the levels of business that we will seek and
accept, production schedules, personnel requirements and other resource requirements, based on our estimates of
customer orders. The changes in demand for their products could reduce our ability to accurately estimate future
customer requirements, make it difficult to schedule production and limit our ability to maximize utilization of
our manufacturing capacity. The requirements of our customers are not restricted to one type of product and
therefore variations in demand for certain types of products also requires us to make certain changes in our
manufacturing processes thereby affecting our production schedules. We often increase staffing, increase capacity
85and incur other expenses to meet the anticipated demand of our customers, which could cause reductions in our
margins if an order gets delayed or cancelled or modified.
64. Certain non-GAAP financial measures and certain other statistical information relating to our operations
and financial performance like EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio, Net Asset
Value per Equity Share have been included in this Draft Red Herring Prospectus. These non-GAAP
financial measures are not measures of operating performance or liquidity defined by Ind AS and may not
be comparable.
Certain non-GAAP financial measures and certain other statistical information relating to our operations and
financial performance like EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio, Net Asset Value per
Share among others have been included in this Draft Red Herring Prospectus. These are supplemental measure of
our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP,
IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or
liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed
as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance
or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. We
compute and disclose such non-GAAP financial measures and such other statistical information relating to our
operations and financial performance as we consider such information to be useful measures of our business and
financial performance to an investor in evaluating us as they are widely used measures to evaluate a company’s
operating performance.
These non-GAAP financial measures and other statistical and other information relating to our operations and
financial performance are not standardised terms, hence a direct comparison of these Non-GAAP Measures
between companies may not be possible. These measures may not be computed on the basis of any standard
methodology that is applicable across the industry and therefore may not be comparable to financial measures and
statistical information of similar nomenclature that may be computed and presented by other companies and are
not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly
titled measures presented by other companies and has limited usefulness as a comparative measure.
65. CCIIPL, CMRC and KAPL which have been identified as a group company of the Company and CCIIPL
and CMRC which have been identified as a joint venture of the Company in terms of the SEBI ICDR
Regulations, have not provided information or any confirmations or undertakings pertaining to itself that
are required to be disclosed in relation to a company identified as a group company and/or joint venture
in this Draft Red Herring Prospectus.
We have entered into the following related party transaction with CMR-Chiho Recycling Technologies Private
Limited, CMR Chiho Industries India Private Limited and Kataria Automobiles Private Limited for the Fiscals
2025, 2024 and 2023.
(₹ in million)
Name of the Company Nature of Fiscal 2025 Fiscal 2024 Fiscal 2023
Transaction
CMR-Chiho Industries India Purchase of raw - - 1.40
Private Limited materials and traded
goods
CMR-Chiho Recycling Purchase of - - 2.77
Technology Private Limited property, plant and
equipment
CMR-Chiho Industries India Purchase of - - 8.38
Private Limited property, plant and
equipment
CMR-Chiho Industries India Purchase of store - - 5.61
Private Limited items
CMR-Chiho Recycling Loan taken - - 4.27
Technologies Private Limited
CMR-Chiho Recycling Loan repaid - - 1.15
Technologies Private Limited
CMR-Chiho Recycling Expenses made on - - 0.95
86Technologies Private Limited b e h a l f of related
Party
CMR Chiho Industries India Guarantee - - 350.00
Private Limited Withdrawn
Kataria Automobiles Private Purchase of raw - 1.51 -
Limited materials and traded
goods
Kataria Automobiles Private Rent Paid - 0.01 -
Limited
Chiho Environmental Global Holdings Limited (hereinafter referred to as “CEG”) is a company registered under
the laws of Hong Kong, having its registered office at 23/F, Infinitus Plaza, 199 Des Voeux Road Central at Hong
Kong. Pursuant to a Joint Venture Agreement (hereinafter referred as “JVA”) executed on November 14, 2018,
between CEG and our Company, a subsidiary company named CMR-Chiho Recycling Technologies Private
Limited (hereinafter referred as “CMRC”) was incorporated on February 01, 2019, for the purpose of electric
motor recycling. Pursuant to a Joint Venture Agreement (hereinafter referred as “JVA”) executed on November
25, 2019, between CEG and our Company, CCIIPL was incorporated on December 12, 2019, for the purpose of
electric motor recycling. In accordance with the JVA, the shareholding pattern in CMRC and CCIIPL was agreed
in the ratio of 50:50 between CMRG and CEG. Due to impact of Covid-19, all the Chinese nationals who were
the main technical personnel, had to return back to China, which significantly impacted the technology transfer
from CEG to the JV Companies. This disruption further deepened following the cessation of scrap motor sourcing
which was CEG’s sole responsibility. Without raw materials, the operations could not be carried. Due to these
reasons, CMRC and CCIIPL failed to achieve operational milestones as outlined in the business plan.
Accordingly, on June 29, 2022, pursuant to a Board Resolution passed by circulation, the Board of Directors of
both CMRC and CCIIPL approved that, in light of the discontinuation of business operations as of March 31,
2022, and during the period thereafter, the financial statements of CMRC and CCIIPL should be prepared on a
'non-going concern' basis. The directors on the Board of CCIIPL and CMRC nominated by our Company and
CEG had resigned. Further, our Company has a claim of USD 81 million on CEG towards matters related to
operational disputes and CEG claim of approx. USD 1.3 million on the CMRC and CCIIPL for the material
supplied to our Company. These issues collectively resulted in the cessation of CMRC and CCIIPL’s business
operations. CMRC and CCIIPL, being joint venture companies of our Company, are considered related parties of
our Company. Accordingly, they were classified as related parties in the financial year 2022–23. As a result, the
financial statements of these companies have not been adopted since 2023. In light of the above all the director of
CCIIPL and CCRTPL have resigned from the respective board and as of date there is directors on their respective
board and hence no certificate or information were provided/ issued by them.
Pursuant to a Joint Venture Agreement executed on July 16, 2020, between KIPPL and our Company, a subsidiary
company named CMR-Kataria Recycling Private Limited (hereinafter referred as “CMRK”) was incorporated on
August 6, 2020 for the purpose of end of life vehicle recycling. In accordance with the JVA, the shareholding
pattern in CMRK was agreed in the ratio of 51:49 between our Company and KIPPL. Subsequently, our Company
on July 1, 2024, decided to sell 33,28,793 equity shares (49%) out of its shareholding of 34,64,662 equity shares
(51%) stake in CMRK to a third party. Consequently, the JVA dated July 16, 2020, between our Company and
KIPPL stood terminated with effect from July 1, 2024. CMRK was a subsidiary and JV Company of our Company
from August 6, 2020, to June 30, 2024. During this period, various related party transactions were undertaken
between our Company, KIPPL, KAPL and CMRK, as a result of which these companies were classified as related
parties of our Companies in the financial years 2022–23, 2023–24, and 2024–25 (up to June 30, 2024).
In light of the proposed Offer, our Company had written to KAPL on August 2, 2025 on the requirement under
the SEBI ICDR Regulations relating to group companies such as certain audited financial information, common
pursuits and pending litigation involving the group companies which may have a material impact on the Company,
among others (“Group Company Disclosures”) and sought the requisite information and confirmations for
purposes of making relevant disclosures in the Offer Documents. However, KAPL has refused to grant us consent.
Thereafter, our Company has sought an exemption under Regulation 300(1)(c) of SEBI ICDR Regulations from
SEBI from strict compliance with the disclosure requirements concerning CCIIPL, CMRC and KAPL in the Offer
Documents in its capacity as a group company and joint venture, as applicable of our Company based on
confirmations and undertakings that would typically be provided by a group company and joint ventures. In view
of non-receipt of the relevant confirmations and undertakings by CCIIPL, CMRC and KAPL, in order to comply
with the disclosure requirements specified under the SEBI ICDR Regulations, our Company has disclosed such
details pertaining to CCIIPL, CMRC and KAPL in the section titled “Our Group Companies” and “Our
87Subsidiaries and Joint Venture” on pages 332 and 294 of this Draft Red Herring Prospectus, only to the extent
such information is publicly available from the websites of certain government authorities and other public
databases. There can be no assurance that all relevant and/or complete disclosures pertaining to CCIIPL, CMRC
and KAPL are included in this Draft Red Herring Prospectus or that such information are accurate.
66. Our Company has not paid dividends in the last 3 Fiscals and during the current Fiscal. There can be no
assurance that our Company will be in a position to pay dividends in the future.
Our Company has not paid dividends during the last 3 Fiscals and the current Fiscal. However our Company’s
ability to pay dividends in the future will depend upon a variety of internal and external parameters, including (i)
profits earned during the financial year; (ii) retained earnings; (iii) earnings outlook; (iv) present and future capital
expenditure plans / working capital requirements of the our Company; (v) past dividend trends; (v) any other
relevant factors and material events as may be deemed fit by our Board; (vi) dividend pay-out ratios of companies
in the same industry; (ii) macro-economic environment – significant changes in macro-economic environment
materially affecting the businesses in which our Company is engaged in the geographies in which our Company
operates; (vii) capital markets – dividend pay-out may depend upon the capital market environment and cost of
capital to raise fresh funds through alternate resources. In addition, our ability to pay dividends may be impacted
by a number of other factors, including any tax and regulatory changes in the jurisdiction in which our Company
operates which significantly affects the business, taxation and other regulatory changes and restrictive covenants
under our future loan or financing documents or arrangements, our Company may enter into financing
arrangements to fund requirements for our business activities from time to time, applicable Indian legal
restrictions, our Articles of Association, and other factors considered relevant by the Board of Directors of our
Company. For further details, see the ‘Dividend Policy’ at page 337.
67. The proceeds from the Offer for Sale will be paid to the Selling Shareholders, including our Promoters.
This Offer is being undertaken as an Offer for Sale of Equity Shares by the Selling Shareholders. The Selling
Shareholders shall be entitled to the net proceeds from the Offer for Sale, which comprise the proceeds from the
Offer for Sale net of Offer expenses shared by the Selling Shareholders in accordance with the Offer Agreement,
and our Company will not receive any proceeds from the Offer for Sale. For further details, see “The Offer” and
“Capital Structure” and “Objects of the Offer” on pages 95, 114 and 130, respectively.
EXTERNAL RISK FACTORS
68. Political, economic or other factors that are beyond our control may have an adverse effect on our
business, cash flows and results of operations.
The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects
on the market price of securities of companies located in other countries, including India. Negative economic
developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging market
countries may also affect investor confidence and cause increased volatility in Indian securities markets and
indirectly affect the Indian economy in general. Further, the geopolitical tensions between nations including
arising out of the ongoing Russia-Ukraine war may also have a negative impact on Southeast Asian countries, and
the Indian economy. Any of these factors could depress economic activity and restrict our access to capital, which
could have an adverse effect on our business, financial condition and results of operations and reduce the price of
our Equity Shares. Any financial disruption could have an adverse effect on our business, future financial
performance, shareholders’ equity and the price of our Equity Shares.
We are dependent on domestic, regional and global economic and market conditions. Our performance, growth
and market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in
which we operate. There have been periods of slowdown in the economic growth of India. Demand for our
products may be adversely affected by an economic downturn in domestic, regional and global economies.
Economic growth in the countries in which we operate is affected by various factors including domestic
consumption and savings, balance of trade movements, namely export demand and movements in key imports
(oil and oil products), global economic uncertainty and liquidity crisis, volatility in exchange currency rates, and
annual rainfall which affects agricultural production. Consequently, any future slowdown in the Indian economy
could harm our business, cash flows, results of operations and financial condition. Also, a change in the
government or a change in the economic and deregulation policies could adversely affect economic conditions
prevalent in the areas in which we operate in general and our business in particular and high rates of inflation in
88India could increase our costs without proportionately increasing our revenues, and as such decrease our operating
margins.
69. Adverse geopolitical conditions such as an increased tension between India and its neighbouring
countries, Russia-Ukraine conflict, tariff hike from USA and European countries could adversely affect
our business, results of operations and financial condition.
Adverse geopolitical conditions such as increased tensions between India and its neighbouring countries, resulting
in any military conflict in the region could adversely affect our business and operations. Such events may lead to
countries including the Government of India imposing restrictions on the import or export of our products, among
others. We could also be affected by the introduction of or increase in the levy of import tariffs in India, or in the
countries in which we service our customers, or changes in trade agreements between countries. For instance, the
Government of India has imposed additional tariffs in the nature of countervailing duty and anti-dumping duty on
a number of items imported from China. Also, USA has imposed “reciprocal” tariffs of 25% on imports from
India with effect from August 1, 2025. Any such measure which affects our supply of our offering or reciprocal
duties imposed on India by China, USA or other countries may adversely affect our results of operations and
financial condition. Further, prolonged Russia-Ukraine conflict that is currently impacting, inter alia, global trade,
prices of oil and gas and could have an inflationary impact on the Indian economy.
70. A downgrade in ratings of India, may affect the trading price of the Equity Shares.
Our Company’s borrowing costs and our Company’s access to the debt capital markets depend significantly on
the credit ratings of India. India’s sovereign rating by disparate global rating agencies varies over time and any
adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
adversely impact our Company’s ability to raise additional financing and the interest rates and other commercial
terms at which such financing is available, including raising any overseas additional financing. A downgrading
of India’s credit ratings may occur, for example, upon a change of government tax or fiscal policy, which are
beyond our control. This could have an adverse effect on our Company’s ability to fund our Company’s growth
on favourable terms or at all, and consequently adversely affect our Company’s business and financial
performance and the price of our Equity Shares.
71. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
in an Indian company are generally taxable in India. The Income Tax Act levies taxes on such long-term capital
gains exceeding ₹ 0.125 million arising from sale of equity shares on or after April 1, 2018, while continuing to
exempt the unrealized capital gains earned up to January 31, 2018, on such equity shares subject to specific
conditions. Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to
payment of a securities transaction tax (STT), on the sale of any Equity Shares held for more than 12 months. STT
will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Any gain
realized on the sale of Equity Shares held for more than 12 months, which are sold other than on a recognized
stock exchange and on which no STT has been paid, will be subject to long term capital gains tax in India. Further,
any gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject to short
term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempted 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.
72. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could
adversely affect the financial markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires,
explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could
adversely affect our results of operations, cash flows or financial condition.
Terrorist attacks and other acts of violence or war may adversely affect the Indian securities markets. In addition,
any deterioration in international relations, especially between India and its neighbouring countries, may result in
investor concern regarding regional stability which could adversely affect the price of the Equity Shares. In
89addition, India has witnessed local civil disturbances in recent years and it is possible that future civil unrest as
well as other adverse social, economic or political events in India could have an adverse effect on our business.
Such incidents could also create a greater perception that investment in Indian companies involves a higher degree
of risk and could have an adverse effect on our business and the market price of the Equity Shares.
73. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate
and tax laws, may adversely affect our business, cash flows, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. The governmental
and regulatory bodies in the jurisdictions where we operate may notify new regulations and/or policies, which
may require us to obtain approvals and licenses from the government and other regulatory bodies, or impose
onerous requirements and conditions on our operations, in addition to those which we are undertaking currently.
In particular, the Government may impose quality standards on the metal scrap that we import, or place certain
restrictions in this regard, which may have a significant impact on our cost of raw materials and results of
operations. Such changes may adversely affect our business, cash flows, results of operations and prospects, to
the extent that we are unable to suitably respond to and comply with any such changes in applicable law and
policy.
In addition, unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and
regulations including foreign investment laws governing our business, operations and group structure could result
in us being deemed to be in contravention of such laws or may require us to apply for additional approvals.
Tax and other levies imposed by the central and state governments in India that affect our tax liability include
central and state taxes and other levies, income tax, turnover tax, goods and services tax, stamp duty and other
special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. The final
determination of our tax liabilities involves the interpretation of local tax laws and related regulations in each
jurisdiction as well as the significant use of estimates and assumptions regarding the scope of future operations
and results achieved and the timing and nature of income earned and expenditures incurred. We are involved in
various disputes with tax authorities. For details of these disputes, see “Outstanding Litigation and Other Material
Developments” on page 485. Moreover, the central and state tax scheme in India is extensive and subject to change
from time to time.
We may incur increased costs and other burdens relating to compliance with such new requirements, which may
also require significant management time and other resources, and any failure to comply may adversely affect our
business, cash flows, results of operations and prospects. Uncertainty in the applicability, interpretation or
implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of
an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for
us to resolve and may affect the viability of our current business or restrict our ability to grow our business in the
future.
74. Financial instability in other countries may cause increased volatility in Indian financial markets
The Indian economy is influenced by economic and market conditions in other countries, including, but not limited
to, the conditions in the United States, Europe and certain economies in Asia. Financial turmoil in Asia and
elsewhere in the world in recent years has affected the Indian economy. Any worldwide financial instability may
cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian
economy and financial sector and its business.
These could include further falls in stock exchange indices and/or greater volatility of markets in general due to
the increased uncertainty. These and other related events could have a significant impact on the global credit and
financial markets as a whole, and could result in reduced liquidity, greater volatility, widening of credit spreads
and a lack of price transparency in the global credit and financial markets. There are also concerns that a tightening
of monetary policy in emerging markets and some developed markets will lead to a moderation in global growth.
In particular, there are rising concerns of a possible slowdown in the Chinese economy, and China is one of India’s
major trading partners. Such factors might also result in a slowdown in India’s export growth momentum.
In response to such developments, legislators and financial regulators in the United States and other jurisdictions,
including India, have implemented a number of policy measures designed to add stability to the financial markets.
However, the overall long-term impact of these and other legislative and regulatory efforts on the global financial
markets is uncertain, and they may not have had the intended stabilizing effects. Any significant financial
90disruption in the future could have an adverse effect on our cost of funding, loan portfolio, business, future
financial performance and the trading price of the Equity Shares.
75. If inflation were to rise in India, we might not be able to increase the prices of our services in order to
pass costs on to our customers and our profits might decline.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. Increasing
inflation in India could cause a rise in the price of transportation, wages, raw materials and other expenses, and
we may be unable to reduce our costs or fully pass the increased costs on to our customer by increasing the price
that we charge for our products, and our business, prospects, cash flows, financial condition and results of
operations may therefore be adversely affected.
76. The determination of the Price Band and Offer Price is based on various factors and assumptions and the
Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the
Offer. Further, the current market price of some securities listed pursuant to certain previous issues
managed by the BRLMs is below the respective issue price.
The determination of the Price Band is based on various factors and assumptions and will be determined by our
Company in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be determined
by our Company in consultation with the BRLMs through the Book Building Process. These will be based on
numerous factors, including factors as described under ‘Basis for the Offer Price’ on page 133 and may not be
indicative of the market price for the Equity Shares after the Offer. In addition to the above, the current market
price of securities listed pursuant to certain previous initial public offerings managed by the BRLMs is below their
respective issue price. For further details, see ‘Other Regulatory and Statutory Disclosures - Price information of
past issues handled by the BRLMs’ on page 506. The factors that could affect the market price of the Equity Shares
include, among others, broad market trends, our financial performance and results post-listing, and other factors
beyond our control. We cannot assure you that an active market will develop, or sustained trading will take place
in the Equity Shares or provide any assurance regarding the price at which the Equity Shares will be traded after
listing.
77. Investors in the Equity Shares may not be able to enforce a judgment of a foreign court against us.
We are a limited liability public company incorporated under the laws of India. Majority of our directors and key
managerial personnel named in this Draft Red Herring Prospectus are residents of India. Further, our assets are
primarily located in India. As a result, it may be difficult for investors to effect service of process upon us or such
persons, or to enforce judgments obtained against us or such persons in jurisdictions outside India.
The recognition and enforcement of foreign judgments in India is governed by Sections 13 and 44A of the Code
of Civil Procedure, which provide that a suit must be brought in India within three years from the date of the
judgment sought to be enforced. Section 44A of the Civil Code provides that where a foreign judgment has been
rendered by a superior court, within the meaning of that Section, in any country or territory outside India which
the Government has by notification declared to be in a ‘reciprocating territory’, it may be enforced in India by
proceedings in execution as if the judgment had been rendered by the relevant court in India. However, Section
44A of the Civil Code is applicable only to monetary decrees not being in the same nature of amounts payable in
respect of taxes, other charges of a like nature or in respect of a fine or other penalty. The United Kingdom,
Singapore and Hong Kong, among other countries, have been declared by the Government to be a ‘reciprocating
territory’ for the purposes of Section 44A of the Civil Procedure Code.
A judgment of a court of a country which is not a reciprocating territory may be enforced in India only by a suit
upon the judgment under Section 13 of the Civil Procedure Code, and not by proceedings in execution. Section
13 of the Civil Code provides that foreign judgments shall be conclusive regarding any matter directly adjudicated
upon except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the
judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that
the judgment is founded on an incorrect view of international law or refusal to recognize the law of India in cases
to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to
natural justice; (v) where the judgment has been obtained by fraud; or (vi) where the judgment sustains a claim
founded on a breach of any law then in force in India. Under the Civil Procedure Code, a court in India shall, upon
the production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment
was pronounced by a court of competent jurisdiction, unless the contrary appears on record.
91It is unlikely that a court in India would award damages on the same basis as a foreign court if an action were to
be brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court
was of the view that the amount of damages awarded was excessive or inconsistent with Indian practice. A party
seeking to enforce a foreign judgment in India is required to obtain prior approval from the RBI under the FEMA
to repatriate any such amount recovered and any such amount may be subject to income tax in accordance with
applicable laws. Any judgment or award in a foreign currency would be converted into Indian Rupees on the date
of the judgment or award and not on the date of the payment.
78. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the BSE and the NSE. 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 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
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.
79. Government regulation of foreign ownership of Indian securities may have an adverse effect on the price
of the Equity Shares.
Foreign ownership of Indian securities is subject to GoI regulation. In accordance with foreign exchange
regulations currently in effect in India, under certain circumstances the RBI must approve the sale of the Equity
Shares from a non-resident of India to a resident of India or vice-versa if the sale does not meet certain
requirements specified by the RBI. Additionally, any person who seeks to convert the Rupee proceeds from any
such sale into foreign currency and repatriate that foreign currency from India is required to obtain a no-objection
or a tax clearance certificate from the Indian income tax authorities. As provided in the foreign exchange controls
currently in effect in India, the RBI has provided that the price at which the Equity Shares are transferred be
calculated in accordance with internationally accepted pricing methodology for the valuation of shares at an arm’s
length basis, and a higher (or lower, as applicable) price per share may not be permitted. We cannot assure you
that any required approval from the RBI or any other government agency can be obtained on terms favorable to a
non-resident investor in a timely manner or at all. Because of possible delays in obtaining requisite approvals,
investors in the Equity Shares may be prevented from realizing gains during periods of price increase or limiting
losses during periods of price decline.
Additionally, in terms of Press Note 3 of 2020, dated April 17, 2020, issued by the Department for Promotion of
Industry and Internal Trade (“DPIIT”) read with the Consolidated FDI Policy, the foreign direct investment policy
has been recently amended to state that all investments under the foreign direct investment route by entities of a
country which shares land border with India or where the beneficial owner of an investment into India is situated
in or is a citizen of any such country will require prior approval of the GoI. Further, in the event of a transfer of
ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting
in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the
beneficial ownership will also require approval of the GoI. Furthermore, on April 22, 2020, the Ministry of
Finance, GoI has also made a similar amendment to the FEMA Rules. While the term “beneficial owner” is
defined under the Prevention of Money-Laundering (Maintenance of Records) Rules, 2005 and the General
Financial Rules, 2017, neither the foreign direct investment policy nor the FEMA Rules provide a definition of
the term “beneficial owner”. The interpretation of “beneficial owner” and enforcement of this regulatory change
involves certain uncertainties, which may have an adverse effect on our ability to raise foreign capital. Further,
there is uncertainty regarding the timeline within which the said approval from the GoI may be obtained, if at all.
80. The Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop.
Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares
at or above the Offer Price, or at all.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the
92Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a
market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The
Offer Price of the Equity Shares is proposed to be determined through a book-building process and may not be
indicative of the market price of the Equity Shares at the time of commencement of trading of the Equity Shares
or at any time thereafter. The market price of the Equity Shares may be subject to significant fluctuations in
response to, among other factors, variations in our operating results of our Company, market conditions specific
to the industry we operate in, developments relating to India, volatility in the Stock Exchanges, securities markets
in other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings
estimates by research publications, and changes in economic, legal and other regulatory factors.
81. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including
in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of
other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an
Indian company than as shareholder of a corporation in another jurisdiction.
82. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby suffer future dilution of their ownership position.
Under the Companies Act, a company incorporated in India must offer its equity shareholders pre-emptive rights
to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages
prior to issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a
special resolution by holders of three-fourths of the equity shares voting on such resolution. However, if the law
of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without our filing an
offering document or registration statement with the applicable authority in such jurisdiction, you will be unable
to exercise such pre-emptive rights, unless we make such a filing. If we elect not to file a registration statement,
the new securities may be issued to a custodian, who may sell the securities for your benefit. The value such
custodian receives on the sale of any such securities and the related transaction costs cannot be predicted. To the
extent that you are unable to exercise pre-emptive rights granted in respect of the Equity Shares, your proportional
interests in our Company may be reduced.
83. The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after
the Offer.
The Offer Price of the Equity Shares will be determined by our Company and the Investor Selling Shareholder in
consultation with the BRLMs through the Book Building Process. This price will be based on numerous factors,
as described under “Basis for the Offer Price” on page 133 and may not be indicative of the market price for the
Equity Shares after the Offer. The market price of the Equity Shares could be subject to significant fluctuations
after the Offer, and may decline below the Offer Price. We cannot assure you that the investor will be able to
resell their Equity Shares at or above the Offer Price.
84. Future sales of Equity Shares by our Promoters and significant shareholders may adversely affect the
market price of the Equity Shares.
After the completion of the Offer, our Promoters and significant shareholders will own, directly and indirectly,
majority of our outstanding Equity Shares. Sales of a large number of the Equity Shares by our Promoters and/or
significant shareholders could adversely affect the market price of the Equity Shares. Similarly, the perception
that any such primary or secondary sale may occur could adversely affect the market price of the Equity Shares.
Except as disclosed in “Capital Structure” on page 114 no assurance may be given that our significant
shareholders will not dispose of, pledge or encumber their Equity Shares in the future.
85. Our Company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure
(ASM) and Graded Surveillance Measures (GSM) by the Stock Exchanges in order to enhance market
integrity and safeguard the interest of investors, once the Equity Shares of our Company are listed.
The Equity Shares of our Company may be subject to general market conditions which may include significant
price and volume fluctuations, once the Equity Shares of our Company are listed. The price of the Equity Shares
may fluctuate after the Offer due to several factors such as volatility in the Indian and global securities market,
93our performance and profitability, or any other political or economic factor. The occurrence of these factors may
lead to the surveillance measures stipulated by SEBI and the Stock Exchanges for placing securities under the
GSM or ASM framework being triggered in relation to the Equity Shares. If the Equity Shares are covered under
such surveillance measures implemented by SEBI and the Stock Exchanges, we may be subject to certain
additional restrictions in relation to trading of the 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 the Equity Shares or may in general cause disruptions in the development
of an active trading market for the Equity Shares.
86. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Retail Individual Investors can revise their Bids during the Bid/Offer Period and withdraw their Bids until
Bid/Offer Closing Date. While our Company is required to complete Allotment pursuant to the Offer within 3
Working Days from the Bid/Offer 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 or financial condition may arise between the date of
submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if
such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the
Offer or cause the trading price of the Equity Shares to decline on listing.
94SECTION III – INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Up to 42,890,735 Equity Shares of face value of ₹2 each,
The Offer (1) (2)
aggregating up to ₹ [●] million
The Offer comprises of:
Offer for Sale (2) Up to 42,890,735 Equity Shares of face value of ₹2 each,
aggregating up to ₹ [●] million
The Offer consists of:
A. QIB Portion(3)(6) Not more than [●] Equity Shares of face value of ₹2 each,
aggregating to ₹ [●] million
of which:
(i) Anchor Investor Portion(4) Up to [●] Equity Shares of face value of ₹2 each
(ii) Net QIB Portion available for Up to [●] Equity Shares of face value of ₹2 each
allocation to QIBs other than Anchor
Investors (assuming Anchor Investor
Portion is fully subscribed)
of which:
(a) Available for allocation to Mutual Up to [●] Equity Shares of face value of ₹2 each
Funds only (5% of the Net QIB
Portion)
(b) Balance of the Net QIB Portion for all Up to [●] Equity Shares of face value of ₹2 each
QIBs including Mutual Funds
B. Non-Institutional Portion(5)(6) Not less than [●] Equity Shares of face value of ₹2 each,
aggregating to ₹ [●] million
of which:
One-third of the Non-Institutional Portion Up to [●] Equity Shares of face value of ₹2 each
available for allocation to Bidders with an
application size of more than ₹200,000 up
to ₹1,000,000
Two-thirds of the Non-Institutional Portion Up to [●] Equity Shares of face value of ₹2 each
available for allocation to Bidders with an
application size of more than ₹1,000,000
C. Retail Portion Not less than [●] Equity Shares of face value of ₹2 each,
aggregating up to ₹[●] million
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the 219,055,489 Equity Shares of face value of ₹2 each
Offer (as on the date of this Draft Red
Herring Prospectus)
Equity Shares outstanding post the Offer* [●] Equity Shares of face value of ₹2 each
See “Objects of the Offer” on page 130 Our Company will not
Use of Net Proceeds
receive any proceeds from the Offer for Sale.
*To be updated at Prospectus stage
Notes:
(1) The Offer has been authorised by our Board pursuant to the resolution dated August 27, 2025.
(2) Our Board has taken on record the consent of the Selling Shareholders to severally and not jointly participate in the Offer
for Sale pursuant to its resolution dated August 27, 2025. The Selling Shareholders have, severally and not jointly,
specifically authorised its respective participation in the Offer for Sale to the extent of its respective portion of the Offered
Shares as set out below:
Name of the Selling Aggregate proceeds Number of Equity Date of consent Date of corporate
Shareholders from the Offer for Shares offered in the letter approval
Sale (₹ in million)* Offer for Sale (up to)
Promoter Selling Shareholder
Mohan Agarwal [●] 11,265,125 August 27, 2025 Not applicable
Promoter Group Selling Shareholders
95Name of the Selling Aggregate proceeds Number of Equity Date of consent Date of corporate
Shareholders from the Offer for Shares offered in the letter approval
Sale (₹ in million)* Offer for Sale (up to)
Gauri Shankar [●] 6,466,620 August 27, 2025 Not applicable
Agarwala (HUF)
(through its karta)
Mohan Agarwal (HUF) [●] 1,980,540 August 27, 2025 Not applicable
(through its karta)
Investor Selling Shareholders
Global Scrap Processors [●] 23,178,450 August 27, 2025 August 27, 2025
Limited
* To be updated at Prospectus stage.
Each Selling Shareholder confirms that the Equity Shares being offered by them are eligible for being offered for sale
pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For details, see “Other Regulatory and
Statutory Disclosures – Authority for the Offer” on page 498.
(3) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except the
QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders,
as applicable, at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange,
subject to applicable law. In case of under-subscription in the Offer, the Equity Shares will be Allotted in the manner
specified in “Terms of the Offer–Minimum Subscription” on page 519.
(4) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the
Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion will be reserved for domestic
Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price. In case of under-subscription or non-Allotment in the Anchor Investor Portion, the remaining Equity
Shares will be added back to the Net QIB Portion. See “Offer Procedure” on page 525. Further, 5% of the Net QIB
Portion (excluding the Anchor Investor 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
Offer Price. However, if 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. See “Offer Procedure”
beginning on page 525.
(5) Not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders. The Equity Shares available
for allocation to 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 ₹200,000
and up to ₹1,000,000; and (ii) two-thirds of the portion available to Non-Institutional Bidders shall be reserved for
applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of the
aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders.
The allocation to each Non-Institutional Bidder shall not be less than the applicable minimum application size, subject
to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI
ICDR Regulations.
(6) Allocation to Bidders in all categories, except the Retail Portion, Non-Institutional Portion and the Anchor Investor
Portion, if any, shall be made on a proportionate basis, subject to valid Bids being received at or above the Offer Price,
as applicable. The Allocation to each Non-Institutional Bidder and Retail Individual Bidder shall not be less than the
minimum Bid Lot, subject to availability of Equity Shares in the Non-Institutional Portion and Retail Portion, and the
remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors
shall be on a discretionary basis, in accordance with the SEBI ICDR Regulations.
For details, including in relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer
Procedure” on pages 521 and 525 respectively. For details of the terms of the Offer, see “Terms of the Offer”
on page 514.
96SUMMARY FINANCIAL INFORMATION
Restated Consolidated Summary Balance Sheet
Set forth below is a summary of our restated consolidated balance sheet, as at March 31, 2025, March 31, 2024
and March 31, 2023, based on the Restated Consolidated Financial Information:
(₹ in million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Assets
Non-current assets
Property, plant and equipment 6,018.90 5,488.36 4,261.14
Capital work in progress 1,498.27 260.07 428.04
Investment property - - 2.77
Goodwill - - 12,396.27
Other intangible assets 24.75 17.67 2.68
Intangible assets under development - - 7.16
Right-of-use assets 647.05 625.65 464.73
Investments in Joint ventures & 309.52 358.63 363.75
Associates
Financial assets
i. Investments 9.56 7.66 0.06
ii. Loans 4.37 2.00 0.83
iii. Other financial assets 77.52 85.70 66.61
Deferred tax assets (net) 24.23 0.26 5.59
Non-current tax assets (net) 215.93 251.04 185.42
Other non-current assets 611.10 627.81 560.73
9,441.20 7,724.85 18,745.78
Current assets
Inventories 8,272.19 6,198.37 6,169.77
Financial assets
i. Trade receivables 7,875.69 6,271.97 5,535.55
ii. Cash and cash equivalent 17.68 30.02 319.46
iii. Bank balances other than (ii) 61.96 41.03 51.21
above
iv. Loans 6.40 5.93 4.42
v. Other financial assets 664.35 278.35 830.41
Current tax asset (net) 10.19 3.68 56.30
Other current assets 1,803.82 1,389.05 1,802.16
18,712.28 14,218.40 14,769.28
Assets held for sale 5.13 0.83 1.55
Total Assets 28,158.61 21,944.08 33,516.61
Equity and liabilities
Equity
Equity Share capital 438.11 438.11 442.54
Other equity 13,288.38 11,879.92 20,647.60
Equity attributable to equity holders 13,726.49 12,318.03 21,090.14
of parent
Non - Controlling Interest 1,486.41 1,345.97 1,288.03
Total Equity 15,212.90 13,664.00 22,378.17
Liabilities
Non-current liabilities
Financial liabilities
i Borrowings 2,142.55 1,366.16 500.89
ii. Lease liabilities 254.51 289.57 129.58
iii. Other financial liabilities 6.35 2.55 2.62
Deferred tax liabilities (net) 194.95 218.45 3,298.24
Provisions 117.95 69.41 52.48
2,716.31 1,946.14 3,983.81
97(₹ in million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Current liabilities
Financial liabilities
i. Borrowings 6,797.78 3,620.36 3,180.97
ii. Lease liabilities 55.26 76.24 60.00
iii.Trade payables
-Total outstanding dues of micro 43..37 37.15 74.58
enterprises and small enterprises
Total outstanding dues of creditors other 2,269.38 1,741.61 3,073.26
than micro enterprises and small
enterprises
iv. Other financial liabilities 508.80 387.38 307.58
Current tax liabilities (net) 127.17 116.59 51.50
Provisions 33.39 59.55 59.41
O ther liabilities 394.25 295.06 347.33
10,229.40 6,333.94 7,154.63
Total liabilities 12,945.71 8,280.08 11,138.44
Total Equity and liabilities 28,158.61 21,944.08 33,516.61
98Restated Consolidated Summary Statement of Profit and Loss
Set forth below is a summary of our restated consolidated statement of profit and loss for and the Fiscals ended
March 31, 2025, March 31, 2024 and March 31, 2023, based on the Restated Consolidated Financial Information:
(₹ in million except per share data and unless otherwise specified)
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 66,664.85 59,524.42 58,685.07
Other income 301.78 160.02 213.88
Total income 66,966.63 59,684.44 58,898.95
Expenses
Cost of raw materials consumed 59,233.39 53,044.28 51,864.67
Purchase of traded goods 7.05 1.20 -
Changes in inventories of finished and traded (415.41) 63.11 558.71
goods
Employee benefits expenses 1,453.42 1,291.30 1,214.06
Finance costs 612.08 537.61 434.25
Depreciation and amortization expense 626.93 495.86 467.83
Other expenses 3,349.23 2,950.49 2,977.49
Total expenses 64,866.69 58,383.85 57,517.01
Profit before tax and share in profit of 2,099.94 1,300.59 1,381.94
Associates and Joint ventures
Share in profit of Joint Ventures and Associates (49.33) (5.24) (3.17)
(net of tax)
Profit before exceptional item and tax 2050.61 1,295.35 1,378.77
Exceptional Item - 12,396.27 -
Profit before tax 2,050.61 (11,100.92) 1,378.77
Tax expense:
- Current tax 545.30 371.75 346.51
- Income Tax for earlier years (net) 2.08 (11.54) (35.02)
- Deferred tax (credit) / charge (52.03) (61.86) 6.85
- Deferred tax adjustment for earlier years (net) 4.88 12.77 15.36
- Deferred tax on exceptional item - (3,026.47) -
Total tax expenses 500.23 (2,715.35) 333.70
1,045.07
Profit before exceptional deferred tax charge 1,550.38 (8,385.57) 1,045.07
on goodwill
Profit for the year 1,550.38 (8,385.57) 1,045.07
Other comprehensive income
Items that will not be reclassified to profit or
loss
Changes in fair value of investments which are
classified at fair value through OCI
Re-measurement gain on defined benefit plan (1.89) 4.42 3.91
Income tax relating to items that will not be 0.41 (1.10) (0.98)
reclassified to profit or loss
Share of associates (net of tax)
Share of joint ventures (net of tax)
Other comprehensive (loss) / income (1.48) 3.32 2.93
Total comprehensive income for the year 1,548.90 (8,382.25) 1,048.00
Profit for the year attributable to:
Equity holders of the parent 1,424.60 (8,443.27) 976.60
Non-controlling interest 125.78 57.70 68.47
Other Comprehensive Income for the year
99(₹ in million except per share data and unless otherwise specified)
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
attributable to:
Equity holders of the parent (1.64) 3.08 2.90
Non-controlling interest 0.16 0.24 0.03
Total Comprehensive Income for the year
attributable to:
Equity holders of the parent 1,422.96 (8,440.19) 979.50
Non-controlling interest 125.94 57.94 68.50
Earnings per equity share (nominal value per 6.50 (38.32) 4.41
share of Rs. 2 each) (Basic and Diluted):
100Restated Consolidated Summary Statement of Cash Flows
Set forth below is a summary of our restated consolidated statement of cash flows for the Fiscals ended March
31, 2025, March 31, 2024 and March 31, 2023, based on the Restated Consolidated Financial Information:
(₹ in million except per share data and unless otherwise specified)
For the year For the year For the year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Cash Flow from Operating Activities
Profit before tax 2,050.61 (11,100.92) 1,378.77
Adjustments for:
Depreciation and amortization expense 626.93 495.86 467.83
Loss on disposal of property, plant & equipment, intangible assets 18.02 14.60 1.23
and devaluation of assets held for sale (net)
Impairment allowance for trade Receivables- Credit impaired 2.36 - -
Profit on sale of investment property - (2.11) -
Impairment of goodwill - 12,396.27 -
Lease modifications (7.20) (1.52) (1.81)
(Income) on account of financial guarantee (3.35) - (0.60)
(Income) on account of reversal of excess provision of custom and - (1.05) (49.50)
stamp duty
IPO expenses written off (included in respective heads of other - - 44.41
expenses)
Interest (income) (45.01) (81.44) (23.58)
Interest expense 588.75 519.43 392.65
Sundry balances written (back)/off - (0.10) 0.31
Share in losses of Joint ventures (net of tax) 49.33 5.24 3.17
Forward premium on unrealised commodity contracts - 1.71 (59.45)
Mark to market loss on currency future contracts (net) - 0.35 1.38
Mark to market loss/(gain) on derivatives contracts (28.97) 15.16 (0.28)
Operating Profit before adjustments 3,251.47 2,261.48 2,154.53
Adjustments:
(Increase) in trade receivables (1,606.09) (701.50) 387.57
(Increase) in inventories (2,073.82) (24.01) 934.56
(Increase) in loans (2.84) (2.69) 2.36
(Increase)/decrease in financial and other assets (686.06) 922.79 2,058.48
Increase/(decrease) in trade payables 534.04 (1,367.93) 967.23
(Decrease)/Increase in financial and other liabilities 150.66 (60.48) 76.66
Increase in provisions 20.49 21.49 13.42
Change in the adjustments (3,663.66) (1,212.33) 4,440.28
Direct taxes paid (net of refunds) (507.88) (308.13) (485.86)
Net cash (used in) operating activities (A) (920.03) 741.02 6,108.95
Cash Flow from Investing Activities
Purchase of property, plant, equipment, right of use assets, (2,398.57) (1,439.62) (1,205.66)
intangible assets including capital work In progress
Proceeds from sale of Property, plant, equipment, intangible assets 15.06 13.18 8.71
including capital work In progress and assets held for sale
Proceeds from sale of Investment Property - 4.84 -
Investment made - (7.60) -
Investments in fixed deposits (691.99) (668.88) (466.04)
Maturity of fixed deposits 678.18 675.38 676.60
Interest received 48.99 85.04 22.99
Net Cash (used in) Investing Activities (B) (2,348.33) (1,337.66) (963.40)
Net Cash Flow From Financing Activities:
Proceeds from short term borrowings (net) 2,988.49 466.86 -
Repayment of short term borrowings - - (4,333.06)
101For the year For the year For the year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Repayments of long term borrowings (172.68) (303.92) (175.38)
Proceeds from long term borrowings 1,138.00 1,106.78 141.63
Buyback of equity shares - (300.00) -
Tax on buyback of equity shares - (31.92) -
Lease payments made (63.29) (69.88) (64.12)
Payment of interest portion of lease liabilities (28.08) (29.96) (19.98)
Interest paid (606.42) (530.77) (392.52)
Net Cash flow generated from/(used) in Financing Activities 3,256.02 307.20 (4,843.43)
(C)
Net Change in cash & cash equivalents (A+B+C) (12.34) (289.44) 302.12
Cash and cash equivalents at the beginning of the year 30.02 319.46 17.34
(Less): Cash and cash equivalent adjusted on dilution in holding - - -
in joint venture
Cash and cash equivalents at the end of the year 17.68 30.02 319.46
Cash and cash equivalents comprise of the following:
Cash on hand 2.75 2.82 1.03
On current accounts 8.36 17.25 2.29
Cash credit accounts 6.57 9.95 16.14
Deposits with remaining maturity of less than 3 months - - 300.00
Balance as per statement of cash flows 17.68 30.02 319.46
102GENERAL INFORMATION
Our Company was incorporated as ‘Grand Metal Industries Private Limited’ pursuant to a certificate of
incorporation dated August 23, 2005 issued by the Assistant Registrar of Companies, National Capital Territory
of Delhi and Haryana. Thereafter, pursuant to the conversion of our Company to a public limited company, the
name of our Company was changed to ‘Grand Metal Industries Limited’, and a fresh certificate of incorporation
dated May 28, 2020 was issued to our Company by the Registrar of Companies, Delhi. Subsequently, our name
was changed to ‘CMR Green Technologies Limited’, and a certificate of incorporation dated August 11, 2021
was issued to our Company by the Registrar of Companies, Delhi. For further details on the changes in the name
and registered office of our Company, see “History and Certain Corporate Matters” on page 285.
Registered and Corporate Office of our Company
The address and certain other details of our Registered and Corporate Office is as follows:
7th Floor, Tower 2, L & T Business Park,
12/4 Delhi, Mathura Road,
Faridabad- 121003,
Haryana, India
Telephone: +91 129 4223050
Website: www.cmr.co.in
Registration Number and Corporate Identity Number of our Company
The registration number and corporate identity number of our Company are set forth below:
Particulars Number
Registration Number 085675
Corporate Identity Number U00337HR2005PLC085675
The Registrar of Companies
Our Company is registered with the RoC, which is situated at the following address:
Registrar of Companies, Delhi & Haryana at New Delhi
4th Floor, IFCI Tower,
61, Nehru Place,
New Delhi- 110019
India
Board of Directors
The following table sets out the brief details of our Board, as on the date of this Draft Red Herring Prospectus:
Name and Designation DIN Address
Mohan Agarwal 00595232 804-B, The Camellias, Sector- 42, Ghata, Gurgaon-
Chairman and Managing Director 122003, Haryana, India
Akshay Agarwal 07175149 804-B, The Camellias, Sector- 42, Ghata, Gurgaon-
Whole-time Director 122003, Haryana, India
Raghav Agarwal 08450843 Flat No- 804-B, The Camellias, Sector- 42, Ghata
Whole-time Director (81), Gurgaon- 122003, Haryana, India
Peter Francis Amour 00071314 Apartment 783, 7/F, Tower 15, Parkview Heights- HK
Non-Executive Nominee Director* Parkview, 88 Tai Tam Reservoir Rd, Hong Kong
Balvinder Kumar 01647940 House Number-B-41, 1st Floor Kailash Colony,
Independent Director Greater Kailash, Defence Colony, South Delhi-
110048, Delhi, India
Gyanmohan 07816704 323 A, Patliputra Colony, Patliputra, Patna- 800013,
Independent Director Bihar, India
Rashmi Verma 09268810 E 12/1, 2nd Floor, E 12, Near DPS School, Vasant
Independent Director Vihar - 1, South West Delhi- 110057, Delhi India
103Name and Designation DIN Address
Girish Paman Vanvari 07376482 801, Martin Nest, 9 Central Avenue, Santacruz
Independent Director (West), Mumbai- 400054, Maharashtra, India
* Nominee of Global Scrap Processors Limited, pursuant to the Investment Agreement. For more information, see “History
and Certain Corporate Matters” on page 285.
For further details of our Board of Directors, see “Our Management – Board of Directors” on page 303.
Company Secretary and Compliance Officer of our Company
Srishti Saxena is the Company Secretary and Compliance Officer of our Company. Her contact details are as
follows:
7th Floor, Tower 2, L & T Business Park,
12/4 Delhi, Mathura Road,
Faridabad- 121003,
Haryana, India
Telephone: +91 129 4223050
Email: complianceofficer@cmr.co.in
Registrar to the Offer
KFin Technologies Limited
Selenium Building, Tower-B, Plot No. 31 & 32,
Financial District, Nanakramguda,
Serilingampally, Hyderabad
Rangareddi- 500032
Telangana, India
Telephone: + 91 40 67162222
Email: cmr.ipo@kfintech.com
Investor grievance email: einward.ris@kfintech.com
Website: www.kfintech.com
Contact Person: M. Murali Krishna
SEBI Registration Number: INR000000221
Book Running Lead Managers
Equirus Capital Private Limited
12th Floor, C Wing, Marathon Futurex,
N M Joshi Marg, Lower Parel,
Mumbai- 400013
Maharashtra, India
Telephone: +91 22 43320734
Email: cmr.ipo@equirus.com
Investor grievance email: investorsgrievance@equirus.com
Website: www.equirus.com
Contact Person: Rahul Wadekar
SEBI Registration Number: INM000011286
ICICI Securities Limited
ICICI Venture House,
Appasaheb Marathe Marg,
Prabhadevi,
Mumbai- 400025
Maharashtra, India
Telephone: +91 22 68077100
Email: cmripo@icicisecurities.com
Investor grievance email:
customercare@icicisecurities.com
104Website: www.icicisecurities.com
Contact Person: Kishan Rastogi/ Ashik Joisar
SEBI Registration Number: INM000011179
Motilal Oswal Investment Advisors Limited
Motilal Oswal Tower,
Rahimtullah Sayani Road,
Opposite Parel ST Depot,
Prabhadevi, Mumbai- 400025
Maharashtra, India
Telephone: + 91 22 71934380
Email: cmr.ipo@motilaloswal.com
Investor grievance email:
moiaplredressal@motilaloswal.com
Website: www.motilaloswalgroup.com
Contact Person: Sukant Goel/ Shashank Pisat
SEBI Registration Number: INM000011005
Syndicate Members
[●]
Investor Grievances
Bidders may contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer in
case of any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds
by electronic mode. For all Offer-related queries and for redressal of complaints, investors may also write to the
BRLMs.
All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, date of 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 Bidders shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediaries in addition to the documents or information mentioned
hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock
Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required
information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.
Statement of inter-se allocation of responsibilities among the Book Running Lead Managers
The following table sets forth the inter-se allocation of responsibilities and coordination by the BRLMs for various
activities in the Offer:
105Sr. Activity Responsibility Co-ordinator
No
1. Capital structuring, due diligence of Company including its operations / BRLMs Equirus
management / business plans / legal etc., drafting and design of the Draft Red
Herring Prospectus, the Red Herring Prospectus and the Prospectus. Ensure
compliance and completion of prescribed formalities with the Stock
Exchanges, SEBI and RoC including finalization of Red Herring Prospectus,
Prospectus, Offer Agreement, Underwriting Agreements and RoC filing
2. Drafting and approval of all statutory advertisements BRLMs Equirus
3. Drafting and approval of all publicity material other than statutory BRLMs I-Sec
advertisements as mentioned in point 2 above, including corporate advertising
and brochures and filing of media compliance report.
4. Appointment of intermediaries, Registrar to the Offer, advertising agency, BRLMs Equirus
printer (including coordination of all agreements)
5. Appointment of all other intermediaries, including Sponsor Bank, Monitoring BRLMs I-Sec
Agency, etc. (including coordination of all agreements)
6. Preparation of road show presentation and FAQs BRLMs MO
7. International institutional marketing of the Offer, which will cover, inter alia: BRLMs Equirus
• Marketing strategy
• Finalising the list and division of international investors for one-to-one
meetings
• Finalising international road show and investor meeting schedules
8. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs MO
• Marketing strategy
• Finalising the list and division of domestic investors for one-to-one
meetings
• Finalising domestic road show and investor meeting schedules
9. Non-institutional and retail marketing of the Offer, which will cover, inter- BRLMs I-Sec
alia:
• Finalising media, marketing, public relations strategy including DRHP
and RHP video and
• Formulating strategies for marketing to Non –Institutional Investors
• Finalising media, marketing, public relations strategy and publicity
budget, frequently asked questions at retail road shows
• Finalising brokerage, collection centres
• Finalising centres for holding conferences for brokers etc.
• Follow-up on distribution of publicity and Offer material including form,
Red Herring Prospectus/ Prospectus and deciding on the quantum of the
Offer material
10. Coordination with Stock Exchanges for book building software, bidding BRLMs MO
terminals and mock trading, Anchor coordination, Anchor CAN and
intimation of anchor allocation and submission of letters to regulators post
completion of anchor allocation
11. Managing the book and finalization of pricing in consultation with Company BRLMs Equirus
12. Post-Offer activities – management of escrow accounts, finalisation of the BRLMs I-Sec
basis of allotment based on technical rejections, post Offer stationery,
essential follow-up steps including follow-up with bankers to the Offer and
Self Certified Syndicate Banks and coordination with various agencies
connected with the post-offer activity such as registrar to the offer, bankers to
the offer, Self-Certified Syndicate Banks, etc. listing of instruments, demat
credit and refunds/ unblocking of monies, announcement of allocation and
dispatch of refunds to Bidders, etc., payment of the applicable securities
transaction tax on behalf of Selling Shareholders, coordination for investor
complaints related to the Offer, including responsibility for underwriting
arrangements, submission of final post issue report
Legal Counsel to our Company
Crawford Bayley & Co.
State Bank Buildings, 4th Floor,
NGN Vaidya Marg,
Fort, Mumbai 400023,
Maharashtra, India
106Telephone: +91 22 22663353
Email: sanjay.asher@crawfordbayley.com
Statutory Auditors to our Company
ASA & Associates LLP, Chartered Accountants
Aurobindo Tower, 81/1, Third Floor,
Adchini, Aurobindo Marg,
New Delhi- 110017, India
Contact person: Nitin Gupta, Partner
Email: nitin.gupta@asa.in
Website: www.asaandassociates.co.in
Telephone: +91 11 41009999
Firm registration number: 009571N/ N500006
Peer review number: 015057
Changes in Auditors
Except as mentioned below, there has been no change in our Statutory Auditors in the three years preceding the
date of this Draft Red Herring Prospectus:
Name of Statutory Auditor Date of change Reason
ASA & Associates LLP, Chartered Accountants Appointment as our Statutory
Aurobindo Tower, 81/1, Third Floor, Auditor
Adchini, Aurobindo Marg,
New Delhi- 110017, India February 14,
Email: nitin.gupta@asa.in 2025
Telephone: +91 11 41009999
Firm registration number: 009571N/ N500006
Peer review number: 015057
S. R. Batliboi & Co. LLP, Chartered Accountants January 29, Casual vacancy (unwillingness to
4th Floor, Office 405, 2025 continue as statutory auditors due to
World Mark-2, Asset No. 8 low audit fees offered by our
IGI Airport Hospitality District, Aerocity Company)
New Delhi – 110037, India
Email: srbc@srb.in
Telephone: +91 11 46819500
Firm registration number: 301003E/E300005
Peer review number: 013326
Bankers to our Company
Axis Bank Limited
Sco Plot no. 40, Sector-7,
HUDA Market,
Faridabad- 121006, Haryana
Contact person: Sumeet Gupta
Telephone: + 91 8800110216
Email: sumeet3.gupta@axisbank.com
Website: www.axisbank.com
CTBC Bank Co., Ltd
CTBC Bank Co., Ltd, Gr. Floor & 2nd Floor,
Aria Tower, JW Marriott Hotel, Delhi- Aerocity,
Asset Area-4, New Delhi- 110037
Contact person: Gurbir Singh
Telephone: +91 11 43688888/ 40857850
Fax number: +91 11 43688873
Email: gurbir.singh@ctbcbank.com
Website: www.ctbcbank.com/content/dam/cbminisite/IN/index.html
107HDFC Bank Limited
HDFC Bank House,
Senapati Bapat Marg, Lower Parel W- 400013
Mumbai, India
Contact person: Triptesh
Telephone: +91 9769758811
Email: triptesh.lal@hdfcbank.com
Website: www.hdfcbank.com
ICICI Bank Limited
K-1, Senior Mall, Sector-18,
Noida, Uttar Pradesh
Contact person: Himanshu Jindal
Telephone: +91 8169719165
Email: himanshu.jindal@icicibank.com
Website: www.icicibank.com
RBI registration number: AH.2
The Federal Bank Limited
Federal Towers, H-362, Sector-22,
Noida- 201301, Uttar Pradesh, India
Contact person: Raghav Sharma
Telephone: +91 7696139713
Email: raghavs@federalbank.co.in
Website: www.federalbank.co.in
The Hongkong and Shanghai Banking Corporation Limited
68, Institutional Plot, Sector-44,
Gurugram- 122002,
Haryana
Contact person: Shiladitya Gangopadhyay
Telephone: +91 9821966466
Email: shiladityagangopadhyay@hsbc.co.in
Website: www.hsbc.co.in
RBL Bank Limited
Upper Ground Floor, Hansalya Building,
15 Barakhamba Road, Connaught Place,
New Delhi- 110001
Contact person: Paras Handa
Telephone: +91 9958479057
Email: paras.handa@rblbank.com
Website: www.rblbank.com
Shinhan Bank
2nd and 3rd Floor, South Extension Part-2,
New Delhi- 110049
Contact person: Manish Mittal/ Rahul Mishra (Credit Department)
Telephone: +91 11 45004800
Fax: +91 11 45004855
Email: credit.del@shinhan.com
Website: www.shinhanbankindia.com
State Bank of India
AMT-3, Commercial Branch,
Nehru Place, New Delhi- 110019
Contact person: Sandeep Kumar
Telephone: +91 7037845825
Email: rm3.cbnp@sbi.co.in
108Website: www.statebankofindia.com
Yes Bank Limited
Yes Bank Limited, Level 4, Max Towers, Sec 16B,
Noida (U.P)- 201301
Contact person: Abhishek Gupta
Telephone: +91 8588895988
Email: abhishek.gupta26@yesbank.in
Website: www.yesbank.in
Banker to the Offer
Escrow Collection Bank(s)
[●]
Sponsor Bank(s)
[●]
Refund Bank(s)
[●]
Public Offer Account Bank(s)
[●]
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, or at such other
website as may be prescribed by SEBI from time to time. A list of the Designated Branches of the SCSBs with
which an ASBA Bidder (other than UPI Bidders 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.
Self-Certified Syndicate Banks and mobile applications enabled for Unified Payments Interface Mechanism
In accordance with the SEBI ICDR Master Circular and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019, UPI Bidders using the UPI Mechanism may only apply through the SCSBs and mobile
applications whose names appear on the website of SEBI, which may be updated from time to time. A list of
SCSBs and mobile applications, is also available on the website of 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, or at
such other websites as may be prescribed by SEBI from time to time. A list of SCSBs and mobile applications,
which are live for applying in public issues using UPI mechanism is provided as ‘Annexure A’ for the SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investor and RIIs) 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
109of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated
from time to time or any such other website, as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the Stock Exchanges i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
Stock Exchanges- BSE and NSE at https://www.bseindia.com/ and https://www.nseindia.com, as updated from
time to time.
Registrar and Share Transfer Agents
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 the Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and
https://www.nseindia.com/products/consent/equities/ipos/asba-procedures.htm, 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
their 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.
Credit Rating
As this is an Offer consisting only of Equity Shares, there is no requirement to obtain credit rating for the Offer.
Debenture Trustee
As the Offer is an Offer for Sale of Equity Shares, the appointment of a debenture trustee is not required.
Appraising Entity
No appraising entity has been appointed in relation to the Offer.
Monitoring Agency
As the Offer is an offer for sale of Equity Shares by the Selling Shareholders, our Company is not required to
appoint a monitoring agency in relation to the Offer.
Grading of the Offer
As the Offer is an offer for sale of Equity Shares, no credit agency registered with SEBI has been appointed for
obtaining grading for the Offer.
Green shoe option
No green shoe option is contemplated under the Offer.
Expert to the Offer
Except as stated below, our Company has not obtained any expert opinions:
(i) Our Company has received written consent dated August 27, 2025 from ASA & Associates LLP, Chartered
Accountants to include their name as required under section 26(1) of the Companies Act read with SEBI
ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38)
of the Companies Act to the extent and in their capacity as our Statutory Auditors, and in respect of their
(i) examination report dated August 27, 2025 on the Restated Consolidated Financial Information; and (ii)
110their certificate dated August 27, 2025 on the statement of special tax benefits available to our Company,
its Shareholders and Material Subsidiaries, included 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 also received written consent dated August 29, 2025 from Deepak Goel & Associates,
Companies Secretaries to include their name as required under section 26(1) of the Companies Act 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 to the extent and in their capacity as practicing company
secretary in respect to their certificate dated August 29, 2025 and such consent has not been withdrawn as
on the date of this Draft Red Herring Prospectus.
(iii) Our Company has also received written consent dated August 29, 2025 from Deepanshu Tyagi,
Independent Chartered Engineer, to include their name as required under section 26(1) of the Companies
Act 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 to the extent and in their capacity as independent
chartered engineer in respect to their certificate dated August 29, 2025 certifying details of production
capacity and capacity utilisation, amongst others and such consent has not been withdrawn as on the date
of this Draft Red Herring Prospectus.
The abovementioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus has been filed electronically with SEBI through the SEBI
Intermediary portal at https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR
Regulations and the SEBI ICDR Master Circular. It will also be filed with 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 (East),
Mumbai- 400051
Maharashtra, India
Filing of the Red Herring Prospectus and Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed with
RoC in accordance with section 32 of the Companies Act, and a copy of the Prospectus to be filed under section
26 of the Companies Act, would be filed with the RoC at its office through the electronic portal at
https://www.mca.gov.in/content/mca/global/en/home.html. For further details, see “The Registrar of
Companies” at page 103.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis
of the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band.
The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLMs, and
will be advertised in [●] editions of [●] (a widely circulated English national daily newspaper) and [●] editions of
[●] (a widely circulated Hindi national daily newspaper, Hindi also being the regional language of Haryana, where
our Registered and Corporate Office is located), at least two Working Days prior to the Bid/ Offer Opening Date
and shall be made available to the Stock Exchanges, for the purposes of uploading on their respective websites.
Pursuant to the Book Building process, the Offer Price shall be determined by our Company, in consultation with
the BRLMs after the Bid/Offer Closing Date, in accordance with applicable law. For details, see “Offer
Procedure” on page 525.
All Bidders, other than Anchor Investors, shall only participate in this Offer 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, or in case of UPI Bidders, by using the UPI Mechanism. Additionally, Retail Individual Bidders
shall participate through the ASBA process, either by (i) providing the details of their respective ASBA Account
111in which the corresponding Bid Amount will be blocked by the SCSBs; or (ii) using the UPI Mechanism. Non-
Institutional Bidders with an application size of up to ₹500,000 shall use the UPI Mechanism and shall also provide
their UPI ID in the Bid cum Application Form submitted with the Syndicate Members, Registered Brokers,
Collecting Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are not permitted
to participate in the Offer through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any
state. Retail Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw their Bids until
the Bid/Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor
Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while allocation
to Anchor Investors will be on a discretionary basis. For an illustration of the Book Building Process and the price
discovery process, see “Terms of the Offer” and “Offer Procedure” beginning on pages 514 and 525
respectively. The allocation to each Retail Individual Bidder shall not be less than the minimum Bid Lot,
subject to availability of Equity Shares in the Retail Category 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 the minimum Bid Lot, subject to availability of Equity Shares in the Non-Institutional
Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in
accordance with the conditions specified in this regard in Schedule XIII to the SEBI ICDR Regulations.
The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to
change from time to time and the Bidders are advised to make their own judgment about investment
through this process prior to submitting a Bid in the Offer.
Bidders should note the Offer is also subject to: (i) filing of the Prospectus by our Company with the RoC; and
(ii) our Company obtaining final listing and trading approvals from the Stock Exchanges.
Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.
For further details on the method and procedure for Bidding, see “The Offer”, “Offer Structure”, “Offer
Procedure” beginning on pages 95, 521 and 525 respectively.
Underwriting Agreement
After the determination of the Offer Price but prior to the filing of the Prospectus with the RoC, our Company and
the Selling Shareholders will enter into an Underwriting Agreement with the Underwriters for the Equity Shares
proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten
in the Offer shall be as per the Underwriting Agreement. 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, as specified
therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:
(The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus. This
portion has been intentionally left blank and will be filled in before the filing of the Prospectus with the RoC.)
Name, address, telephone and email of Indicative Number of Equity Amount Underwritten
the Underwriters Shares to be Underwritten (₹ in million)
[●] [●] [●]
[●] [●] [●]
The abovementioned underwriting commitment is indicative and will be finalised after determination of the Offer
Price and Basis of Allotment and will be subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters),
the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or
registered as brokers with the Stock Exchange(s). Our Board, at its meeting held on [●], has accepted and entered
112into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to Equity Shares allocated to Bidders procured by them, in accordance with the Underwriting Agreement.
Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLMs will be
responsible for bringing in the amount devolved in the event that the Syndicate Member(s) do not fulfil their
underwriting obligations.
113CAPITAL STRUCTURE
The Equity Share capital of our Company as on the date of this Draft Red Herring Prospectus is set forth below:
(In ₹, except share data)
Aggregate value at face Aggregate value at
value Offer Price*
A AUTHORIZED SHARE CAPITAL
266,713,390 Equity Shares of face value of ₹ 2 each 533,426,780 -
B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE OFFER
219,055,489 Equity Shares of face value of ₹2 each 438,110,978 -
C PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS
Offer for sale of up to 42,890,735 Equity Shares bearing face 85,781,470 [●]
value of ₹2 each aggregating to ₹[●] million (2)(3)
D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER
219,055,489 Equity Shares of face value of ₹ 2 each* 438,110,978 -
E SECURITIES PREMIUM ACCOUNT
Before the Offer (₹ in million) 8,047.43
After the Offer (₹ in million) [●]
* To be included upon finalisation of the Offer Price and subject to Basis of Allotment.
(1) For details in relation to changes in the authorised share capital of our Company in the last 10 years, see “History and
Certain Corporate Matters – Amendments to our Memorandum of Association in the last 10 years” on page 285.
(2) The Offer has been authorised by a resolution of our Board dated August 27, 2025. Further, our Board has taken on
record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated August 27, 2025.
(3) The Selling Shareholders severally and not jointly have consented for the sale of the Offered Shares in the Offer for Sale,
the details of which are set out below:
Sr. Name of the Selling Shareholder Date of consent Date of the Maximum number of
No. letter corporate Equity Shares
approvals
1. Mohan Agarwal August 27, 2025 Not applicable 11,265,125
2. Gauri Shankar Agarwala HUF (through August 27, 2025 Not applicable 6,466,620
its karta)
3. Mohan Agarwal HUF (through its karta) August 27, 2025 Not applicable 1,980,540
4. Global Scrap Processors Limited August 27, 2025 August 27, 2025 23,178,450
(4) Each of the Selling Shareholders, severally and not jointly, has confirmed their participation of its/his respective portion
of Offered Shares in the Offer for Sale vide its/his consent letter each dated August 27, 2025 and our Board has taken on
record the participation of the Selling Shareholders in the Offer for Sale pursuant to a resolution dated August 27, 2025.
Each Selling Shareholder, severally and not jointly, confirms that its/his respective portion of the Offered Shares are
eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations. For details
on the authorizations and consents of each of the Selling Shareholders (as applicable) in relation to their respective
Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 95 and 498, respectively.
Notes to the Capital Structure
Our Company is in compliance with the Companies Act, 1956 and Companies Act, 2013, as applicable, with
respect to issuance of securities since its incorporation till the date of filing of this Draft Red Herring Prospectus.
1. Equity Share capital history of our Company
(a) The following table sets forth the history of the Equity Share capital of our Company:
114Date of allotment Details of allottees Number of Reason/Nature of No. of Equity Face Issue price Form of Cumulative
allottees allotment Shares allotted value per Equity consideration number of
per Share (₹) Equity shares
Equity
Share
(₹)
August 23, 2005* Allotment of (i) 10,000 equity shares each to Gauri 2 Initial subscription 20,000 10 10 Cash 20,000
Shankar Agarwala and (ii) Mohan Agarwal pursuant to the
to their subscription to the Memorandum of Memorandum of
Association Association
March 24, 2006 Preferential allotment of (i) 40,000 equity shares to 7 Preferential 211,000 10 10 Cash 231,000
Gauri Shankar Agarwala; (ii) 25,000 equity shares to allotment
Mohan Agarwal; (iii) 35,000 equity shares to Gauri
Shankar Agarwala (HUF) (through its karta); (iv)
15,000 equity shares to Mohan Agarwal (HUF)
(through its karta); (v) 25,000 equity shares to
Kalawati Agarwal; (vi) 60,000 equity shares to
Pratibha Agarwal; and (vii) 11,000 equity shares to
Mayank Pareek
March 5, 2007 Preferential allotment of (i) 25,000 equity shares to 7 Preferential 161,990 10 100 Cash 392,990
Arimardan Trading Private Limited; (ii) 20,000 allotment
equity shares to Jaiparash Trading Private Limited;
(iii) 30,000 equity shares to Parasabha Construction
Private Limited; (iv) 55,000 equity shares to B.R.
Industries Limited; (v) 25,000 equity shares to N. K.
Metals; (vi) 3,495 equity shares to Lila Agarwal; and
(vii) 3,495 equity shares to Nawal Kishore Agarwal
September 2, 2021 Allotment of (i) 616,546 equity shares to Gauri 13 Allotment pursuant 3,333,980 10 Not Other than cash 3,726,970
Shankar Agarwala; (ii) 865,770 equity shares to to the Scheme of applicable
Mohan Agarwal; (iii) 72,777 equity shares to Gauri Arrangement(1)
Shankar Agarwala (HUF) (through its karta); (iv)
18,009 equity shares to Mohan Agarwal (HUF)
(through its karta); (v) 606,474 equity shares to
Kalawati Agarwal; (vi) 666,663 equity shares to
Pratibha Agarwal; (vii) 16,509 equity shares to
Akshay Agarwal; (viii) 3,083 equity shares to Raghav
Agarwal; (ix) 534,097 equity shares to Global Scrap
Processors Limited; (x) 13 equity shares to Akshay
Agarwal Family Private Trust (through its settlor);
(xi) 13 equity shares to GS Agarwala Family Private
Trust (through its settlor); (xii) 13 equity shares to K
Agarwal Family Private Trust (through its settlor);
115Date of allotment Details of allottees Number of Reason/Nature of No. of Equity Face Issue price Form of Cumulative
allottees allotment Shares allotted value per Equity consideration number of
per Share (₹) Equity shares
Equity
Share
(₹)
and (xiii) 13 equity shares to Raghav Agarwal Family
Private Trust (through its settlor) pursuant to the
Scheme of Arrangement
September 4, 2021 Our Company sub-divided each equity share of a face value of ₹ 10 each to five Equity Shares of a face value of ₹ 2 each 18,634,850
September 21, 2021 Allotment of (i) 37,760,030 Equity Shares to Gauri 13 Bonus issue(2) 202,633,321 2 Not applicable - 221,268,171
Shankar Agarwala; (ii) 51,576,800 Equity Shares to
Mohan Agarwal; (iii) 5,927,735 Equity Shares to
Gauri Shankar Agarwala (HUF) (through its karta);
(iv) 1,815,495 Equity Shares to Mohan Agarwal
(HUF) (through its karta); (v) 36,793,570 Equity
Shares to Kalawati Agarwal; (vi) 40,653,965 Equity
Shares to Pratibha Agarwal; (vii) 907,995 Equity
Shares to Akshay Agarwal; (viii) 169,565 Equity
Shares to Raghav Agarwal; (ix) 27,025,306 Equity
Shares to Global Scrap Processors Limited; (x) 715
Equity Shares to Akshay Agarwal Family Private
Trust (through its settlor); (xi) 715 Equity Shares to
GS Agarwala Family Private Trust (through its
settlor); (xii) 715 Equity Shares to K Agarwal Family
Private Trust (through its settlor) and (xiii) 715
Equity Shares to Raghav Agarwal Family Private
Trust (through its settlor), by way of a bonus issue in
the proportion of 11 Equity Shares for every 1 Equity
Share held by the existing Shareholders of the
Company as on the record date i.e., September 18,
2021
August 21, 2023 Buyback of (i) 1,106,341 Equity Shares from Global 3 Buyback of Equity (2,212,682) 2 135.58 Cash 219,055,489
Scrap Processors Limited; (ii) 553,171 Equity Shares Shares
from Gauri Shankar Agarwala; and (iii) 553,170
Equity Shares from Kalawati Agarwal
116(1) Our Company was incorporated on August 23, 2005 and the date of subscription to the Memorandum of Association
was August 22, 2005.
(2) Please note that pursuant to the Scheme of Arrangement, 3,399,980 Equity Shares were originally issued by our
Company. Prior to the Scheme of Arrangement, Forever Multimedia Private Limited, Ramayana Polymers Private
Limited and Sanjivani Non-Ferrous Trading Private Limited held 30,000 equity shares, 25,000 equity shares and 11,000
equity shares, respectively, in our Company, aggregating to 66,000 equity shares. Given that these companies got
amalgamated into our Company pursuant to the Scheme of Arrangement, these 66,000 equity shares were extinguished
and 3,333,980 equity shares were ultimately allotted to the remaining shareholders of our Company. For further details,
see “History and Certain Corporate Matters – Mergers and amalgamation” on page 288.
(3) Please note that Global Scrap Processors Limited, by way of its letter to the Board dated September 17, 2021, had
waived off its entitlement in respect of 2,350,029 Equity Shares that was proposed to be issued under this bonus issuance.
Accordingly, these 2,350,029 Equity Shares did not form part of the Bonus issue and allotment set out above.
(b) Equity Shares issued for consideration other than cash or by way of bonus issue or out of revaluation
reserves
Except as disclosed below, our Company has not issued any Equity Shares (i) out of its revaluation reserves;
(ii) for consideration other than cash; or (iii) by way of bonus issue:
Number of
Reason/ Issue price Face
Date of Equity Benefits accrued to our Form of
Nature of per Equity value
allotment Shares Company (if any) consideration
allotment Share (₹) (₹)
allotted
The assets, properties and liabilities
of the erstwhile Grand Metal
Recycling Private Limited,
Suvridhi Financial Services
Allotment
Limited, Sanjivani Non-Ferrous
September 2, pursuant to the
NA 3,333,980 10 Trading Private Limited, Forever NA
2021 Scheme of
Multimedia Private Limited,
Arrangement(1)
Ramayana Polymers Private
Limited and Century Metal
Recycling Limited were transferred
to and vested in our Company
Bonus issue in
the ratio of 11
September Equity Shares
NA 202,633,321 2 NA NA
21, 2021 for every 1
Equity Share
held(2)
(1) Allotment of 616,546 Equity Shares to Gauri Shankar Agarwala, 865,770 Equity Shares to Mohan Agarwal, 72,777 Equity
Shares to Gauri Shankar Agarwala (HUF) (through its karta), 18,009 Equity Shares to Mohan Agarwal (HUF) (through its
karta), 606,474 Equity Shares to Kalawati Agarwal, 666,663 Equity Shares to Pratibha Agarwal, 16,509 Equity Shares to Akshay
Agarwal, 3,083 Equity Shares to Raghav Agarwal, 534,097 Equity Shares to Global Scrap Processors Limited, 13 Equity Shares
to Akshay Agarwal Family Private Trust (through its settlor), 13 Equity Shares to GS Agarwala Family Private Trust (through
its settlor), 13 Equity Shares to K Agarwal Family Private Trust (through its settlor) and 13 Equity Shares to Raghav Agarwal
Family Private Trust (through its settlor) pursuant to the Scheme of Arrangement.
Please note that pursuant to the Scheme of Arrangement, 3,399,980 Equity Shares were originally issued by our Company. Prior
to the Scheme of Arrangement, Forever Multimedia Private Limited, Ramayana Polymers Private Limited and Sanjivani Non
Ferrous Trading Private Limited held 30,000 equity shares, 25,000 equity shares and 11,000 equity shares, respectively, in our
Company, aggregating to 66,000 equity shares. Given that these companies got amalgamated into our Company pursuant to the
Scheme of Arrangement, these 66,000 equity shares were extinguished and 3,333,980 Equity Shares were ultimately allotted to
the remaining shareholders of our Company. For further details, see “History and Certain Corporate Matters – Mergers and
amalgamation” on page 288.
(2) Allotment of (i) 37,760,030 Equity Shares to Gauri Shankar Agarwala; (ii) 51,576,800 Equity Shares to Mohan Agarwal; (iii)
5,927,735 Equity Shares to Gauri Shankar Agarwala (HUF) (through its karta); (iv) 1,815,495 Equity Shares to Mohan Agarwal
(HUF) (through its karta); (v) 36,793,570 Equity Shares to Kalawati Agarwal; (vi) 40,653,965 Equity Shares to Pratibha
Agarwal; (vii) 907,995 Equity Shares to Akshay Agarwal; (viii) 169,565 Equity Shares to Raghav Agarwal; (ix) 27,025,306
Equity Shares to Global Scrap Processors Limited; (x) 715 Equity Shares to Akshay Agarwal Family Private Trust (through its
settlor); (xi) 715 Equity Shares to GS Agarwala Family Private Trust (through its settlor); (xii) 715 Equity Shares to K Agarwal
Family Private Trust (through its settlor) and (xiii) 715 Equity Shares to Raghav Agarwal Family Private Trust (through its
settlor), by way of a bonus issue in the proportion of 11 Equity Shares for every 1 Equity Share held by the existing Shareholders
of the Company, as on the record date i.e., September 18, 2021.
117Please note that Global Scrap Processors Limited, by way of its letter to the Board dated September 17, 2021, had waived off its
entitlement in respect of 2,350,029 Equity Shares that was proposed to be issued under this bonus issuance. Accordingly, these
2,350,029 Equity Shares did not form part of the Bonus issue and allotment set out above.
(c) Equity Shares allotted in terms of any schemes of arrangement
Except 3,333,980 equity shares issued pursuant to the Scheme of Arrangement, our Company has not allotted
any Equity Shares in terms of any scheme of arrangement approved under sections 391-394 of the Companies
Act, 1956 or sections 230-232 of the Companies Act, 2013.
For further details of the Scheme of Arrangement, see “– History of the Share Capital of our Company –
Equity Shares allotted for consideration other than cash or out of revaluation reserves” and “History and
Other corporate matters – Mergers or amalgamation” on pages 117 and 288, respectively.
(d) Equity Shares allotted at a price lower than the Offer Price in the last year
The Offer Price shall be determined by our Company, in consultation with the BRLMs after the Bid/Offer
Closing Date. Our Company has not issued any Equity Shares at a price which may be lower than the Offer
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 outstanding preference
shares.
3. Secondary transactions of Equity Shares of our Company involving our Promoter, Promoter Group
and Investor Selling Shareholder
Date of Name of Name of Number of Face Transfer Nature of Percentage Percentage
transfer transferor transferee equity value price consideration of pre- of post-
of shares per per Offer Offer
equity transferred equity equity equity equity
shares shares share (₹) share share
(₹) capital capital
(%) (%)
Jaiprakash Gauri (20,000) 10 10 Cash 0.01 -
July 30, Trading Shankar
2007 Private Agarwala
Limited^
Arimardan Kalawati (25,000) 10 10 Cash 0.01 -
July 30, Trading Agarwal
2007 Private
Limited^
July 30, N.K. Kalawati (12,500) 10 10 Cash 0.01
2007 Metals^ Agarwal
^For several of the transfers specified above, we do not possess share transfer forms indicating the date of transfer and the consideration
involved. Accordingly, we have relied on a certificate dated August 29, 2025, provided by Deepak Goel & Associates, company secretary in
practice, in order to trace such transfers. Please also see “Risk Factors- We are unable to trace some of our historical corporate records.
We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in future in relation to the
missing corporate records which may impact our cash flows, financial condition and reputation.” on page 66.
1184. 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:
Total Number of shares Non-Disposal
Number of voting rights held in each Shareholdi Number of
number pledged or otherwise Undertaking
class of securities ng, as a % locked in shares
of shares encumbered (XV)
(IX) Number assuming (XIII)
on a (XIV)
of shares full
Number Number of Voting Rights fully Numb As a
Shareholding underlyin conversion
of partly diluted er (a) % of
Number of as a % of g of Number of
paid-up Number of Total basis total
fully paid- total number outstandi convertible Equity Shares
Number Equity shares number of (includin shares
Category of up Equity of shares ng securities of face value ₹
Category of share Shares underlying shares held g held
shareholder Shares held (calculated as Total convertib (as a 2 each held in
(I) holders held of depository (VII) = warrants As a % (b)
(II) of face value per SCRR, as a % le percentage As a % of dematerialized
(III) face receipts (IV)+(V)+ Class e.g.: Class , ESOP, Numb of total Number
₹ 2 each 1957) of securities of diluted total shares form
value ₹ (VI) (VI) Equity e.g.: Total converti er (a) Shares (a)
(IV) (VIII) As a % (A+B+ (includin share held (b) (XVI)
2 each Shares Others bles held (b)
of (A+B+C2) C) g capital)
(V) securitie
warrants) (XII)=
s etc.)
(X) (VII) +(X)
(XI)=
As a % of
(VII) +
(A+B+C2)
(X)
(A) Promoter 10 190,466,039 - - 190,466,039 86.95 190,466,039 - 190,466,039 86.95 - - - - - - - - - 190,466,039
and
Promoter
Group
(B) Public - - - - - - - - - - -
1 28,589,450 28,589,450 13.05 28,589,450 - 28,589,450 13.05 28,589,450
(C) Non- - - - - - - - - - - - - - - - - - - - -
Promoter-
Non-Public
(C1) Shares - - - - - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - - - - - - -
by Employee
Trusts
Total 11 219,055,489 219,055,489 100.00 219,055,489 - 219,055,489 100.00 - - - - - - - - - 219,055,489
Note: Based on the beneficiary position statement dated August 27, 2025
1195. 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 this Draft Red Herring Prospectus is set forth below:
Number of Equity % of the
Sr. No. Name of the Shareholder
Shares held share capital
1. Mohan Agarwal 93,854,881 42.85
2. Pratibha Agarwal 44,349,780 20.25
3. Global Scrap Processors Limited 28,589,450 13.05
4. Akshay Agarwal 21,905,549 10.00
5. Raghav Agarwal 21,905,549 10.00
6. Gauri Shankar Agarwala HUF (through its karta) 6,466,620 2.95
Total 217,071,829 99.10
Note: Based on the beneficiary position statement dated August 27, 2025
b) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our Company
10 days prior to the date of this Draft Red Herring Prospectus is set forth below:
Number of Equity % of the
Sr. No. Name of the Shareholder
Shares held share capital
1. Mohan Agarwal 93,854,881 42.85
2. Pratibha Agarwal 44,349,780 20.25
3. Global Scrap Processors Limited 28,589,450 13.05
4. Akshay Agarwal 21,905,549 10.00
5. Raghav Agarwal 21,905,549 10.00
6. Gauri Shankar Agarwala HUF (through its karta) 6,466,620 2.95
Total 217,071,829 99.10
Note: Based on the beneficiary position statement dated August 15, 2025
c) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our
Company, as of the date 1 year prior to the date of this Draft Red Herring Prospectus is set forth below:
Number of equity % of the
Sr. No. Name of the Shareholder
shares held share capital
1. Mohan Agarwal 136,490,459 62.31
2. Pratibha Agarwal 44,349,780 20.25
3. Global Scrap Processors Limited 28,589,450 13.05
4. Gauri Shankar Agarwala HUF (through its karta) 6,466,620 2.95
Total 215,896,309 98.56
Note: Details as on August 23, 2024 being the date one year prior to the date of this Draft Red Herring Prospectus.
d) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our
Company, as of the date, 2 years prior to the date of this Draft Red Herring Prospectus is set forth
below:
Number of equity % of the
Sr. No. Name of the Shareholder
shares held share capital
1. Pratibha Agarwal 44,349,780 20.04
2. Mohan Agarwal 56,265,600 25.43
3. Gauri Shankar Agarwala 41,192,760 18.62
4. Kalawati Agarwal 40,138,440 18.14
5. Gauri Shankar Agarwala HUF (through its karta) 6,466,620 2.92
6. Global Scrap Processors Limited 28,589,450 12.92
Total 217,002,650 98.09
Note: Details as on August 25, 2023, being the date two years prior to the date of this Draft Red Herring Prospectus.
6. Except for the Equity Shares to be allotted pursuant to the Offer and pursuant to any employee stock options
under the ESOP Scheme 2025 or outstanding stock appreciation rights granted to employees pursuant to a
120stock appreciation right scheme, which are fully exercised for equity shares prior to the filing of the Red
Herring Prospectus, our Company does not intend or propose to alter its capital structure until a period of
six months from the Bid/Offer Opening Date. Further, 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.
7. As on the date of this Draft Red Herring Prospectus, our Company has 11 Shareholders.
8. 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 collectively hold 182,015,759 Equity
Shares, equivalent to 83.10% of the issued, subscribed and paid-up Equity Share capital of our Company, as
set forth in the table below:
Pre-Offer Equity Share Post-Offer Equity Share
Capital Capital*
Number of Number of
S. No. Name of the Shareholder
Equity Shares % of total Equity Shares % of total
of face value of Shareholding of face value of Shareholding
₹2 each ₹2 each
1. Mohan Agarwal 9,38,54,881 42.85 [●] [●]
2. Pratibha Agarwal 44,349,780 20.25 [●] [●]
3. Akshay Agarwal 21,905,549 10.00 [●] [●]
4. Raghav Agarwal 21,905,549 10.00 [●] [●]
Total 182,015,759 83.10 [●] [●]
* To be updated at Prospectus stage
(ii) As on the date of this Draft Red Herring Prospectus, our Promoters do not hold any preference shares.
(iii) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red Herring
Prospectus.
(iv) All Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such
Equity Shares.
(v) None of the Equity Shares held by our Promoters are pledged or otherwise encumbered as on the date of this
Draft Red Herring Prospectus. Further, none of the Equity Shares being offered for sale through Offer for
Sale are pledged or otherwise encumbered as on the date of this Draft Red Herring Prospectus.
(vi) Build-up of the Promoters’ shareholding in our Company
The build-up of the equity shareholding of our Promoters since incorporation of our Company is set forth in
the table below:
Face Issue Percentage Percentage
value price/ of pre- of post-
Date of allotment/
No. of equity per transfer Offer Offer
transfer / Nature of transaction
shares equity price per Equity Equity
transmission
share equity Share Share
(₹) share (₹) capital capital*
(A) Mohan Agarwal
August 23, 2005 Initial subscription to the 10,000 10 10.00 0.01 [●]
Memorandum of Association
March 24, 2006 Preferential allotment 25,000 10 10.00 0.01 [●]
July 30, 2007 Transfer from Parasabha 30,000 10 10.00 0.01 [●]
Construction Private Limited^
121Face Issue Percentage Percentage
value price/ of pre- of post-
Date of allotment/
No. of equity per transfer Offer Offer
transfer / Nature of transaction
shares equity price per Equity Equity
transmission
share equity Share Share
(₹) share (₹) capital capital*
February 10, 2015 Transfer from Lila Agarwal 3,495 10 59.00 0.00 [●]
February 10, 2015 Transfer from Naval Kishore 3,495 10 59.00 0.39 [●]
Agarwal
September 2, 2021 Allotment pursuant to the 865,770 10 NA 1.71 [●]
Scheme of Arrangement
September 4, 2021 Pursuant to a resolution passed by our Board and Shareholders dated September 2, 2021 and
September 4, 2021, respectively, our Company sub-divided the face value of equity shares from
₹10 each to ₹2 each. Accordingly, 937,760 paid-up equity shares of face value of ₹10 each held
by Mohan Agarwal were sub-divided into 4,688,800 Equity Shares of a face value of ₹ 2 each.
September 21, 2021 Bonus issue in the ratio of 11 51,576,800 2 NA 23.54 [●]
Equity Shares for every 1
Equity Share held as on the
record date i.e., September 18,
2021
November 8, 2023 Transfer from Gauri Shankar 2,879,559 2 Nil 1.31 [●]
Agarwala by way of gift
November 8, 2023 Transfer from Kalawati 2,791,700 2 Nil 1.27 [●]
Agarwal by way of gift
December 1, 2023 Transfer from Kalawati 36,793,570 2 Nil 16.79 [●]
Agarwal by way of gift
January 18, 2024 Transfer from Gauri Shankar 37,760,030 2 Nil 17.23 [●]
Agarwala by way of gift
November 26, 2024 Transfer to Akshay Agarwal by (20,915,009) 2 Nil (9.54) [●]
way of gift
November 26, 2024 Transfer to Raghav Agarwal by (21,720,569) 2 Nil (9.91) [●]
way of gift
Sub-total (A) 93,854,881 42.85 [●]
(B) Pratibha Agarwal
March 24, 2006 Preferential allotment 60,000 10 10.00 0.03 [●]
July 30, 2007 Transfer from N.K. Metal^ 12,500 10 10.00 0.01 [●]
September 2, 2021 Allotment pursuant to the 666,663 10 NA 0.30 [●]
Scheme of Arrangement
September 4, 2021 Pursuant to a resolution passed by our Board and Shareholders dated September 2, 2021 and
September 4, 2021, respectively, our Company sub-divided the face value of equity shares from
₹10 each to ₹2 each. Accordingly, 739,163 paid-up equity shares of face value of ₹10 each held
by Pratibha Agarwal were sub-divided into 3,695,815 Equity Shares of a face value of ₹ 2 each.
September 21, 2021 Bonus issue in the ratio of 11 40,653,965 2 NA 18.56 [●]
Equity Shares for every 1
Equity Share held as on the
record date i.e., September 18,
2021
Sub-total (B) 44,349,780 20.25 [●]
(C) Akshay Agarwal
September 2, 2021 Allotment pursuant to the 16,509 10 NA 0.01 [●]
Scheme of Arrangement
September 4, 2021 Pursuant to a resolution passed by our Board and Shareholders dated September 2, 2021 and
September 4, 2021, respectively, our Company sub-divided the face value of equity shares from
₹10 each to ₹2 each. Accordingly, 16,509 paid-up equity shares of face value of ₹10 each held by
Akshay Agarwal were sub-divided into 82,545 Equity Shares of a face value of ₹ 2 each.
September 21, 2021 Bonus issue in the ratio of 11 907,995 2 NA 0.41 [●]
Equity Shares for every 1
Equity Share held as on the
record date i.e., September 18,
2021
November 26, 2024 Transfer from Mohan Agarwal 20,915,009 2 Nil 9.55 [●]
by way of gift
Sub-total (C) 21,905,549 10.00 [●]
(D) Raghav Agarwal
September 2, 2021 Allotment pursuant to the 3,083 10 NA 0.00 [●]
Scheme of Arrangement
122Face Issue Percentage Percentage
value price/ of pre- of post-
Date of allotment/
No. of equity per transfer Offer Offer
transfer / Nature of transaction
shares equity price per Equity Equity
transmission
share equity Share Share
(₹) share (₹) capital capital*
September 4, 2021 Pursuant to a resolution passed by our Board and Shareholders dated September 2, 2021 and
September 4, 2021, respectively, our Company sub-divided the face value of equity shares from
₹10 each to ₹2 each. Accordingly, 3,083 paid-up equity shares of face value of ₹10 each held by
Raghav Agarwal were sub-divided into 15,415 Equity Shares of a face value of ₹ 2 each.
September 21, 2021 Bonus issue in the ratio of 11 169,565 2 NA 0.08 [●]
Equity Shares for every 1
Equity Share held as on the
record date i.e., September 18,
2021
November 26, 2024 Transfer from Mohan Agarwal 21,720,569 2 Nil 9.92 [●]
by way of gift
Sub-total (D) 21,905,549 2 - 10.00 [●]
Grand Total (A)+(B)+(C)+(D) 182,015,759 83.10 [●]
^For several of the transfers specified above, we do not possess share transfer forms indicating the date of transfer and the consideration
involved. Accordingly, we have relied on a certificate dated August 29, 2025, provided by Deepak Goel & Associates, company secretary
in practice, in order to trace such transfers. Please also see “Risk Factors- We are unable to trace some of our historical corporate
records. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in future in
relation to the missing corporate records which may impact our cash flows, financial condition and reputation.” on page 66.
* To be updated at Prospectus stage
(vii) 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.
(viii) Equity Shareholding of the Promoter Group
As on the date of this Draft Red Herring Prospectus, the members of our Promoter Group (other than our
Promoters) collectively hold 8,450,280 Equity Shares, equivalent to 3.85% of the issued, subscribed and
paid-up Equity Share capital of our Company, as set forth in the table below:
Pre-Offer Equity Share Post-Offer Equity Share
Capital Capital**
S. No. Name of the Shareholder
No. of Equity % of total No. of Equity % of total
Shares Shareholding Shares Shareholding
1. Gauri Shankar Agarwala (HUF)* 6,466,620 2.95
2. Mohan Agarwal (HUF)* 1,980,540 0.90 [●] [●]
3. Akshay Agarwal Family Private Trust^ 780 Negligible [●] [●]
4. GS Agarwala Family Private Trust^ 780 Negligible [●] [●]
5. K Agarwal Family Private Trust^ 780 Negligible [●] [●]
6. Raghav Agarwal Family Private Trust^ 780 Negligible [●] [●]
Total 8,450,280 3.85 [●] [●]
* Through its karta.
^ Through its settlor
**To be updated at Prospectus stage
(ix) Except as disclosed in “– Build-up of the Promoters’ shareholding in our Company” on page 121 and as
disclosed below, our Promoters, members of the Promoter Group, or our Directors and their relatives have
not purchased or sold any securities of our Company during the period of six months immediately preceding
the date of this Draft Red Herring Prospectus.
(x) There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company
during the period of six months immediately preceding the date of this Draft Red Herring Prospectus.
9. Details of shareholding of the Promoter Selling Shareholder
The shareholding of the Promoter Selling Shareholder and the number of Offered Shares being offered in
the Offer for Sale by the Promoter Selling Shareholder is set out below:
123Sr. Name of the Promoter No. of Equity Percentage Maximum Residual Percentage
No. Selling Shareholder Shares of the pre- number of number of of the post-
(A) Offer Equity Offered Equity Offer Equity
Share capital Shares Shares Share
(B) (A-B) capital*
1. Mohan Agarwal 93,854,881 42.85 11,265,125 82,589,756 [●]
Total 93,854,881 42.85 11,265,125 82,589,756 [●]
*To be updated at Prospectus stage
10. Details of price at which specified securities were acquired in the last three years preceding the date
of this Draft Red Herring Prospectus
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 Promoter, Promoter Group, Selling Shareholders and
Shareholders with nominee director or other rights is disclosed below:
Face value of Acquisition
Number of
Name of the Date of acquisition of equity shares price per
S. No. equity shares
acquirer/shareholder equity shares on the date of equity share#
acquired
acquisition (₹) (in ₹)
Promoters
1. Mohan Agarwal* November 8, 2023 2,879,559(1) 2 Nil
2. Mohan Agarwal* November 8, 2023 2,791,700(2) 2 Nil
3. Mohan Agarwal* December 1, 2023 36,793,570(2) 2 Nil
4. Mohan Agarwal* January 18, 2024 37,760,030(1) 2 Nil
5. Akshay Agarwal November 26, 2024 20,915,009(3) 2 Nil
6. Raghav Agarwal November 26, 2024 21,720,569(3) 2 Nil
Promoter Group
7. NA NA Nil Nil Nil
Shareholders with nominee director or other rights
8. NA NA Nil Nil Nil
* Also a Selling Shareholder.
(1) Transfer by way of gift from Gauri Shankar Agarwala
(2) Transfer by way of gift from Kalawati Agarwal
(3) Transfer by way of gift from Mohan Agarwal
# As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August 27, 2025.
11. Details of shareholding of our Directors, Key Managerial Personnel and Senior Management
Other than as disclosed under “Our Management - Shareholding of Directors in our Company”, “Our
Management - Shareholding of Key Managerial Personnel and Senior Management in our Company” on
pages 310 and 325, respectively, none of our Directors, Key Managerial Personnel and Senior Management
hold any Equity Shares as on the date of this Draft Red Herring Prospectus.
12. Details of lock-in of Equity Shares
(i) Details of Minimum Promoters’ contribution locked in for 18 months
Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted
post-Offer Equity Share capital of our Company held by the Promoters shall be locked in for a period of 18
months as minimum promoters’ contribution from the date of Allotment (“Promoters’ Contribution”), and
the Promoters’ shareholding in excess of 20% of the fully diluted post-Offer Equity Share capital shall be
locked in for a period of six months from the date of Allotment.
Details of the Equity Shares to be locked-in for 18 months from the date of Allotment as Promoters’
Contribution are set forth in the table below:
124Name of No. of Date of Issue / Percentage Percentage Date
Promoters Equity allotment / Nature of Face acquisition of pre- of post- up to
Shares acquisition transaction value price per Offer Offer which
locked- and when (₹) Equity paid-up paid-up Equity
in** made fully Share (₹) capital capital Shares
paid up* (%) (%) are
subject
to
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.
Our Promoters have given consent to include such number of Equity Shares held by them as may constitute
20% of the fully diluted post-Offer Equity Share capital of our Company as 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 of 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 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 offered to the
public in the Offer
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 held by our Promoters and forming part of the Promoter’s Contribution are not
subject to any pledge or any other encumbrance.
(ii) Details of Equity Shares held by other Shareholders which will be locked-in for six months
In addition to the 20% of the fully diluted post-Offer shareholding of our Company held by the Promoters
and locked in for 18 months as specified above and Equity Shares offered by the Selling Shareholders as
part of the Offer for Sale, the entire pre-Offer Equity Share capital of our Company will be locked-in for a
period of 6 months from the date of Allotment, including any unsubscribed portion of the Offer for Sale, in
accordance with Regulations 16(b) and 17 of the SEBI ICDR Regulations.
In terms of Regulation 17(c) of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund
(“VCF”) or alternative investment fund (“AIF”) of category I or category II or a foreign venture capital
investor (“FVCI”) shall not be locked-in for a period of six months from the date of Allotment, provided
that such Equity Shares shall be locked-in for a period of at least six months from the date of purchase by
the venture capital fund or alternative investment fund of category I or category II or foreign venture capital
investor.
Further, any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI
ICDR Regulations.
125(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 30 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 90 days from the date of
Allotment.
(iv) Other requirements in respect of lock-in
(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 and
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.
(b) With respect to the Equity Shares locked-in as Minimum Promoter’s Contribution for 18 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 Offer, which is not applicable in the context of this
Offer.
However, the relevant lock-in period shall continue post the invocation of the pledge referenced above,
and the relevant transferee shall not be eligible to transfer 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, 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 SEBI 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 Offer and locked-in for a period of six months, may be transferred to
any other person holding Equity Shares which are locked in along with the Equity Shares proposed to
be transferred, subject to the continuation of the lock in with the transferee and compliance with the
provisions of the SEBI Takeover Regulations.
13. Our Company, the Selling Shareholders, our Promoters, our Directors and the BRLMs have not entered into
buyback arrangements and / or any other similar arrangements for the purchase of Equity Shares being
offered through the Offer.
14. All Equity Shares issued or transferred pursuant to the Offer shall 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.
15. As on the date of this Draft Red Herring Prospectus, the BRLMs and their respective associates (as defined
in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity
Shares of our Company. The BRLMs and their affiliates may engage in the transactions with and perform
services for our Company in the ordinary course of business or may in the future engage in commercial
banking and investment banking transactions with our Company, for which they may in the future, receive
customary compensation.
16. Except as disclosed in “Our Management – Shareholding of Directors in our Company” on page 310 none
of the Directors or Key Managerial Personnel or Senior Managerial Personnel of our Company hold any
Equity Shares in our Company.
17. No person connected with the Offer, including, but not limited to, our Company, the Selling Shareholders,
the members of the Syndicate, our Promoters, the members of our Promoter Group or our Directors, shall
126offer 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 Offer.
18. Except for the Promoter Selling Shareholder, Promoter Group Selling Shareholders and the Investor Selling
Shareholder, who are offering Equity Shares in the Offer for Sale, none of our other Promoters or members
of our Promoter Group will participate in the Offer.
19. There are no outstanding warrants, options or rights to convert debentures, or other convertible instruments
into Equity Shares as on the date of this Draft Red Herring Prospectus.
20. 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 Offer shall be reported to the
Stock Exchanges within 24 hours of such transactions.
21. The Promoter and members of our Promoter Group will not receive any proceeds from the Offer, except to
the extent of their participation as Promoter Selling Shareholder and Promoter Group Selling Shareholders
in the Offer for Sale.
22. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless
otherwise permitted by law.
23. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.
24. None of the Equity Shares held by our Shareholders are pledged or otherwise encumbered as on the date of
this Draft Red Herring Prospectus. Further, none of the Equity Shares offered for sale through the Offer for
Sale are pledged or otherwise encumbered as on the date of this Draft Red Herring Prospectus.
25. Neither the (i) BRLMs or any associate of the BRLMs (other than mutual funds sponsored entities which
are associates of the BRLMs or insurance companies promoted by entities which are associates of the
BRLMs or AIFs sponsored by the entities which are associates of the BRLMs or FPIs other than individuals,
corporate bodies and family offices which are associates of the BRLMs or pension fund sponsored by entities
which are associate of the BRLMs); nor (ii) any person related to the Promoter or Promoter Group can apply
under the Anchor Investor Portion.
26. Employee Stock Option Plan
Pursuant to the resolutions passed by our Board dated August 27, 2025, and Shareholders dated August 27,
2025, our Company has approved the CMR Employee Stock Option Plan 2025 (“ESOP Scheme 2025”) for
issue of options to the eligible employees which may result in issue of Equity Shares not exceeding
10,952,774 Equity Shares. The ESOP Scheme 2025 has been framed in compliance with the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended.
The employee stock options in terms of the ESOP Scheme 2025 shall only be, issued to the Eligible
Employees (as defined below), in accordance with the prevailing laws.
The objectives of the ESOP Scheme 2025 are to reward employees for their association, dedication and
contribution to the goals of our Company. The Company intends to use this ESOP Scheme 2025 to attract
and retain the key talents by way of rewarding their performance and motivate them to contribute to the
overall corporate growth and profitability.
Eligible Employees: The eligible employee includes an employee of our Company or our Subsidiaries,
whether working in, or outside, India; or a director of our Company, whether whole-time director or not.
However, (a) an employee of our Company who is a Promoter or belongs to the Promoter Group; (b) a director
of our Company who either by himself or through his relatives or through any body corporate, directly or
indirectly, holds more than 10% of the outstanding Equity Shares of our Company; and (c) independent
directors of the Company in terms of the Companies Act, are excluded from the definition of eligible
employees for the purposes of the ESOP Scheme 2025.
Grant of Options and Exercise Price: Options granted under the ESOP Scheme 2025 shall vest not earlier
than minimum period of 1 year and not later than maximum period of 5 years from the Grant Date. Each
127Grant of Options under the ESOP Scheme 2025 shall be made in writing by our Company to the Eligible
Employees by way of Grant Letter containing specific details of the Grant such as number of Options to
which the Grantee is entitled, the Exercise Price, Vesting Conditions, and such other details as the Board may
specify.
Vesting of Options: Options granted under the ESOP Scheme 2025 shall vest not earlier than minimum
period of 1 year and not later than maximum period of 5 years from the Grant Date and further as defined in
their respective Vesting Schedule.
Exercise Period: means the period commencing after Vesting within which the Eligible Employees should
exercise Vested Options.
As of the date of this Draft Red Herring Prospectus, no options have been granted under the ESOP Scheme
2025.
The details of the ESOP Scheme 2025 are as under:
For the period commencing
from April 01, 2025 until
Particulars the date of this Draft Red
Herring Prospectus
Total options outstanding as at the beginning of the period Nil
Total options granted Nil
Exercise price of options in ₹ (as on the date of grant options) Nil
Options forfeited/lapsed/cancelled Nil
Variation of terms of options Nil
Money realized by exercise of options during the year/period Nil
Total number of options outstanding in force at the end of period/year Nil
Total options vested (excluding the options that have been exercised) Nil
Options exercised (since implementation of the ESOP scheme) Nil
The total number of Equity Shares arising as a result of exercise of granted options Nil
(including options that have been exercised)
Employee wise details of options granted to: Nil
(i) Key managerial personnel: Nil
Not applicable as no options granted as on date NA
(ii) Senior managerial personnel: Nil
Not applicable as no options granted as on date NA
Any other employee who receives a grant in any one year of options amounting to Nil
5% or more of the options granted during the year
Identified employees who were granted options during any one year equal to or Nil
exceeding 1% of the issued capital (excluding outstanding warrants and conversions)
of the Company at the time of grant
Diluted earnings per share pursuant to the issue of Equity Shares on exercise of Nil
options in accordance with Ind AS 33 ‘Earnings Per Share.
Where the Company has calculated the employee compensation cost using the Nil
intrinsic value of the stock options, the difference, if any, between employee
compensation cost so computed and the employee compensation calculated on the
basis of fair value of the stock options and the impact of this difference, on the profits
of the Company and on the earnings per share of the Company
Description of the pricing formula and method and significant assumptions used to Nil
estimate the fair value of options granted during the year including, weighted
average information, namely, risk-free interest rate, expected life, expected
volatility, expected dividends, and the price of the underlying share in the market at
the time of grant of option
Impact on the profits and on the Earnings Per Share of the last three years if the Nil
accounting policies specified in the (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 had been followed, in respect of options granted in the
last three years.
Intention of the Key Managerial Personnel and whole-time directors who are holders Nil
128For the period commencing
from April 01, 2025 until
Particulars the date of this Draft Red
Herring Prospectus
of Equity Shares allotted on exercise of options granted to sell their equity shares
within three months after the date of listing of Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising out of an employee stock option scheme within Nil
three months after the listing of Equity Shares, by Directors, senior management
personnel and employees having Equity Shares arising out of an employee stock
option scheme, amounting to more than 1% of the issued capital (excluding
outstanding warrants and conversions)
For the period commencing
from April 1, 2025 until the
Particulars date of this Draft Red
Herring Prospectus
Fair Value of Options at grant date (₹) Nil
Fair Value of Equity Shares at grant date (₹) Nil
Exercise Price (₹) Nil
Dividend Yield (%) Nil
Expected volatility (%) Nil
Risk free interest rate (%)# Nil
Expected life of the option (years) # Nil
129OBJECTS OF THE OFFER
The objects of the Offer are to (i) to carry out the Offer for Sale of up to 42,890,735 Equity Shares of face value
of ₹2 each by the Selling Shareholders, aggregating up to ₹ [●] million; and (ii) achieve the benefits of listing the
Equity Shares on the Stock Exchanges. Further, our Company expects that listing of the Equity Shares will
enhance our visibility and brand image and provide liquidity to our Shareholders and will also provide a public
market for the Equity Shares in India.
Utilisation of the Offer Proceeds by Selling Shareholders
Our Company will not receive any proceeds from the Offer (“Offer Proceeds”). Each of the Selling Shareholders
will be entitled to their respective portion of the Offer Proceeds, post deduction of Offer related expenses and the
relevant taxes thereon to be borne by the Selling Shareholders. For details of Offered Shares by the Selling
Shareholder, see “Other Regulatory and Statutory Disclosures” on page 498.
Offer Expenses
The total expenses of the Offer are estimated to be approximately ₹[●] million. The expenses of this Offer include,
among others, listing fees, selling commission and brokerage, fees payable to the BRLMs, fees payable to legal
counsels, fees payable to the Registrar to the Offer, Escrow Collection Bank(s) and Sponsor Bank(s) to the Offer,
processing fee to the SCSBs for processing application forms, underwriting commission, brokerage and selling
commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery
expenses, advertising and marketing expenses, fees payable to consultants and Statutory Auditors for deliverables
in connection with the Offer and all other incidental and miscellaneous expenses for listing the Equity Shares on
the Stock Exchanges.
Other than the (i) listing fees, which will be solely borne by the Company; and (ii) stamp duty payable on transfer
of the Offered Shares pursuant to the Offer for Sale and fees for legal counsel to each Selling Shareholder, which
shall be solely borne by the Selling Shareholders, as may be mutually agreed amongst the Selling Shareholders,
the Company and each of the Selling Shareholders agree to share the costs and expenses (including all applicable
taxes) directly attributable to the Offer (including fees and expenses of the Book Running Lead Managers, legal
counsels appointed in connection with the Offer, and other intermediaries, advertising and marketing expenses
(other than corporate advertisements expenses and branding of the Company undertaken in the ordinary course of
business by the Company), printing, underwriting commission, procurement commission (if any), brokerage and
selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion
to the number of Equity Shares Allotted by the Company which are being sold by each of the Selling Shareholders
through the Offer for Sale, in accordance with applicable law including section 28(3) of the Companies Act.
In case the Offer is withdrawn or abandoned or for any reason the Offer is not successful or consummated, then
all costs and expenses with respect to the Offer which may have accrued up to the date of withdrawal,
abandonment, or failure shall be borne by the Selling Shareholders in proportion to the number of Equity Shares
the Selling Shareholders has agreed to sell in the Offer. Upon commencement of listing and trading of the Equity
Shares on the Stock Exchanges pursuant to the Offer, each Selling Shareholder shall, severally and not jointly,
reimburse our Company for any expenses in relation to the Offer paid by our Company on behalf of the respective
Selling Shareholder, as mutually agreed, directly from the Public Offer Account except as may be prescribed by
the SEBI or any other regulatory authority.
The break-up for the estimated Offer expenses is set forth below:
Estimated As a % of the total
As a % of the
Activity expenses (₹ in estimated Offer
total Offer size
million)* expenses
BRLM’s fees and commissions (including underwriting
[●] [●] [●]
commission)
Commission/ processing fee for SCSBs(1)(2), Sponsor
Bank(s) and Bankers to the Offer. Brokerage,
underwriting commission and selling commission and [●] [●] [●]
bidding charges for Members of the Syndicate,
Registered Brokers, RTAs and CDPs(3)(4)(5)(6)
Fees payable to the Registrar to the Offer [●] [●] [●]
130Estimated As a % of the total
As a % of the
Activity expenses (₹ in estimated Offer
total Offer size
million)* expenses
Fees payable to the other advisors to the Offer [●] [●] [●]
Statutory Auditors, for issuing the Restated
Consolidated Financial Information, for providing the
statement of special direct and indirect tax benefits
available to our Company and to our Shareholders, [●] [●] [●]
Material Subsidiaries and to verify the details and
provided certifications with respect to certain
information included in the DRHP
Independent chartered engineer, in respect of the (i)
installed capacity, production and capacity utilization of [●] [●] [●]
the manufacturing operations of our Company;
Industry Report provider for preparing the industry
[●] [●] [●]
report, commissioned and paid for by our Company
Others [●] [●] [●]
- Listing fees, SEBI filing fees, upload fees, BSE
& NSE processing fees, book building software [●] [●] [●]
fees and other regulatory expenses
- Printing and distribution of issue stationery [●] [●] [●]
- Advertising and marketing expenses [●] [●] [●]
- Fee payable to legal counsels [●] [●] [●]
- Miscellaneous [●] [●] [●]
*Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price. Offer expenses are estimates
and subject to change.
(1) Selling commission payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional Investors,
which are directly procured and uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. Selling Commission payable to
the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE. No additional
uploading/ processing charges shall be payable by our Company and the Selling Shareholders to the SCSBs on the Bid cum
Applications Forms directly procured by them.
(2) Processing fees payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders which
are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for
blocking, would be as follows:
Portion for Retail Individual Investors* ₹ [●] per valid Bid cum Application Form (plus applicable
taxes)
Portion for Non-Institutional Investors* ₹ [●] per valid Bid cum Application Form (plus applicable
taxes)
*For each valid Bid cum Application Forms
(3) Selling commission, brokerage and processing/ uploading charges on the portion for Retail Individual Investors and the
portion for Non- Institutional Investors which are procured by Syndicate Members (including their sub-Syndicate
Members) Registered Brokers, RTAs, CDPs would be as follows:
Portion for Retail Individual Investors* ₹ [●] per valid Bid cum Application Form (plus applicable
taxes)
Portion for Non-Institutional Investors* ₹ [●] per valid Bid cum Application Form (plus applicable
taxes)
*Amount allotted is the product of the number of Equity Shares Allotted and the Offer Price. Bidding Charges: ₹[●] (plus
applicable taxes) per valid application bid by the Members of the Syndicate (including their sub-Syndicate members)/
RTA/CDPs.
Note: The brokerage/selling commission payable to the Syndicate/sub-Syndicate members will be determined on the basis of
the ASBA Form number/series, provided that the application is also bid by the respective Syndicate/sub-Syndicate member.
For clarification, if an ASBA Bid on the application form number/series of a Syndicate/sub-Syndicate member, is Bid for by
an SCSB, the brokerage/selling commission will be payable to the SCSB and not to the Syndicate/sub-Syndicate member. The
brokerage/selling commission payable to the SCSBs, RTAs and CDPs will be determined on the basis of the bidding terminal
ID as captured in the Bid book of either of the Stock Exchanges. The bidding charges payable to the Syndicate/sub-Syndicate
members will be determined on the basis of the bidding terminal ID as captured in the Bid book of the Stock Exchanges.
Payment of brokerage/selling commission payable to the sub-brokers/agents of the sub-Syndicate members shall be handled
directly by the sub-Syndicate members, and the necessary records for the same shall be maintained by the respective sub-
131Syndicate member.
(4) Selling commission/bidding charges payable to the Registered Brokers, RTAs and CDPs on the portion for Retail
Individual Investors, and portion for Non-Institutional Investors which are directly procured by the Registered Broker
or RTAs or CDPs or submitted to SCSB for processing, would be as follows:
Portion for Retail Individual Investors* ₹ [●] per valid Bid cum Application Form (plus applicable
taxes)
Portion for Non-Institutional Investors* ₹ [●] per valid Bid cum Application Form (plus applicable
taxes)
*For each valid Bid cum Application Forms
(5) Bidding charges of ₹[●] (plus applicable taxes) shall be paid per valid Bid cum Application 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.
Further, in order to determine to which Registered Broker/RTA/CDP, the commission is payable, the terminal from
which the bid has been uploaded will be taken into account.
(6) The Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as follows:
Sponsor Bank(s) ₹ [●] per valid Bid cum Application Form* (plus applicable
taxes)
The Sponsor Bank(s) shall be responsible for making
payments to the third parties such as remitter bank, NCPI
and such other parties as required in connection with the
performance of its duties under the applicable SEBI
circulars, the Syndicate Agreement and other applicable
laws
Payable to Members of the Syndicate (including their sub- ₹ [●] per valid application (plus applicable taxes)
Syndicate Members)/ RTAs / CDPs/ Registered Brokers
The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation in compliance with SEBI ICDR Master Circular
and such payment of processing fees to the SCSBs shall be made in compliance with SEBI ICDR Master Circular.
Monitoring Utilization of Funds
Since the Offer is an Offer for Sale and our Company will not receive any proceeds from the Offer, our Company
is not required to appoint a monitoring agency for the Offer.
Other confirmations
Except to the extent of the proceeds received by the Selling Shareholders pursuant to the Offer to Sale, no part of
the Offer proceeds will be paid by our Company as consideration to our Promoters, the Promoter Group, our
Directors, or our KMPs and SMPs, and there are no material existing or anticipated transactions in relation to
utilisation of Net Proceeds with our Promoters, the Promoter Group, our Directors, our KMPs and SMPs.
132BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company, in consultation with the BRLMs, on the
basis of assessment of market demand for the Equity Shares offered 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 ₹2 each
and the Offer Price is [●] times the Floor Price and [●] times the Cap Price, and Floor Price is [●] times the face
value and the Cap Price is [●] times the face value. Investors should also see “Risk Factors”, “Summary of
Restated Consolidated Financial Information”, “Our Business”, “Restated Consolidated Financial
Information”, and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 44 , 97, 248, 338, and 443 respectively, to have an informed view before making
an investment decision.
Qualitative Factors
We believe the following business strengths allow us to successfully compete in the industry:
1. Leading recycler in the domestic aluminium recycling industry in India with significant entry barriers,
also positioned as a critical enabler of the aluminium industry’s decarbonization imperative
We are the leading non-ferrous metal recycler in terms of installed capacity as of March 31, 2025 and we have
the highest market share in the Indian secondary aluminium market in terms of revenue from operations for the
Fiscal 2025 amongst the peer companies. (Source: ICRA Report). CMR Green Technologies Limited has a
capacity advantage over domestic players, with an installed capacity of around 4 times of the nearest competitor
in the domestic recycled aluminium space, as of March 31, 2025. (Source: ICRA Report). We rank among the
largest players in the global aluminium recycling industry in terms of installed capacity as of 31st March 2025.
2. Leading supplier of liquid aluminium alloy.
We hold the leading position in India’s liquid aluminium market, ranking as the largest supplier of recycled liquid
aluminium by turnover in Fiscal 2025 (Source: ICRA Report). We commenced aluminium supplies through our
manufacturing facilities situated adjacent to the premises of our customers since September 2008, and through
road transport since November 2013 and have been able to increase our market share steadily over the years on
account of our successful track record of quality, consistency and timely delivery of products to our customers.
We also have a geographically diversified business model with revenue from north, west and south India. In India,
the supply of liquid aluminium is limited to only a select group of players, owing to the high technical expertise,
infrastructure, and operational precision required in this space. As a result, only a handful of established and
technologically advanced recyclers and smelters are able to operate in this niche segment (Source: ICRA Report).
3. Strong and diversified supplier base for sourcing raw materials
Due to low domestic availability our Company has been procuring metal scrap from around 198 global suppliers
from 73 countries excluding India, including, from the United States, United Kingdom, New Zealand, Australia,
Europe, Africa, South Africa, Thailand and the UAE, among others. Some of our key suppliers include Sims
Global Commodities PTE Ltd, EMR Usa Holdings LLC, European Metal Recycling, Schnitzer Steel Industries
Inc. (Radius Recycling Inc.), Stemin S.P.A., Indra Recycling GMBH and Gemini Corporation N.V. We also are
also increasing domestic scrap procurement. Given that raw material constitutes a significant portion of our overall
cost, we benefit majorly from a strong, global and diversified supplier base of over 198 suppliers across the six
continents to ensure continuous uninterrupted supplies. We have decade-long relationships with some of our
suppliers.
4. Long-standing relationships with our customers
Over the years we have established long-term relationships with our customers comprising of Tier 1 companies
as well as OEMs, most of whom have been with us for decades. We believe that our customer retention levels
reflect our ability to provide high quality products, and our consistent customer service standards have enabled us
to increase our customer dependence on us. While we have a market share of ~42-45% in terms of volume sold
in the cast alloy segment pertaining to automotive industry for FY2025. (Source: ICRA Report) Our customers
include companies such as Rockman Industries Limited, Sunbeam Auto Private Limited, India Yamaha Motor
Private Limited and Rico Auto Industries Limited, among others, who have been our customers for the last ten
Fiscals. We have grown our customer base over the years to additionally include OEMs and Tier 1 companies
such as one of India’s leading passenger vehicle manufacturing companies, Honda Cars India Limited, Bajaj Auto
133Limited, Hero MotoCorp Limited, Royal Enfield Motors Limited, Endurance Technologies Limited, Rockman
Industries Limited, Craftsman Automation Limited, among others. Further, we regularly export our products to
customers in Japan, Belgium, Germany, China, Thailand.
5. Strategic alliances through joint ventures
To benefit from the technical expertise and marketing reach, we have joint ventures with Toyota Tsusho
Corporation (since 2012), with Nikkei MC Aluminium (since 2012) and with Nippon Light Metal (since
2025).Our Subsidiaries, CMRN, where we presently hold 74% stake, and CMRT, where we presently hold 70%
stake, were set up in partnership with Nikkei and Toyota Tsusho, respectively. Pursuant to these arrangements,
we commenced supplying liquid aluminium through road transport to our customers, which substantially
increased our market share and customer dependence. Further, Nippon Light Metal, Japan, invested 20.00%
shareholding in CMR NLM Eco, engaged in the business of wrought alloy recycling. CMR NLM Eco's ability to
secure a stable supply of scrap and transform it into high quality recycled aluminum billets will be synergized
with Nippon Light Metal technical know-how of billet casting and expertise to build a low carbon billet supply
system. Our association with these players has not only allowed us to leverage their technology for providing
quality products and capabilities but also in development of long-term customers.
6. Our facilities, technology, quality processes and engineering expertise
Our Company conducts its recycling operations at 13 strategically located recycling facilities in India providing
us the benefit of integrated and centralized operations. Among them, (i) three of our facilities situated at Tatarpur,
Manesar and Bawal, are located in the state of Haryana; (ii) two facilities situated at Vanod and one facility
situated at Halol, are located in the state of Gujarat; (iii) one facility each situated at Chennai and Vallam,
respectively, are located in the state of Tamil Nadu; (iv) one facility situated at Haridwar is located in the state of
Uttarakhand; (v) one facility situated at Pune is located in the state of Maharashtra (vi) one facility situated at
Tirupati is located in the state of Andhra Pradesh (vii) one facility situated at Sambalpur is located in the state of
Odisha and (viii) one facility situated at Bhiwadi is located in the state of Rajasthan. As of June 30, 2025 our
installed capacity was 6,05,850 MTPA. Our infrastructure in the manufacturing facilities give us the flexibility to
process various types of metal scrap. Additionally, we employ an extensive and stringent quality control
mechanism at each stage of the manufacturing as well as our recycling process including a multi-stage check of
raw materials, chemical analysis of alloys, microstructure analysis, among others, which are required to ensure
that our finished product conforms with the exact requirement of our customers and successfully passes all
validations and quality checks
7. Experienced and qualified management team with people focused culture
Our Company has experienced robust business growth under the vision, leadership and guidance of our Promoters
and experienced management team who have substantial experience in the field of projects, production,
marketing, HR, law, finance and taxation, among others. Mohan Agarwal, who is also our Chairman and
Managing Director, has over 31 years of experience in the aluminium alloys recycling industry. We place strong
emphasis on fostering a people-focused culture that supports workforce stability and operational excellence. Our
people-focused approach is further demonstrated through our employee engagement and leadership development
programmes, which contribute to better retention rates and underscore our commitment to building a motivated
and stable workforce.
8. Environment friendly business supported by green technologies and processes with focus on ESG
We have the 6th highest score as per S&P Global Corporate Sustainability Assessment (CSA) Score amongst the
companies in the aluminium industry scored by S&P Global (Source ICRA Report). We believe we have
contributed significantly to reducing carbon footprint, environmental degradation and challenges like resettlement
and rehabilitation by reducing the incidence of mining in the country. Climate change continues to be a pressing
concern for the industry as manufacturing of primary aluminium consumes significant natural resources, has large
energy demands and substantial carbon emissions. Aluminium is endlessly recyclable without any loss in quality,
making it an ideal material for sustainable industrial use (Source: ICRA Report). We use modern pollution control
equipment in our facilities like baghouses for controlling pollution and collecting dust and gases emitted by
furnace and other equipment. In order to further optimise energy consumption in our facilities, we use regenerative
burners that help us to significantly reduce our oil and gas consumption to melt metal in furnaces. We are using
solar power in our Tatarpur, Vanod and Chennai units and will keep adding more.
For details, see “Our Business- Our Competitive Strengths” on page 251.
134Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated
Financial Information. For details, see “Restated Consolidated Financial Information” and “Other Financial
Information” on pages 338 and 439, respectively.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
1. Basic and Diluted Earnings Per Equity Share (EPS), as adjusted for change in capital:
Period Basic EPS (in ₹) Diluted EPS (in ₹) Weight
Financial year ended March 31, 2025 6.50 6.50 3
Financial year ended March 31, 2024 (38.32) (38.32) 2
Financial year ended March 31, 2023 4.41 4.41 1
Weighted Average* (8.79) (8.79)
* As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August
29, 2025.
Notes:
EPS has been calculated in accordance with the Indian Accounting Standard 33 – ‘Earning per share’ notified under
the Companies (Indian Accounting Standards) Rules, 2015. The above statement should be read with significant
accounting policies and notes on Restated Summary Statements.
*Weighted Average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight)
for each year/Total of weights
The face value of equity shares of the Company is ₹2 per share
Basic EPS (₹) = Net profit/ (loss) after tax, as restated attributable to equity shareholders divided by weighted average
number of Equity Shares outstanding during the year.
Diluted EPS (₹) = Net profit / (loss) after tax, as restated attributable to equity shareholders divided by weighted
average number of diluted Equity Shares outstanding during the year.
2. Price Earning Ratio (P/E) in relation to Offer Price of ₹ [●] per Equity Share:
Particulars P/E at lower end of P/E at higher end of P/E at Offer Price
the Price Band* the Price Band* (no. of times)*
Basic EPS as per the Restated - - -
Consolidated Financial Statements
for the year ended March 31, 2025
Diluted EPS as per the Restated - - -
Consolidated Financial Statements
for the year ended March 31, 2025
*To be populated after finalization of Price Band
3. Industry Peer Group P/E ratio:
Particulars P/E Ratio
Highest 82.70
Lowest 32.69
Average 51.71
Notes:
(1) The Industry high and low has been considered from the industry peer set which includes Gravita India Limited, Pondy Oxides
and Chemicals Limited, Baheti Recycling Industries Limited.
(2) The financial information for listed industry peers Gravita India Limited and Pondy Oxides and Chemicals Limited is
consolidated and sourced from their audited annual results for the year ended March 31, 2025, while Baheti Recycling Industries
Limited’s financials are standalone, based on its audited results for the same period.
(3) P/E Ratio has been computed based on the closing market price of equity shares on BSE or NSE on August 18, 2025 divided by
the Diluted EPS provided.
4. Average Return on Net Worth (RoNW):
As per Restated Consolidated Financial Statements of the Company:
135Period RoNW* (%) Weight
Financial year ended March 31, 2025 31.08% 3
Financial year ended March 31, 2024 (265.90%) 2
Financial year ended March 31, 2023 8.17% 1
Weighted Average** (71.73)%
* Return on Net Worth (%) is calculated as restated profit attributable to owners of the Company divided by net worth
for the year where Net worth means the aggregate value of the paid-up share capital and all reserves created out of
the profits and securities premium account and debit or credit balance of profit and loss account, after
deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure
not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets,
write-back of depreciation and amalgamation
**The weighted average is a product of RoNW and respective assigned weight dividing the resultant by total aggregate
weight.
5. Net Asset Value (NAV) per Equity Share:
a. As on March 31, 2025 as per the Restated Consolidated Financial Information: ₹ 20.93 per Equity
Share
b. After the Offer as per Restated Consolidated Financial Information:
i. At the Floor Price: ₹ [●]
ii. At the Cap Price: ₹ [●]
iii. At the Offer Price: ₹ [●]
6. Comparison of accounting ratios with Listed Industry Peers
Our Company has identified the entities set out below as comparable peers as each of the identified peer
operates in the industry in which we operate i.e., Metal Recycling & Recovery Market catering to global
customers.
Face
EPS NAV P/E as on
Name of Value Total Income (₹ RONW
(₹ per August 18,
Company (₹ per in million) (%)
(₹ per share) share) 2025
sha re)
Basic Diluted
CMR Green 2 66,966.63 6.50 6.50 20.93 NA 31.08%
Technologies
Limited
Pondy Oxides 5 20,591.56 13.60 13.56 210.82 82.70 9.79%
and Chemicals
Limited
Gravita India 2 39,806.10 45.11 45.11 280.44 39.76 15.06%
Limited
Baheti 10 5,245.39 17.37 17.37 57.02 32.69 30.46%
Recycling
Industries
Limited
Source:
1. The financial information for listed industry peers Gravita India Limited and Pondy Oxides and Chemicals Limited is consolidated and
sourced from their audited annual results for the year ended March 31, 2025, while Baheti Recycling Industries Limited’s financials are
standalone, based on its audited results for the same period.
2. P/E Ratio has been computed based on the closing market price of equity shares on BSE or NSE on August 18th, 2025 divided by the
Diluted EPS provided.
3. Return on Net Worth (%) for company is calculated as restated profit attributable to owners of the Company divided by net worth for the
year where Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated
losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation
4. Return on Net Worth (%) for peers is calculated as profit for the year divided by Net Worth as at the end of the year. ‘Net Worth’ is
calculated as aggregate of share capital and other equity including non-controlling interest
1365. NAV per equity share has been computed as the net worth divided by the total number of shares outstanding, as at March 31, 2025.
7. Key Performance Indicators:
The KPIs disclosed below have been used historically by the Company to understand and analyse the
business performance, which in result, help us in analysing the growth of business verticals in comparison
to the peers. The Company considers that the KPIs set forth below are the ones that may have a bearing
for arriving at the basis for the Offer Price. The KPIs disclosed below have been approved and confirmed
by a resolution of the Audit Committee dated August 29, 2025. Further, the members of the Audit
Committee have confirmed that there are no KPIs pertaining to the company that have been disclosed to
any investors at any point of time during the three years prior to the date of filing of the Draft Red Herring
Prospectus. Further, the KPIs disclosed herein have been certified by the Statutory Auditors, by certificate
dated August 29, 2025.
For details of the other operating metrics disclosed elsewhere in the Red Herring Prospectus, see “Our
Business”, and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 248 and 443, respectively.
The 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 Directors of the company),
until the later of (a) one year after the date of listing of the Equity Shares on the Stock Exchanges; and (b)
complete utilisation of the proceeds of the Fresh Issue as disclosed in “Objects of the Offer” on page 130
or for such other duration as may be required under the SEBI ICDR Regulations.
Details of the KPIs for the Financial Years ended March 31, 2025, March 31, 2024, March 31, 2023:
Particulars Unit As of and for Fiscal
2025 2024 2023
Financial KPIs
Revenue from operations ₹ in million 66,664.85 59,524.42 58,685.07
Growth in Revenue from operations % 12.00% 1.43% NA
EBITDA (1) ₹ in million 3,037.17 2,174.04 2,070.14
Profit before exceptional item and tax ₹ in million 2,050.61 1,295.35 1,378.77
Profit/ (loss) for the year ₹ in million 1,550.38 (8,385.57)* 1,045.07
Net Debt to Equity (2) Times 0.58x 0.36x 0.15x
Net Fixed Assets Turnover Ratio (3) Times 8.14x 9.31x 11.36x
Operational KPIs
Revenue split by metal type(4) ₹ in million 66,639.69 59,463.73 58,556.30
- Aluminium & zinc alloys ₹ in million 53,967.03 47,097.08 44,599.10
- Segregation and recycling of other metals revenue ₹ in million 12,672.66 12,366.67 13,957.20
Number of manufacturing facilities Nos. 13 11 11
* PAT is negative in Fiscal 2024 on account of an exceptional item of ₹ 12,396.27 million created on account of impairment of non-cash
goodwill
Notes:
(1) EBITDA is calculated as Profit/(loss) for the year add Finance costs, Depreciation and amortization expense, Exceptional
item and Total tax expenses/(credit) less other income and Share in (loss) of Joint Ventures (net of tax).
(2) Net Debt to equity is calculated as the Net Debt divided by Total Equity (including non-controlling interest) where net
debt represents sum of non-current borrowings and current borrowings less cash and cash equivalent and other bank
balances
(3) Net Fixed Assets Turnover Ratio is calculated as revenue from operations divided by sum of Net Property, plant and
equipment, Capital work-in-progress, Intangible assets, Intangible assets under development and right of use assets.
(4) Revenue split by metal type refers to the total revenue generated by the company, excluding export incentives into
Aluminium and zinc alloys revenue and Segregation and recycling of other metals revenue.
Explanation for KPI metrics
Sr. List of KPIs identified by the Company Explanations provided by the Company
137No.
1 Revenue from operations Revenue from operations is used by our Company to track
the revenue profile of the business and assess the overall
financial performance of the Company and size of the
business.
2 Growth in Revenue from operations This metric reflects the percentage change in our revenue
from operations compared to the same period last year. It
highlights the growth trajectory of our core business
activities. A positive YoY growth indicates that our
primary operations are expanding.
3 EBITDA EBITDA represents our operating profitability by
measuring earnings generated from core business activities,
excluding the impact of financing decisions, tax
environment, and non-cash expenses.
4 Profit before exceptional item and tax Profit before exceptional item and tax for the year
represents the attributable to the owners of the company
after deducting all expenses, including taxes, reflecting the
Group's profitability during a given year before taxes.
5 Profit/(loss) for the year Profit/(loss) for the year represents the net earnings/(losses)
attributable to the owners of the company after deducting
all expenses, including taxes, reflecting the Group's true
profitability during a given year.
6 Net Debt to Equity Net Debt to Equity ratio represents the proportion of net
debt (total debt minus cash and cash equivalents and other
bank balances) to total equity, reflecting our company’s
true financial leverage after accounting for available cash
resources.
7 Net Fixed Assets Turnover Ratio Net fixed assets turnover ratio represents how efficiently
our company generates sales from its existing fixed assets.
8 Revenue split by metal type Revenue split by metal type enables our company to
monitor revenue contributions from each recycled metal
category and evaluate overall financial performance,
excluding export incentives.
9 Aluminum & zinc alloys Revenue from the sale of aluminium and zinc alloys is used
by our Company to specifically track income generated
from recycled Aluminium
10 Segregation and recycling of other metals Revenue contribution from the segregation and recycling of
revenue other metals is used by our Company to monitor revenue
generated from metals such as stainless steel, copper, and
others.
11 Number of manufacturing facilities Number of manufacturing facilities is the overall
manufacturing units of the Company
Comparison of KPIs based on additions or dispositions to our business
No material acquisition or disposition of assets / business have taken place during the periods that are covered by
the KPIs.
8. Comparison of Key Performance Indicators with Listed Industry Peers
Particular Unit CMR Green Technologies Limited Pondy Oxides and Chemicals Ltd. Gravita India Ltd. (consolidated) Baheti Recycling Industries
s (Consolidated) (Consolidated) Ltd. (Standalone)
Fiscal 2025 Fiscal Fiscal Fiscal Fiscal Fiscal 2023 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2024 2023 2025 2024 2025 2024 2023 2025 2024 2023
Financial KPIs
Revenue ₹ 66,664.85 59,524.42 58,685.07 20,569 15,424.05 14,761.81 38,687.70 31,607.50 28,006.00 5,243.07 4,293.45 3,599.
from million .05 63
operations
Year-on- % 12.00% 1.43% NA 33.36 4.49% 1.47% 22.40% 12.86% 26.39% 22.12% 19.27% 44.91
Year % %
growth in
Revenue
from
138Particular Unit CMR Green Technologies Limited Pondy Oxides and Chemicals Ltd. Gravita India Ltd. (consolidated) Baheti Recycling Industries
s (Consolidated) (Consolidated) Ltd. (Standalone)
Fiscal 2025 Fiscal Fiscal Fiscal Fiscal Fiscal 2023 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2024 2023 2025 2024 2025 2024 2023 2025 2024 2023
operations
₹ 3,037.17 2,174.04 2,070.14 1,048. 720.78 770.25 3,240.80 2,835.50 1,976.10 406.34 203.31 131.56
EBITDA(1)
59
Profit Rs. 2,050.61 1,295.35 1,378.77 782.85 440.13 633.63 3,634.60 2,741.50 2,275.90 241.16 92.86 69.58
before Million
exceptiona
l item and
tax
Profit after ₹ 1,550.38 (8,385.57) 1,045.07 580.55 318.72 750.51 3,129.00 2,422.80 2,040.90 180.10 72.01 52.84
tax (PAT) million *
Net Debt In 0.58x 0.36x 0.15x 0.12x 0.20x 0.56x (0.06x) 0.52x 0.51x 2.40x 2.37x 1.96x
to Equity(2) times
Fixed asset In 8.14x 9.31x 11.36x 8.62x 9.55x 9.83x 8.25x 8.08x 8.78x 23.89x 23.94x 39.16x
turnover times
ratio(3)
Operational KPI
Revenue 66,639.69 59,463.73 58,556.30 20,569 15,424.05 14,761.81 38,687.70 31,607.50 28,006.00 5,243.07 4,293.45 3,599.
split by ₹ .05 63
metal Million
type(4)
Aluminum 53,967.03 47,097.08 44,599.10 NA NA NA NA NA NA NA NA NA
₹
& Zinc
Million
Alloys
- 12,672.66 12,366.67 13,957.20 NA NA NA NA NA NA NA NA NA
Segregatio
n and
₹
recycling
Million
of other
metals
revenue
Number of 13 11 11 4 4 4 12 11 11 NA NA NA
manufactu
Nos
ring
facilities
* PAT is negative in Fiscal 2024 on account of an exceptional item of ₹ 12,396.27 million created on account of impairment of non-cash
goodwill
Notes:
(1) EBITDA is calculated as Profit/(loss) for the year add Finance costs, Depreciation and amortization expense,
Exceptional item and Total tax expenses/(credit) less other income and Share in (loss) of Joint Ventures (net of tax).
(2) Net Debt to equity is calculated as the Net Debt divided by Total Equity (including non-controlling interest) where net
debt represents sum of non-current borrowings and current borrowings less cash and cash equivalent and other bank
balances
(3) Net Fixed Assets Turnover Ratio is calculated as revenue from operations divided by sum of Net Property, plant and
equipment, Capital work-in-progress, Intangible assets, Intangible assets under development and right of use assets.
(4) Revenue split by metal type refers to the total revenue generated by the company, excluding export incentives into
Aluminium and zinc alloys revenue and Segregation and recycling of other metals revenue.
9. Weighted average cost of acquisition (WACA), Floor Price and Cap Price:
Past transactions Weighted average cost Floor Price (₹)* Cap Price (₹)*
of acquisition per
Equity Share (₹)
Weighted average cost of Not applicable [●] times [●] times
acquisition of issued any
equity shares or convertible
securities, excluding the
issuance of bonus shares,
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 paid-up share
capital of our Company
139Past transactions Weighted average cost Floor Price (₹)* Cap Price (₹)*
of acquisition per
Equity Share (₹)
(calculated based on the pre-
Offer capital before such
transaction(s)), in a single
transaction or multiple
transactions combined
together over a span of
rolling 30 days
Weighted average cost of Not applicable [●] times [●] times
acquisition of secondary
sales / acquisitions of Equity
Shares or any convertible
securities, where the
Promoters, members of the
Promoter Group, Promoter
Selling Shareholders or
Shareholder having the right
to nominate a director on our
Board are a party to the
transaction (excluding gifts),
during the 18 months
preceding the date of this
Draft Red Herring
Prospectus, where either
acquisition or sale is equal to
or more than 5% of the paid
up share capital of our
Company (calculated based
on the pre-Offer capital
before such transaction/s), in
a single transaction or
multiple transactions
combined together over a
span of rolling 30 days
Since there are no primary or secondary transactions to report under both the points above, the following
are the details weighted average cost of acquisition based on the last five primary or secondary transactions
(secondary transactions where Promoters, members of the Promoter Group, Promoter Selling Shareholders,
or Shareholder having the right to nominate a Director on our Board, are a party to the transaction), not
older than three years prior to the date of this Draft Red Herring Prospectus irrespective of the size of the
transactions
(a) Based on primary Not applicable [●] times [●] times
transactions
(b) Based on secondary Not applicable [●] times [●] times
transactions
*To be updated at Prospectus stage
Weighted Average cost of Acquisition (WACA) to Cap Price
Period WACA (INR) Floor Price* (₹ [●]) is Cap Price* (₹ [●]) is ‘X’ times
‘X’ times the WACA the WACA
For 3 years Nil [●] [●]
Last 18 months Nil [●] [●]
For 1 year Nil [●] [●]
*To be updated at Prospectus stage
14010. Justification for Basis for the Offer Price
Set out below is an explanation for Offer Price / Cap Price being ₹ [●] in comparison to our WACA of primary
and secondary transactions set out in paragraph 9(a) and 9(b) above along with our Company's key performance
indicators and financial ratios for the Fiscals 2025, 2024, and 2023, and in view of the external factors which may
have influenced the pricing of the Issue, if any. For details of our key performance indicators, see ‘Key
Performance Indicators’ on page 137.
[●]*
*To be included upon finalisation of Price Band
11. The Offer Price will be [●] times of the face value of the Equity Shares
The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLMs, on the basis of
assessment of market demand from investors for Equity Shares through the Book Building Process and is justified
in view of the above qualitative and quantitative parameters. Investors should read the above information along
with “Risk Factors”, “Our Business”, “Restated Consolidated Financial Information” and “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations” on pages 44, 248, 338, 443,
respectively. The trading price of the Equity Shares could decline due to the factors mentioned in “Risk Factors”
or any other factors that may arise in the future and you may lose all or part of your investments.
141STATEMENT OF SPECIAL TAX BENEFITS
August 27, 2025
To
The Board of Directors
CMR Green Technologies Limited
7th Floor, Tower 2, L & T Business Park
12/4 Delhi, Mathura Road Faridabad – 121 003
Haryana, India
Equirus Capital Private Limited
12th Floor, C Wing, Marathon Futurex
N. M. Joshi Marg, Lower Parel
Mumbai – 400 013
Maharashtra, India.
and
ICICI Securities Limited
ICICI Venture House
Appasaheb Marathe Marg, Prabhadevi
Mumbai – 400 025
Maharashtra, India.
and
Motilal Oswal Investment Advisors Limited
Motilal Oswal Tower, Rahimtullah Sayani Road
Opposite Parel ST Depot, Prabhadevi
Mumbai- 400 025
Maharashtra, India
(Equirus Capital Private Limited, ICICI Securities Limited and Motilal Oswal Investment Advisors Limited and
any other book running lead manager which may be appointed are hereinafter referred to as the “Book Running
Lead Managers” or the “BRLMs”)
Sub: Proposed initial public offering of equity shares (“Equity Shares”) by CMR Green Technologies
Limited (“Company”) through an offer for sale by the existing shareholders (“Offer”)
Statement of possible special tax benefits (under direct and indirect tax laws) available to CMR Green
Technologies Limited (‘the Company’), its shareholders and CMR Nikkei India Private Limited, CMR
Toyotsu Aluminium India Private Limited, CMR Aluminium Private Limited (collectively “Material
Subsidiaries”) in accordance with the requirements under Schedule VI (Part A)(9)(L) of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
(“SEBI ICDR Regulations”).
Dear Sirs/Madam,
We hereby confirm that the enclosed Annexure A and Annexure B, prepared by the Company, provides the
possible special tax benefits available to the Company, its shareholders and its Material Subsidiaries as under:
1. the Income-tax Act, 1961 (“the Act”) as amended by the Finance Act, 2025, i.e. applicable for the
Financial Year 2025-26 relevant to the Assessment Year 2026-27, presently in force in India; and
2. the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017/
respective State Goods and Services Tax Act, 2017 (“GST Act”), the Customs Act, 1962 (“Customs
142Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) as amended by the Finance Act, 2025 including
the relevant rules, notification and circulars issued there under applicable for the Financial Year 2025-26
and the Foreign Trade Policy 2023, presently in force in India
The Indian tax laws in Annexure A and Annexure B in respect of the Company, its shareholders and its Material
Subsidiaries as defined in paragraph 1 and 2 above, are collectively referred to as the “Relevant Acts”. Further,
Annexure A and Annexure B is hereinafter referred to as the “Annexure”.
Several of these benefits are dependent on the Company or its shareholders or its Material Subsidiaries fulfilling
the conditions prescribed under the specific provisions of the relevant Acts. Hence, the ability of the Company or
its shareholders to derive the tax benefits is dependent upon their fulfilling such conditions which, based on
business imperatives the Company faces in the future, the Company and/or its shareholders may or may not choose
to fulfil.
The benefits detailed in the enclosed Annexure are not exhaustive and the preparation of the contents stated in the
Annexure is the responsibility of the Company’s management. We are informed that this Annexure is only
intended to provide general information 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 (the “Proposed IPO”) of the Company. We
are neither suggesting nor advising the investors to invest in the offering relying on this statement.
We do not express any opinion or provide any assurance as to whether:
a) The Company and its shareholders and its Material Subsidiaries will continue to obtain these benefits in
the future;
b) The conditions prescribed for availing of the benefits have been/would be met with; and
c) The revenue authorities/courts will concur with the views expressed herein.
The contents of the enclosed Annexure are based on information, explanations and representations obtained from
the Company on the basis of our understanding of the business activities and operations of the Company and its
Material Subsidiaries. We have relied upon the information and documents of the Company and its material
subsidiaries and have not audited or tested them. Our view, under no circumstances, is to be considered as an audit
opinion under any regulation or law.
This Statement is issued solely in connection with the proposed Offer and is not to be used, referred to or
distributed for any other purpose.
We have no responsibility to update this report for events and circumstances occurring after the date of this report.
Yours sincerely,
For ASA & Associates LLP
Chartered Accountants
Firm Registration No: 009571N/N500006
Nitin Gupta
Partner
Membership No.: 122499
UDIN: 25122499BMKWQG6115
Place: New Delhi
143ANNEXURE A
I. STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO CMR GREEN
TECHNOLOGIES LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER THE
APPLICABLE DIRECT TAXES
Under Income Tax Act, 1961, as amended by finance Act, 2025, applicable for the Financial Year
(‘FY’) 2025-2026, relevant to Assessment Year (‘AY’) 2026-2027.
1. Special tax benefits available to the Company under the Act
A - Lower Corporate tax rate under section 115BAA of the Act-
Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 ("the Amendment Act,
2019") w.e.f. FY 2019-20 granting an option to domestic companies to compute corporate tax at a reduced
rate of 25.17% (22% plus surcharge of 10% and cess of 4%), provided such companies do not avail
specified exemptions/ incentives. The Amendment Act, 2019 further provides that domestic companies
availing such option will not be required to pay Minimum Alternate Tax ("MAT") under Section 1 l5JB.
The CBDT has further issued Circular 29/2019 dated October 02, 2019, clarifying that since the MAT
provisions under Section l l5JB itself would not apply where a domestic company exercises option of
lower tax rate under Section 115BAA, MAT credit would not be available.
The Company has elected to exercise the option of beneficial tax rate under Section 115BAA of the Act
from FY 2019-20. As the Company has opted for the beneficial tax rate introduced by the ordinance, they
will not be eligible to avail the exemptions/ incentives as specified under Section 115BAA of the Act.
Further, the option once exercised by the Company cannot be subsequently withdrawn for the same or
any other FY.
B - Deductions from Gross Total Income
• Section 80 JJAA of the Act - Deduction in respect of employment of new employees
Subject to fulfilment of prescribed conditions, the Company is entitled to claim deduction , under the
provisions of Section 80JJAA of the Act, of an amount equal to thirty per cent of additional employee
cost (relating to specified category of employees) incurred in the course of business in the previous year,
for three assessment years including the assessment year relevant to the previous year in which such
employment is provided.
The deduction u/s 80JJAA of the Act shall be applicable even if the Company avails the benefits of the
special rate u/s 115BAA of the Act.
• Section 80M of the Act - Deduction in respect of inter-corporate dividends
Section 80M has been inserted by the Finance Act, 2020 w.e.f. FY 2020-21, providing for deduction from
gross total income of a domestic company, of an amount equal to dividends received by such company
from another domestic company or a foreign company or a business trust as does not exceed the amount
of dividend distributed by it on or before one month prior to the date of filing its tax return as prescribed
under Section 139(1) of the Act.
Where the Company receives any such dividend during a financial year and also, distributes dividend to its
shareholders before the aforesaid date, as may be relevant to the said FY, it shall be entitled to the deduction
under Section 80M of the Act. The deduction u/s 80M of the Act shall be applicable even if the Company
avails the benefits of the special rate u/s 115BAA of the Act.
2. Special Tax benefit available to the shareholders
There are no special tax benefits available to the shareholders of the Company.
144Notes: -
1. The above statement of special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership
and disposal of shares.
2. The above statement covers only certain special tax benefits under the Act, read with the relevant rules,
circulars and notifications and does not cover any benefit under any other law in force in India. This
statement also does not discuss any tax consequences, in the country outside India, of an investment in
the shares of an Indian company. The above are based on the existing provisions of the tax laws and its
interpretation, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions. Any such change, which could also be retrospective, could have an
effect on the validity of the above.
3. The above statement of special tax benefits is as per the current direct tax laws relevant for the assessment
year 2025-26. Several of these benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant provisions of the Tax Laws.
4. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject
to any benefits available under the relevant Double Taxation Avoidance Agreement, if any, entered into
between India and the country in which the non-resident has fiscal domicile.
5. This statement is intended only to provide general information to investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax
consequences, each investor is advised to consult his or her tax advisor with respect to specific tax
consequences of his/her investment in the shares of the Company.
6. No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
The views are based on the existing provisions of law and their interpretation, which are subject to
changes from time to time. We do not assume responsibility to update the views consequent to such
changes.
II. STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO CMR GREEN
TECHNOLOGIES LIMITED AND ITS SHAREHOLDERS UNDER THE APPLICABLE INDIRECT
TAXES
The Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017/ respective
State Goods and Services Tax Act, 2017 (“GST Act”), the Customs Act, 1962 (“Customs Act”) and the
Customs Tariff Act, 1975 (“Tariff Act”) as amended by the Finance Act, 2025 including the relevant rules,
notification and circulars issued there under applicable for the Financial Year 2025-26 and Foreign Trade
Policy, 2023, presently in force in India.
1. Special indirect tax benefits available to the Company
A. The Company is eligible to avail the Benefit of refund under GST as per any or both of the following
scenarios:
i. Refund of unutilized input tax credit on account of zero-rated supplies made without payment of tax, as
provided under Section 54(3) of the CGST Act.
ii. Refund of any unutilized balance in the electronic cash ledger due to GST TDS under Section 51 of the
CGST Act is eligible for refund under Section 54(1) of the CGST Act.
B. The Company is eligible for, and is availing, the benefits under the Customs Act, 1962 (“Customs Act”) and
the Customs Tariff Act, 1975 (“Tariff Act”), as amended by the Finance Act, 2025, including the relevant
145rules, notifications, and circulars issued thereunder, applicable for the Financial Year 2025-26. The Company
is also availing benefits under the Foreign Trade Policy, 2023, presently in force in India.
C. The Company is availing licences under the Export Promotion Capital Goods (EPCG) Scheme and the
Advance Authorization (AA) Scheme, as per Chapters 5 and 4 of the Foreign Trade Policy (FTP),
respectively. Under both schemes, the Company is entitled to exemptions from Basic Customs Duty, Social
Welfare Surcharge, and Integrated Goods and Services Tax (IGST) on the import of goods/capital goods
intended for export production.
D. The Company is eligible for benefits available for Tier 2 Status holder under Authorized Economic Operator
(AEO) programme of Indian Customs.
AEO is a programme under the aegis of the World Customs Organization (WCO) SAFE Framework of
Standards to secure and enhance international supply chain security and facilitate movement of legitimate
goods across international borders. The Indian customs AEO programme, vide Circular 33/2016-Customs
dated 22.07.2016, is administered by the Central Board of Indirect taxes and Customs ("CBIC"), India. AEO
programme is a voluntary programme that applies to all business entities participating in the global supply
chain. AEO seeks to provide tangible benefits in the form of faster Customs clearances and simplified
Customs procedures (inter-alia including deferred payment of customs duty) to the Operators who offer a
high degree of security guarantees in respect of their role in the supply chain.
Since the Company is engaged in regular import transactions, therefore, the Company has obtained AEO
Tier-2 status. The AEO status and benefits are provided subject to prescribed conditions.
E. The Company is eligible to claim the benefits provided under the Free Trade Agreements (FTAs) as entered
between India and other countries. In FTAs, two or more countries agree to reduce or eliminate customs tariff
and non-tariff barriers on substantial trade between them.
F. The Company is also availing benefits under the Remission of Duties and Taxes on Exported Products
(RoDTEP) Scheme, in accordance with the Foreign Trade Policy 2023, as amended time to time. The scheme
allows refund, currently un-refunded:
Duties/ taxes / levies, at the Central, State and local level, borne on the exported product, including prior stage
cumulative indirect taxes on goods and services used in the production of the exported product and such
indirect Duties/ taxes / levies in respect of distribution of exported product.
G. The Company is eligible to avail duty concession/ exemption benefit under Exemption Notifications issued
under Customs Act, 1962. The Company is availing benefits under Notification No. 50/2017, dated
30.06.2017 to enjoy concessional/ exempted rate of import duties on import of products such as aluminium
scrap, etc. subject to the conditions mentioned therein.
H. The Company is availing the duty drawback benefits under Section 75 of the Customs Act, 1962. Duty
drawback is provided as a rebate of duties chargeable on imported materials used in the manufacture or
processing of goods produced in India and exported. However, the company may have applied for brand rate
of drawback in case all the industry rate of the company’s export is not notified.
2. Special indirect tax benefits available to Shareholders
There are no indirect tax benefits applicable in the hands of the shareholders for investing in the shares of the
Company.
Notes:
1. The above statement of special tax benefits is based on the best understanding of Company's business
landscape and tax benefits available to the Company and its shareholders under the current tax laws presently
146in force in India. Several of these benefits are dependent on the Company or its shareholder fulfilling the
conditions prescribed under the relevant tax laws.
2. This statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences,
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 issue.
3. This statement does not discuss any tax consequences in the country outside India of an investment in the
Shares. The subscribers of the Shares in the country other than India are urged to consult their own
professional advisers regarding possible indirect-tax consequences that apply to them.
4. The above statement covers only above-mentioned tax laws benefits and does not cover any income tax law
benefits or benefit under any other law.
5. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretations, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such change.
147ANNEXURE B
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO MATERIAL
SUBSIDIARY COMPANY
I. STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO MATERIAL SUBSIDIARIES
UNDER THE APPLICABLE DIRECT TAXES
Under Income Tax Act, 1961, as amended by Finance Act, 2025, applicable for the Financial Year
(‘FY’) 2025-2026, relevant to Assessment Year (‘AY’) 2026-2027.
1. Special tax benefits available to the CMR Nikkei India Private Limited, CMR Toyotsu Aluminium
India Private Limited and CMR Aluminium Private Limited under the Act
A - Lower Corporate tax rate under section 115BAA of the Act-
CMR Nikkei India Private Limited and CMR Toyotsu Aluminium India Private Limited; Section
115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 ("the Amendment Act, 2019")
w.e.f. FY 2019-20 granting an option to domestic companies to compute corporate tax at a reduced rate
of 25.17% (22% plus surcharge of 10% and cess of 4%), provided such companies do not avail specified
exemptions/ incentives. The Amendment Act, 2019 further provides that domestic companies availing
such option will not be required to pay Minimum Alternate Tax ("MAT") under Section 1l5JB. The
CBDT has further issued Circular 29/2019 dated October 02, 2019, clarifying that since the MAT
provisions under Section l l5JB itself would not apply where a domestic company exercises option of
lower tax rate under Section 115BAA, MAT credit would not be available.
The CMR Nikkei India Private Limited, CMR Toyotsu Aluminium India Private Limited has elected to
exercise the option of beneficial tax rate under Section 115BAA of the Act from FY 2019-20. As the
Company has opted for the beneficial tax rate introduced by the ordinance, they will not be eligible to
avail the exemptions/ incentives as specified under Section 115BAA of the Act. Further, the option once
exercised by the Company cannot be subsequently withdrawn for the same or any other FY.
CMR Aluminium Private Limited has opted for section 115BAB to a domestic Company to compute
corporate tax at the rate of 17.16 (15% plus surcharge of 10% and cess of 4%), provided that it is
incorporated on or after 1st October 2019, and Commences manufacturing or production on or before
31st March 2024. It is not formed by splitting up or reconstruction of an existing business and does not
engage in any other business except manufacturing.
Provided that such Companies do not avail of a specific exemption/ incentive. Further, Act provides that
the domestic Companies availing such option will not be required to pay Minimum Alternate Tax (MAT)
under section 115JB. However, once the option is opted by the Company cannot be withdrawn for any
subsequent year.
B - Deductions from Gross Total Income
• Section 80 JJAA of the Act - Deduction in respect of employment of new employees
Subject to fulfilment of prescribed conditions, the CMR Nikkei India Private Limited, CMR Toyotsu
Aluminium India Private Limited and CMR Aluminium Private Limited is entitled to claim deduction ,
under the provisions of Section 80JJAA of the Act, of an amount equal to thirty per cent of additional
employee cost (relating to specified category of employees) incurred in the course of business in the
previous year, for three assessment years including the assessment year relevant to the previous year in
which such employment is provided.
The deduction u/s 80JJAA of the Act shall be applicable even if the Company avails the benefits of the
special rate u/s 115BAA and 115 BAB of the Act.
• Section 80M of the Act - Deduction in respect of inter-corporate dividends
148Section 80M has been inserted by the Finance Act, 2020 w.e.f. FY 2020-21, providing for deduction from
gross total income of a domestic company, of an amount equal to dividends received by such company
from another domestic company or a foreign company or a business trust as does not exceed the amount
of dividend distributed by it on or before one month prior to the date of filing its tax return as prescribed
under Section 139(1) of the Act.
Where the Company receives any such dividend during a FY and also, distributes dividend to its
shareholders before the aforesaid date, as may be relevant to the said FY, it shall be entitled to the deduction
under Section 80M of the Act. The deduction u/s 80M of the Act shall be applicable even if the Company
avails the benefits of the special rate u/s 115BAA and 115 BAB of the Act.
Notes: -
1. The above statement of special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership
and disposal of shares.
2. The above statement covers only certain special tax benefits under the Act, read with the relevant rules,
circulars and notifications and does not cover any benefit under any other law in force in India. This
statement also does not discuss any tax consequences, in the country outside India, of an investment in
the shares of an Indian company. The above are based on the existing provisions of the tax laws and its
interpretation, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions. Any such change, which could also be retrospective, could have an
effect on the validity of the above.
3. The above statement of special tax benefits is as per the current direct tax laws relevant for the assessment
year 2025-26. Several of these benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant provisions of the Tax Laws.
4. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject
to any benefits available under the relevant Double Taxation Avoidance Agreement, if any, entered into
between India and the country in which the non-resident has fiscal domicile.
5. This statement is intended only to provide general information to the investors and is neither designed
nor intended to be a substitute for professional tax advice. In view of the individual nature of tax
consequences, each investor is advised to consult his or her tax advisor with respect to specific tax
consequences of his/her investment in the shares of the Company.
6. No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
The views are based on the existing provisions of law and its interpretation, which are subject to changes
from time to time. We do not assume responsibility to update the views consequent to such changes.
149II. STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO MATERIAL
SUBSIDIARIES UNDER THE APPLICABLE INDIRECT TAXES
The Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017/ respective
State Goods and Services Tax Act, 2017 (“GST Act”), the Customs Act, 1962 (“Customs Act”) and the
Customs Tariff Act, 1975 (“Tariff Act”) as amended by the Finance Act, 2025 including the relevant rules,
notification and circulars issued there under applicable for the Financial Year 2025-26 and Foreign Trade
Policy, 2023, presently in force in India.
1. Special indirect tax benefits available to the Material Subsidiaries:
(I) CMR Nikkei India Private Limited
(A) The Company is eligible to avail the Benefit of refund under GST as per any or both of the following scenarios:
(i) Refund of unutilized input tax credit on account of zero-rated supplies made without payment of tax, as
provided under Section 54(3) of the CGST Act.
(ii) Refund of any unutilized balance in the electronic cash ledger due to GST TDS under Section 51 of the CGST
Act is eligible for refund under Section 54(1) of the CGST Act.
B. The Company is eligible for, and is availing, the benefits under the Customs Act, 1962 (“Customs Act”) and
the Customs Tariff Act, 1975 (“Tariff Act”), as amended by the Finance Act, 2025, including the relevant
rules, notifications, and circulars issued thereunder, applicable for the Financial Year 2025-26. The Company
is also availing benefits under the Foreign Trade Policy, 2023, presently in force in India.
C. The Company is availing licences under the Export Promotion Capital Goods (EPCG) Scheme and the
Advance Authorization (AA) Scheme, as per Chapters 5 and 4 of the Foreign Trade Policy (FTP),
respectively. Under both schemes, the Company is entitled to exemptions from Basic Customs Duty, Social
Welfare Surcharge, and Integrated Goods and Services Tax (IGST) on the import of goods/capital goods
intended for export production.
D. The Company is also availing benefits under the Remission of Duties and Taxes on Exported Products
(RoDTEP) Scheme, in accordance with the Foreign Trade Policy 2023, as amended time to time.
E. The Company is availing the duty drawback benefits under Section 75 of the Customs Act, 1962. Duty
drawback is provided as a rebate of duties chargeable on imported materials used in the manufacture or
processing of goods produced in India and exported. However, the company may have applied for brand rate
of drawback in case all the industry rate of the company’s export is not notified.
F. The Company is eligible to claim incentives, including SGST reimbursement, under the Gujarat State
Industrial Policies for the capital investment made in its manufacturing facility located in the state. The
eligible subsidy amount is disbursed over a period of 10 years in equal annual instalments. The Company has
already filed an application to avail the said incentives for its existing facility in Gujarat.
(II) CMR Toyotsu Aluminium India Private Limited
(A) The Company is eligible to avail the Benefit of refund under GST as per any or both of the following scenarios:
(i) Refund of unutilized input tax credit on account of zero-rated supplies made without payment of tax, as provided
under Section 54(3) of the CGST Act.
(ii) Refund of any unutilized balance in the electronic cash ledger due to GST TDS under Section 51 of the CGST
Act is eligible for refund under Section 54(1) of the CGST Act.
(B) The Company is eligible for, and is availing, the benefits under the Customs Act, 1962 (“Customs Act”) and
150the Customs Tariff Act, 1975 (“Tariff Act”), as amended by the Finance Act, 2025, including the relevant
rules, notifications, and circulars issued thereunder, applicable for the Financial Year 2025-26. The Company
is also availing benefits under the Foreign Trade Policy, 2023, presently in force in India.
(C) The Company is availing licences under the Export Promotion Capital Goods (EPCG) Scheme and the
Advance Authorization (AA) Scheme, as per Chapters 5 and 4 of the Foreign Trade Policy (FTP), respectively.
Under both schemes, the Company is entitled to exemptions from Basic Customs Duty, Social Welfare
Surcharge, and Integrated Goods and Services Tax (IGST) on the import of goods/capital goods intended for
export production.
(D) The Company is also availing benefits under the Remission of Duties and Taxes on Exported Products
(RoDTEP) Scheme, in accordance with the Foreign Trade Policy 2023, as amended time to time.
(E) The Company is availing the duty drawback benefits under Section 75 of the Customs Act, 1962. Duty
drawback is provided as a rebate of duties chargeable on imported materials used in the manufacture or
processing of goods produced in India and exported. However, the company may have applied for brand rate
of drawback in case all the industry rate of the company’s export is not notified.
(III) CMR Aluminium Private Limited
(A) The Company is eligible to avail the Benefit of refund under GST as per any or both of the following scenarios:
(i) Refund of unutilized input tax credit on account of zero-rated supplies made without payment of tax, as provided
under Section 54(3) of the CGST Act.
(ii) Refund of any unutilized balance in the electronic cash ledger due to GST TDS under Section 51 of the CGST
Act is eligible for refund under Section 54(1) of the CGST Act.
(B) The Company is eligible for, and is availing, the benefits under the Customs Act, 1962 (“Customs Act”) and
the Customs Tariff Act, 1975 (“Tariff Act”), as amended by the Finance Act, 2025, including the relevant
rules, notifications, and circulars issued thereunder, applicable for the Financial Year 2025-26. The Company
is also availing benefits under the Foreign Trade Policy, 2023, presently in force in India.
(C) The Company is availing licences under the Export Promotion Capital Goods (EPCG) Scheme and the
Advance Authorization (AA) Scheme, as per Chapters 5 and 4 of the Foreign Trade Policy (FTP), respectively.
Under both schemes, the Company is entitled to exemptions from Basic Customs Duty, Social Welfare
Surcharge, and Integrated Goods and Services Tax (IGST) on the import of goods/capital goods intended for
export production.
(D) The Company is also availing benefits under the Remission of Duties and Taxes on Exported Products
(RoDTEP) Scheme, in accordance with Foreign Trade Policy 2023, as amended time to time.
(E) The Company is availing the duty drawback benefits under Section 75 of the Customs Act, 1962. Duty
drawback is provided as a rebate of duties chargeable on imported materials used in the manufacture or
processing of goods produced in India and exported. However, the company may have applied for brand rate
of drawback in case all the industry rate of the company’s export is not notified.
(F) The Company is eligible to claim incentives, including SGST reimbursement, under the Gujarat State
Industrial Policies for the capital investment made in its manufacturing facility located in the state. The eligible
subsidy amount is disbursed over a period of 10 years in equal annual instalments. The Company has already
filed an application for availing the said incentives for its existing facility in Gujarat.
Notes:
1. The above statement of special tax benefits is based on the best understanding of Company's business
landscape and tax benefits available to the Company and its shareholders under the current tax laws presently
in force in India. Several of these benefits are dependent on the Company or its shareholder fulfilling the
conditions prescribed under the relevant tax laws.
1512. This statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences,
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 issue.
3. This statement does not discuss any tax consequences in the country outside India of an investment in the
Shares. The subscribers of the Shares in the country other than India are urged to consult their own
professional advisers regarding possible indirect-tax consequences that apply to them.
4. The above statement covers only above-mentioned tax laws benefits and does not cover any income tax law
benefits or benefit under any other law.
5. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretations, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such change.
152SECTION IV– ABOUT OUR COMPANY
INDUSTRY OVERVIEW
1. Global macroeconomic overview
As per the International Monetary Fund (IMF), the size of global economy is projected to reach USD 113.8 trillion
in CY2025 (in nominal terms) and continue to grow to USD 144.6 trillion in CY2030 (in nominal terms) at a
CAGR of ~5%. Despite multiple Global challenges, economic activity at the global level has remained broadly
resilient with growth in employment and steady income levels, favourable demand and supply developments,
utilization of substantial savings accumulated during the pandemic and healthy household consumption supported
major economies to maintain their growth. Sectors like healthcare, technology, logistics and services have
particularly supported jobs and wage growth. At present, as the inflation is approaching towards targeted levels
of major advance economies, their central banks have begun to pivot towards policy easing.
Chart 1: Global economy growth and prediction till CY2030 (in USD trillion- nominal terms)
160.00
144.6
137.8
140.00 131.3
)
n 125.0
o 119.1
illir
t
120.00
106.4
110.5
113.8
D 101.9
S 97.8
nU 100.00 88.0 85.8
i(
e
z 80.00
is
y
m
o 60.00
n
o
c
e
la
40.00
b
o
lG
20.00
-
Source: IMF, ICRA Analytics
Note: E-Estimated for CY2025, F-Forecasted; data from CY2026-CY2030 are forecasted
As per the IMF, World Economic Outlook published in April 2025, the Global growth is anticipated to decrease
from an estimated 3.3% in CY2024 to 2.8% in CY2025, subsequently rebounding to a modest 3.0% in CY2026
as inflation continues to ease, real incomes recover, and financial conditions gradually normalize. This figure is
below the forecasts presented in World Economic Outlook Update in January 2025, reflecting a decrease of 0.5%
for CY2025 and 0.3% for CY2026, with downward adjustments noted for almost all countries. The reductions
are widespread across nations and largely stem from the direct impacts of the recent trade policies, as well as their
indirect consequences through trade linkages, increased uncertainty, and declining sentiment. Tariffs' short-term
effects on economic growth vary by country, shaped by trade relationships, industry structures, policies, and trade
diversification potential. Fiscal support in some cases (for example, China, euro area) offsets some negative
growth impacts. This global slowdown has direct implications for metal recycling and recovery market metals
market as slower growth in automotive, construction and manufacturing sectors leads to weaker demand for raw
materials including secondary metals such as aluminium, zinc, stainless steel, copper, nickel etc. With industrial
slowdown, volume of scrap generated drops thereby dampening demand for recycled inputs. The global inflation
rate is predicted to decrease from an annual average of 6.6% in CY2023, 5.7% in CY2024 to 4.3% in CY2025
and further to 3.6% in CY2026. As global inflation trends downward, the Metal Recycling & recovery markets
industry stands to benefit in terms of cost structure, operating margin, and investment planning. While lower
inflation may ease operating costs, improve profit margins, the overall sluggishness in demand will impact overall
scrap generation and limit end user orders.
153Tariff-related disruptions—especially in U.S.–China and EU trade corridors—have had pronounced effects on the
Metal Recycling & recovery market sectors. Tariff and Trade restrictions have impeded the free flow, for example
China’s import ban on foreign waste, U.S. and EU export restrictions to retain valuable secondary material for
domestic use only. Such trade fragmentation is driving countries to build localized, self-sufficient recycling eco
systems reducing reliance on external scrap exports/imports forcing a structural shift from global integration to
regional circularity. However, it may reduce efficiency and specialization gained from global trade.
1.1 Global Economies and Growth Trend:
Chart 2: Real GDP growth rate (annual % change) of India and other economies
Real GDP growth (Annual % change)
10
5
0
CY2018 CY2019 CY2020 CY2021 CY2022 CY2023 CY2024 CY2025(E) CY2026(F) CY2027(F) CY2028(F) CY2029(F) CY2030(F)
-5
-10
-15
India United States United Kingdom Japan Canada Emerging market and developing economies World
Source: IMF, ICRA Analytics
Note: E- Estimated for CY2025, F-Forecasted; data from CY2026-2030 are forecasted, emerging market and developing economies includes
India, China, Saudia Arabia, Mexico, Vietnam and other developing economies.
Real GDP CY CY CY CY CY CY CY CY CY CY CY CY CY
growth 2018 2019 2020 2021 2022 2023 2024 2025(E) 2026(F) 2027(F) 2028(F) 2029(F) 2030(F)
(Annual %
change)
India 6.5 3.9 (5.8) 9.7 7.6 9.2 6.5 6.2 6.3 6.5 6.5 6.5 6.5
Advanced 2.3 1.9 (4.0) 6.0 2.9 1.7 1.8 1.4 1.5 1.7 1.7 1.7 1.7
economies
United States 3.0 2.6 (2.2) 6.1 2.5 2.9 2.8 1.8 1.7 2.0 2.1 2.1 2.1
Europe 1.8 1.6 (6.0) 6.3 3.5 0.4 0.9 0.8 1.2 1.3 1.3 1.2 1.1
United 1.4 1.6 (10.3) 8.6 4.8 0.4 1.1 1.1 1.4 1.5 1.5 1.4 1.4
Kingdom
Japan 0.6 -0.4 (4.2) 2.7 0.9 1.5 0.1 0.6 0.6 0.6 0.6 0.5 0.5
Canada 2.7 1.9 (5.0) 6.0 4.2 1.5 1.5 1.4 1.6 1.7 1.6 1.6 1.5
Emerging 4.7 3.7 (1.8) 7 4.1 4.7 4.3 3.7 3.9 4.2 4.1 4.1 4
market and
developing
154economies
China 6.8 6.1 2.3 8.6 3.1 5.4 5.0 4.0 4.0 4.2 4.1 3.7 3.4
World 3.6 2.9 (2.7) 6.6 3.6 3.5 3.3 2.8 3.0 3.2 3.2 3.2 3.1
Table 1: India v/s Other Economies (Real GDP, Y-o-Y % change)
Source: IMF, ICRA Analytics
Note: E-Estimated for CY2025, F- Forecasted; data from CY2026-2030 are forecasted, Advanced Economies includes United States,
Germany, France, Japan, United Kingdoms, Canada and other developed countries. Emerging market and developing economies includes
India, China, Saudia Arabia, Mexico, Vietnam and other developing economies.
The global real GDP growth was ~3.3% in CY2024 and is anticipated to decrease to 2.8% in CY2025 and 3.0%
in CY2026. The rapid increase in trade tensions and exceptionally high levels of policy uncertainty are anticipated
to considerably affect global economic activity. The growth is projected to remain steady at around ~3.1% from
thereon till CY2030, wherein growth would be driven mainly by easing of monetary policy and strong private
consumption.
Growth trend in Advanced Economies
Meanwhile, the real GDP growth rate for advanced economies was ~1.8% in CY2024 and is expected at ~1.4%
in CY2025, to decelerate due to trade tensions, rising bond yields, persistent geopolitical and policy uncertainty,
elevated market volatility, and inflation divergence. It is further expected to increase to ~1.5% in CY2026, and
continue to grow at a stable rate, reaching around 1.7% in CY2030.
United States of America’s (USA) real GDP was ~2.8% in CY2024 and is expected to decrease at ~1.8% in
CY2025 due to increased policy ambiguity, trade conflicts, and weakened demand momentum. It is further
expected to decrease to ~1.7% in CY2026, and post that continue to grow at a stable rate, reaching around 2.0%
in CY2027 and 2.1% from thereon till CY2030.
The European region recovered from a low GDP growth rate of 0.4% in CY2023 to 0.9% in CY2024 however is
expected to grow at a slower pace at 0.8% in CY2025 and further increase to 1.2% in CY2026. Amongst the Euro
region- France, Italy and Spain’s GDP growth grew at the rate of 1.1%, 0.7% and 3.2% respectively during
CY2024 and is expected to grow at ~0.6%, ~0.4% and ~2.5% respectively during CY2025. However, Germany
has witnessed a degrowth during CY2024 at -0.2% while the same is expected to remain stable during CY2025.
Canada real GDP was 4.2% in CY 2022 as its economy bounced back from the pandemic. Growth decelerated to
1.5% in CY 2023 due to inflationary pressures. It remained stable at 1.5% in FY 2024 indicating that Canada
avoided a recession many had feared. Growth is expected to dip to 1.4% in FY 2025 and then move to 1.6% in
CY 2026. The IMF initially predicted a strong 2%+ growth but was revised sharply downward after the US
imposed new tariffs. The trade restrictions along with slowing global economy expected to weigh on Canada’s
mid-decade growth. Looking further out it is foreseen that Canada’s growth staying modest in CY 2030 hovering
around 1.5% with biggest challenge of poor productivity growth, However, if Canada successfully raise
productivity growth through technology adoption, business investment and workforce development and navigate
trade relationships effectively it could uplift its long run GDP growth above the current projections.
Japan’s economic growth remains modest influenced by structural challenges notably an aging population and
low productivity growth despite ongoing fiscal and monetary support. Japan’s post pandemic economic recovery
was relatively weak compared to other countries. The GDP was 0.9% in CY 2022 increasing to 1.5% in CY 2023
with support from improved consumer spending and exports. However, the pace got stalled in CY2024 as it
dropped to 0.1% due to slowing global demand and structural constraints. In FY 2025 the projections is for 0.6%.
Looking further out slow growth of 0.5% through 2030
Among other advanced economies, the United Kingdom witnessed a real GDP growth rate witnessed a dip in
growth rate from 4.8% during CY2022 to ~0.4% in CY2023 owing to higher inflation and higher interest rates
leading to decline in household consumption, weak trade performance and decrease in business investment. The
same had increased to ~1.1% in CY2024 and is expected to remain stable at ~1.1% in CY2025.
Growth trend in emerging market and developing economies
Real GDP stood at 4.3% in CY2024 and the growth in real GDP rate is projected to drop to 3.7% in CY2025 and
3.9% in CY2026 with significant downgrades for countries affected most by recent trade measures and tariff
pressures has eroded export competitiveness across several Asian economies. While domestic demand remains a
partial buffer, export led growth models are under pressure particularly for ASEAN economies closely tied to
155global value chains. Growth in emerging and developing Asian economies is expected to decline from ~5.3% in
CY2024 to ~4.5% by CY2025.
China GDP stood at 5.0% in CY2024 and is projected to drop to 4.0% in CY2025 and in CY2026 despite
continued policy support. China’s economy faces headwinds from a prolonged property downturn and
demographic drag as well as renewed pressures from trade tensions and US tariffs.
Coming to Sub-Saharan Africa, the GDP grew at a healthy rate of 4% during CY2024 and is projected to grow at
a rate of 3.8% during CY2025, but the region’s demographic advantage and rising consumption provide strong
foundation for future expansion. Amongst Sub-Saharan African region, South Africa and Nigeria’s the continent’s
two largest economies, GDP grew at a rate of 0.6% and 3.4% respectively during CY2024 and is projected to
grow at the rate of ~1% and ~3% respectively during CY2025.
On the other hand, growth in emerging and developing European economies was at ~3.4% in CY2024 and
projected to decrease to ~2.1% in CY2025. In Latin America and the Caribbean, the real GDP growth rate is
expected to decrease from ~2.4% in CY2024 to ~2% in CY2025 before rising again to ~2.4% during in CY2026.
Growth trend in India
India is the fastest growing economy globally, witnessing a rise in real GDP growth rate from ~7.6% in CY2022
to ~9.2% in CY2023 however increased at a comparatively steady rate at 6.5% in CY2024, because pent-up
demand accumulated during the pandemic has been exhausted, as the economy reconnects with its potential. The
country is projected to grow by ~6.2% in CY2025 and ~6.3% in CY2026 as per IMF, supported by private
consumption, particularly in rural areas and investment momentum, but is 0.3% lower on account of higher levels
of trade tensions and global uncertainty. This is expected to remain steady with forecasts till CY2030 showing a
continued growth of ~6.5% supported by reforms, infrastructure and demographic strength.
1. 2 Overview of Tariffs Introduced During the Trump Administration
1.2.1 Implications of tariffs introduced during the Trump administration on the global commodities, with
a focus on metals
The tariffs introduced during the Trump administration represented a notable transformation in U.S. trade policy,
particularly affecting global commodities. The administration's strategy was designed to safeguard domestic
industries, redefine trade relationships, and tackle perceived unfair practices from international competitors.
Trump administration implemented tariffs of 25% on steel and 10% on aluminium imports, citing national security
concerns as outlined in Section 232 of the Trade Expansion Act. The justification for these measures was to shield
U.S. industries from what the administration deemed unfair trade practices, especially from nations like China,
which were accused of inundating the market with subsidized metals. The administration contended that these
tariffs were essential to maintain the viability of the domestic steel and aluminium sectors, which are crucial for
national defense and infrastructure. By enforcing these tariffs, the U.S. sought to diminish its dependence on
foreign metals and promote domestic production, thereby generating jobs and fostering economic growth.
1. Evaluating the impact of tariffs on specific metals such as Aluminium, Zinc, Copper and Stainless-steel
• Impact of tariffs
o Boost to Domestic Metal Industry: Tariffs reduce foreign competition, encouraging businesses to
source steel and aluminium from U.S. producers. This leads to increased domestic production,
investment, and job creation. However, if supply falls short or costs rise too much, businesses may face
sourcing challenges.
o Higher Input Costs Strain Manufacturers’ margin: Key sectors such as automotive, aerospace,
electronics, construction, and packaging rely heavily on imported metals. Limited domestic supply and
higher prices strain manufacturers’ margins, especially for small businesses.
o Price Hikes for Consumers: Increased production costs are often passed to consumers. Goods like cars,
home appliances, canned foods, and building materials become more expensive, contributing to inflation
and reducing purchasing power
o Retaliatory Measures from Trade Partners: Countries like Canada, the EU, China, and Mexico have
imposed retaliatory tariffs on U.S. exports. These measures target politically sensitive U.S. industries,
harming international competitiveness and market access.
156o Mixed Employment Effects: While the metal industry sees job growth, downstream sectors may face
job losses due to rising costs or production shifts abroad. Industries like automotive and construction may
downsize or move operations to avoid high input prices
o Inflation and Economic Drag: Rising material costs fuel inflation. In response, the Federal Reserve
may raise interest rates, increasing borrowing costs and slowing economic growth. Long term, production
offshoring may reduce U.S. manufacturing employment.
o Volatile Stock Markets: Steel and aluminium producers benefit in the short term, but companies
dependent on these inputs—like automakers and consumer goods firms—face falling profits and share
prices. Broader market uncertainty rises with trade tensions.
o Strained Global Trade Relations: Tariffs have triggered opposition from allies and WTO disputes,
straining diplomatic and trade ties. If WTO rulings go against the U.S., legal and economic consequences
may follow, further impacting trade dynamics.
• Impact of tariffs on Aluminium
o The aluminium industry has been significantly affected by the trade policies of the Trump
administration. Initially subject to a 10% tariff under Section 232 in 2018, this duty was increased to
50% on June 4, 2025, as part of a comprehensive strategy aimed at addressing global overcapacity,
particularly from China. The United States is heavily dependent on foreign sources for its aluminium
requirements, with more than 50% of total consumption satisfied through imports. This reliance is even
more pronounced when it comes to specialized aluminium products, which are frequently not
manufactured domestically at the necessary scale or quality.
o As reported by the Aluminium Association, approximately two-thirds of U.S. primary aluminium
imports originate from Canada, driven by the country's economical, hydro-powered smelting
capabilities. As the primary supplier of aluminium to the United States, Canada is crucial in supporting
sectors such as automotive, aerospace, defense, electronics, and packaging, where high-purity
aluminium is critical. These industries depend on consistent material standards that domestic
production alone cannot adequately fulfill. The previous 25% tariff had already raised costs for the
production of military aircraft and lightweight armor, and the increase to a 50% tariff is anticipated to
exert even more strain on the U.S. defense industrial base—especially in light of escalating global
security threats.
o According to the Council on Foreign Relations (CFR), aluminium makes up about 80% of an aircraft’s
airframe, rendering it an essential component for the aerospace sector. It is also extensively utilized in
beverage cans and electrical components. Combined with steel, aluminium represents nearly 25% of
the materials utilized in Coca-Cola’s packaging. Consequently, the recent increase in tariffs is
anticipated to elevate production costs for military aircraft, automobiles, and packaged consumer
goods, potentially rendering U.S. products more expensive and less competitive in international
markets. Industry organizations such as the Aluminium Association have cautioned that domestic
capacity is inadequate to satisfy demand, and the 50% duty will further limit supply, compelling
manufacturers to increase prices or postpone production.
o Rising input costs are expected to be transferred to consumers, resulting in higher prices for aircraft,
automobiles, and packaged beverages.
o Canada, the UAE, and China—leading aluminium exporters to the U.S.—are experiencing significant
trade tensions. Canada is particularly at risk, exporting over half of U.S. aluminium imports.
Furthermore, the tariffs on aluminium have also raised apprehensions regarding retaliatory actions from
other nations. For instance, China might limit rare earth exports, as it did a decade ago, which could
result in considerable price increases. Conversely, Canada currently imposes 25% counter-tariffs on
U.S.-manufactured steel and aluminium products
• Impact of tariffs on Zinc
o Despite the fact that zinc has not been explicitly targeted by Section 232 tariffs, it is facing significant
indirect repercussions due to its essential function in the manufacturing of galvanized steel—a vital
component in the infrastructure, automotive, and construction sectors. The increased tariffs on steel are
affecting the demand for galvanized products, which subsequently influences zinc consumption.
o The International Lead and Zinc Study Group (ILZSG) reports that U.S. zinc demand reached 848,000
metric tons in 2024, accounting for approximately 6% of global demand. Nevertheless, the nation
remains largely reliant on imports, obtaining about 62% of its zinc requirements, mainly from Canada
157and Mexico, as per estimates from BNP Paribas. The implementation of tariffs on imports from these
two countries has introduced an additional layer of strain on the zinc market.
o In light of this situation, Teck Resources, the largest zinc producer in Canada, has initiated a
contingency plan to shift zinc exports from the U.S. to Asian markets. During the PDAC conference in
Toronto on March 4, 2025, Teck's CEO Jonathan Price confirmed that the company is securing
warehousing and port facilities in Canada to support this strategic transition. Teck produces around
260,000 metric tons of refined zinc each year, which is nearly one-third of U.S. demand, highlighting
the potential magnitude of trade disruption.
o Price further emphasized that the tariffs are expected to increase commodity prices and contribute to
inflation in the U.S., with “minimal benefits,” reflecting the widespread apprehension among North
American miners and manufacturers. Likewise, Vale Base Metals, which exports Canadian nickel to
the U.S., is also reassessing its supply strategy in light of the new trade restrictions. As more producers
consider redirecting metal exports to Asia or the EU, the U.S. may encounter a constrained zinc supply,
escalating prices, and challenges in downstream production, particularly in sectors reliant on zinc-
coated steel for corrosion resistance.
• Impact of tariffs on Copper
o Although copper has not yet been officially subjected to Section 232 tariffs, it is currently undergoing
active review as part of the Trump administration's latest proposed measures concerning critical
minerals. On June 6, 2025, the Copper Development Association (CDA) presented a formal
recommendation to the U.S. Bureau of Industry and Security, advocating for the implementation of
tariffs on semi-fabricated copper and copper alloy products—such as plates, sheets, strips, and wires—
while requesting exemptions for copper feedstocks like cathodes and scrap.
o The CDA highlighted that imposing tariffs on refined copper cathodes—the main input for U.S. copper
fabricators—would negatively impact domestic manufacturing and could potentially worsen national
security vulnerabilities by disrupting supply chains that are essential for clean energy, defense, and
infrastructure.
o In 2024, the United States imported around 1.7 million metric tonnes of copper and copper-related
products. Of this total, 903,100 tonnes were copper cathodes, primarily obtained from free trade
partners such as Chile, Canada, Peru, and Mexico, as reported by U.S. customs data. Concurrently, the
U.S. exported 956,700 tonnes of copper scrap, a significant portion of which was directed to China.
The Copper Development Association (CDA) is now advocating for a prohibition on all U.S. copper
scrap exports, contending that this measure will limit foreign access—particularly by strategic
competitors—and enhance the availability of copper domestically.
o Although copper is not presently categorized as a “critical mineral” by the U.S. Geological Survey
(USGS), the CDA’s submission calls for its addition in the forthcoming update of the USGS critical
minerals list, highlighting copper’s crucial function in electric vehicles (EVs), solar energy systems,
wind turbines, and power grids.
o Imposing tariffs on copper products could considerably disrupt the U.S. clean energy and technology
sectors, where copper is essential for EVs, solar panels, wind turbines, and power grids. Analysts
caution that such tariffs may elevate manufacturing expenses, diminish investments in copper-heavy
infrastructure, and provoke supply shortages or price fluctuations. As the strategic significance of
copper increases, the U.S. confronts a policy dilemma in reconciling economic competitiveness, supply
security, and trade relations with major exporters.
• Impact of tariffs on Steel
o On June 4, 2025, President Donald Trump enacted a comprehensive increase in Section 232 tariffs,
raising import duties on steel products from 25% to 50%. This adjustment affects stainless steel, an
essential high-performance alloy utilized across various U.S. industries, including medical devices,
aerospace, construction, automotive, and energy infrastructure.
o Despite the fact that the U.S. meets approximately 75% of its total steel demand domestically, it still
heavily depends on imported specialty steel products, particularly high-grade stainless steel that is
critical in sectors such as energy, construction, medical devices, food processing, and aerospace.
158Notably, 40% of U.S. imports consist of specialty items like steel pipes, tubes, and rolled materials
necessary for demanding applications, including oil drilling and precision engineering.
o According to the Council on Foreign Relations, the escalation of tariffs is anticipated to raise input
costs, resulting in downstream impacts across sectors that heavily rely on steel. In 2018, the initial 25%
steel tariff imposed by Trump resulted in an almost 2% increase in steel prices and an approximate 25%
decline in import volumes. Industries such as automobile manufacturing may experience a rise in
vehicle production costs exceeding $2,000 per unit, considering that an average vehicle utilizes around
half a ton of steel, which includes stainless grades for engine and exhaust components. Manufacturers
like Caterpillar have previously transferred such increased costs to consumers, reporting over $100
million in expenses related to tariffs.
o While the U.S. steel industry employs roughly 140,000 individuals, in 2018, more than 12 million
Americans were employed in sectors that utilize steel, with nearly 2 million working in steel-intensive
industries such as auto parts and machinery. Research conducted in 2018 indicated that the previous
tariffs resulted in the loss of 75,000 jobs in manufacturing, compounded by additional pressure from
retaliatory actions taken by trade partners.
o The leading steel suppliers—Canada, Brazil, South Korea, Mexico, and Japan—have experienced
significant challenges. Canada, for example, exports almost all its steel products to the United States,
rendering it the most impacted trade partner., while other partners are now entirely subject to the 50%
duty. Despite the administration’s rationale based on national security and attempts to limit China's
market dominance, the effect on Beijing will be negligible, as China exports a minimal amount of steel
directly to the U.S. By June 2025, businesses and governments are pursuing exemptions akin to those
provided after the 2018 round, yet the second Trump administration has sanctioned significantly fewer
carve-outs. In retaliation, the EU has approved tariffs on $24 billion worth of U.S. products, including
soybeans, motorcycles, and poultry, which could be implemented as soon as July 2025.
2. To Examine how emerging markets—especially India—can leverage these shifts to strengthen their
position in the global Metal Recycling & recovery market market
• Trade Retaliations Could Boost India’s Recycling Exports: The Canadian government implemented
CA$30 billion in retaliatory tariffs on U.S. goods effective March 4, 2025, in response to U.S. emergency
duties. This action also triggered a 21-day public consultation led by Finance Canada on a proposed second
tranche of counter-tariffs, which included a wide range of recycled commodities such as steel, aluminium,
copper, plastics, electronics, and paper. Although this second list was not enacted, its implementation could
have significantly disrupted U.S. scrap exports to Canada. According to Adam Shaffer, Assistant Vice
President of International Trade and Global Affairs at the Recycled Materials Association (ReMA), the
inclusion of these materials could have affected nearly $5 billion worth of U.S. recycled exports. Instead, on
March 13, 2025, Canada imposed 25% retaliatory tariffs on $29.8 billion worth of U.S. goods, including
$12.6 billion in steel, $3 billion in aluminium, and $14.2 billion in other products.
Indian recyclers are well-positioned to explore new markets for their secondary metal products. By
enhancing product quality and maintaining global competitiveness, Indian companies can emerge as cost-
effective and reliable suppliers to meet growing demand for sustainable resources in Canada and other
countries. This worsening U.S. trade ties may disrupt scrap flows, opening export opportunities for India.
With India’s recycling sector undergoing rapid formalization and capacity expansion, the country is well-
equipped to strengthen its global presence in the Metal Recycling & recovery market.
• Recycled Metal Exclusions Can Pave the Way for Indian Suppliers: While the emergency tariffs
imposed by the U.S. focus on a range of materials, ReMA has verified that recycled aluminium and steel are
not subject to Section 232 duties. Nevertheless, with Mexico, Brazil, South Korea, and Canada currently
encountering 50% duties on multiple processed metal products, and China experiencing persistent trade
limitations, the U.S. is expected to broaden its import sources. This scenario establishes India as a feasible,
cost-effective supplier of stainless-steel scrap, aluminium alloys, zinc-based secondary products, and copper-
based secondary products.
• India Strengthens Recycling Infrastructure and Processing Standards to Meet Global Demand: India
is rapidly formalizing and enhancing its recycling capabilities through significant policy initiatives like the
National Vehicle Scrappage Policy and proposed changes to hazardous waste regulations. These initiatives
are fostering investment in formal collection, segregation, and processing infrastructure, thereby making
159Indian recycled materials more traceable and aligned with international quality standards. Concurrently, the
nation is transitioning towards higher-quality secondary metal processing—especially in copper. At present,
India heavily depends on the direct melting of scrap, which results in inconsistent purity and safety concerns,
particularly in electrical applications. A 2023 ICA India study revealed that 26% of copper wire samples did
not meet conductor standards, primarily due to the use of low-quality scrap by unregistered manufacturers.
To tackle this, the Indian government has mandated that, beginning in FY2028, all new non-ferrous metal
products must contain a minimum of 5% recycled content. This is anticipated to stimulate investment in
copper smelting and refining, bringing India closer to international benchmarks such as China (32%
secondary refining), the EU (30%), and Japan (16%).
• India’s Green Steel and Low-Carbon Aluminium Drive ESG-Oriented Export Advantage: As North
American and European purchasers place greater emphasis on materials that exhibit low embodied carbon,
India's initiative towards clean recycling—encompassing green steel and low-carbon aluminium—has the
potential to enhance export readiness. Supported by governmental incentives and the demand from global
Original Equipment Manufacturers (OEMs) and infrastructure initiatives, India can seize market
opportunities by marketing its recycled metals as environmentally sustainable and traceable.
• Fueling India’s Circular Economy Evolution with Zinc:
Zinc plays a vital role in India’s circular economy, offering both industrial utility and environmental value.
Its high recyclability, long lifespan, and cross-sector applications—in construction, automotive, and
agriculture—make it central to resource efficiency. Zinc supports infrastructure through galvanization and
enhances soil health when used in fertilizers, bridging technical and biological cycles. As India advances
toward the UN Sustainable Development Goals, zinc’s integration into multi-metal recycling loops and
policy-backed circular initiatives positions it as a key driver of low-waste, resilient growth. India’s zinc
recycling efforts not only reduce environmental impact but also align with global ESG standards—helping
the country and other emerging markets capture a larger share of the green materials export market.
1. 3 Geopolitical Tensions and Their Impact on Global Metal Prices
Geopolitical tensions and structural changes in the market have transformed global base metal markets, with
aluminium, zinc, copper, and steel each encountering unique yet interconnected pressures. Ongoing
conflicts, including the Russia-Ukraine war and the Israel-Iran escalation, have created long-term instability
in commodity markets, resulting in supply chain disruptions, risk-averse investor behaviour, and a
reconfiguration of trade flows. These geopolitical events, along with trade policy uncertainty and regional
production limitations, have rendered volatility a characteristic aspect of metal pricing.
• Aluminium-
Aluminium prices have recently experienced a decline, attributed to a mix of concerns regarding a global
economic slowdown and increased tensions in the Middle East. The escalation of conflict between Israel
and Iran resulted in a temporary rise in geopolitical risk premiums, which initially drove prices upward;
however, the later ceasefire agreement reached in late June 2025 reversed much of this upward
momentum. As the ceasefire alleviated regional tensions, markets adjusted, leading to downward
pressure on aluminium prices as the risk premium diminished. According to the Shanghai Metal Market
(SMM), this transition triggered a short-term bearish correction in both London Metal Exchange (LME)
and Shanghai Futures Exchange (SHFE) aluminium prices.
Adding to the complexity is a challenging supply environment. In May 2025, Chinese aluminium
production increased by 5% year-on-year, while export figures presented mixed outcomes. Concurrently,
uncertainties in Guinea—home to one of the largest bauxite reserves globally—pose potential future
risks to the availability of raw materials due to possible mining disruptions. In the U.S., physical
premiums also fell by over 7%, indicating speculation regarding the easing of tariffs on Canadian
aluminium. Furthermore, tight LME inventories, now at their lowest levels since CY2022, indicate a
physically constrained market, particularly as demand in China, especially from the solar energy sector,
remains strong.
• Zinc-
Zinc markets are currently fragile due to the ongoing uncertainty surrounding the Israel-Iran conflict.
Prices have experienced a slight decline as investors have taken a cautious approach, influenced by weak
demand signals from China and limited advancements in U.S.-China trade negotiations. A reduction in
factory output and a slowdown in industrial activity in China have dampened the buying appetite, even
160with decreasing SHFE inventories. Although global zinc supply has tightened slightly (with the surplus
reducing to 16,000 tons in April 2025), production cuts by major producers such as Teck Resources and
Nyrstar have introduced some potential upward pressure on prices. Nevertheless, the market continues
to encounter challenges from geopolitical tensions and sluggish macroeconomic indicators.
• Copper-
Copper prices experienced a significant decline following Israeli airstrikes on Iranian nuclear sites and
Iran's subsequent drone attacks. This escalation heightened global economic uncertainty, prompting risk-
averse behaviour in both financial and commodity markets. Prices for copper on the LME and SHFE fell
by 0.9%, as investors began to consider the likelihood of extended instability. The increased premium of
US COMEX copper over LME, currently reported at USD 946 per ton as of June 2025, further illustrates
the disruptions in global pricing caused by supply chain adjustments and increased geopolitical risks.
Moreover, worries regarding the potential expansion of U.S. tariffs on strategic imports have intensified
investor caution.
• Steel-
Historically, steel markets have shown a strong response to geopolitical disruptions, with the Russia-
Ukraine conflict being a notable example. As of March 2022, the ongoing war resulted in a significant
increase in steel prices across Europe—hot rolled coil prices surged by nearly 40% within a span of three
weeks—attributed to logistics bottlenecks, sanctions imposed on Russia, and spikes in energy prices.
Together, Russia and Ukraine represented 20% of the EU's steel imports, and their ongoing instability
has contributed to a persistently tight market in Europe. Although the initial price surge has eased, steel
continues to be susceptible to any further escalation in the Eastern European conflict.
2. DOMESTIC ECONOMIC OVERVIEW
2.1 Trend in GDP growth in India and its Outlook
India's real Gross Domestic Product (GDP) for FY2025 is projected to grow by 6.5%, according to the Provisional
Estimates (PE) released by the National Statistical Office (NSO), Ministry of Statistics and Programme
Implementation (MoSPI) in May 2025. This represents a slight upward revision from the initial estimate of 6.4%
published in January 2025. GDP to now reach a level of INR 188 trillion (lakh crore). India’s real GDP registered
9.2% growth in FY2024 as against 7.6% in FY2023, making FY2024 the 3rd year of real GDP growth of 7.0% or
above. Growth was majorly driven by robust domestic demand, vibrant demographic landscape, ongoing
economic reforms, India is establishing its growing impact on global trade, investment, and innovation, coupled
with Government’s focus on infrastructural and economic development supported this upward trend in the
country’s growth rate. Furthermore, International Monetary Fund (IMF) expects India to continue being the fastest
growing economy in the world, whereby it expects India’s output to grow by 6.5% from FY2028 to FY2031.
Chart: Historical trend and projection of Real GDP of India (INR lakh crore)- Base year (2011-12)
161Real GDP ( at constant prices)
300.0 12.0%
9.7%
9.2% 10.0%
250.0 7.6%
8.0%
6.5% 6.5% 6.2% 6.3% 6.5% 6.5% 6.5% 6.5%
6.0%
200.0
3.9%
4.0%
150.0 2.0%
0.0%
100.0
-2.0%
-4.0%
50.0 -5.8%
-6.0%
139.9 145.3 136.9 150.2 161.6 176.5 188.0 200.2 212.6 226.0 240.6 256.3 272.9
0.0 -8.0%
FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025(E)FY2026(F)FY2027(F)FY2028(F)FY2029(F)FY2030(F)FY2031(F)
Real GDP (Rs. lakh crore) Real GDP Growth (%)
Source: RBI, IMF, ICRA Analytics
Note: F-Forecasted; E- Estimated
Data from FY2026-2031F are forecasted from IMF
FY2025(E) is the provisional Estimates released by the National Statistical Office (NSO)
The Reserve Bank of India has projected real GDP growth at 6.5% for FY2026 retaining the fastest-growing major
economy in the world, maintaining the same rate as estimated for FY2025, following a strong expansion of 9.2%
in the preceding year.
The estimated quarterly projections stand at 6.5% in Q1, 6.7% in Q2, 6.6% in Q3, and 6.3% in Q4. This marks a
downward revision of 20 basis points from the February estimate, reflecting increasing global volatility.
Agriculture remains on a positive footing, supported by healthy reservoir levels and robust crop production, which
is expected to sustain rural demand. Manufacturing is showing early signs of revival amid improved business
sentiment, and the services sector continues to demonstrate resilience.
On the investment side, activity is gaining pace on the back of higher capacity utilization, continued government
focus on infrastructure, and strong balance sheets of banks and corporates. Easing financial conditions have also
aided this recovery. While services exports are likely to remain steady, merchandise exports could face headwinds
from global uncertainties and trade disruptions. Looking ahead, the RBI has projected real GDP growth at 6.7%
for FY2027, suggesting continued recovery momentum.
Table: Real GDP growth forecasted by Reserve Bank of India
Real GDP Growth (at constant FY2027
FY2025 FY2025 E FY2026 F FY2026 F
2011-12 prices) F
Quarters Q1 Q2 Q3 Q4 (E) Q1 (F) Q2 (F) Q3 (F) Q4 (F) (F) (F)
GDP at market prices (in %) 6.7 5.6 6.2 7.4 6.5* 6.5 6.7 6.6 6.3 6.5 6.7
F- Forecasted; E- Estimated
Source: RBI, ICRA Analytics
Chart: Historical trend of Nominal GDP of India (INR lakh crore)
162Nominal GDP
18.9%
350.0 20.0%
300.0
14.0%
15.0%
12.0%
250.0
10.6%
9.8%
10.0%
200.0
6.4%
150.0
5.0%
100.0
-1.2%
0.0%
50.0
189.0 201.0 198.5 236.0 268.9 301.2 330.7
0.0 -5.0%
FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025(E)
Nominal GDP (Rs. lakh crore) Nominal GDP Growth (%)
Source: RBI, ICRA Analytics Note: E- Estimated
FY2025(E) is the provisional Estimates released by the National Statistical Office (NSO)
India's nominal GDP has shown an upward trend from FY2020 to FY2025(E), with significant growth in some
years, particularly after the initial dip due to the pandemic. Estimates suggest a nominal GDP of INR 330.7 trillion
(lakh crore) by the end of March 2025, with a growth of 9.8% over the previous year, reflecting sustained
economic momentum. This steep growth reflects the country’s expanding economic base and rising income
levels.
2.2 Gross Value Added growth in India
Table: Real Growth in Gross Value Added in the past 5 years, Base year (2011-12)
FY 2024 FY 2025
Real GVA Growth (in %) FY 2021 FY 2022 FY 2023
(FRE) (PE)
Agriculture, Forestry and Fishing 4 4.6 6.3 2.7 4.6
Industry 1.1 9.6 (0.0) 11.0 4.5
Mining and Quarrying (8.2) 6.3 3.4 3.2 2.7
Manufacturing 3.1 10.0 (1.7) 12.3 4.5
Electricity, Gas, Water Supply and Other Utility
(4.2) 10.3 10.8 8.6 5.9
Services
Services (7.9) 10.6 10.2 9.2 7.9
Construction (4.6) 19.9 9.1 10.4 9.4
Trade, Hotels, Transport, Communication and Services
(19.9) 15.2 12.3 7.5 6.1
Related to Broadcasting
Financial, Real Estate and Professional Services 1.9 5.7 10.8 10.3 7.2
Public Administration, Defence and Other Services (7.6) 7.5 6.6 8.8 8.9
GVA at Basic Prices (4.1) 9.4 7.2 8.6 6.4
Source: RBI, ICRA Analytics
India's real Gross Value Added (GVA) growth for the fiscal year 2024–25 (FY2025) is estimated at 6.4%,
according to provisional estimates released by the National Statistical Office (NSO) on 30th May 2025. This marks
a moderation from the 8.6% growth recorded in FY2024.
The agriculture and allied sector have become a key contributor to economic growth, with real Gross Value Added
(GVA) projected to increase by 4.6% in FY2025, up from 2.7% in FY2024. At the same time, the construction
sector is expected to register a robust 9.4% growth, driven by accelerated infrastructure development. Likewise,
the financial, real estate, and professional services sector is projected to grow by 7.9%, reflecting strong
momentum in business and real estate activities. These sectoral trends suggest that while overall GVA growth has
moderated, agriculture showed strong growth momentum while construction and services continue to exhibit
strong performance, contributing positively to the economy's resilience.
2.3 Performance of key macroeconomic indicators
1632.3.1 Trends in Industrial growth
Aided by strong corporate profits on the back of reduced input cost pressures and government support in
promotion of manufacturing in India through various schemes such as Make in India, Startup India, Digital India,
etc, led to healthy growth in Index of Industrial Production (IIP). Industrial output reported expansion of 4.0% in
FY2025 as compared to 5.9% in the preceding year (i.e. FY2024). Led by electrical equipment, transport
equipment, furniture and basic metals, 17 of 23 industry groups recorded y-o-y expansion in the manufacturing
space. Moreover, while considering user-based classification all categories reported year over year growth. Going
forward, India’s manufacturing sector is expected to reach USD 1 trillion by FY2025-26, mainly led by
investments in automobile, textiles and electronics industries.
164Chart: Movement in Index of Industrial Production and its Components
180 180
153
160 147 160
139
132
140 118 15 16 17 140
120 14 112 117 120
13 106
100 102 100
91
80 80
60 60
40 40
20 20
15 16 17 19 19
0 0
FY2021 FY2022 FY2023 FY2024 FY2025
Mining & Quarrying Manufacturing Electricity General
Source: PIB, RBI, ICRA Analytics
Chart: Index of Industrial Production - Use-Based Classification
180 180
153
160 147 160
139
132
140 23 140
118 24
23
120 22 16 120
15
22 15
100 15 23 100
22
13 20
18
80 80
15 27 28
26
60 25 60
21 8 9 9
7
40 6 40
20 40 44 47 50 52 20
0 0
FY2021 FY2022 FY2023 FY2024 FY2025
Primary goods Capital goods
Intermediate goods Infrastructure/ construction goods
Consumer durables Consumer nondurables
Index of Industrial Production
Source: RBI, ICRA Analytics
1652.3.2 Review of inflation in India
Chart: CPI trend over the past ten years, FY2016-FY2025
250 12.0%
9.9%
9.5% 10.0%
200
8.0%
150 6.7%
6.0% 6.2%
5.5% 5.4% 6.0%
4.9% 4.5% 4.8% 4.6%
100 4.0%
3.6% 3.4% 4.0%
50
2.0%
102.5 112.2 118.9 124.7 130.3 135 139.6 146.3 155.3 163.8 174.7 184.1 192.6
0 0.0%
FY2013FY2014FY2015FY2016FY2017FY2018FY2019FY2020FY2021FY2022FY2023FY2024FY2025FY2026
(F)
CPI- Annual Average CPI-Combined Index CPI- Annual Average y-o-y growth (in %)
Source: RBI, MOSPI, ICRA Analytics
Chart: Monthly CPI trend over the past two years (in %)
8
7.4
6.8
7
6.2
6 5.6 5.7 5.5 5.5
5.2
5 4.7 4.9 5 4.9 5.1 5.1 4.9 4.8 4.8 5.1
4.3 4.3
4 3.6 3.7 3.6
3.3
3.2
2.8
3
2
1
0
3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 4 4 5 5 5 5 5
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
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-g
u A
-p
e S
-tc
O
-v
o N
-c
e D
-n
a J
-b
e F
-r
a M
-r
p A
-y
a M
Source: RBI, MOSPI, ICRA Analytics
Retail inflation in India, as indicated by the Consumer Price Index (CPI), which represents the cost of daily goods
and services, retail inflation in India has followed a steady downward path over the past three financial years,
falling from 6.7% FY2023 to 5.4% during FY2024, and further to 4.6% during FY2025. This consistent
moderation highlights the combined impact of the Reserve Bank of India’s calibrated monetary policy and the
Government of India’s focused interventions to ease supply-side constraints and stabilise prices of essential
commodities. The declining trend has helped ease cost-of-living pressures and fostered a more stable environment
for economic growth.
166During May 2025, the CPI inflation ease to 2.8%, lowest level witnessed since Feb 2019, signalling robust
economic stability. Food inflation, a significant factor, decreased markedly to 0.99% in May 2025, marking the
lowest level since October 2021, a reduction of 79 basis points from April’s 1.78%. Rural regions experienced a
food inflation rate of 0.95%, whereas urban regions recorded 0.96%. This decrease is ascribed to reduced prices
for pulses, vegetables, fruits, cereals, household items, sugar, confectionery, and eggs, bolstered by a favourable
base effect.
During April 2025, the CPI inflation ease to 3.2% predominantly led by ease in food and beverage subgroup
followed by pan, tobacco, and intoxicants to a mild extent.
Significantly, the year-on-year inflation rate for March 2025 fell to 3.3%, a reduction of 27 basis points from
February 2025, marking the lowest monthly inflation rate since August 2019. These statistics reflect a continuous
commitment to controlling price increases while promoting economic development.
The strategic interventions implemented by the government have played a crucial role in achieving this result.
Among the key measures are the enhancement of buffer stocks for essential food items and their periodic release
into open markets, in addition to subsidized retail sales of staples such as rice, wheat flour, pulses, and onions.
Moreover, the simplification of import duties on vital food items, the enforcement of stricter stock limits to deter
hoarding, and the reduction of GST rates on essentials have contributed to alleviating price pressures. Targeted
subsidies, including LPG support through the Pradhan Mantri Ujjwala Yojana and the Pradhan Mantri Garib
Kalyan Anna Yojana, have shielded vulnerable households from the escalating costs of food grains, ensuring that
the advantages of reduced inflation are accessible to those who require it the most.
Table: CPI inflation forecasted by RBI's Monetary Policy Committee (MPC)
C PI Inflation FY2026
Q1 Q2 Q3 Q4 FY2026
% change 2.9 3.4 3.9 4.4 3.7
Source: MPC, ICRA Analytics
As of July 2025, the Reserve Bank of India (RBI) has revised its Consumer Price Index (CPI) inflation forecast
for the fiscal year 2025–26 (FY26) downward to 3.7%, from an earlier projection of 4.0%. This adjustment reflects
a sustained decline in food inflation, robust agricultural output, and favourable monsoon conditions.
Notably, it has pared the CPI inflation projection for Q1 FY2026 (+2.9% in June 2025 vs. +3.6% in April 2025)
and Q2 FY2026 (+3.4% in June 2025 vs.+3.9% in April 2025) by a sizeable 50-70 bps. While the projection for
Q3 FY2026 (+3.9% in June 2025 vs. +3.8% in April 2025) was revised upwards slightly, that for Q4 FY2026 was
kept unchanged at 4.4%. This implies a linear upward trajectory in inflation through the fiscal.
ICRA projects Consumer Price Index (CPI) inflation to moderate to 3.5% in FY2026, down from 4.6% in FY2025,
which is below the Monetary Policy Committee’s (MPC) updated estimate of 3.7%. While the inflation readings
for the first half of the fiscal are largely in line with their expectations, it is anticipated that those for the latter half
may fall slightly below the MPC’s projections. In their assessment, the return to a neutral policy stance sends a
clear indication of a pause, particularly when viewed alongside the unanticipated Cash Reserve Ratio (CRR)
reduction. At this point, there are no changes in the policy rate foreseen during the upcoming review in August
2025.
2.3.3 Interest rate movement in India
Chart: Repo rate movement in India (on year, in percentage)
1678.00%
6.75%
7.00% 6.50% 6.50%
6.25% 6.25% 6.25%
6%
6.00%
5.00% 4.40%
4% 4%
4.00%
3.00%
2.00%
1.00%
0.00%
FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Source: CMIE, ICRA Analytics
Table: Recent Repo Rate Maintained by the Reserve Bank of India
Date Repo Rate
RBI Repo Rate on 6-Aug-2025 5.50%
RBI Repo Rate on 6-Jun-2025 5.50%
RBI Repo Rate on 9-Apr-2025 6.00%
RBI Repo Rate on 7-Feb-2025 6.25%
RBI Repo Rate on 6-Dec-2024 6.50%
RBI Repo Rate on 9-Oct-2024 6.50%
RBI Repo Rate on 8-Aug-2024 6.50%
RBI Repo Rate on 7-Jun-2024 6.50%
RBI Repo Rate on 5-Apr-2024 6.50%
RBI Repo Rate on 7-Feb-2024 6.25%
RBI Repo Rate on 9-April-2024 6.00%
Source: RBI, ICRA Analytics
The Monetary Policy Report for April 2025, published in conjunction with the 54th session of the Monetary Policy
Committee, demonstrates a balanced strategy by the Reserve Bank of India (RBI) aimed at fostering growth while
ensuring price stability. The choice to reduce the policy repo rate by 25 basis points to 6% is supported by a
decline in inflation, especially concerning food prices, and a gradual rebound in economic activity. With GDP
growth anticipated at 6.5% for FY2026 and inflation projected to remain within the 4% target range; the report
conveys a sense of cautious optimism in light of global uncertainties.
On the international front, strong services exports and significant remittance inflows have provided a buffer
against the merchandise trade deficit, maintaining the current account deficit at manageable levels. Additionally,
enhanced system liquidity, reduced short-term borrowing costs, and stable foreign exchange reserves highlight
the robustness of India’s financial system. The RBI has reiterated its dedication to closely observe changing
conditions and implement timely, measured actions to uphold macroeconomic and financial stability.
• India's monetary policy over the last decade was characterized by gradual rate cuts prior to the pandemic,
to support economic growth while managing inflation. The Reserve Bank of India (RBI) then cut rates
significantly during the COVID-19 pandemic to stimulate the economy.
• However, the RBI then hiked rates in 2022 to tame price pressures and support the rupee. Rates were
kept around 2022 levels in 2023 and 2024.
• The RBI repurchase rate ended 2024 at 6.50%, same as the end-2023 value of 6.50% and the figure a
decade earlier of 7.50%. It averaged 5.85% over the last decade
As of April 9, 2025, the Reserve Bank of India (RBI) has lowered the repo rate by 25 basis points (bps), reducing
it to 6.00%. The reverse repo rate remains steady at 3.35%. This action represents the second-rate reduction of the
year, following the previous cut in February 2025.
168In light of increasing global economic uncertainties, the new US tariffs have affected international trade flows.
The members of the Monetary Policy Committee (MPC) have unanimously agreed to decrease the repo rate to
6%, as this is anticipated to promote lending and investment, boost demand, and enhance overall economic
activity.
On June 6, 2025, the Reserve Bank of India’s Monetary Policy Committee, chaired by Governor Sanjay Malhotra,
announced a substantial repo rate reduction of 50 basis points, lowering the rate from 6.0% to 5.5%. This move
was accompanied by a shift in policy stance from “accommodative” to “neutral”, signalling that this may be the
final cut in the current easing phase.
Conclusion: Despite the improving inflation outlook, the RBI remains cautious. It flags downside risks to growth
from uncertainty about global trade post-protectionist measures, protracted geopolitical tensions and global
financial market volatility. These very factors also pose upside risks to inflation, reinforcing the need for a
balanced, watchful approach.
As per RBI, Reserve Bank will undertake liquidity management operations in sync with the monetary policy
stance and keep system liquidity adequate to meet the needs of the productive sectors of the economy.
2.3.4 Exchange rate movement in India
88.0
87.0 86.6
86.2
87.0 85.9
86.0 85.6
85.2
85.0
84.4 85.0
83.8
84.0 83.6
84.0
83.9
83.0
82.0
81.0
Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25
Source: X-rates, ICRA Analytics
Over the past year (July 2024 to June 2025), the USD/INR exchange rate has experienced moderate fluctuations,
influenced by global and domestic economic factors, geopolitical events, war scenarios and foreign investments
flows. On February 7, 2025, the USD/INR exchange rate reached its peak at INR87.8/USD while the lowest rate
was recorded on May 5, 2025, at INR 84.22/US$.
2.3.5 Trends in GDP per capita of India vs other major economies
169GDP per capita (in US$ thousand)
120.0
100.0
80.0
60.0
40.0
20.0
-
CY2021 CY2022 CY2023 CY2024 CY2025 CY2026 CY2027 CY2028 CY2029 CY2030
India 2.3 2.4 2.6 2.7 2.9 3.1 3.4 3.7 4.1 4.5
United States 71.2 77.8 82.3 85.8 89.1 92.1 95.1 98.6 101.9 105.4
Canada 52.9 56.4 54.4 54.5 53.6 56.1 58.6 60.8 63.0 65.7
Japan 40.2 34.1 33.9 32.5 34.0 35.7 37.1 38.8 40.0 41.7
United Kingdom 46.7 46.2 49.2 52.7 55.0 57.4 59.8 62.6 65.7 69.0
Europe 32.6 32.9 35.0 36.6 37.6 39.0 40.4 42.0 43.6 45.3
India United States Canada Japan United Kingdom Europe
Source: IMF, ICRA Analytics
Note: The data provided for India is for the fiscal year, mapped to the calendar year as FY(t/t+1) = CY(t). Eg: CY2021 is FY2022 for India
India’s GDP per capita has shown a steady and sustained upward trajectory from US$2.3k in FY2022 to US$2.7k
in FY2025, marking an overall increase of ~20%. This growth reflects India’s economic resilience, supported by
strong domestic consumption and ongoing structural transformation. Key contributors to this progress include
rapid expansion in the digital economy, technology-enabled services, and extensive government-led infrastructure
development—particularly in transportation, energy, and urban sectors—which have collectively enhanced
productivity and income levels.
In comparison, developed economies continue to maintain much higher absolute levels of GDP per capita but
exhibit slower or uneven growth patterns. The United States remains the global leader, with GDP per capita rising
from US$71.2k in CY2021 to US$85.8k in CY2024. Canada displays moderate fluctuation, growing from
US$52.9k to US$54.5k over the same period, peaking in CY2022. The United Kingdom experiences a healthy
rebound, climbing from US$46.7k in CY2021 to US$52.7k in CY2024, reflecting recovery from post-Brexit
economic disruptions. Europe shows a gradual increase from US$32.6k during CY2021 to US$36.6k in CY2024.
In contrast, Japan sees a significant decline, with GDP per capita dropping from US$40.2k in CY2021 to
US$32.5k in CY2024, suggesting possible challenges in productivity and demographic pressures.
Although India’s GDP per capita remains lower than that of advanced economies, its growth trajectory is notably
stronger. This widening contrast highlights a broader shift in global economic dynamics, where emerging markets
like India are playing an increasingly important role. India’s performance demonstrates the potential of developing
economies to narrow the income gap over time through digital transformation, infrastructure development, and
inclusive growth strategies.
2.3.6 Current Account Deficit
170India's Current Account Deficit (as a % of GDP)
1.5%
0.9%
1.0%
0.5%
0.0%
-0.6%
-0.5% -0.7%
-0.8%
-0.9%
-1.0% -1.2%
-1.5%
-1.8%
-2.0%
-2.1%
-2.0%
-2.5%
FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Source: IMF, ICRA Analytics
India’s current account deficit has exhibited considerable fluctuations, influenced by both global economic
conditions and domestic demand dynamics. Beginning with a modest deficit of (-0.6%) of GDP in FY2017, the
gap widened to -(2.1%) by FY2019 due to rising crude oil prices and increased import demand. A partial
correction occurred in FY2020, followed by a brief surplus of 0.9% in FY2021, driven primarily by a sharp decline
in imports during the COVID-19 pandemic and steady inflows from services exports and remittances. However,
the deficit re-emerged in FY2022 and peaked again at -(2.0%) in FY2023, reflecting a strong post-pandemic
recovery in domestic consumption and elevated global commodity prices. In the subsequent years (FY2024 &
FY2025), the current account deficit has gradually narrowed, aided by softening oil prices and resilient export
performance.
2.3.7 Fiscal Deficit as a % of GDP
Fiscal Deficit in India (in % terms)
10.0% 9.2%
9.0%
8.0%
6.7%
7.0% 6.4%
5.6%
6.0%
4.8%
4.6%
5.0%
4.0% 3.5% 3.5% 3.4%
3.0%
2.0%
1.0%
0.0%
FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Source: Ministry of Finance, Government of India, ICRA Analytics
Over the past decade, India’s fiscal deficit as a percentage of GDP has fluctuated in response to both internal
171policy actions and external shocks. From FY2017 to FY2020, the deficit remained relatively stable and moderate,
ranging between 3.4% and 4.6% of GDP. However, the COVID-19 pandemic in 2020 triggered a sharp increase
in government spending to counteract the economic downturn, pushing the fiscal deficit to a peak of 9.2% during
FY2021. Post FY2020, India embarked on a path of fiscal consolidation. As the economy began to recover, the
deficit gradually narrowed from 6.7% in FY2022 to 6.4% in FY2023, followed by further reductions to 5.6% in
FY2024 and a projected 4.8% in FY2025. This trend reflects improved revenue collections, stronger economic
activity, and a focused effort on reducing the deficit.
2.4 Key Government Schemes for End-User Industries
The Indian government has introduced a range of impactful schemes and policies targeting key end-use sectors
such as automotive, infrastructure, and electric vehicles (EVs), all of which are major consumers of recycled
metals. These initiatives not only support growth within these industries but also align with the nation’s broader
vision of promoting a circular economy and reducing dependency on imported raw materials. These schemes
concerns the wider aspect of the Indian economy and its development wherein the metal recycling sector is directly
or indirectly impacted by it.
➢ PM E-DRIVE (Electric Drive Revolution in Innovative Vehicle Enhancement) Scheme: The PM
E-DRIVE (Electric Drive Revolution in Innovative Vehicle Enhancement) Scheme was launched by the
Ministry of Heavy Industries, Government of India, through Gazette notification S.O. 4259(E) on
September 29, 2024, and is being implemented from October 1, 2024, to March 31, 2026. Subsuming
the earlier EMPS-2024 benefits for the April–September 2024 period, the effective duration of the
scheme spans two years. With an overall outlay of INR10,900 crore, PM E-DRIVE aims to accelerate
the adoption of electric vehicles across various categories, including e-two-wheelers, e-three-wheelers,
e-buses, e-ambulances, and electric trucks, with a strong emphasis on commercial and public transport
applications. The scheme introduces first-of-its-kind direct incentives for electric trucks, providing
buyers with INR I5,000 per kWh of battery capacity, capped at INR 9.6 lakh per truck, with a dedicated
INR 500 crore allocation for 5,600 e-trucks—of which 1,100 are earmarked for Delhi-NCR to tackle air
pollution. As of July 2025, significant progress has been made: 12 lakh e-two-wheelers have been
supported against a target of 24.5 lakh, 1.6 lakh e-three-wheelers against a 2 lakh target, and 10,400 e-
buses have been sanctioned for deployment across key cities such as Bengaluru, Delhi, Hyderabad,
Ahmedabad, and Surat. The scheme also mandates a phased manufacturing programme (PMP) to
encourage domestic sourcing, minimizing import dependency. It integrates closely with the
government’s broader objectives of electrifying public transport, reducing emissions, and creating a
circular economy through support for local EV manufacturing, vehicle recycling, and component reuse.
➢ Production Linked Incentive (PLI) Schemes: The Production Linked Incentive (PLI) Scheme,
launched in 2020, is a landmark initiative by the Government of India to bolster domestic manufacturing,
reduce import dependency, and enhance global competitiveness across 14 strategically chosen sectors.
With a total outlay of INR 1.97 lakh crore (over US$26 billion), the scheme provides direct financial
incentives linked to incremental production, sales, and investments. In the Union Budget 2025–26,
allocations for several key sectors under PLI were significantly enhanced, including electronics and IT
hardware (INR 9,000 crore), automobiles and auto components (INR 2,818.85 crore), and textiles (INR
1,148 crore)—underscoring the government’s continued push to scale up indigenous manufacturing. As
of August 2024, actual investments worth INR 1.46 lakh crore have already been realized. These
investments have led to INR 12.5 lakh crore in production output, INR 4 lakh crore in exports, and the
creation of around 9.5 lakh jobs, expected to rise to 12 lakh in the near future. The scheme has catalyzed
transformative growth in sectors such as mobile phone manufacturing, pharmaceuticals, solar PV
modules, and drones. It also aligns with broader policy reforms, including liberalized FDI policies, which
have resulted in a 69% increase in FDI equity inflows into manufacturing between 2014 and 2024.
Collectively, the PLI schemes are not only reshaping India’s industrial landscape but also reinforcing its
vision of Atmanirbhar Bharat by fostering technological innovation, employment generation, and global
supply chain integration.
➢ Vehicle Scrappage Policy (2021): Introduced to eliminate old and environmentally harmful vehicles,
the Vehicle Scrappage Policy fosters a circular economy in the auto sector. Vehicles that fail automated
fitness tests after 15 to 20 years (depending on type) must be scrapped, and owners are incentivized
through tax relief and purchase discounts. This generates a consistent stream of end-of-life vehicles
172(ELVs), which are a valuable source of recyclable metals like steel, aluminium, and copper. The policy
supports the creation of Registered Vehicle Scrapping Facilities (RVSFs) and Automated Testing
Stations (ATSs), facilitating a structured and efficient vehicle dismantling and recycling infrastructure
in the country. As of January 2025, 84 RVSFs are operational, with 22 facilities transitioned from the
informal sector, reflecting progress in formalizing the scrappage ecosystem. The scheme has been
reinforced by the End-of-Life Vehicles (Management) Rules, 2024 and Environment Protection (End-
of-Life Vehicles) Rules, 2025, introducing Extended Producer Responsibility (EPR) targets for OEMs,
beginning FY 2025–26.
➢ Smart Cities Mission and AMRUT: The Smart Cities Mission (SCM), launched on June 25, 2015, is a
flagship urban transformation initiative by the Government of India aimed at enhancing the quality of
life in 100 selected cities through smart and sustainable infrastructure and governance solutions.
Anchored on principles of economic growth, inclusivity, and environmental sustainability, the mission
follows both area-based development and pan-city approaches, focusing on efficient service delivery
across housing, transport, education, healthcare, and recreation. The Union Government allocated a total
of INR 47,652 crore, of which 99.44% has already been disbursed to the participating cities as of March
31, 2025. Supplemented by funding from state governments, urban local bodies, and public-private
partnerships, the total investment under the mission has reached INR 1.64 lakh crore. As of May 9, 2025,
the mission has achieved the completion of 7,555 out of 8,067 projects (94%), while the remaining 512
projects worth INR 13,043 crore are in advanced stages of implementation. Notable achievements
include the establishment of Integrated Command and Control Centres in all 100 cities leveraging AI
and IoT technologies, the creation of smart roads, classrooms, health centres, and initiatives like
Cycles4Change and Streets4People that promote inclusivity and open public spaces. The Smart Cities
Mission is playing a pivotal role in redefining urban governance, infrastructure, and livability, with its
holistic outcomes serving as blueprints for future urban development across India.
➢ PM Gati Shakti National Master Plan: The PM Gati Shakti National Master Plan (NMP), launched on
October 13, 2021, is a transformative initiative aimed at streamlining multimodal infrastructure
development across India. With an ambitious outlay of INR 100 lakh crore, the scheme unifies planning
and implementation across 44 Central Ministries and 36 States/UTs, leveraging a dynamic GIS platform
developed by BISAG-N. The plan covers seven core sectors—railways, roads, ports, waterways, airports,
mass transport, and logistics infrastructure—to facilitate holistic and synchronized infrastructure growth.
As of October 2024, over 1,614 data layers have been integrated into the portal, allowing real-time
mapping, gap identification, and optimization of project alignments. Notably, 208 high-value projects
worth INR 15.39 lakh crore have been assessed under Gati Shakti principles. The platform has
significantly improved the quality and speed of infrastructure project execution by reducing approval
delays, minimizing ecological disruption, and cutting costs through better design integration. With
enhanced interoperability among ministries and datasets such as eDAR and toll data, the scheme is
steadily transforming India’s infrastructure ecosystem and boosting investor confidence while supporting
the broader vision of Aatmanirbhar Bharat.
➢ Atal Mission for Rejuvenation and Urban Transformation (AMRUT): The Atal Mission for
Rejuvenation and Urban Transformation (AMRUT) was launched on June 25, 2015, with the objective
of improving urban infrastructure and enhancing the quality of life in cities, particularly by ensuring
universal access to basic services like water supply, sewerage, non-motorized transport, and green
spaces. The Mission initially covered 500 cities (later revised to 485, following the merger of 15 cities)
and operated as a centrally sponsored scheme, with funds allocated based on urban population and the
number of statutory towns in each state. Over the past decade, INR 2.73 lakh crore worth of projects
have been sanctioned under AMRUT and AMRUT 2.0, out of which projects worth INR 1.12 lakh crore
have been completed, and INR 72,656 crore has been spent. Key outcomes include the provision of 2.03
crore tap connections, 1.50 crore sewer connections, installation of 99 lakh LED streetlights leading to
annual savings of 666 crore kWh of power and a reduction of 46 lakh tonnes of CO₂ emissions, and the
raising of INR 4,984 crore by 13 Urban Local Bodies (ULBs) through municipal bonds for infrastructure
financing. Furthermore, State Annual Action Plans (SAAPs) valued at INR 77,640 crore were approved,
with committed Central Assistance of INR 35,990 crore. The Mission’s integrated focus on water
security, pollution reduction, and green space development has significantly upgraded urban service
delivery, especially for the urban poor, and encouraged cities to incorporate smart features in planning
173and execution. AMRUT continues to drive India’s urban transformation, complementing the Smart Cities
Mission and laying the foundation for more sustainable and inclusive urban growth.
2.4.1 Government Policies Supporting Circular Economy and Metal Recycling
To promote sustainable industrial development and reduce reliance on imported raw materials, the Government
of India has implemented a range of policies aimed at embedding circular economy principles—particularly in
the metal recycling sector. These initiatives encompass areas such as scrap handling, vehicle dismantling, battery
recycling, and taxation reforms. They aim to formalize the recycling industry, boost material recovery efficiency,
and foster the integration of recycled inputs across major industrial segments. Collectively, these measures
establish a foundational policy ecosystem that positions metal recycling as a key driver of resource efficiency,
environmental responsibility, and manufacturing competitiveness.
• Non-Ferrous Metal Scrap Recycling Framework (2020): Launched by the Ministry of Mines, this
framework addresses rising demand for non-ferrous metals such as aluminium, copper, and zinc, while
reducing environmental impact and import dependency. It outlines a national-level plan for structured
collection, segregation, and scientific recycling of non-ferrous scrap. The policy promotes the
establishment of authorized recycling centers with modern infrastructure, enforcing adherence to
environmental and occupational safety norms. It also mandates robust scrap tracking systems, improved
traceability, and implementation of quality assurance protocols to increase recovery efficiency and metal
purity. Additionally, it includes awareness and capacity-building programs to help integrate informal
recyclers into the formal recycling network. On May 7, 2025, Union Minister G. Kishan Reddy launched
the Non-Ferrous Metal Recycling Stakeholders' Portal (https://nfmrecycling.jnarddc.gov.in), developed
under this framework to centralize data, facilitate stakeholder registration, and support evidence-based
policy interventions
• Scrap Recycling Policy (2019): The Scrap Recycling Policy (2019), introduced by the Ministry of Steel,
aims to formalize India’s scrap ecosystem by promoting a circular economy in the steel sector and
reducing dependency on imported raw materials. It supports the objectives of the National Steel Policy
2017 by facilitating the establishment of Collection, Dismantling, and Scrap Processing Centres for
scientific and environmentally sound recycling of ferrous and non-ferrous scrap. The policy promotes
the 6Rs—Reduce, Reuse, Recycle, Recover, Redesign, and Remanufacture—while encouraging shared
responsibility among stakeholders including aggregators, dismantlers, recyclers, OEMs, and government
agencies. It mandates Extended Producer Responsibility (EPR) for vehicle manufacturers, requiring
incentives for scrapping End-of- Life Vehicles (ELVs) and ensuring issuance of Certificates of
Destruction (CoD). Emphasis is placed on environmentally sound practices through adherence to rules
such as the Hazardous & Other Wastes (Management) Rules, 2016, and ensuring depollution and safe
disposal of toxic components. The policy helps reduce greenhouse gas emissions and resource
consumption, contributing to India’s sustainability goals while boosting domestic metal availability and
enabling steel production targets of 300 MTPA by 2030 with a significant share from the scrap-based
Electric Arc Furnace (EAF) and Induction Furnace (IF) routes.
• Vehicle Scrappage Policy (2021): The Vehicle Scrappage Policy, launched in October 2021 by the
Ministry of Road Transport and Highways (MoRTH), is a key initiative aimed at reducing vehicular
pollution, enhancing road safety, and promoting a circular economy by encouraging the scientific
scrapping of old and unfit vehicles. Under this policy, vehicle owners are incentivized through motor
vehicle tax concessions of up to 25% for private vehicles and 15% for commercial vehicles, along with
registration fee waivers upon purchase of a new vehicle against a Certificate of Deposit (CoD). To ensure
environmentally sound dismantling, the policy mandates scrapping to be carried out at Registered
Vehicle Scrapping Facilities (RVSFs) adhering to CPCB guidelines and AIS-129 standards. As of
January 2025, 84 RVSFs are operational across India, including 22 transitioned from the informal sector,
marking significant progress in formalizing the scrappage value chain. The policy has been further
institutionalized through the End-of-Life Vehicles (Management) Rules, 2024 and Environment
Protection (End-of-Life Vehicles) Rules, 2025, which introduce Extended Producer Responsibility
(EPR) targets for OEMs starting FY 2025–26, making them accountable for the retrieval and recycling
of ELVs.
174• Battery Waste Management Rules (2022): The Battery Waste Management Rules, 2022, enforced at
the national level by the Government of India, provide a comprehensive regulatory framework for the
environmentally sound collection, recycling, and management of all types of batteries—including
automotive, portable, industrial, and electric vehicle (EV) batteries. Central to the rules is the principle
of Extended Producer Responsibility (EPR), which mandates producers to register with the Central
Pollution Control Board (CPCB) and take responsibility for the collection and recycling/refurbishing of
waste batteries through progressively increasing targets. For EV batteries, producers must ensure 70%
collection by 2027–28, with material recovery targets rising from 70% in FY2024–25 to 90% by
FY2026–27, measured as a percentage of dry weight. Additionally, producers are obligated to
incorporate a minimum of 5% domestically recycled materials in new batteries by FY2027–28,
increasing to 20% by FY2030–31, to stimulate the domestic recycling ecosystem and reduce import
dependency. The rules prohibit sending batteries to landfills or incineration, enforce minimum material
recovery rates of 90% for EV and portable batteries and 60% for automotive and industrial batteries by
FY2026–27, and mandate online registration, tracking, and detailed labelling. Non-compliance by
producers or recyclers results in environmental compensation penalties, calculated based on waste
handling and processing costs, and could also lead to registration cancellation or imprisonment under
Section 15 of the Environment (Protection) Act, 1986. These measures are expected to build a circular
economy around battery materials, reduce environmental risks, and strengthen India’s e-mobility and
energy storage sectors.
• Extended Producer Responsibility (EPR) Guidelines: The Extended Producer Responsibility (EPR)
Guidelines, reinforced under the Hazardous and Other Wastes (Management and Transboundary
Movement) Second Amendment Rules, 2024—effective from April 1, 2026 to form a foundational
element of India’s circular economy strategy. These guidelines mandate that producers, particularly in
metal-intensive sectors like electronics, automotive, and packaging, are legally responsible for the post-
consumer phase of products made from non-ferrous metals such as aluminium, copper, and zinc. The
updated EPR framework, notified by the Ministry of Environment, Forest and Climate Change
(MoEFCC) on July 1, 2025, requires all stakeholders—producers, manufacturers, recyclers, refurbishers,
and collection agents to register on a centralized CPCB portal and meet specific annual recycling targets.
Producers must fulfill obligations starting at 10% in FY2026–27 and rising to 75% by FY2032–2033,
either through in-house recycling or by purchasing tradable EPR certificates from registered recyclers.
Additionally, manufacturers are obligated to use a minimum of 5% domestically recycled content from
FY2028–2029, increasing to 25% by FY2033–FY2034, with exemptions allowed under technical or
statutory limitations. The rules promote reuse by offering refurbishing credits for certain products,
allowing temporary deferral of EPR obligations. Non-compliance attracts environmental compensation
penalties as per Rule 60, along with possible registration suspension, and prosecution under the
Environment (Protection) Act, 1986.
• GST Reforms for Scrap Metal Recycling: The Government has implemented several reforms under
the Goods and Services Tax (GST) regime to address long-standing issues affecting the scrap metal
recycling sector. The 54th GST Council Meeting introduced major reforms to the taxation framework
for metal scrap, aimed at streamlining compliance and improving traceability in the recycling sector.
Effective from 10th October 2024, the Reverse Charge Mechanism (RCM) now applies to purchases of
metal scrap from unregistered suppliers. Under RCM, registered buyers must pay 18% GST on such
transactions and issue self-invoices, thereby bringing informal sector dealings under formal tax
compliance. Additionally, for purchases from registered suppliers, a 2% TDS is now applicable when
the contract value exceeds INR 2.5 lakh. Buyers are required to register for TDS, file returns, and issue
certificates, while sellers can claim the TDS as credit. These changes impact all stakeholders, buyers,
registered recyclers, and informal suppliers, by enforcing better documentation and improving revenue
accountability. The reforms aim to curb tax evasion, promote formalization, and make the organized
recycling industry more competitive. By establishing a clear and predictable tax regime, these GST
amendments support the long-term growth and sustainability of India’s metal recycling ecosystem
• National Resource Efficiency Policy (NREP), 2019: The Draft National Resource Efficiency Policy
(NREP), introduced by the Ministry of Environment, Forest and Climate Change in 2019, outlines a
strategic vision for environmentally sustainable and equitable economic growth in India. It aims to ensure
long-term resource security, a healthy environment—including air, water, and land—and the restoration
175of ecosystems rich in biodiversity. The policy is anchored in key principles such as reducing primary
resource consumption to sustainable levels aligned with the Sustainable Development Goals and
planetary boundaries; generating higher economic value with less material input through resource-
efficient and circular economy approaches; minimizing waste across all sectors; enhancing material
security; and fostering the creation of green jobs and business models that contribute meaningfully to
environmental protection and ecological restoration.
2.5 Impact of Tariffs on India's Aluminium, Zinc, Copper, and Stainless-Steel Imports
India is expected to face limited direct consequences from the United States’ recent move to raise import duties
on steel and aluminium to 50%. However, the decision is poised to disrupt global trade flows, increasing India's
exposure to inexpensive metal imports, especially from Asian countries such as China, South Korea, and Vietnam.
Although India’s proposed 12% safeguard duty on steel imports is lower than industry expectations, it is
anticipated to provide partial protection against the rising surge of cheap Chinese steel.
In FY 2025, India exported approximately USD 4.56 billion worth of iron, steel, and aluminium products to the
United States, including USD 587.5 million in iron and steel, USD 3.1 billion in articles of iron or steel, and USD
860 million in aluminium and related articles. Although these export volumes are relatively modest compared to
total domestic production, the secondary effects of diverted trade flows could be significant. According to the
Engineering Export Promotion Council of India (EEPC), the US tariff hike may impact India’s engineering
exports, as it alters the global pricing and availability of critical inputs. A significant rise in tariffs could affect
India’s export competitiveness and potentially influence shipment volumes in this crucial segment. If the US
implements the 50% tariff on steel, aluminium, and related products, Indian exports could become significantly
costlier, which may lead to a moderation in shipments, according to EEPC India Chairman Pankaj Chadha. At
present, India exports close to USD 5 billion worth of these commodities to the United States each year,
highlighting the significance of this trade relationship.
Aluminium: With the US effectively limiting market access for many Asian exporters, India may witness
increased inflows of aluminium. This development could reposition India as an important player in regional
aluminium trade. Countries like China, which already influence global pricing, may redirect more volumes toward
India. The Aluminium Association of India (AAI) has highlighted the need for strategic responses, noting that
higher US tariffs may reshape the global aluminium landscape. Domestic producers, who are navigating
challenges from competitively priced imports, may need to enhance efficiency and explore value-added
opportunities to maintain growth momentum.
Zinc: India is a major importer of zinc concentrates, essential for galvanization across infrastructure, automotive,
and construction sectors. With global trade diversions caused by US tariffs, excess zinc supply in Asian markets
may result in temporary price reductions, potentially disrupting market stability.
Copper: Copper plays a vital role in India’s infrastructure, energy transition, and building sectors. Given India’s
significant dependency on refined copper imports, trade redirection from the US could lead to increased
competition and price fluctuations domestically. While downstream sectors—such as electrical cable and wire
manufacturing—may gain from lower input costs, Indian copper refiners might see their profitability shrink under
pressure from rising imports.
Stainless Steel: The Indian steel sector is particularly susceptible to trade diversion, especially from China,
Indonesia, and South Korea. According to Nikunj Saraf, Vice President at Choice Wealth, the primary concern
lies in the renewed risk of Chinese steel dumping in India due to the US market restrictions. Chinese exports to
India could rebound to previous levels, nearing one million tonnes, placing downward pressure on domestic prices
and compressing margins for Indian producers.
3. GLOBAL LOBAL METAL RECYCLING & RECOVERY MARKET
Metal recycling involves reprocessing scrap metal into useful products to conserve natural resources, reduce
energy consumption, and minimize greenhouse gas emissions. The process includes collecting and treating waste
metal to produce new materials, which can then be used to manufacture items like bars, ropes, ingots, billets and
poles. Recycled metals find applications across various industries, including construction, packaging, automotive,
industrial machinery, and shipbuilding. With increasing government support, corporate ESG commitments, and
global decarbonization goals, the metal recycling and recovery market is poised for long-term growth and strategic
importance in sustainable resource management.
176The growth of the global metal recycling & recovery market is being driven by the surge in construction activities
across regions like Europe and Asia-Pacific. Rapid urbanization and industrialization are accelerating economic
development, which in turn increases demand for metal recycling. Moreover, metal recycling not only supports
job creation but also strengthens national economies—for example, the U.S. recycling industry employs over a
million people and generates approximately USD 236.0 billion annually.
Urbanization and industrial growth are among the primary drivers of the market, as manufacturers increasingly
use recycled metals to produce goods without compromising quality. Government regulations further support this
trend. For instance, the U.S. recycling industry adds USD116.8 billion to the national economy.
According to Tata Steel MD and CEO T V Narendran, the recycling industry is poised to surpass traditional
mining in economic value by 2050. This shift underscores a long-term transition from resource extraction to
resource recovery, particularly in urban settings. The emergence of “urban mining” — the process of recovering
valuable and critical minerals from discarded electronic devices — is expected to play a pivotal role in addressing
India’s resource scarcity while supporting its fast-growing consumption of electronics and infrastructure
materials.
Tata Steel’s own investment into recycling through its Industrial By-products Management Division (IBMD),
which has already achieved a turnover of ₹10,000 crore, reflects the strategic importance of this sector. Industry
players are increasingly designing metals like steel and aluminium for recyclability, ensuring quality output from
secondary production processes. This not only supports circular economy goals but also aligns with
decarbonization targets, especially in energy-intensive sectors such as steel and aluminium.
Parallel to developments in the steel sector, the aluminium recycling industry in India is also witnessing
accelerated growth with the industry poised to become bigger than its mining sector in the near future. The ability
to produce high-quality aluminium from scrap, with significantly lower energy inputs compared to primary
extraction, is making secondary production an attractive and scalable alternative. The growing adoption of electric
vehicles, renewable energy systems, and lightweight materials in automotive and construction sectors is further
fueling demand for recycled metals.
Despite these advancements, challenges such as poorly organized scrap metal collection and limited scrap zones
may hinder market growth. Nevertheless, the increasing construction of buildings and the resulting waste disposal
in landfills are expected to create promising opportunities for the metal recycling & recovery market industry.
3.1 Key Processes Forming Metal Recycling & Recovery
Filtration &
Collection Sorting Processing Melting Solidifying Shipping
Purification
Collection: Scrap metals are collected either through drop-offs by individuals or by recycling facilities
themselves. Upon arrival, the metals are weighed to determine payout and processing needs. Residential items
like tin cans and cast-iron pans are also transported by trucks and weighed before processing.
Sorting: After weighing, the scrap is sorted to remove non-metal materials and debris. Equipment such as the
DE-STONER is used to separate light materials like plastic. Metals are further sorted by type—such as copper or
steel—and classified as ferrous or non-ferrous using machines like crossbelt magnetic separators.
Processing: Before melting, scrap metals are reduced to smaller, manageable pieces through hydraulic equipment,
shredders, or torches. These smaller pieces are then sent to a foundry for further processing.
Melting: Metals are melted in furnaces specific to their type- steel, aluminium, tin, etc. This melting process is
more energy-efficient compared to extracting and refining raw materials.
Filtration & Purification: Impurities in the molten metal either rise to the surface for removal or are eliminated
through electrolysis, depending on the metal being processed.
Solidifying: Once purified, the molten metal is poured into molds through a process known as casting, allowing
it to cool and solidify into standardized shapes such as ingots, rods, sheets, or blocks. Depending on the desired
end-use, various casting methods may be used such as continuous casting for sheets and billets, or ingot casting
for larger blocks. This step ensures the recycled metal is ready for downstream manufacturing application.
Shipping: Once solidified, the recycled metal is shipped to manufacturers where it is used to create new products
such as food cans or cookware starting its life cycle again.
1773.2 Global Demand Projections (CY2020 to CY2030F)
3.2.1 Aluminium
Chart: Global Aluminium Market Forecast: Sales Volume (in Million Tons) and Volume (in Billion USD)
140.0 373.9 400.0
360.8
347.4
333.5
120.0 319.1 350.0
304.5 303.3
280.0 284.6
300.0
100.0 254.3
250.0
80.0
186.8
200.0
60.0
150.0
40.0
100.0
20.0
50.0
89.2 96.8 98.9 102.8 106.5 111.2 114.8 118.0 121.1 124.1 127.1
0.0 0.0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
In Million Tons In Billion USD
Source: IMARC, ICRA Analytics
The global aluminium market reached a value of USD284.6 billion and a volume of 106.5 million tons in CY2024,
recording a CAGR of 11.1% in value and 4.5% in volume from CY2020 to CY2024.
The market's growth is largely driven by a strong shift toward sustainability and the implementation of
advanced technologies within the industry. Leading producers are increasingly focused on developing
low-carbon aluminium and innovative recycling methods to minimize environmental impact. Companies
like CMR Green Technologies Limited are a critical enabler of the global aluminium industry’s
decarbonisation imperative due to its nature of business.
• This shift is influenced by tightening environmental regulations and rising consumer preference for eco-
friendly materials. While the focus on low-carbon aluminum and recycling solutions is intensifying due
to regulatory pressures and growing environmental awareness, the increasing usage of aluminium is also
supported by its inherent advantages—such as being lightweight, corrosion-resistant, highly durable, and
an excellent conductor of heat and electricity. These properties make aluminium a preferred material
across sectors, including automotive (especially EVs), aerospace, construction, electronics, and
packaging. For example, in January 2024, Alcoa Corporation began supplying low-carbon aluminium to
Nexan S.A, produced using ELYSIS technology, which enables aluminium production without direct
greenhouse gas emissions and generates oxygen as a byproduct. In a similar move, Rio Tinto Group
announced plans to power 90% of its Gladstone aluminium operations using renewable energy from
Edify Energy Pty Ltd 600MW solar and 2,400MWh battery projects. Construction is set to begin in late
2025 and finish by 2028. These initiatives are expected to greatly improve the sustainability credentials
of global aluminium production.
Looking ahead, the global aluminium market is projected to reach a value of USD 373.9 billion and a volume of
127.1 million tons by CY2030, indicating a CAGR of 4.3% in value and 2.7% in volume over the period CY2025
to CY2030.
The growing demand from the transportation sector is expected to drive aluminium market growth in the coming
years. Due to its lightweight and high-strength characteristics, aluminium is a vital material in the manufacturing
of electric vehicles (EVs), ICE automobiles and aircraft. The rapid expansion of the global EV market, supported
by government incentives and strict emissions regulations, is likely to boost aluminium use in automotive
applications. Additionally, Boeing's projection of a 67% increase in the global freighter fleet from 2,375 aircraft
in 2024 to 3,975 by 2044 highlights aluminium’s increasing importance in aviation. These developments are
expected to sustain long-term demand and strengthen aluminium’s position as a key material in next-generation
178transportation technologies. Beyond transportation, aluminium usage is also increasing in the building and
construction (B&C) sector, where it offers improved performance, design flexibility, and reduced maintenance
costs over the lifecycle compared to conventional materials. Additionally, the metal packaging segment is
witnessing robust growth as industries shift away from plastic and glass, driven by circular economy goals and
rising sustainability concerns. Compared to mild steel, aluminium has a lower density approximately one-third
which significantly reduces weight in structural applications. Although aluminium is costlier than steel, its higher
strength-to-weight ratio, corrosion resistance, and recyclability often lead to lower lifetime costs and superior
environmental performance. These trends are expected to fuel long-term demand across multiple sectors.
Price Trends:
Supply Chain Disruptions: The aluminum industry continued to face severe disruptions in the global supply
chain. The aftermath of the COVID-19 pandemic led to widespread logistical challenges, including port
congestion, container shortages, and delays in the transportation of raw materials. In parallel, several mining
operations were either halted or operating at reduced capacity due to labor shortages, health restrictions, and rising
operational costs. These bottlenecks not only delayed raw material deliveries but also increased lead times and
costs across the entire value chain, affecting both upstream (bauxite mining and alumina refining) and downstream
(rolling and extrusion) operations.
Geopolitical Factors: The outbreak of the Russia-Ukraine war had a profound impact on global commodity
markets, including aluminium. Russia is one of the prominent suppliers of aluminum, as well as its key inputs,
including bauxite and alumina. The conflict, along with sanctions and trade restrictions, disrupted these supply
chains, reducing the availability of raw materials in global markets. Simultaneously, the war triggered an energy
crisis across Europe, as Russia significantly reduced its natural gas supplies. This led to skyrocketing energy costs,
making aluminium smelting economically unviable for several European producers. Many smelters either reduced
output or shut down entirely, further tightening the supply and fueling price increases. The uncertainty created by
the conflict also impacted investor sentiment and procurement strategies, with many buyers seeking alternative
supply sources—often at higher costs.
Energy Cost Increase: Aluminium production is extremely energy-intensive, relying heavily on electricity and
natural gas. The global surge in energy prices significantly increased smelting costs, particularly in regions
dependent on fossil fuel-based power. This was further exacerbated by the Russia-Ukraine war, which triggered
an acute energy crisis in Europe as Russian natural gas supplies were curtailed. The resulting spike in energy costs
rendered aluminum smelting economically unsustainable for many European producers, leading to widespread
output reductions and smelter shutdowns. These supply-side constraints contributed to a tighter global aluminum
market and drove prices sharply higher.
3.3 Share of Recycled/Recovered Aluminium in Total Demand
Chart: Global Metal Recycling and Recovery Market: Share of Recycled/Recovered Aluminium in Total
Demand, (in %), CY2020-CY2030F
17940.0%
35.0%
30.0%
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
CY2025 CY2026 CY2027 CY2028 CY2029 CY2030
CY2020 CY2021 CY2022 CY2023 CY2024
F F F F F F
Aluminium 29.6% 28.8% 29.6% 31.5% 32.2% 33.5% 34.3% 35.3% 36.1% 36.9% 37.8%
Source: IMARC, ICRA Analytics
▪
1803.3.1 Recycled Aluminium
Chart: Global Recycled Aluminium Market Forecast: Sales Volume (in Million Tons) and Sales Value (in
Billion USD)
60.0 160.0
141.3
133.3
140.0
50.0 125.4
117.7
109.5 120.0
101.5
40.0
90.2 88.3 91.6 100.0
73.3
30.0 80.0
55.3
60.0
20.0
40.0
10.0
20.0
26.4 27.9 29.3 32.4 34.3 37.2 39.4 41.6 43.7 45.8 48.0
0.0 0.0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
In Million Tons In Billion USD
Source: IMARC, ICRA Analytics
The global recycled aluminium market reached a value of USD 91.6 billion and a volume of 34.3 million tons in
CY2024, registering a CAGR of 13.5% in value and 6.8% in volume between CY2020 and CY2024.
The global recycled aluminium market is being propelled by its strong alignment with global sustainability goals
and carbon reduction initiatives. Aluminium is endlessly recyclable without any loss in quality, making it an ideal
material for sustainable industrial use. Moreover, 100% of aluminium can be recycled, reducing the need for
extracting finite bauxite resources. Beyond energy and cost efficiency, aluminium recycling helps mitigate
environmental damage by eliminating the need for bauxite mining, which often causes deforestation and habitat
loss. It also reduces industrial water usage and minimizes hazardous waste like red mud. Moreover, recycling
curbs air pollutants such as sulphur dioxide (SO₂) and nitrogen oxides (NOₓ), improving local air quality and
public health outcomes. Recycling aluminium consumes only 5% of the energy required for primary production,
making it a key solution in lowering industrial emissions. While primary aluminium production emits ~2.9 tCO₂
per ton even under the best available technology, recycled aluminium has up to 5 times lower emissions. This
significant energy efficiency advantage is expected to boost adoption across sectors such as construction.
Additionally, secondary aluminium production has approximately 90% lower capital expenditure (capex)
intensity compared to primary production, making it the most cost-effective pathway to decarbonizing the
industry. As industries increasingly prioritize sustainable sourcing and circular economy practices, the demand
for recycled aluminium is projected to surge. While switching to greener energy sources (like hydro or natural
gas) for primary aluminium smelting is an option, it comes at a 15–20% higher capex intensity compared to coal-
based plants, further reinforcing the cost and climate case for recycled aluminium. Major investments, such as
Hydro Aluminium Iberia S.A.U’s EUR 180 million recycling plant in Torija, Spain, further reflect industry
commitment to expanding capacity and reducing reliance on primary aluminium.
The environmental and economic advantages of aluminium recycling further reinforce its role in driving
sustainable industrial practices. Recycling just one tonne of aluminium can save up to 8 tonnes of bauxite, 14,000
kWh of energy, and approximately 40 barrels of oil, significantly reducing the demand for virgin resource
extraction. In fact, secondary aluminium production requires only 5% of the energy used in primary production,
resulting in lower carbon emissions—a critical factor in meeting global climate targets. Additionally, recycling
aluminium avoids the ecological impacts of mining and refining, including land degradation and water pollution,
while conserving up to 95% of the water required compared to producing primary aluminium. The process also
supports a circular economy by enabling infinite recyclability without quality loss, thereby extending the
material’s lifecycle and reducing landfill waste. Beyond environmental benefits, aluminium recycling offers a
cost-effective, low-capex pathway for industries to reduce their carbon footprint, while simultaneously generating
employment in the recycling and materials recovery sectors. As global industries pivot toward sustainable
sourcing and decarbonization, the strategic advantages of aluminium recycling make it an indispensable
component of the green transition.
i T. .
181Looking ahead, the global recycled aluminium market is anticipated to reach a value of USD 141.3 billion and a
volume of 48.0 million tons by CY2030, with a CAGR of 6.9% and 5.2%, respectively, from CY2025 to CY2030.
The shift toward electric vehicles (EVs) zis expected to further drive the use of recycled aluminium in automotive
applications. Leading manufacturers like General Motors and Volkswagen are setting ambitious EV production
targets, increasing the need for lightweight and sustainable materials. Currently, EVs account for around 18% of
global car sales (as of 2024), and this penetration is expected to grow to over 40-45% by 2030, driven by strong
policy support, improving charging infrastructure, and declining battery costs. OEMs are investing heavily in
electrification— Ford has committed over USD 50 billion towards EV development through 2026, Volkswagen
aims for 80% of its European sales to be EVs by 2030, and General Motors plans to phase out internal combustion
engine (ICE) vehicles by 2035.
Recycled aluminium is now widely used in battery housings and structural components, aided by advancements
in alloy design and processing techniques that meet EV-specific performance requirements. Aluminium's light
weight improves vehicle energy efficiency, enabling greater driving range and reducing battery size and cost.
Research shows that a 10% weight reduction can lead to an improvement of up to 6–8% in EV range This makes
aluminium a key enabler for achieving vehicle performance and efficiency targets in electric models. Moreover,
EVs consume nearly 3 times more aluminium than ICE vehicles—largely due to their need for lightweight
structures, battery housings, and motor components. Countries with high recycling rates—such as Italy—
underscore the market’s positive trajectory, supported by effective collection systems, active consumer
participation, and strong regulatory frameworks. For instance, in 2022, 73.6% of aluminium packaging in Italy
was recycled, and with energy recovery, the total recovery rate reached ~78%. The growing collaboration between
manufacturers and recyclers to establish closed-loop systems is expected to further accelerate market expansion
in the coming years.
Price Trends:
High Aluminium Prices: Primary aluminium prices in 2022 reached multi-year highs due to global supply
disruptions and energy crises. This rise in prices made recycled aluminium comparatively more profitable,
incentivizing scrap collection and secondary smelting. Many manufacturers turned to recycled sources to reduce
costs, driving a sharp market expansion that year.
Energy Crisis: During the Russia-Ukraine war, European smelters faced soaring electricity costs, resulting in
widespread curtailments of primary aluminium production. This created a supply gap in the market, which was
partly filled by recycled aluminium, whose production requires significantly less energy. The shift contributed to
an exceptional rise in demand during 2022.
Economic Slowdown and Inventory Correction: Despite strong fundamentals, the market faced a slight dip due
to macroeconomic headwinds. Inflation, rising interest rates, and a slowdown in construction and automotive
sectors (especially in Europe and North America) dampened demand. Moreover, overstocking in 2022, as buyers
rushed to secure material amid price volatility, led to inventory corrections in 2023. These factors collectively
resulted in a temporary decline in recycled aluminium market revenues, followed by an expected recovery in later
years.
Impact of China’s Curbs on Primary Aluminium
China’s aluminium sector, long the backbone of global supply, is now approaching a critical structural threshold.
As of 2024, the nation produced approximately 44 million metric tons of aluminium, nearing its 45-million-ton
annual cap imposed by the government in 2017. This ceiling—established to curb overcapacity and address
environmental concerns—has now become a binding constraint. With smelters running at 98.2% capacity in Q1
2025, China’s ability to increase primary aluminium production is significantly limited. This constraint comes at
a time when global aluminium demand continues to rise across industries like automotive, aerospace, renewable
energy, and construction.
China’s dominance in aluminium—built over two decades through state-driven investments, preferential energy
pricing, and strong downstream integration—accounts for roughly 60% of global primary aluminium output.
However, the country now faces sustainability-related limitations. As part of its decarbonization strategy, the
government is shifting aluminium production from coal-heavy areas to cleaner energy regions like Yunnan and
Inner Mongolia. While this supports long-term environmental goals, it does not raise total output due to the
ongoing production cap, further tightening global supply.
Adding to this supply pressure, China eliminated the 13% export tax rebate on aluminium products in December
2024, leading to an 11% drop in exports in early 2025. Since Chinese aluminium exports fulfill nearly 15% of
global demand, this policy shift significantly impacts global availability. With domestic production capped and
exports declining, international consumers are increasingly turning to recycled (secondary) aluminium to close
the supply gap.
Recycled aluminium is now central to restoring balance in the global aluminium market. Recognizing its
importance, China has launched a national recycling campaign aiming to produce over 15 million metric tons of
182recycled aluminium annually by 2027. This approach not only helps sidestep production limits but also reduces
dependency on imported bauxite and alumina, while promoting industrial circularity.
Globally, momentum is building around recycled aluminium. Western economies like the U.S. and EU are heavily
investing in recycling infrastructure, aiming to offset high energy costs and reduce reliance on China. Closed-loop
systems are expanding in sectors like automotive and packaging, and regions such as Southeast Asia and Latin
America are ramping up scrap collection and processing capacity to meet rising demand for low-carbon
aluminium.
Simultaneously, Western nations are exploring ways to revive dormant smelting operations—including 1 million
tons of idle capacity in the U.S. and nearly half of Europe’s capacity, which was shut down during the 2022 energy
crisis. While power costs remain a hurdle, market conditions are improving. Notably, Century Aluminum
Company has secured USD 500 million in U.S. federal funding to build the country’s first new smelter in over
four decades, and companies like Rio Tinto Group are evaluating low-carbon projects in Finland and India,
leveraging renewables and advanced smelting technologies.
However, the growing reliance on recycled aluminium brings new challenges. Scrap availability varies widely
across regions, and many developing countries face difficulties in scaling efficient collection systems.
Additionally, scrap quality inconsistencies present technical obstacles for high-performance applications. These
pressures are encouraging innovation in sorting technologies and prompting countries to build more organized
global trade networks for recyclable materials.
3.3.2 Split of Recycled Aluminium
Cast CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 F CY2026 F CY2027 F CY2028 F CY2029 F CY2030 F
Market Volume in 11,843 12,549 13,212 14,644 15,538 16,898 17,945 19,007 20,003 21,028 22,082
'000 Tons
Market Value in 23,060 30,644 37,807 37,075 38,582 42,850 46,368 49,951 53,371 56,871 60,447
Million USD
Rolled
Market Volume in 6,547 6,974 7,383 8,229 8,781 9,596 10,241 10,904 11,536 12,192 12,874
'000 Tons
Market Value in 15,318 20,448 25,346 24,975 26,119 29,121 31,641 34,228 36,730 39,314 41,978
Million USD
Extrusion
Market Volume in 5,518 5,753 5,960 6,503 6,791 7,259 7,578 7,891 8,165 8,441 8,717
'000 Tons
Market Value in 11,834 15,480 18,802 18,154 18,604 20,311 21,609 22,890 24,052 25,208 26,356
Million USD
Others
Market Volume in 2,492 2,624 2,745 3,024 3,190 3,446 3,636 3,828 4,003 4,183 4,367
'000 Tons
Market Value in 5,088 6,725 8,254 8,053 8,340 9,199 9,888 10,582 11,234 11,895 12,565
Million USD
1833.3.2.1 Cast Aluminium:
25,000 70,000
60,447
56,871
60,000
53,371
20,000
49,951
46,368 50,000
42,850
15,000 37,807 37,075 38,582
40,000
30,644
30,000
10,000 23,060
20,000
5,000
10,000
11,843 12,549 13,212 14,644 15,538 16,898 17,945 19,007 20,003 21,028 22,082
0 0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC, ICRA Analytics
Cast aluminium is a form of aluminium produced by melting and pouring the metal into moulds, typically used
for creating complex-shaped components.
Market segregation by end-user segment (in % terms)
Cast Aluminium in CY2020
Others
27%
Automotive
Packaging
49%
5%
Building &
Construction
19%
Source: IMARC, ICRA Analytics
184Cast Aluminium in CY2024
Others
27%
Automotive
49%
Packaging
5%
Building &
Construction
19%
Source: IMARC, ICRA Analytics
Cast Aluminium in CY2030F
Others
26%
Automotive
50%
Packaging
6%
Building &
Construction
18%
Source: IMARC, ICRA Analytics
Recycled cast aluminium remains the dominant form of secondary aluminium globally, accounting for
approximately 45.3% of total recycled aluminium demand in CY2024, largely driven by its extensive use in the
automotive sector. Its excellent fluidity and machinability make it ideal for casting engine blocks, transmission
housings, cylinder heads, and other complex components—key in reducing vehicle weight to meet tightening
emission regulations. The shift toward electric vehicles (EVs), which have higher aluminium content than
traditional vehicles, has further bolstered demand. According to the Federal Reserve Bank of St. Louis, 15.5
million lightweight vehicles were sold globally in 2023, reflecting growing consumer demand for fuel-efficient
transport solutions. This trend, along with the use of post-consumer scrap to produce low-carbon aluminium, is
driving innovation. For instance, in April 2024, Norsk Hydro launched a new recycling unit at its Årdal plant in
Norway, enabling the facility to process 25,000 metric tons of post-consumer scrap annually and deliver Reduxa
3.0 aluminium, which has a carbon footprint 80% below the global average. “The demand for low-carbon
aluminum is increasing, particularly in the automotive industry,” says Eivind Kallevik, executive vice president
at Hydro. “Thanks to the cutting-edge technology and know-how utilized by our team in Årdal, customers can
reduce the carbon footprint in their value chain and get closer to achieving their climate targets.”
3.3.2.2 Rolled Aluminium:
18514,000 41,978 45,000
39,314
36,730 40,000
12,000
34,228
31,641 35,000
10,000 29,121
30,000
26,119
25,346 24,975
8,000 25,000
20,448
6,000 20,000
15,318
15,000
4,000
10,000
2,000
5,000
6,547 6,974 7,383 8,229 8,781 9,596 10,241 10,904 11,536 12,192 12,874
0 0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC, ICRA Analytics
Rolled aluminium is made by compressing recycled aluminium ingots or slabs between rollers to produce sheets,
plates, or foils of varying thicknesses. Known for its excellent surface finish, lightweight properties, and
recyclability, rolled aluminium finds wide application in packaging, automotive panels, and construction. It offers
superior formability and is especially suited for thin-gauge or flat-surface applications.
Market segregation by end-user segment (in % terms)
Rolled Aluminium in CY2020
Automotive
14%
Others
26%
Building &
Construction
21%
Packaging
39%
Source: IMARC, ICRA Analytics
186Rolled Aluminium in CY2024
Automotive
13%
Others
25%
Building &
Construction
21%
Packaging
41%
Source: IMARC, ICRA Analytics
Rolled Aluminium in CY2030F
Automotive
13%
Others
25%
Building &
Construction
20%
Packaging
42%
Source: IMARC, ICRA Analytics
In CY2024, recycled rolled aluminium accounted for 28.5% of global secondary aluminium consumption, driven
by strong demand for sustainable materials. In the packaging industry, aluminium foils derived from recycled
content are extensively used in pharmaceuticals, food packaging, and beverage cans, thanks to aluminium’s barrier
properties and hygiene. To support this growth, companies are investing in high-speed rolling mills and closed-
loop recycling systems. On July 17, 2024, Novelis announced a USD 90 million investment to double its used
beverage can (UBC) recycling capacity at its Latchford, UK facility. The expansion—adding 85 kilotonnes per
year—aims to support the UK’s future deposit return scheme and reduce annual CO₂e emissions by over 350,000
tonnes. This move reflects Novelis’ broader strategy to achieve full circularity and offer high-recycled, low-carbon
aluminium solutions across Europe.
1873.3.2.3 Extruded Aluminium:
10,000 30,000
26,356
9,000 25,208
24,052
22,890 25,000
8,000 21,609
20,311
7,000 18,802 18,154 18,604 20,000
6,000 15,480
5,000 15,000
11,834
4,000
10,000
3,000
2,000
5,000
1,000
5,518 5,753 5,960 6,503 6,791 7,259 7,578 7,891 8,165 8,441 8,717
0 0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 CY2026 CY2027 CY2028 CY2029 CY2030
F F F F F F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC, ICRA Analytics
Extruded aluminium is made by forcing recycled aluminium billets through a die to create uniform profiles like
tubes, rods, and frames, commonly used in construction and industrial sectors.
Market segregation by end-user segment (in % terms)
Extruded Aluminium in CY2020
Automotive
Others 23%
28%
Packaging
5%
Building &
Construction
44%
Source: IMARC, ICRA Analytics
188Extruded Aluminium in CY2024
Automotive
Others 23%
28%
Packaging
5%
Building &
Construction
44%
Source: IMARC, ICRA Analytics
Extruded Aluminium in CY2030 F
Automotive
Others 24%
28%
Packaging
5%
Building &
Construction
43%
Source: IMARC, ICRA Analytics
In CY2024, recycled extruded aluminium made up 20.3% of global secondary aluminium demand, with
widespread use in the building and construction (B&C) industry for window and door frames, curtain walls, and
structural systems. Its strength, corrosion resistance, and design flexibility make it ideal for load-bearing
applications. Earlier in the year 2024, deep-tech entrepreneur Eric Donsky launched Atomic13—a joint venture
with a major North American scrap firm—to commercialize the Shear Assisted Processing and Extrusion (ShAPE)
technology developed at the U.S. DOE’s Pacific Northwest National Laboratory. ShAPE refines aluminium’s
grain structure using shear and axial forces, enabling the use of 100% post-consumer scrap to produce low-carbon,
high-performance extrusions. Atomic13 is targeting the B&C market. Moreover, in October 2024, India’s Nupur
Recyclers Ltd. announced its entry into aluminium extrusion through its subsidiary Nupur Extrusion, investing
over USD 2.1 million to set up a plant in Haryana with a target capacity of 5,000–6,000 tons by FY 2025–2026.
NRL has already ordered two extrusion presses and plans to supply products like solar panel components and
construction materials, reinforcing its sustainability focus and market expansion.
3. 4 Region-wise demand for recycled & recovered metals from key geographies
Shares in % CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 CY2026 CY2027 CY2028 CY2029 CY2030
F F F F F F
China 34.1% 34.4% 34.8% 35.1% 35.5% 35.8% 36.2% 36.5% 36.9% 37.2% 37.5%
USA 25.2% 24.8% 24.4% 24.1% 23.7% 23.3% 23.0% 22.6% 22.2% 21.9% 21.5%
Europe 20.0% 19.8% 19.6% 19.5% 19.3% 19.1% 18.9% 18.8% 18.6% 18.4% 18.2%
India 5.2% 5.8% 6.1% 5.8% 6.1% 6.3% 6.7% 7.1% 7.5% 7.9% 8.3%
189Middle East 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2%
Rest of the 14.3% 13.9% 13.8% 14.3% 14.2% 14.2% 14.0% 13.8% 13.6% 13.4% 13.2%
World
Source: IMARC Group, ICRA Analytics
Region-wise share of volume, CY2020- CY2030F
Global Recycled Aluminium Market: Region-Wise Volume Share (in %), CY2020-CY2030
120.0%
100.0%
14.3% 13.9% 13.8% 14.3% 14.2% 14.2% 14.0% 13.8% 13.6% 13.4% 13.2%
1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2%
80.0% 5.8% 6.1% 5.8% 6.1% 6.3% 6.7% 7.1% 7.5% 7.9% 8.3%
5.2%
20.0% 19.8% 19.6% 19.5% 19.3% 19.1% 18.9% 18.8% 18.6% 18.4% 18.2%
60.0%
25.2% 24.8% 24.4% 24.1% 23.7% 23.3% 23.0% 22.6% 22.2% 21.9% 21.5%
40.0%
20.0%
34.1% 34.4% 34.8% 35.1% 35.5% 35.8% 36.2% 36.5% 36.9% 37.2% 37.5%
0.0%
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
China USA Europe India Middle East Rest of the World
Source: IMARC Group, ICRA Analytics
Region-wise share of volume in CY2024 and CY2030F
CY2024 CY2030 F
Rest of the Rest of the
World World
14% Middle East 13%
Middle 1%
East
1% China
China
36%
India India 38%
6%
8%
Europe
Europe
19%
18%
USA USA
24% 22%
Source: IMARC Group, ICRA Analytics
1903.4.1 United States of America
12,000 40,000
34,236
32,767 35,000
10,000 31,284
29,792
28,144 30,000
26,471
8,000 24,564 23,697 24,262
25,000
20,242
6,000 20,000
15,489
15,000
4,000
10,000
2,000
5,000
6,653 6,925 7,162 7,801 8,134 8,681 9,047 9,407 9,719 10,032 10,344
0 0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC Group, ICRA Analytics
The United States remains one of the world’s largest consumers of recycled and recovered metals, with an
increasing emphasis on sustainability and circular economy practices. This shift reflects a broader commitment to
reducing industrial carbon footprints and conserving natural resources. Among the most prominent recycled
materials is aluminium, which has become a critical component in the U.S. strategy to transition toward greener
manufacturing.
In 2023, the United States recovered approximately 3.3 million metric tons of aluminium from scrap, with 55%
originating from new (manufacturing) scrap and 45% from old (post-consumer) scrap. This recovery met about
38% of apparent U.S. aluminium consumption, showcasing the scale and maturity of the country’s scrap collection
and recycling infrastructure. This marks a significant structural shift in domestic supply chains, reflecting not only
cost advantages but also growing environmental imperatives among manufacturers and policymakers.
Demand for recycled aluminium remains strong across multiple sectors—particularly in automotive, construction,
packaging, and electrical applications—where lightweight, low-emission materials are increasingly prioritized.
Companies are drawn to aluminium’s excellent recyclability, with the recycling process requiring only about 5%
of the energy needed for primary production and emitting substantially less CO₂ per tonne. As energy prices
fluctuate and primary smelting faces capacity and environmental constraints, recycled aluminium is increasingly
viewed as a strategic resource, driving both private sector investment in scrap processing technologies and public
support for circular economy initiatives.
In 2024, United States of America's recycled aluminium markets reached values of USD 24,262 million growing
at CAGRs of 11.9% during CY2020 to CY2024. Looking forward, the USA's recycled aluminium is projected to
reach USD 34,236 million by CY2030 expanding at CAGR of 5.3% during CY2025 to CY2030.
In CY2024, United States of America's recycled aluminium market reached volumes of 8,134 thousand tons
growing at CAGR of 5.2% during CY2020–CY2024. Looking forward, the USA's recycled aluminium is
projected to reach 10,344 thousand tons by CY2030 expanding at CAGR of 3.6%, during CY2025 to CY2030
3.4.2 Europe
The recycled and recovered metals market in Europe is experiencing a critical transformation, driven by regulatory
goals, technological investments, and industrial decarbonization priorities—especially within the aluminium
segments. The European Union aims to recycle 70% of all metal waste by 2030, a target that is catalyzing the
development of advanced recycling infrastructure and the promotion of circular economy practices across member
states. The recycled aluminium market in Europe is rapidly advancing, driven by strong regulatory momentum
and major technological investments. Projects like RecAL, coordinated by the Austrian Institute of Technology
and supported by Horizon Europe, are developing advanced alloy separation technologies, AI-powered sorting
systems, and cleaner melting processes to optimize recycling output. Leading companies are also scaling capacity:
Speira GmbH invested €6.4 million in a new furnace in Hamburg in 2024, increasing capacity by 7,500 tons
191annually while reducing energy usage by 15%. Similarly, Hydro’s €180 million facility under construction in
Torija, Spain will boost the continent’s ability to retain and process post-consumer scrap, minimizing export
dependency and emissions. The implementation of the Carbon Border Adjustment Mechanism (CBAM), which
imposes a carbon cost on imported goods such as aluminum, further incentivizes the local sourcing of low-carbon,
recycled metal and strengthens demand for domestic recyclers who can offer greener inputs.
The longstanding presence of recycled inputs—especially in sectors such as automotive and beverage
packaging—demonstrates that the use of recycled metal has historically been driven by scrap availability and cost
efficiency. However, recent trends indicate a growing shift from opportunistic recycling to strategic integration,
particularly as OEMs increasingly push for higher post-consumer recycled content to meet both regulatory and
corporate sustainability goals. Advanced closed-loop recycling models, already adopted by leading OEMs and
packaging firms, are helping secure stable, high-quality secondary metal streams while reducing dependency on
virgin raw materials. With Europe recording an 81% recycling efficiency rate—the highest globally, the region
stands out as a leader in aligning industrial practice with environmental goals. As the EU accelerates its transition
toward greener industry models, coordinated policy support, investment in recycling infrastructure, and robust
demand creation mechanisms will be pivotal in driving long-term growth of the recycled metals market.
In 2024, Europe's recycled aluminium markets reached values of USD 19,062 million growing at CAGRs of
12.5% during CY2020 to CY2024. Looking forward, Europe's recycled aluminium is projected to reach USD
27,914 million by CY2030 expanding at CAGR of 5.9% during CY2025–CY2030.
In CY2024, Europe's recycled aluminium market reached volumes of 6,620 thousand tons growing at CAGR of
5.8% during CY2020–CY2024. Looking forward, Europe's recycled aluminium is projected to reach 8,766
thousand tons by CY2030 expanding at CAGR of 4.3%, during CY2025–CY2030.
3.4.3 China
20,000 47,269 50,000
44,140
18,000 41,108 45,000
38,177
16,000 40,000
35,160
14,000 32,232 35,000
28,786
12,000 27,725 27,426 30,000
10,000 22,274 25,000
8,000 16,611 20,000
6,000 15,000
4,000 10,000
2,000 5,000
8,996 9,607 10,193 11,383 12,168 13,330 14,258 15,209 16,118 17,061 18,036
0 0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC Group, ICRA Analytics
China is the world's largest producer and consumer of metals, and its demand for recycled and recovered metals
has grown steadily in recent years, driven by tightening environmental regulations, urban mining efforts, and
industrial decarbonization goals. The shift away from heavy reliance on primary metal production—due to its
high energy intensity and environmental toll—is encouraging the adoption of recycled materials across key sectors
such as construction, automotive, electrical, and packaging. China's "dual carbon" policy goals (carbon peaking
by 2030 and neutrality by 2060) are reshaping supply chains, making recycled metals an essential part of the
nation's green transition.
Recycled aluminium, in particular, has seen significant momentum. As of 2023, China produced over 11 million
metric tons of secondary aluminium, accounting for roughly 25–30% of its total aluminium output. In China,
domestic aluminium scrap accounted for 89% of the total raw materials used in secondary aluminium, meaning
that production has become significantly more independent of imports and external volatility. This demand is
largely fuelled by industries seeking lightweight, low-emission materials especially the automotive and
192transportation sector, where electric vehicles are driving growth. China's scrap import restrictions have also
accelerated domestic aluminium recycling infrastructure development, with more emphasis now placed on
improving collection, sorting, and processing capabilities. Government-supported pilot programs for scrap
recycling and circular economy zones are creating a more integrated value chain for secondary aluminium.
Looking ahead, OEMs in China are under increasing pressure to incorporate post-consumer recycled (PCR)
content in their products, aligning with both global supply chain expectations and domestic policy reforms.
Additionally, initiatives like the "Green Factory" certification program and tighter emission limits on primary
smelters are pushing manufacturers toward sustainable alternatives. With an abundant urban scrap base and rising
aluminium consumption in downstream manufacturing, China's demand for recycled aluminium is poised for
long-term growth, supported by regulatory incentives, green finance mechanisms, and emerging technologies in
scrap recovery and smelting efficiency.
In CY2024, China's recycled aluminium markets reached values of USD 28,786 million growing at CAGRs of
14.7% during CY2020 to CY2024. Looking forward, China's recycled aluminium is projected to reach USD
47,269 million by CY2030 expanding at CAGR of 8.0% during CY2025–CY2030.
In CY2024, China's recycled aluminium market reached volumes of 12,168 thousand tons growing at CAGR of
7.8% during CY2020–CY2024. Looking forward, China's recycled aluminium is projected to reach 18,036
thousand tons by CY2030 expanding at CAGR of 6.2%, during CY2025–CY2030.
3.4.4 India
4,500 12,000
4,000 10,023
10,000
8,949
3,500
7,957
3,000 8,000
7,051
6,219
2,500
5,354 5,456 6,000
2,000 4,715 4,758
4,263
1,500 4,000
2,813
1,000
2,000
500
1,376 1,619 1,782 1,894 2,103 2,361 2,641 2,943 3,269 3,625 4,005
0 0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC Group, ICRA Analytics
India’s demand for recycled and recovered metals is growing rapidly, fuelled by accelerating industrialization,
urban infrastructure expansion, and a national push toward sustainable development. The domestic recycling
ecosystem is still largely informal but evolving fast, with an estimated 1.5 million workers contributing to various
stages of the value chain—from scrap collection to processing. Although the organized segment remains nascent,
it holds significant potential to boost circular economy efforts. Non-ferrous metals, including aluminium, account
for nearly 30% of the scrap market, reflecting their essential role in key industries. However, constrained by
fragmented logistics, inadequate collection mechanisms, and limited technological integration, India remains
heavily reliant on imports—approximately 85–90% of its aluminium scrap is sourced from abroad, underscoring
the need to develop self-sufficient domestic recycling infrastructure.
Recycled aluminium plays a crucial role in meeting India’s overall aluminium demand, currently fulfilling about
~40% of the country’s 5.3 million tonnes per year. Consumption of secondary aluminium rose approximately 1.7
million tonnes in 2023 and is projected to reach 2.4–2.5 million tonnes by 2028. The automotive sector drives
193nearly 40% of this demand, with construction, packaging, electrical, and consumer durables contributing
significantly. The energy used in secondary aluminium production is just 5% of what’s needed for primary
aluminium, making it an attractive low-carbon alternative.
Thus, to support this transition, the Indian government has launched initiatives like Extended Producer
Responsibility (EPR), the National Resource Efficiency Policy (NREP), and the vehicle scrappage policy. These
aim to formalize recycling practices and strengthen local capacity.
In CY2024, India's recycled aluminium markets reached values of USD 4,758 million growing at CAGRs of
14.0% during CY2020 to CY2024. Looking forward, India's recycled aluminium is projected to reach USD 10,023
million by CY2030 expanding at CAGR of 12.9% during CY2025–CY2030.
In CY2024, India's recycled aluminium market reached volumes of 2,103 thousand tons growing at CAGR of
11.2% during CY2020–CY2024. Looking forward, India's recycled aluminium is projected to reach 4,005
thousand tons by CY2030 expanding at CAGR of 11.1%, during CY2025–CY2030.
3.4.5 Middle East
600 1,710 1800
1,619
1,529
1600
1,441
500
1,347
1,253 1400
400 1,128 1,099 1,136 1200
920
1000
300
697 800
200 600
400
100
200
322 339 355 390 412 445 469 493 516 539 562
0 0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC Group, ICRA Analytics
The Middle East recycled and recovered metals market is being increasingly driven by national sustainability
goals, industrial diversification, and infrastructure investments focused on aluminium, zinc, and stainless steel.
The United Arab Emirates (UAE) is at the forefront of this transition.
In the aluminium segment, demand for low-carbon inputs has prompted major investments across the region.
Emirates Global Aluminium (EGA), the largest industrial company in the UAE outside oil and gas, is constructing
the country’s largest aluminium recycling facility. In Kuwait, sustainability efforts are also gaining traction. ReAs
Gulf Cooperation Council (GCC) countries push toward green industrial policies, supported by circular economy
frameworks and international trade linkages, the Middle East is poised to become a growing hub for sustainable
metal recycling across aluminium, stainless steel, and others.
In CY2024, Middle East's recycled aluminium markets reached values of USD 1,136 million growing at CAGRs
of 13.0% during CY2020–CY2024. Looking forward, Middle East's recycled aluminium markets are projected to
reach USD 1,710 million by CY2030, expanding at CAGR of 6.4% during CY2025–CY2030.
In CY2024, Middle East's recycled aluminium markets reached volumes of 412 thousand tons, growing at CAGR
of 6.3%, during CY2020–CY2024. Looking forward, Middle East's recycled aluminium markets are projected to
reach 562 thousand Tons by CY2030, expanding at CAGR of 4.8% during CY2025–CY2030.
194▪ 3.4.6 Rest of the world
7,000 25,000
6,000 20,195
19,263
18,313 20,000
17,345
5,000 16,249
15,142
4,000 13,001 13,263 13,639 15,000
3,000 8,878
10,000
7,801
2,000
5,000
1,000
3,773 3,879 4,052 4,623 4,863 5,270 5,521 5,765 5,959 6,145 6,325
0 0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC Group, ICRA Analytics
In the rest of the world, particularly in Southeast Asia, Latin America, and Oceania—the demand for recycled and
recovered metals is steadily gaining traction, driven by economic modernization, infrastructure growth, and global
sustainability pressures. Countries like Brazil, Vietnam, Indonesia, and Australia are increasingly adopting
circular economy frameworks to reduce their dependency on primary raw materials and align with global ESG
standards. Rapid urbanization in Latin America and parts of Southeast Asia has led to increased scrap generation,
while export restrictions on primary metals are prompting a greater emphasis on domestic recycling initiatives.
Recycled aluminium is emerging as a key material in these regions due to its energy efficiency, cost-effectiveness,
and compatibility with industries such as automotive, packaging, construction, and electrical. In Latin America,
Brazil stands out as a major consumer and recycler of aluminium, with a well-established can-to-can recycling
model that reports aluminium can recycling rates above 95%. In Southeast Asia, aluminium recycling is gaining
momentum as governments begin investing in infrastructure and policy support to shift away from imported scrap
toward locally recovered material. However, challenges persist due to limited sorting and smelting capabilities
and a lack of formalized collection networks.
Looking ahead, global OEMs are expanding their manufacturing footprint in these emerging regions. They are
pushing for greater use of post-consumer recycled (PCR) aluminium to meet international green material
standards. The proliferation of lightweight electric vehicles and solar energy infrastructure is expected to drive
demand for secondary aluminium. While current recycling rates and capacities vary widely across countries,
multilateral support, foreign investment in green industries, and growing awareness of environmental
responsibility are expected to accelerate the use of recycled aluminium across these developing economies. This
transition is not only environmentally strategic but also crucial for securing long-term, resilient supply chains.
In CY2024, rest of the world’s recycled aluminium markets reached values of USD 13,639 million growing at
CAGRs of 15.0% during CY2020–CY2024. Looking forward, Rest of the world’s recycled aluminium markets
are projected to reach USD 20,195 million by CY2030, expanding at CAGR of 5.9% during CY2025–CY2030.
In CY2024, rest of the world's recycled aluminium markets reached volumes of 4,863 thousand tons, growing at
CAGR of 6.5%, during CY2020–CY2024. Looking forward, Rest of the world's recycled aluminium markets are
projected to reach 6,325 thousand Tons by CY2030, expanding at CAGR of 3.7% during CY2025–CY2030.
3.5 Overview of Supply Landscape
3.5.1 Import-Reliant Nations & Secondary Metal Preference
Table: Global Metal Recycling Market: Import-Reliant Nations & Secondary Metal Preference, in CY2024
Importing Countries (in Tons) Aluminium Imported (Waste and Aluminium Imported (Waste and
Scrap) Scrap) %
China 24,62,553 20.7%
India 17,40,887 14.6%
195Germany 10,46,603 8.8%
Republic of Korea 9,39,798 7.9%
Belgium 2,30,237 1.9%
United States of America 6,73,229 5.6%
Thailand 7,89,856 6.6%
Other Countries 40,40,281 33.9%
Total 1,19,23,444 100.0%
Source: IMARC, ICRA Analytics
• The global scrap metal supply is a critical component of the circular economy, with demand increasing across
import-reliant nations. Scrap is broadly classified into old scrap (from end-of-life products like vehicles,
appliances, and buildings) and new scrap (generated during metal processing and manufacturing). With the
rise in industrial activity, particularly in Asia and Africa, and increased consumption of metal-rich products,
the global volume of scrap is growing steadily.
• The future outlook for scrap availability is optimistic, driven by increasing global consumption of metal-
intensive products, rapid urbanization, and the growing emphasis on circular economy practices. As more
vehicles, buildings, and appliances reach the end of their life, the volume of old scrap entering the recycling
stream is expected to rise significantly particularly in emerging economies across Asia and Africa. At the
same time, regulatory support for recycling and advances in scrap collection and processing (e.g., automation,
sensor-based sorting, and urban mining) are expected to improve recovery rates.
• Scrap availability also varies by industry. The construction and demolition sector is a key source of steel and
aluminum scrap, while the automotive industry provides both old and new scrap from vehicle dismantling
and production waste. Electronics and appliances are emerging as vital sources of e-waste, rich in precious
and base metals, while manufacturing sectors, especially in aerospace and electronics, contribute high-quality
new scrap. These industry-specific sources are shaping regional recycling dynamics and encouraging nations
to improve domestic scrap collection and processing capacities.
• Import-reliant nations are increasingly prioritizing the use of secondary metals over primary ones due to
supply chain vulnerabilities, cost-effectiveness, and environmental concerns. Countries with limited access
to domestic mineral resources, such as Japan and several EU nations, have established robust recycling
infrastructure to ensure a steady supply of raw materials. This preference is further reinforced by circular
economy policies and carbon reduction commitments, positioning secondary metals as a strategic alternative
to primary extraction.
3.5.2 Global Recycling Rates – Country Comparison
Table: Global Metal Recycling Market: Global Recycling Rates – Country Comparison (with Focus on
India), CY2024
Countries Aluminium
Global 32.0%
India 40.0%
China 30.0%
Germany 58.0%
United States of America 43.0%
Source: IMARC, ICRA Analytics
India has shown steady progress in aluminium recycling over the past decade, driven by growing environmental
awareness, rising industrial demand, and supportive policy initiatives. While India currently performs better than
some emerging economies, it still lags behind more developed nations with mature recycling infrastructures.
Looking ahead, the emphasis on circular economy practices, energy savings, and reduced carbon emissions is
expected to further accelerate aluminium recycling both in India and globally. This signals a clear shift in the
supply landscape, where recycled aluminium is increasingly gaining ground over primary aluminium due to its
cost and environmental advantages. Continued investment in collection infrastructure and recycling technology
will be key to sustaining this momentum and bridging the gap with global leaders.
3.6 End-User Industry Demand Trends (CY2020 to CY2030F)
Globally, demand for recycled metals—particularly aluminium and stainless steel—is being increasingly
influenced by circular economy regulations, ESG commitments, and industrial decarbonization goals across
196sectors such as automotive, packaging, and construction.
In the automotive sector, global OEMs are progressively increasing the share of recycled metals in vehicle
manufacturing to meet circular economy goals and minimize lifecycle emissions. For example, in 2023, the BMW
Group announced plans to use up to 50% secondary raw materials—including aluminium and stainless steel—in
future models. At its Landshut foundry in Germany, BMW recycled over 73,000 metric tons of aluminium in
2022 to produce 3.3 million cast components. Companies like Novelis are also scaling their closed-loop recycling
systems, focusing on recovering aluminium from production scrap and end-of-life vehicles (ELVs)—a crucial
move as aluminium plays a growing role in lightweighting electric vehicles. Recycled aluminium has long catered
to sub-segments such as the automotive and beverage can industries, primarily due to the consistent and accessible
availability of scrap sources like ELVs and UBCs (used beverage cans). These industries have historically
benefited from robust closed loop recycling systems, enabling recovered aluminium to re-enter the same
manufacturing chain with minimal loss of quality or performance. As the volume and quality of scrap generated
from other sectors such as electronics, industrial machinery, and building infrastructure continue to rise, recycling
is expected to serve a broader range of end-use applications increasingly.
In the packaging industry, aluminium’s excellent recyclability and energy efficiency have made it a top choice for
sustainable packaging. In 2023, South American aluminium beverage cans had an average recycled content of
85.8%, according to Novelis, underscoring the region’s strong collection and processing infrastructure. On a
global scale, beverage brands are increasingly shifting toward low-carbon, 100% recyclable cans.
In the construction sector, architects and developers are specifying recycled metals to comply with green building
certifications like LEED. For instance, in 2022, the Deputy Managing Director of BNP Paribas Real Estate shared
that recycled aluminium façade panels were used in Frankfurt’s Senckenberg Tower as part of its material reuse
strategy. Aluminium’s retained strength through multiple recycling cycles and stainless steel’s durability and
corrosion resistance make them ideal for use in façades, structural components, roofing, and HVAC systems.
3.6.1 Global Recycled Aluminium Market
Chart: Global Recycled Aluminium Market: End-User Industry Wise Sales Value (in Million USD),
CY2020-CY2030F
19760,000
50,000
40,000
D
S
U
n
o 30,000
illiM
n i 20,000
10,000
-
Building &
Automotive Packaging Others
Construction
CY2020 19,742 14,102 7,078 14,378
CY2021 26,224 18,599 9,472 19,002
CY2022 32,343 22,777 11,770 23,318
CY2023 31,709 22,174 11,626 22,748
CY2024 32,992 22,911 12,189 23,553
CY2025 F 36,614 25,242 13,621 26,004
CY2026 F 39,596 27,100 14,833 27,978
CY2027 F 42,631 28,968 16,082 29,970
CY2028 F 45,527 30,716 17,297 31,847
CY2029 F 48,493 32,486 18,555 33,754
CY2030 F 51,523 34,276 19,857 35,690
Source: IMARC, ICRA Analytics
198Chart: Global Recycled Aluminium Market: End-User Industry Wise Sales Volume (in ‘000 Tons),
CY2020-CY2030F
18,000
16,000
14,000
12,000
s
n
o T 10,000
0
0 0 8,000
‘
n
i 6,000
4,000
2,000
-
Building &
Automotive Packaging Others
Construction
CY2020 9,002 6,679 3,643 7,075
CY2021 9,536 7,024 3,885 7,456
CY2022 10,036 7,339 4,116 7,808
CY2023 11,122 8,075 4,592 8,610
CY2024 11,799 8,506 4,905 9,090
CY2025 F 12,827 9,178 5,365 9,830
CY2026 F 13,616 9,672 5,731 10,382
CY2027 F 14,418 10,167 6,107 10,938
CY2028 F 15,170 10,620 6,466 11,451
CY2029 F 15,945 11,082 6,841 11,977
CY2030 F 16,743 11,553 7,229 12,514
Source: IMARC, ICRA Analytics
Recycled aluminium usage across industries
CY2024 CY2030 F
Others Others
27% Automotiv 26% Automotiv
e e
34% 35%
Packaging Building & Packaging Building &
14% Constructi 15% Constructi
on on
25% 24%
Source: IMARC, ICRA Analytics
In CY2024, the global recycled aluminium market by end-user industry reached values of USD 32,992 million in
automotive, USD 22,911 million in building & construction, USD 12,189 million in packaging, and USD 23,553
million in other applications, with respective CAGRs of 13.7%, 12.9%, 14.6%, and 13.1% during CY2020–
CY2024.
The growing demand for lightweight and fuel-efficient vehicles is expected to drive the use of recycled aluminium
in the automotive industry. Automakers are increasingly adopting aluminium for body structures, engine
components, and wheels to reduce overall vehicle weight, meet emission regulations, and improve energy
efficiency. With electric vehicle (EV) production expanding rapidly, the need for sustainable and cost-effective
materials like recycled aluminium is becoming more critical to manufacturers’ green strategies. Aluminium is
approximately 60% lighter than steel, enabling vehicle weight reductions of up to 30%, which directly enhances
fuel economy and driving range—particularly vital in EVs. On average, a traditional internal combustion engine
199(ICE) vehicle contains around 180–200 kg of aluminium, while EVs incorporate 250–400 kg depending on design
and model. As global EV production is projected to exceed 20 million units by 2025 (according to the International
Energy Agency), demand for recycled aluminium—produced with 95% less energy compared to primary
aluminium—is becoming essential to automotive OEMs seeking to reduce lifecycle emissions, cut manufacturing
costs, and align with global sustainability targets.
Looking ahead, the global recycled aluminium market is expected to grow to USD 51,523 million in automotive,
USD 34,276 million in building & construction, USD 19,857 million in packaging, and USD 35,690 million in
other applications by CY2030, reflecting CAGRs of 7.1%, 6.3%, 7.8%, and 6.5%, respectively, during CY2025–
CY2030.
Increasing environmental regulations and consumer interest in eco-friendly packaging are projected to accelerate
the use of recycled aluminium in the food and beverage sector. With its light weight, non-toxicity, and infinite
recyclability, aluminium remains a key material for beverage cans, foils, and containers.
In CY2024, the global recycled aluminium market by end-user industry reached volumes of 11,799 thousand tons
in automotive, 8,506 thousand tons in building & construction, 4,905 thousand tons in packaging, and 9,090
thousand tons in other applications, growing at CAGRs of 7.0%, 6.2%, 7.7%, and 6.5%, respectively, during
CY2020–CY2024.
.
Rapid urban growth and government incentives for green construction projects continue to propel recycled
aluminium usage in modern architecture and public infrastructure. Green building certifications are internationally
recognized systems that evaluate buildings based on environmental and energy efficiency standards. Many
governments encourage or require such certifications through incentives or regulations. Circular economy policies
further promote the use of recycled materials in construction. For instance, in India, the government actively
supports green building initiatives by offering subsidies, tax rebates, and reduced duties on eco-friendly materials.
Additionally, the Ministry of New and Renewable Energy (MNRE) provides financial assistance for projects that
meet specific environmental criteria, encouraging developers to adopt sustainable practices and integrate recycled
materials into their construction processes.
Looking forward, the global recycled aluminium market is projected to reach 16,743 thousand tons in automotive,
11,553 thousand tons in building & construction, 7,229 thousand tons in packaging, and 12,514 thousand tons in
other applications by CY2030, growing at CAGRs of 5.5%, 4.7%, 6.1%, and 4.9%, respectively, during CY2025–
CY2030.
The increasing demand for sustainable materials in the electronics and appliance industries is also expected to
boost recycled aluminium consumption across various consumer goods applications.
3.7 Key Success Factors in the Global Metal Recycling Market
❖ Strong Collection and Supply Network
Efficient scrap metal sourcing through organized collection systems, partnerships with scrap dealers, and buyback
programs is crucial. Companies with direct access to industrial and consumer waste streams enjoy better margins
and supply reliability. Long-term success depends on securing consistent sources of ferrous and non-ferrous scrap
while navigating fragmented markets, input cost volatility, and international trade regulations.
❖ Advanced Sorting and Processing Technologies
Utilizing technologies such as sensor-based sorting, AI-driven material recovery, and automated shredding
enhances operational efficiency and metal recovery rates, thereby improving profitability. Integrating digital tools
across the value chain—from logistics to processing and customer service—streamlines operations and boosts
both productivity and customer satisfaction.
❖ Compliance with Environmental Regulations
Adhering to national and international environmental standards (such as Basel Convention, EU WEEE directives,
or local air and waste regulations) is essential for long-term licensing and operations. In addition, evolving
regulatory frameworks, such as the EU’s Carbon Border Adjustment Mechanism (CBAM), aim to reduce global
carbon emissions by placing a fair price on the carbon content of imported, carbon-intensive goods and
incentivizing cleaner industrial production. Similarly, the UK’s requirement for net-zero commitments in public
procurement is raising compliance expectations. These regulatory shifts are compelling metal recyclers to adopt
cleaner technologies and provide transparent, verifiable emissions data across their value chains to maintain access
to global markets and government contracts.
200❖ Integrated Business Models
Vertical integration, encompassing everything from scrap collection to secondary smelting, offers improved cost
control, product quality, and competitive pricing. Establishing strong partnerships—from local entrepreneurs to
global manufacturers—helps build a resilient and efficient recycling ecosystem.
❖ Environmental, Social, and Governance (ESG) Alignment
Industry leaders are positioning recycled metals as essential low-carbon inputs for applications such as green steel,
electric vehicles (EVs), and sustainable construction. Strong ESG performance increasingly influences access to
capital and buyer decisions. Companies recognized as green and sustainable producers benefit from ESG-driven
procurement, particularly from OEMs in the U.S. and Europe. Moreover, many aluminium consumers have set
ambitious Scope 3 emission reduction targets, aimed at cutting greenhouse gas emissions across their entire value
chain—not just within their operations. These places increasing pressure on upstream suppliers, including metal
recyclers, to decarbonize their processes and align with buyers' sustainability goals. Meeting these expectations is
becoming essential for ensuring long-term supplier viability, securing contracts, and maintaining competitiveness
in a decarbonizing market.
3.7.1 India-Specific Success Factors
❖ Formalization of the Informal Sector: India’s scrap ecosystem is heavily reliant on informal collectors and
aggregators. Successful companies are those that create structured procurement models by onboarding these
players through incentives, digital payments, and training. Players must build strong reverse logistics, tap into
end-of-life vehicle (ELV) policies, and partner with OEMs and bulk waste generators.
❖ Policy Alignment and Government Schemes: Success hinges on alignment with government initiatives like
the Vehicle Scrappage Policy, Metal Recycling Policy, and environmental norms set by the Central Pollution
Control Board (CPCB). Access to SEZs or clusters like MMR (Mumbai Metropolitan Region) helps bypass
logistics bottlenecks.
❖ Localization of Processing Facilities: Establishing facilities near industrial corridors such as Pune, NCR,
Chennai, and Gujarat ensures lower logistics costs and direct access to manufacturing scrap. Proximity to ports
(for imports and exports), steel plants, and auto hubs further strengthens supply chain efficiency and turnaround
time.
❖ Collaboration with OEMs and Urban Local Bodies (ULBs): Partnerships with automobile manufacturers
for end-of life vehicle (ELV) recycling and tie-ups with municipal bodies for collecting urban scrap (e-waste,
appliances, construction debris) provide steady material inflow. These collaborations also help companies fulfil
Extended Producer Responsibility (EPR) mandates, opening doors to long-term contracts.
❖ Investment in Low-Carbon Metal Production: Indian recyclers who invest in green steel, low-emission
aluminium, and other decarbonized secondary metals are better positioned to meet export demand, especially from
Europe and North America. Tracking carbon footprint, applying for carbon credits, and using renewable energy
in operations enhance global competitiveness.
❖ OEM Approvals and Customer Stickiness: Securing approvals from original equipment manufacturers
(OEMs) is crucial in India, particularly in the automotive, appliance, and infrastructure sectors. OEM relationships
are often long-term and difficult to replace due to stringent quality, traceability, and compliance requirements.
Once qualified, metal recyclers benefit from sticky customer relationships, ensuring recurring demand and price
stability. Building strong technical and service alignment with OEMs also enhances trust and collaboration.
3.8 Threats and challenges in the global metal recycling and recovery market
High Capital and Technology Costs: Establishing advanced recycling facilities such as hydrometallurgical or
pyrometallurgical plants requires significant upfront investment, creating entry barriers, particularly for smaller
firms in developing economies. Specialized equipment and automation technologies demand high financial and
technical resources, often limiting expansion and modernization efforts.
Price Volatility & Competition from Virgin Metals: Recyclers margins are highly susceptible to metal price
fluctuations, influenced by factors such as global demand, mining output, geopolitical tensions, and supply chain
disruptions. When primary metal prices fall, virgin extraction becomes more economical, reducing the market
competitiveness of recycled metals.
Inadequate Infrastructure and Collection Systems: Many countries lack robust collection, transportation, and
sorting infrastructure, leading to the underutilization and contamination of recyclable scrap. E-waste and heavy-
metal waste streams often go unregulated or mismanaged due to infrastructure limitations, especially in low- and
middle-income regions.
Quality and Purity Limitations: Scrap variability and contamination increase the complexity and cost of
maintaining material purity during recovery processes.
201Environmental and Health Risks: Informal recycling operations, particularly in low-regulation areas, pose
serious health threats due to toxic metal exposure. Even formal processes, like pyrometallurgy, can emit harmful
pollutants if emission controls are inadequate.
Technological Complexity and Rapid Evolution: Recycling technologies must constantly evolve to manage
diverse and complex waste streams, requiring frequent upgrades and innovation investments (e.g., AI, automation,
sensor-based sorting). This technological evolution imposes high time and cost burdens on recyclers.
Informal E-Waste and Global Waste Trade: Global e-waste generation reached 137 billion lbs in 2022, yet
less than 25% was formally recycled. Significant volumes are exported to regions with weak environmental
oversight, where hazardous informal recycling puts workers and ecosystems at risk.
Geopolitical Disruptions: Ongoing geopolitical events (e.g., the Russia–Ukraine conflict, energy price surges)
have further inflated energy and input costs, widening regional competitiveness gaps.
3.9 Other Metals- Zinc, Stainless Steel and Copper
3.9.1 Zinc
Chart: Global Zinc Market Forecast: Sales Volume (in Million Tons) and Value (in Billion USD)
16.0 60.0
15.5 48.4 49.8
46.0 45.6 47.0 50.0
44.0
15.0 40.5 41.3 40.4 42.3
40.0
14.5
31.3
14.0 30.0
13.5
20.0
13.0
10.0
12.5
13.2 13.8 13.3 13.5 13.6 13.9 14.3 14.6 14.8 15.1 15.4
12.0 -
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume (In Million Tons) Market Value (In Billion USD)
Source: IMARC, ICRA Analytics
The global zinc market reached a value of USD 40.4 billion and a volume of 13.6 million tons in CY2024,
registering a CAGR of 6.6% in value and 0.7% in volume during the period CY2020–CY2024.
The market’s growth is largely fuelled by zinc’s extensive application in the construction industry, owing to its
durability, corrosion resistance, and low maintenance needs. Zinc is widely used in roofing, facades, gutters, and
structural components, valued not only for its performance but also its visual appeal. Zinc-coated steel is becoming
increasingly popular in structural uses due to its strength and resistance to corrosion, making it well-suited for
long-term infrastructure. As modern architecture places greater emphasis on sustainability and weather resistance,
zinc demand is expected to rise, particularly in urban development and large-scale construction.
Additionally, zinc prices saw an upward trend in the early years, driven by industrial demand and supply
disruptions. Later, prices slightly declined or stabilized, reflecting easing supply constraints and normalized global
demand.
Looking ahead, the global zinc market is anticipated to reach a value of USD 49.8 billion and a volume of 15.4
million tons by CY2030, reflecting a CAGR of 3.3% in value and 2.0% in volume between CY2025 and CY2030.
The market is also expected to benefit from growing interest in zinc-based batteries, especially for energy storage
systems. As the world shifts toward renewable energy and electric transportation, zinc battery technologies are
emerging as cost-effective and sustainable alternatives to traditional options. Additionally, the ongoing
urbanization and industrialization in emerging economies are likely to increase zinc demand across a range of
202industries, reinforcing its role in both traditional and emerging applications.
3.9.1.1 Commentary on specific recycled & recovered metals- Recycled Zinc
Chart: Global Recycled Zinc Market Forecast: Sales Volume (in Million Tons) and Volume (in Billion USD)
6.0 18.0
16.1
15.5
14.9 16.0
14.3
5.0
13.7 13.6
13.0 14.0
12.4 12.3
11.9
4.0 12.0
9.1 10.0
3.0
8.0
2.0 6.0
4.0
1.0
2.0
3.9 4.1 4.0 4.0 4.1 4.3 4.4 4.6 4.7 4.8 5.0
- -
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume (In Million Tons) Market Value (In Billion USD)
Source: IMARC, ICRA Analytics
The global recycled zinc market reached a value of USD 12.3 billion and a volume of 4.1 million tons in CY2024,
recording a CAGR of 7.6% in value and 1.7% in volume from CY2020 to CY2024.
Growth in the recycled zinc market is being driven by rising sustainability goals, circular economy mandates, and
increasing industry-wide focus on resource efficiency. Zinc’s ability to be recycled without any loss in quality
makes it a vital component in decarbonization strategies, especially in sectors like galvanizing, battery
manufacturing, and construction. As environmental regulations tighten and industries work to lower carbon
emissions, the demand for recycled zinc is expected to rise consistently. Moreover, recycling secondary zinc saves
up to 76% of the energy required for primary production, making it an economical and environmentally friendly
option for manufacturers globally. The global emphasis on green infrastructure, electrification, and corrosion-
resistant materials is set to further strengthen demand.
Looking ahead, the global recycled zinc market is projected to reach a value of USD 16.1 billion and a volume of
5.0 million tons by CY2030, with a CAGR of 4.5% in value and 3.1% in volume during CY2025–CY2030.
Strategic developments like Befesa S.A.’s complete acquisition of American Zinc Recycling’s North Carolina
facility highlight the market’s forward momentum. This plant—the only facility in the world producing “green”
zinc entirely from recycled materials using advanced solvent extraction technology—demonstrates innovation in
recycling processes. With a production capacity of 140,000 tons per year, the plant bolsters Befesa S.A.’s U.S.
electric arc furnace dust (EAFD) recycling network and helps address zinc smelting shortages in North America.
Such initiatives are expected to not only increase global recycled zinc supply but also improve processing
efficiency and environmental performance, reinforcing recycled zinc’s importance in the low-carbon industrial
value chain. Additionally, the price of recycled zinc increased during the period, reflecting stronger demand in
green infrastructure and galvanized products, along with higher energy costs affecting recycling operations.
3.9.2 Stainless Steel
Chart: Global Stainless Steel Market Forecast: Sales Volume (in Million Tons) and Volume (in USD Billion)
20370.0 180.0
152.4
147.5 160.0
60.0 142.3
136.9
131.0 125.9 125.1 131.2 140.0
50.0 115.5 118.8
120.0
40.0 100.0
82.6
30.0 80.0
60.0
20.0
40.0
10.0
20.0
43.9 48.8 48.6 50.1 52.5 54.1 55.6 57.0 58.4 59.7 61.1
- -
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume (In Million Tons) Market Value (In Billion USD)
Source: IMARC, ICRA Analytics
The global stainless-steel market reached a value of USD 118.8 billion and a volume of 52.5 million tons in
CY2024, with a CAGR of 9.5% in value and 4.6% in volume between CY2020 and CY2024.
Market growth is being driven by strong construction activity and the versatile applications of stainless steel in
structural and architectural elements such as beams, columns, railings, roofing, staircases, and pool canopies.
Increasing use of cryogenic stainless-steel grades in LNG logistics and expanding government support for green
hydrogen infrastructure are also key demand drivers. Moreover, the prices of primary stainless steel rose steadily
due to raw material shortages and a strong recovery in construction and manufacturing. Later, the prices showed
slight moderation, indicating more balanced market conditions.
To adapt to raw material price volatility, producers are accelerating electrification of production processes and
boosting the use of recycled materials, aligning with evolving "green steel" standards. Moreover, downstream
industries—such as food processing and coastal infrastructure—are expected to increase demand for premium
stainless-steel grades to improve durability and reduce long-term maintenance costs.
Looking ahead, the global stainless-steel market is forecasted to reach a value of USD 152.4 billion and a volume
of 61.1 million tons by CY2030, representing a CAGR of 4.0% and 2.5%, respectively, during CY2025–CY2030.
Continued market growth is also expected to be fuelled by strategic investments and sustainability-driven
innovations. In May 2024, Jindal Stainless Ltd announced a USD 650 million investment to expand its production
capacity in Indonesia by 40%, indicating rising demand. Similarly, the June 2025 merger between United States
Steel Corporation and Nippon Steel Corporation reflects ongoing industry consolidation and growth initiatives,
including a new facility planned for 2028. On the sustainability front, companies like Outokumpu Oyj, in
collaboration with Nordic Steel AS, are introducing low-emission solutions such as Circle Green stainless steel,
which offers up to 92% lower carbon emissions—a move expected to reshape the market and address increasing
demand for eco-friendly materials.
3.9.2.1 Commentary on specific recycled & recovered metals- Recycled Stainless Steel
Chart: Global Recycled Stainless Steel Market Forecast: Sales Volume (in Million Tons) ) and Volume (in
USD Billion)
20435.0 80.0
73.3
70.0
66.8
30.0 63.5 70.0
60.2
57.4 55.8 56.7 60.0
25.0 53.2
50.0
50.0
20.0
35.3 40.0
15.0
30.0
10.0
20.0
5.0
10.0
18.8 21.1 21.3 22.2 23.5 24.5 25.5 26.5 27.4 28.4 29.4
- -
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
Market Volume (In Million Tons) Market Value (In Billion USD)
Source: IMARC, ICRA Analytics
The global recycled stainless-steel market reached a value of USD 53.2 billion and a volume of 23.5 million tons
in CY2024, reflecting a CAGR of 10.8% in value and 5.8% in volume over the period CY2020–CY2024.
Market growth is being driven by the urgent push for decarbonization in the steel sector and the increasing need
for sustainable, high-performance materials across industries such as automotive, construction, and
manufacturing. Stainless steel’s ability to be recycled infinitely without quality loss makes it highly suitable for
circular economy models, encouraging further investment in recycling infrastructure. For instance, Oryx Stainless
Group, based in the Netherlands, recently launched a new facility in Johor, Malaysia, strategically located to
supply recycled materials near key Asian manufacturing regions. This plant alone is expected to cut emissions by
nearly 1 million metric tons annually, highlighting the critical role of recycled stainless steel in supporting both
national and corporate climate objectives. Moreover, the recycled stainless steel market value has increased
steadily over the past years. This trend underscores a rising preference for recycled inputs in industrial
manufacturing, particularly in regions focused on carbon footprint reduction.
Looking forward, the global recycled stainless-steel market is projected to reach a value of USD 73.3 billion and
a volume of 29.4 million tons by CY2030, marking a CAGR of 5.3% in value and 3.7% in volume during
CY2025–CY2030.
Companies such as Kuusakoski Oy in Finland are setting new benchmarks with 100% carbon-free steel scrap
processing in response to increasing demand from European manufacturers for low-emission, traceable inputs.
The company's Veitsiluoto facility will increase recycling capacity by 150,000 metric tons per year, helping major
clients like Outokumpu Oyjim reduce their carbon footprints. These efforts are part of a broader industry shift
toward carbon-neutral operations and regionalized sourcing, which is poised to further strengthen the recycled
stainless-steel market. As purity, traceability, and integrated logistics become key differentiators, manufacturers
are placing greater emphasis on sustainability alongside traditional factors such as performance and cost-
efficiency.
3.9.3 Copper
Chart: Global Copper Market Forecast: Sales Volume (in Million Tons) and Volume (in USD Billion)
20535.0 350.0
293.7
30.0 271.9 300.0
251.1
231.1
25.0 250.0
211.9
193.7
20.0 176.1 200.0
163.3 158.0
148.7
15.0 150.0
101.2
10.0 100.0
5.0 50.0
24.9 25.2 26.1 26.5 27.3 28.0 28.7 29.3 29.9 30.5 31.0
- -
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
In Million Tons In Billion USD
Source: IMARC, ICRA Analytics
The global copper market reached a value of USD 176.1 Billion and a volume of 27.3 Million Tons in CY2024,
representing a CAGR of 14.9% and 2.3%, respectively, during CY2020–CY2024. Looking forward, the global
copper market is expected to reach a value of USD 293.7 Billion and a volume of 31.0 Million Tons by CY2030,
reflecting a CAGR of 8.7% and 2.03%, respectively, during CY2025– CY2030.
The global copper market is poised for steady growth, driven by robust demand from key sectors, including
construction, automotive, electrical and electronics, and renewable energy. The rising adoption of electric vehicles
(EVs), expansion of power grids, and ongoing urbanization in emerging economies are significant growth drivers.
The Asia-Pacific region continues to dominate global consumption, particularly in China and India, due to their
robust infrastructure and manufacturing activities. However, concerns over supply constraints, environmental
regulations, and resource depletion are increasing the importance of alternative sources, such as recycled copper.
Additionally, copper prices exhibited a rising trend. This growth was supported by increased demand across
construction, automotive, and electronics sectors, alongside supply constraints and expanding infrastructure needs
in emerging economies.
3.9.3.1 Commentary on specific recycled & recovered metals- Recycled Copper
Chart: Global Recycled Copper Market Forecast: Sales Volume (in Million Tons) and Volume (in USD
Billion)
16.0 128.3 140.0
117.3
14.0
120.0
107.0
12.0 97.2
100.0
88.1
10.0 79.4
71.3 80.0
64.1 63.2
8.0
57.3
60.0
6.0
38.5
40.0
4.0
20.0
2.0
9.5 9.7 10.2 10.6 11.1 11.5 11.9 12.3 12.8 13.2 13.5
- -
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
In Million Tons In Billion USD
Source: IMARC, ICRA Analytics
The global recycled copper market reached a value of USD 71.3 Billion and a volume of 11.06 Million Tons in
206CY2024, representing a CAGR of 16.6% and 3.9%, respectively, during CY2020–CY2024. Looking forward, the
global copper market is expected to reach a value of USD 128.3 Billion and a volume of 13.6 Million Tons by
CY2030, reflecting a CAGR of 10.1% and 3.3%, respectively, during CY2025–CY2030.
The recycled copper market is experiencing accelerated growth as industries and governments emphasize
sustainability and circular economy practices. Recycled copper is gaining preference due to its significantly lower
energy consumption compared to primary copper extraction, as well as its role in reducing carbon emissions.
Demand is particularly strong from the electrical and electronics, construction, and transportation sectors. As
scrap recovery systems and environmental regulations improve globally, recycled copper is expected to play a
crucial role in meeting the world's growing demand for copper. Thus, the recycled copper market experienced a
steady rise. This upward trend highlights increasing adoption of secondary copper due to sustainability concerns
and tighter supply of primary copper.
4. DOMESTIC METAL RECYCLING & RECOVERY MARKET
4.1 MARKET OVERVIEW AND RECYCLING TIMELINE
India is recognized as the second-largest steel producer globally and the third-largest consumer of aluminium,
propelled by swift industrialization, infrastructure enhancement, and growth in the automotive sector. These
developments result in significant quantities of scrap, particularly in aluminium, zinc, and stainless steel—three
metals that are highly recyclable and essential for sustainable industrial advancement. Although global recycling
rates are relatively higher, India manages to recycle only 40% of its recyclable metal waste. This shortfall
represents a considerable opportunity for expansion within the domestic recycling industry. Heightened
environmental awareness, increasing material demand, and a transition towards sustainable practices are
generating momentum. The market is experiencing rising interest from startups, investors, and policymakers who
are in search of scalable, eco-friendly solutions that lessen reliance on raw material imports and reduce
environmental harm through effective metal recovery.
The recycling process in India generally commences after metals such as aluminium, zinc, and stainless steel have
been utilized in sectors like construction, transportation, and consumer products. Once these materials are used,
they enter the scrap stream, where inefficient collection systems frequently hinder the recycling process.
Currently, India recycles merely 40% of its recyclable metal, which is considerably lower than global benchmarks.
Importantly, India is positioned as the world’s lowest-cost producer of recycled aluminium, giving it a major
competitive advantage in global and domestic markets. This cost leadership offers Indian recyclers and
manufacturers the opportunity to scale operations, drive exports, and offer environmentally sustainable
alternatives at commercially viable prices. . In response, the government has introduced an ambitious policy
framework that mandates a minimum recycled content in non-ferrous metals starting from FY2028—initially set
at 5%, with plans to escalate to 10–25% by FY2031. Specifically, the recycled content targets are set at 10% for
aluminium, 20% for copper, and 25% for zinc. These initiatives are designed to expedite the transition from
consumption to reuse, formalize the management of scrap materials, and bolster long-term sustainability
objectives. If implemented promptly, these measures could greatly improve resource efficiency and lower
emissions across various sectors.
Aluminium, recognized for its lightweight properties and resistance to corrosion, is extensively utilized in the
construction, automotive, and packaging industries, making it a significant area of interest for recyclers. As its
usage continues to grow in these vital sectors, the recycling of aluminium is becoming increasingly essential to
promote material efficiency and sustainability. Zinc, which is vital for preventing corrosion in galvanised
products, along with stainless steel, appreciated for its strength and adaptability, plays a crucial role in
infrastructure and manufacturing. As per industry forecasts, India’s domestic aluminium consumption is projected
to rise from 4.9 MT in FY24 to 8.5 MT by FY30 (short-term), 18 MT by FY40 (medium-term), and 28 MT by
FY47 (long-term)and the overall domestic aluminium capacity (including both primary and secondary) should
scale up to 37 million tonnes per annum (MTPA) to meet this demand and export potential.
However, India currently lacks a comprehensive, nationwide recycling framework to effectively recover these
metals. With supportive policies, heightened awareness, and efficient collection systems, the recycling of these
metals can grow swiftly. Focusing on the recovery of aluminium, zinc, and stainless steel not only satisfies
industrial needs but also aligns with climate objectives, diminishes reliance on mining, and enhances India’s role
in the global circular economy.
India’s metal recycling and recovery industry is undergoing a structural transformation, driven by rising
sustainability imperatives, resource efficiency goals, depleting natural resourcess and evolving policy
frameworks. As the third-largest generator of e-waste globally and a significant producer of ferrous and non-
207ferrous scrap, India presents a high-potential landscape for organized recycling activities. Key policy drivers
include the Extended Producer Responsibility (EPR) frameworks for both e-waste and batteries, the Vehicle
Scrappage Policy targeting the systematic retirement of end-of-life vehicles, and the National Non-Ferrous Metal
Scrap Recycling Framework (2020), which emphasizes scientific processing and traceability of non-ferrous scrap.
The Steel Scrap Recycling Policy further aims to reduce import dependency and enhance domestic scrap quality,
while the National Resource Efficiency Policy (NREP) sets circular economy benchmarks across sectors. These
initiatives are complemented by the Battery Waste Management Rules (2022), which mandate safe recycling
practices and material recovery from used batteries—collectively reinforcing India’s transition toward a more
resource-efficient, low-carbon industrial ecosystem. According to Tata Steel MD and CEO T V Narendran, the
recycling industry is poised to surpass traditional mining in economic value by 2050. This shift underscores a
long-term transition from resource extraction to resource recovery, particularly in urban settings. The emergence
of “urban mining” — the process of recovering valuable and critical minerals from discarded electronic devices
— is expected to play a pivotal role in addressing India’s resource scarcity while supporting its fast-growing
consumption of electronics and infrastructure materials.
4.2 Domestic Demand Projections in terms of Value and volume (FY2020 to FY2030E)
4.2.1 Aluminium
Chart: Indian Aluminium Market Forecast: Sales Volume (in 000’s Tons) and Sales Value (in Billion USD)
9,000 25.00
8,000 20.5
18.6 20.00
7,000
16.8
6,000 15.1
14.5
13.6 15.00
5,000
12.1
10.7
10.3
4,000
10.00
7.3
3,000
6.3
2,000
5.00
1,000
3,701 3,399 4,002 4,412 4,805 5,310 5,840 6,401 6,990 7,612 8,274
- -
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026FFY2027FFY2028FFY2029FFY2030F
Market Volume (In '000 Tons) Market Value (In Billion US$)
Source: IMARC, ICRA Analytics
The aluminium market in India reached a value of USD 12.07 Billion and a volume of 5,310 thousand tons in
FY2025, representing a CAGR of 14.0% and 7.5%, respectively, during FY2020–FY2025.
The increasing adoption of aluminium in the automotive and transport sectors is propelling the growth of the
aluminium market in India. Aluminium's high strength-to-weight ratio and lightweight properties, along with its
excellent corrosion resistance, make it a highly suitable material for car production. Compared to steel, aluminium
is approximately one-third the weight, enabling a 10–15% reduction in vehicle weight when substituted in
structural components. This weight savings can lead to 6–8% improvement in fuel efficiency and a corresponding
reduction in CO₂ emissions of up to 12 grams per kilometer, making aluminium a preferred choice in lightweight
vehicle design. As India transitions towards electric vehicles (EVs), there is a rising demand for aluminium
components in battery casings, body structures, and chassis, which contributes to improved vehicle efficiency and
mileage. Around 2 million EVs were delivered in FY2024, highlighting the nation's shift towards sustainable
transportation. Government initiatives have lowered costs and enhanced consumer access to EVs, including the
FAME II scheme, which provides subsidies of up to INR 10,000 per kWh. This movement towards electric
mobility is significantly influencing the Indian aluminium market. Additionally, the railways and aerospace
sectors are also incorporating aluminium to improve fuel efficiency and durability. Globally, India is the lowest
aluminium scrap processing cost, giving it a considerable cost advantage over the other nations. For instance, total
cost of alloying, energy, power, labour and consumables combined in India is approx. USD 163 per MT, while in
208the USA it is USD 199 per MT, in western Europe it is USD 187 per MT and in China it is USD 166 per MT.
Price Trends:
LME-Linked Price Movement: Aluminium prices in India are primarily influenced by international benchmarks
such as the London Metal Exchange (LME). Any fluctuations in LME prices directly impact domestic rates, with
adjustments made through premiums or discounts based on local demand and supply conditions. Aluminium, a
critical material across modern industries, plays a vital role in sectors such as construction, transportation,
packaging, and renewable energy. As of June 2025, aluminium prices on the LME are trading between $2,450
and $2,600 per ton. This recent 10–15% uptick since January is largely driven by renewed US-China tariffs,
supply chain disruptions, and rising energy costs.
Impact of Power and Input Costs: The production of primary aluminium is highly energy-intensive, consuming
large quantities of electricity, which makes power tariffs a crucial cost component. In India, where captive coal-
based power is common among large smelters, any rise in coal prices or power shortages directly increases cost
pressures. These increases are generally passed on to buyers, contributing to overall price inflation. Additionally,
other input costs—like alumina, caustic soda, cryolite, and pitch—play a role in shaping final pricing trends,
especially when there is volatility in international raw material markets.
Demand from Infrastructure and Automotive: India’s growing infrastructure development, including projects
under Smart Cities, National Highways, and renewable energy installations, drives consistent demand for
aluminium. Moreover, rising vehicle production and the ongoing transition toward electric mobility are increasing
the use of aluminium in battery enclosures, frames, and body panels. These trends create sustained demand-side
pressure, supporting higher aluminium prices. In packaging, beverage cans and flexible foils have also witnessed
rising demand due to urban lifestyle changes and higher per capita consumption.
Import Parity and Supply Dynamics: Domestic prices also reflect global supply chain issues and import parity
levels. If imports become costlier due to freight or duties, domestic producers may raise prices accordingly.
Looking forward, the aluminium market in India is expected to reach a value of USD 20.49 Billion and a volume
of 8,274 thousand Tons by FY2030, reflecting a CAGR of 10.9% and 9.1%, respectively, during FY2026–
FY2030.
India's aluminium sector is witnessing significant growth, propelled by an increase in domestic production
capacity and a heightened emphasis on recycling initiatives. Leading manufacturers are expanding their operations
to satisfy the growing demand from essential industries such as construction, packaging, and electronics.
Government backing through programs like 'Make in India' and production-linked incentive (PLI) schemes is
further enhancing industrial confidence and facilitating capacity expansion. However, India still lags behind
global benchmarks in aluminium recycling performance. The End-of-Life Recycling Rate (EOL-RR) for
aluminium in India stands at approximately 30%, significantly lower than the global average of 56%. This is
largely due to a lower old scrap recovery rate and less efficient recycling infrastructure. In contrast, Europe
achieves an EOL-RR (End-Of-Life Recycling Rate) of around 64% with a recycling efficiency of 81%, while
China boasts an old scrap recovery rate of over 80%. Bridging this gap presents a major opportunity for India to
improve material circularity, reduce import dependency, and align with global sustainability targets.
The Vision Document on Aluminium Metal for India 2025 aims to provide a strategic framework for the
sustainable growth and self-reliance of India’s aluminium sector, aligning with the 'Atmanirbhar Bharat' and
'Viksit Bharat' initiatives. It seeks to strengthen domestic production, reduce import dependency, and achieve net-
zero emissions by 2047, while addressing challenges such as raw material availability, high energy costs, and
global competition. A key focus is on scaling aluminium recycling, targeting a 6% End-of-Life Recycling Rate
by 2047, as recycling uses only 5% of the energy required for primary production, making it critical for
sustainability and cost efficiency. The document projects secondary aluminium production capacity in India to
grow from ~2 MT in FY24 to 3.5 MT by FY30. It outlines a strategic roadmap to scale up aluminium production
six fold by 2047, aiming to expand bauxite production capacity to 150 MTPA, double the national aluminium
recycling rate, promote the adoption of low-carbon technologies, and strengthen raw material security through
targeted policy reforms and institutional mechanisms.
4.3 Share of Recycled/Recovered Metals in Domestic Demand
Chart: India: Share of Recycled/Recovered Metals in Total Demand, (in %), FY2020-FY2030F
20950.0%
45.0%
40.0%
35.0%
30.0%
25.0%
20.0%
15.0%
10.0%
5.0%
35.1% 41.2% 42.3% 41.1% 40.0% 40.8% 41.6% 42.4% 43.2% 44.0% 44.9%
0.0%
Aluminium
Source: IMARC, ICRA Analytics
4.3.1 Recycled Aluminium
Chart: India: Recycled Aluminium Market: Sales Volume (in ‘000 Tons) and Sales Value (in Billion USD),
FY2020-FY2030F
4,000 10.00
9.2
9.00
3,500 8.2
7.3 8.00
3,000
6.4 7.00
6.1
2,500 5.6
6.00
4.9
2,000 4.2 4.3 5.00
4.00
1,500 3.0
3.00
2.2
1,000
2.00
500
1.00
1,299 1,401 1,692 1,812 1,921 2,164 2,427 2,712 3,019 3,352 3,715
- -
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026FFY2027FFY2028FFY2029FFY2030F
Market Volume (In '000 Tons) Market Value (In Billion US$)
Source: IMARC, ICRA Analytics
The recycled aluminium market in India reached a value of USD 4.92 Billion and a volume of 2,164 thousand
Tons in FY25, representing a CAGR of 17.5% and 10.7%, respectively, during FY2020–FY2025.
The market for recycled aluminium in India is being driven by increasing environmental awareness, advantages
in energy efficiency, and a surge in demand from various sectors including infrastructure, transportation, power,
and consumer goods. Recycled aluminium production represents the fastest-growing segment within the industry,
primarily due to its considerably reduced carbon emissions—releasing only 0.3 metric tons of CO₂ per ton, in
stark contrast to the 14 metric tons produced by primary aluminium manufacturing. This sustainability benefit is
anticipated to enhance adoption rates as industries strive to achieve their decarbonization objectives. In FY2023,
the Material Recycling Association of India (MRAI) has called for a reduction of scrap import duties to 0%,
emphasizing that recycled aluminium is crucial for facilitating India’s swift urbanization and industrial expansion
while minimizing environmental repercussions. Due to the large economic, environmental and social advantages
210of recycling and the disadvantages of mining, primary producers across the world are shifting to develop new
sources of recycled metal. For instance, Emirates Global Aluminium (EGA), the largest industrial company in the
UAE outside oil and gas, is constructing the country’s largest aluminium recycling facility.
CMR Green Technologies Limited has a market share of ~10-12% in the recycled aluminium industry, in terms
of volume sold, in FY2025.
Price Trends:
Scrap Availability as a Key Driver: Prices of recycled aluminium are closely linked to the availability and cost
of aluminium scrap. Limited access to imported scrap types such as Tense, Taint Tabor, Zorba, and Wheels
significantly increases raw material costs for secondary smelters. Domestic scrap availability is often inconsistent
and of varying quality, further complicating procurement. Seasonal variations, regulatory restrictions on imports,
and competition among recyclers all contribute to price volatility. Moreover, the informal nature of India’s scrap
collection and segregation network limits the availability of clean, processable scrap, raising dependence on
imports. Further, metal scrap prices vary in international markets, and are different in different countries.
Dependence on Automotive Demand: Recycled aluminium grades such as ADC12, LM6, and other die-casting
alloys are in high demand from the automotive sector, especially for engine components, housings, and
transmission parts. As OEMs ramp up production, particularly in two-wheelers and small passenger cars, demand
for these ingots surges. Additionally, with the rise of EV manufacturing and light weighting requirements,
secondary aluminium consumption in castings is increasing. This sectoral dependence means any fluctuations in
automotive output—due to chip shortages, regulatory changes, or demand shifts—have a direct impact on pricing
trends.
Import Constraints and BIS Certification: ,. Government policies and customs duties play a decisive role in
shaping recycled aluminium prices in India. In the Union Budget 2025–26, the basic customs duty on non-ferrous
scrap such as lead, zinc, copper, brass, and lithium-ion battery scrap was eliminated, easing raw material costs for
those sectors. However, aluminium scrap was excluded, with the 2.5% duty retained. This differential treatment
puts upward pressure on aluminium scrap prices compared to other metals, creating a relative disadvantage for
secondary producers. Industry bodies like the Material Recycling Association of India (MRAI) have argued that
the duty artificially inflates prices and reflects lobbying by the primary aluminium sector to limit competitive
advantages for recyclers. Until domestic scrap supply becomes sufficient and consistent in quality, such duties are
expected to remain a critical factor influencing the pricing dynamics of recycled aluminium in India
Conversion Costs and Spreads: The profitability of recycling hinges on the conversion spread—the difference
between the purchase price of scrap and the selling price of recycled ingots. If scrap prices rise (due to scarcity or
high demand) but selling prices of ingots do not increase proportionally, recyclers face margin compression. Other
factors affecting conversion costs include energy tariffs, labour costs, flux and alloying element, and furnace
efficiency. In such cases, recyclers may delay production or pass on increased costs to buyers, affecting final
pricing in the market.
Looking forward, the recycled aluminium market in India is expected to reach a value of USD 9.20 Billion and a
volume of 3,715 thousand Tons by FY2030, reflecting a CAGR of 13.0% and 11.2%, respectively, during
FY2026–FY2030.
Policy and digital infrastructure developments are playing a pivotal role in accelerating India’s recycled
aluminium market. A significant advancement came with the launch of a National Non-Ferrous Metal Scrap
Recycling Portal by the Ministry of Mines in 2024. This digital platform is designed to facilitate traceability,
improve scrap collection logistics, and support data-driven policymaking by integrating stakeholders across the
recycling value chain—from scrap collectors and processors to manufacturers. It marks a strategic move toward
formalising the recycling sector, which has historically been fragmented and informal. In parallel, India continues
to impose a 2.5% import duty on aluminium scrap, which is a critical issue for domestic recyclers. Aluminium
scrap forms the bulk of India’s aluminium imports— accounting for nearly 80% of total aluminium import
volumes. Despite abundant domestic demand, this tariff structure discourages efficient scrap inflow. It incentivises
manufacturers to shift recycling operations to low-duty regions such as Malaysia and Thailand, where aluminium
scrap can be imported duty-free. India’s aluminium scrap imports have witnessed a rising trend over the last five
years, driven by increasing demand from secondary producers and a widening gap between domestic scrap
availability and consumption. For example, aluminium scrap imports rose from around 1.2 million tonnes in
FY2019 to approximately 1.8 million tonnes in FY2024, underlining India’s growing reliance on imported scrap.
As the government seeks to reduce import dependency and improve the efficiency of the domestic recycling
211ecosystem, initiatives such as the national portal and proposed policy support—like scrap collection infrastructure
investment, incentives for organized recyclers, and potential revisions to the import duty structure—are expected
to enhance recycling capacity and ensure long-term sustainability and supply security for the Indian aluminium
sector.
4.3.2 Split of Recycled Aluminium
Cast FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Market Volume in 601 649 786 843 896 1,011 1,136 1,272 1,419 1,578 1,752
'000 Tons
Market Value in 1,052 1,447 2,947 2,042 2,059 2,377 2,727 3,110 3,529 3,985 4,486
Million USD
Rolled
Market Volume in 347 376 457 492 525 595 671 754 845 943 1,051
'000 Tons
Market Value in 591 816 1,669 1,161 1,176 1,363 1,570 1,797 2,046 2,320 2,622
Million USD
Extrusion
Market Volume in 217 231 275 290 304 338 373 411 451 493 539
'000 Tons
Market Value in 345 467 935 638 633 718 810 907 1,011 1,123 1,242
Million USD
Others
Market Volume in 134 144 174 186 196 221 247 275 305 338 374
'000 Tons
Market Value in 210 287 582 401 403 463 528 599 677 761 852
Million USD
Source: IMARC Group, ICRA Analytics
4.3.2.1 Cast Aluminium:
2,000 5,000
4,486
1,800 4,500
3,985
1,600 4,000
3,529
1,400 3,500
3,110
2,947
1,200 2,727 3,000
2,377
1,000 2,500
2,042 2,059
800 2,000
1,447
600 1,500
1,052
400 1,000
200 500
601 649 786 843 896 1,011 1,136 1,272 1,419 1,578 1,752
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FFY2027 FFY2028 FFY2029 FFY2030 F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC, ICRA Analytics
Cast aluminium remains the leading segment in India's recycled aluminium market, accounting for 46.7% of total
secondary aluminium demand in 2024.
Its dominance is driven by its wide application in the automotive, electrical, and industrial machinery sectors.
With excellent fluidity and castability, recycled cast aluminium is extensively used in engine components, pump
housings, motor parts, and EV structures. The ongoing transition toward electric mobility and lightweighting
initiatives has further elevated demand for aluminium castings. Additionally, India's automotive sector—
supported by vehicle electrification, fuel-efficiency norms, and domestic manufacturing policies—is stimulating
demand for high-strength, low-carbon materials like recycled cast aluminium. The government's initiatives around
scrap processing parks and recycling clusters are also boosting the supply and processing of aluminium scrap. The
availability of low-cost labour and localised secondary production capabilities enhances the cost-effectiveness of
cast aluminium in India's industrial value chains.
212CMR Green Technologies Limited has a market share of ~42-45%, in terms of volume sold in the cast alloy
segment pertaining to automotive industry for FY2025.
Market segregation by end-user segment (in % terms)
Cast Aluminium in FY2020
Others
26%
Packaging Automotive
4% 53%
Building &
Construction
17%
Source: IMARC, ICRA Analytics
Cast Aluminium in FY2025
Others
26%
Packaging
4%
Automotive
53%
Building &
Construction
17%
Source: IMARC, ICRA Analytics
Cast Aluminium in CY2030 F
Others
26%
Packaging
4%
Automotive
54%
Building &
Construction
16%
Source: IMARC, ICRA Analytics
4.3.2.2 Rolled Aluminium:
2131200 3,000
2,622
1000 2,320 2,500
2,046
800 1,797 2,000
1,669
1,570
1,363
600 1,500
1,161 1,176
400 816 1,000
591
200 500
347 376 457 492 525 595 671 754 845 943 1,051
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC, ICRA Analytics
Recycled rolled aluminium accounted for 27.5% of India's total secondary aluminium consumption in 2024.
It is extensively used in packaging, pharmaceutical foils, construction panels, cookware, and transportation. The
growing demand for lightweight and recyclable packaging—particularly in urban centres—has supported the
growth of rolled aluminium, especially in food and beverage applications. India's aluminium rolling capacity is
expanding with significant private and public investments in closed-loop recycling systems. Domestic players are
increasingly focused on improving surface quality and thickness uniformity to meet the needs of packaging and
export markets. Furthermore, increased demand from solar panel frames and HVAC ducting applications is
creating new avenues for rolled aluminium in the construction and renewables sectors.
Market segregation by end-user segment (in % terms)
Rolled Aluminium in FY2020
Automotive
Others
26%
25%
Building &
Packaging Construction
30% 19%
Source: IMARC, ICRA Analytics
Rolled Aluminium in FY2025
Others
Automotive
26%
Packaging
31%
Building &
Construction
18%
Source: IMARC, ICRA Analytics
214Rolled Aluminium in FY2030F
Automotive
Others
27%
24%
Packaging Building &
32% Construction
17%
Source: IMARC, ICRA Analytics
4.3.2.3 Extruded Aluminium:
600 1,400
1,242
1,123
1,200
500
1,011
935
907 1,000
400 810
718 800
638 633
300
600
467
200 345
400
100
200
217 231 275 290 304 338 373 411 451 493 539
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC, ICRA Analytics
Extruded aluminium formed 15.6% of India's total recycled aluminium market in 2024.
It is widely used in the building and construction (B&C) sector for producing window and door frames, curtain
walls, and modular structures. The growing emphasis on sustainable infrastructure, smart cities, and affordable
housing has led to increased demand for durable, corrosion-resistant extrusions. Further, in the automotive
segment, with increasing demand in battery electric vehicles (BEVs), the focus has shifted toward aluminium
extrusions and sheets that better support lightweight structures, battery enclosures, and safety-critical body parts
and therefore, the automotive extrusions wrought aluminium market is likely to grow with higher EV penetration.
India's extrusion segment is also seeing technological upgrades. In October 2024, Nupur Recyclers Ltd. entered
the recycled aluminium extrusion segment through its subsidiary, Nupur Extrusion, setting up a new plant in
Haryana with a planned capacity of 5,000–6,000 tons annually. The plant will cater to solar panel frames, green
construction materials, and industrial profiles. Local manufacturing and extrusion innovations are expected to
play a key role in reducing the import dependency for structural aluminium components while supporting India's
carbon reduction goals.
Market segregation by end-user segment (in % terms)
Extruded Aluminium in FY2020
215Others
24%
Automotive
32%
Packaging
3%
Building &
Construction
41%
Source: IMARC, ICRA Analytics
Extruded Aluminium in FY2025
Others
24%
Automotive
32%
Packaging
3%
Building &
Construction
41%
Source: IMARC, ICRA Analytics
Extruded Aluminium in FY2030F
Others
24% Automotive
32%
Packaging
4%
Building &
Construction
40%
Source: IMARC, ICRA Analytics
4.3.2.4 Other Product Types:
216400 852 900
761
350 800
677
700
300 599
582
528 600
250
463
500
401 403
200
400
150 287
300
210
100
200
50 100
134 144 174 186 196 221 247 275 305 338 374
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons Market Value in Million USD
Source: IMARC, ICRA Analytics
Other product wise segment formed 10.2% of India's total recycled aluminium market in 2024. This segment
includes powders and pastes.
The increasing usage of aluminium in drawn and powder forms is becoming a notable driver of aluminium
demand. Drawn aluminium products—such as wires and tubes—are gaining popularity due to their lightweight,
corrosion-resistant properties, and are extensively used in electrical transmission, construction scaffolding, and
automotive tubing. Simultaneously, aluminium powder and paste are witnessing rising demand in niche but
growing sectors. Aluminium powder is widely used in explosives and metallic inks for printing applications, while
aluminium paste plays a critical role in the automotive sector for delivering premium metallic finishes in paints
and coatings. These diverse applications across high-value industries are driving the growth of specialised
aluminium forms, thereby expanding the overall consumption.
4.4 End-User Industry Demand Trends
4.5
India’s demand for recycled metals—particularly aluminium and stainless steel—is witnessing a strong upward
trajectory, driven by sustainability targets, industrial regulations, and circular economy initiatives across key end-
user sectors such as automotive, packaging, and construction.
In the automotive sector, regulatory momentum is rapidly pushing the industry toward greater recycled content
usage. As per proposed Extended Producer Responsibility (EPR) rules, vehicle manufacturers in India may be
required to use at least 20% recycled materials by weight in metal components starting from FY2027, with this
mandate increasing to 30% by FY2029. This shift is aligned with India’s push to operationalize more Registered
Vehicle Scrapping Facilities (RVSFs), of which 31 are currently active, with another 29 approved.
The packaging sector, particularly in aluminium, is also witnessing robust growth in recycling. With increased
urbanization, demand for sustainable packaging, and cost efficiencies associated with recycled materials, India’s
aluminium packaging industry is shifting toward closed-loop systems. Beverage cans, foil packaging, and
laminated containers are increasingly incorporating recycled aluminium, driven by both corporate ESG targets
and consumer preference for eco-conscious brands.
In the construction sector, stainless steel and aluminium recycling is gaining traction due to rising infrastructure
spending and green building mandates. Builders and contractors are incorporating recycled stainless steel into
rebar, pipes, and structural components for LEED-certified projects. With India’s ambitious urban infrastructure
pipeline and Smart Cities Mission, the sector is expected to significantly boost demand for recycled metal inputs—
especially as energy savings and environmental compliance become central to procurement strategies
4.4.1 Split of End-User Industry
Automotive FY202 FY202 FY202 FY202 FY202 FY202 FY202 FY202 FY202 FY202 FY203
0 1 2 3 4 5 6 F 7 F 8 F 9 F 0 F
Market Volume 533 577 700 753 802 907 1,022 1,146 1,282 1,429 1,590
217in '000 Tons
Market Value in 942 1,298 2,647 1,837 1,856 2,146 2,467 2,820 3,206 3,628 4,092
Million USD
Building &
Construction
Market Volume 292 312 373 396 415 463 514 568 626 688 754
in '000 Tons
Market Value in 470 640 1,287 882 879 1,004 1,137 1,280 1,433 1,598 1,776
Million USD
Packaging
Market Volume 138 150 183 199 213 242 275 310 349 391 438
in '000 Tons
Market Value in 212 295 607 426 434 507 587 677 775 884 1,006
Million USD
Others
Market Volume 336 362 436 465 491 552 617 687 763 844 933
in '000 Tons
Market Value in 574 785 1,591 1,097 1,101 1,265 1,443 1,638 1,849 2,078 2,328
Million USD
Source: IMARC Group, ICRA Analytics
4.4.1.1 Automotive Industry:
1800 4,092 4500
1600 3,628 4000
1400 3,206 3500
2,820
1200 2,647 3000
2,467
1000 2,146 2500
1,837 1,856
800 2000
1,298
600 1500
942
400 1000
200 500
533 577 700 753 802 907 1,022 1,146 1,282 1,429 1,590
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons Market Volume in Million USD
Source: IMARC, ICRA Analytics
4.4.1.2 Building & Construction Industry:
218800 2000
1,776
1800
700 1,598
1,433 1600
600
1,287 1,280 1400
500 1,137
1200
1,004
400 882 879 1000
640 800
300
470 600
200
400
100
200
292 312 373 396 415 463 514 568 626 688 754
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons Market Volume in Million USD
Source: IMARC, ICRA Analytics
4.4.1.3 Packaging Industry:
500 1200
450 1,006
1000
400 884
775
350
800
677
300
607 587
250 507 600
426 434
200
295 400
150
212
100
200
50
138 150 183 199 213 242 275 310 349 391 438
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons Market Volume in Million USD
Source: IMARC, ICRA Analytics
4.4.1.4 Others Industry:
2191000 2,328 2500
900 2,078
800 1,849 2000
1,638
700 1,591
1,443
600 1500
1,265
500 1,097 1,101
400 785 1000
300 574
200 500
100
336 362 436 465 491 552 617 687 763 844 933
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons Market Volume in Million USD
Source: IMARC, ICRA Analytics
Market segregation by end-user industry shares (in % terms)
End-User Industries Shares in FY2020
Others
26%
Automotive
41%
Packaging
11%
Building &
Construction
22%
Source: IMARC, ICRA Analytics
End-User Industries Shares in FY2025
Others
26%
Automotive
42%
Packaging
11%
Building &
Construction
21%
Source: IMARC, ICRA Analytics
End-User Industries Shares in FY2030 F
220Others
25%
Automotive
Packaging 43%
12%
Building &
Construction
20%
Source: IMARC, ICRA Analytics
In FY2025, the recycled aluminium market in India by end-user industry reached volumes of 907 thousand tons
in automotive, 463 thousand tons in building & construction, 242 thousand tons in packaging, and 552 thousand
tons in other applications, growing at CAGRs of 11.2%, 9.6%, 12.0%, and 10.4%, respectively, during FY2020–
FY2025. Rapid urbanization and smart infrastructure projects in India are expected to boost the use of recycled
aluminium in the construction industry. From window frames and roofing to structural reinforcements and
facades, recycled aluminium offers corrosion resistance, durability, and design flexibility. Green building
certifications like GRIHA and LEED are also encouraging developers to adopt more sustainable materials
Looking forward, the recycled aluminium market in India is projected to reach 1,590 thousand tons in automotive,
754 thousand tons in building & construction, 438 thousand tons in packaging, and 933 thousand tons in other
applications by FY2030, growing at CAGRs of 11.7%, 10.1%, 12.4%, and 10.9%, respectively, during FY2026–
FY2030.
In sectors such as electricals, consumer appliances, and industrial machinery, the use of recycled aluminium is
expected to propel growth due to its excellent conductivity, lightweight nature, and sustainability benefits. The
Make in India initiative and expansion of the electronics and white goods market are further increasing the demand
for affordable and eco-friendly raw materials like recycled aluminium
In FY2025, the recycled aluminium market in India by end-user industry reached values of USD 2,146 Million in
automotive, USD 1,004 Million in building & construction, USD 507 Million in packaging, and USD 1,265
Million in other applications, growing at CAGRs of 17.9%, 16.4%, 19.0%, and 17.1%, respectively, during
FY2020–FY2025. push for electric mobility. India’s automotive sector is witnessing a structural transformation,
driving robust demand for recycled aluminium. Overall vehicle production is projected to grow at a CAGR of 5–
7% until 2028, while the rapid rise in electric vehicle (EV) adoption, expected to reach 10–15% in 4Ws and 45–
55% in 2Ws will further boost aluminium use, given EVs require 50–60% more aluminium than ICE vehicles.
Recycled aluminium, in particular, is gaining traction due to its role in lightweighting, costefficiency, and
sustainability. Consumer preference is also shifting toward SUVs and premium models, which typically use three
times more aluminium than entry-level cars. Meanwhile, stricter fuel efficiency norms like CAFE are pushing
OEMs to reduce vehicle weight, increasing aluminium content by 10–15% per vehicle, especially in castings and
extrusions. The localisation of auto component manufacturing is prompting Indian OEMs to source aluminium
domestically, creating opportunities for recyclers. Simultaneously, the government’s push for sustainability—
through circularity initiatives and likely EPR mandates—is accelerating the integration of low-carbon materials.
As a result, recycled aluminium is increasingly used in engine blocks, body panels, and structural parts due to its
high strength-to-weight ratio, reduced emissions, and alignment with the industry’s decarbonization goals.
Evolving Trends in India’s Automotive Industry:
EV Revolution Driving Aluminium Intensity: EV penetration is expected to rise from under 1% today to 10–
15% by 2028, with an even sharper increase in the two-wheeler segment (~45–55% adoption). EVs have
significantly higher aluminium intensity ~ 50–60% more than ICE vehicles — due to the usage of lightweight
castings and battery housings. This shift will be a major demand driver for secondary aluminium, especially
ADC12-grade alloys.
Premiumization of Passenger Vehicles: The Indian passenger vehicle market is shifting towards SUVs and
premium sedans, driven by rising incomes, aspirational buying, and better roads. SUVs are especially popular for
their ground clearance, space, and road presence. As these vehicles use more aluminium—up to 85 kg per unit
versus 25–50 kg in hatchbacks—this trend is set to significantly boost aluminium demand in the auto sector.
Lightweighting Driven by Regulations: Emissions and fuel-efficiency norms like CAFE are pushing
automakers to adopt lightweight materials. This trend could increase aluminium content by 10–15% per vehicle
across all fuel types, including hybrids and ICE vehicles.
221Localisation and Import Barriers: With rising production costs in China and greater geopolitical risks, Indian
OEMs are localizing more of their component sourcing. BIS certification requirements have also curtailed imports
of wheel alloys, pushing up domestic demand for primary aluminium.
Sustainability and Circular Economy Push: The Indian government’s strong thrust on recycling and Extended
Producer Responsibility (EPR) norms is boosting demand for recycled aluminium, as automakers increasingly
seek low-carbon, sustainable inputs.
Looking forward, the recycled aluminium market in India is projected to reach USD 4,092 Million in automotive,
USD 1,776 Million in building & construction, USD 1,006 Million in packaging, and USD 2,328 Million in other
applications by FY2030, growing at CAGRs of 13.5%, 11.8%, 14.4%, and 12.7%, respectively, during FY2026–
FY2030.
The demand for sustainable and recyclable packaging solutions in India is expected to augment the use of recycled
aluminium, particularly in food and beverage, pharmaceutical, and personal care sectors. Aluminium’s ability to
preserve product quality, along with increasing environmental awareness and regulatory pressure to reduce plastic
use, is driving the shift toward aluminium cans, and foil-based packaging.
▪ 4.4.2 Region wise breakup
West & Central India FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Market Volume in '000 458 492 591 630 665 745 832 926 1026 1134 1251
Tons
South India
Market Volume in '000 420 453 549 589 625 706 793 887 990 1101 1222
Tons
North India
Market Volume in '000 323 351 428 461 493 559 631 710 796 889 992
Tons
East India
Market Volume in '000 98 105 125 132 139 154 171 189 208 228 250
Tons
Source: IMARC Group, ICRA Analytics
2224.4.2.1: West and Central India
1400
1200
1000
800
600
400
200
458 492 591 630 665 745 832 926 1,026 1,134 1,251
0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons
Source: IMARC Group, ICRA Analytics
4.4.2.2: South India
1400
1200
1000
800
600
400
200
420 453 549 589 625 706 793 887 990 1,101 1,222
0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons
Source: IMARC Group, ICRA Analytics
4.4.2.3: North India
2231200
1000
800
600
400
200
323 351 428 461 493 559 631 710 796 889 992
0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
Market Volume in '000 Tons
Source: IMARC Group, ICRA Analytics
4.4.2.4: East India
300
250
200
150
100
50
98 105 125 132 139 154 171 189 208 228 250
0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FFY2027 FFY2028 FFY2029 FFY2030 F
Market Volume in '000 Tons
▪ 4.4.3 Region-Wise Demand for Recycled & Recovered Metals from Key Geographies
Region (Share in %) FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030
F
West and Central 35.2% 35.1% 34.9% 34.8% 34.6% 34.4% 34.3% 34.1% 34.0% 33.8% 33.7%
India
South India 32.3% 32.4% 32.4% 32.5% 32.5% 32.6% 32.7% 32.7% 32.8% 32.8% 32.9%
North India 24.9% 25.1% 25.3% 25.5% 25.6% 25.8% 26.0% 26.2% 26.4% 26.5% 26.7%
East India 7.6% 7.5% 7.4% 7.3% 7.2% 7.1% 7.1% 7.0% 6.9% 6.8% 6.7%
Source: IMARC Group, ICRA Analytics
India Recycled Aluminium Market: Region-Wise Volume Share (in %) :
224120.0%
100.0%
7.6% 7.5% 7.4% 7.3% 7.2% 7.1% 7.1% 7.0% 6.9% 6.8% 6.7%
80.0% 24.9% 25.1% 25.3% 25.5% 25.6% 25.8% 26.0% 26.2% 26.4% 26.5% 26.7%
60.0%
32.3% 32.4% 32.4% 32.5% 32.5% 32.6% 32.7% 32.7% 32.8% 32.8% 32.9%
40.0%
20.0%
35.2% 35.1% 34.9% 34.8% 34.6% 34.4% 34.3% 34.1% 34.0% 33.8% 33.7%
0.0%
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
West and Central India South India North India East India
Source: IMARC Group, ICRA Analytics
Region-wise share of volume in FY2025 and FY2030 F
FY2025 FY2030 F
East East
India India
7% 7%
West
and West
North Central and
North
India India Central
India
26% 34% India
27%
33%
South South
India India
33% 33%
Source: IMARC Group, ICRA Analytics
4.5 Trends in Molten vs Solid Aluminium
India is undergoing a significant transformation in aluminium consumption—not only shifting from primary to
secondary aluminium but also moving from solid (ingot) to molten aluminium delivery. This transition is being
driven by sectors such as automotive, die-casting, and packaging, which are increasingly focused on cost
efficiency, emission reduction, and operational productivity. Unlike solid aluminium, which requires storage,
remelting, and intermediate handling at the customer’s facility—leading to energy losses, dross formation, and
longer lead times—molten aluminium can be directly fed into casting or processing operations. This creates a
more efficient supply chain and reduces both fixed and variable costs associated with furnaces, fuel, and
manpower. These operational and environmental advantages make molten aluminium a preferred choice for
industries aligning with decarbonization goals and ESG commitments.
In the automotive sector, rising electric vehicle production and just-in-time (JIT) casting operations are
accelerating the adoption of molten aluminium. Die-casting facilities are increasingly being located adjacent to
aluminium smelters to ensure uninterrupted molten supply, bypassing storage and handling inefficiencies
associated with solid ingots. For example, Craftsman Automation has strategically located its manufacturing
facilities in Coimbatore and Bangalore, near major automotive manufacturing hubs, to provide Just-in-Time (JIT)
supply to customers' facilities within hours. The packaging sector, while still in early stages, is exploring molten
aluminium for large-volume applications, benefiting from energy savings and improved metal utilization.
Typically, molten delivery offers total estimated savings of 6–7% compared to solid ingots, with 2–3% from
225reduced melt loss, ~3% from lower energy requirements, and ~1% from operational efficiencies such as reduced
manpower and inventory costs. These benefits are particularly attractive to downstream manufacturers aiming to
optimise costs and meet ESG goals. While the automotive and EV sectors increasingly favour recycled aluminium
for lightweighting and environmental performance, this preference applies across both solid and molten forms.
To fully harness this momentum, India must scale up its molten handling and logistics infrastructure, enabling
broader adoption of this efficient, low-carbon feedstock.
Rising environmental awareness and regulatory mandates are also supporting molten aluminium adoption. India’s
primary aluminium industry emits 14 tonnes of CO₂ per tonne of aluminium, one of the highest rates globally,
whereas recycled aluminium emits only 0.3 tonnes. With climate targets and government incentives, industries
are increasingly turning to molten aluminium. Moreover, molten (or liquid) aluminium offers additional
sustainability and cost benefits by eliminating the need for remelting, saving approximately 528 kg of CO₂
emissions per metric tonne. Recycling is also 95% more energy-efficient than primary production, making it the
preferred choice for sectors pursuing ESG compliance. This transition is evident in the faster growth of aluminium
recycling compared to primary aluminium production, spurred by policy support and evolving industrial priorities.
Following are the companies scored as per S&P Global Corporate Sustainability Assessment (CSA) Score in the
aluminium industry for CY2024:
Companies Total CSA Score
Hindalco Industries Limited 87
Vedanta Aluminium Limited 77
Companhia Brasileira de Alumínio 72
Norsk Hydro ASA 65
Alcoa Corporation 60
CMR Green Technologies Limited 49
Press Metal Aluminium Holdings Berhad 48
Source: S&P Global Corporate Sustainability Assessment (CSA) Score, 2024
CMR Green Technologies Limited has the 6th highest score as per S&P Global Corporate Sustainability
Assessment (CSA) Score amongst the companies in the aluminium industry scored by S&P Global.
India is emerging as a competitive exporter of aluminium, backed by low-cost production and its strategic position
in the China+1 supply chain strategy. Initiatives like the National Infrastructure Pipeline (NIP), increased
investment in renewables, and rising aluminium applications in EVs, solar panels, and wind energy systems are
unlocking new domestic opportunities for molten aluminium. However, sustained growth will depend on securing
a consistent scrap supply, investing in advanced recycling infrastructure, and scaling up green aluminium
production. With the global shift toward sustainable materials, India’s secondary (molten) aluminium sector is
poised to play a critical role in both domestic growth and global supply chains.
In India, the supply of liquid aluminium is limited to only a select group of players, owing to the high technical
expertise, infrastructure, and operational precision required in this space. Unlike conventional ingot supply,
delivering liquid aluminium demands stringent temperature control, specialized logistics, and just-in-time delivery
capabilities to ensure quality and consistency for end-use industries such as automotive and manufacturing. As a
result, only a handful of established and technologically advanced recyclers and smelters are able to operate in
this niche segment. The players operating in this segment are CMR Green Technologies Limited, Shree Balaji
Alumnicast and Century Aluminium Manufacturing. CMR Green Technologies Limited holds the leading position
in India’s liquid aluminium market, ranking as the largest supplier by turnover in FY2025.
4.5.1 Advantages of Recycled Aluminium
Massive Energy Savings and Lower Carbon Emissions:
Recycled aluminium unlocks significant efficiency gains across energy, material, and quality metrics. It consumes
only ~5% of the energy required to produce aluminium from bauxite via the Hall–Héroult process—translating to
a ~95% energy savings. As per industry estimates, every one tonne of aluminium manufactured through primary
route, consumes 5-6 tonnes of bauxite, 1-1.5 tonne of limestone, 20-25 tonnes of water, and approximately 14,000
Kwh of power which is saved while doing it through the secondary/recycling route. Furthermore, each tonne of
aluminium ingot manufactured through primary route emits approximately 3,830 kilogram of carbon dioxide
compared with approximately 290 kilogram of carbon dioxide for aluminium manufactured through scrap
recycling
Significant Cost Efficiency for Customers: In India’s cost-sensitive manufacturing environment, recycled
aluminium presents a more affordable option than solid primary aluminium. By eliminating the energy-intensive
226extraction and refining stages, it significantly lowers production costs. These savings are passed down the value
chain to manufacturers and end consumers, helping to maintain competitive pricing in sectors such as
construction, automotive, and appliances. Typically, recycled aluminium is cheaper than primary aluminium while
being at par with primary metal in terms of quality for the same alloy.
Reduced Environmental Footprint and Land Use: Unlike solid aluminium, which depends heavily on bauxite
mining—often resulting in land degradation and biodiversity loss—recycled aluminium sidesteps these
environmental costs entirely. Recycling aluminium diverts millions of tonnes of scrap from landfills and
drastically cuts down on deforestation and water usage associated with mining. This is particularly vital in India,
where natural resource conservation and waste management are top priorities. By adopting molten aluminium,
industries not only safeguard non-renewable resources but also reinforce India’s circular economy agenda, driving
environmental sustainability across its rapidly expanding industrial base. The process of primary aluminium
production through refineries results in the generation of large quantities of solid waste amounting to
approximately 2-2.5 tonnes for 1 tonne aluminium produced hence effecting the environment, unlike secondary
aluminium where solid and liquid discharge is close to negligible.
Support for Policy Mandates and Circular Economy Objectives: India's policy momentum is clearly shifting
toward circular manufacturing, with mandates such as a minimum 5% recycled content in aluminium products by
FY28, rising to 10% by FY31. Using recycled aluminium sourced directly from recycled scrap enables
manufacturers to integrate recycled content seamlessly into production lines without intermediate solidification,
ensuring compliance with lower energy input, fewer process steps, and faster turnaround. This direct-use approach
not only supports India's circular economy goals by reducing raw material dependency and carbon emissions but
also positions adopters to gain early-mover advantages, such as access to green incentives, lower ESG risk scores,
and stronger appeal to sustainability-focused buyers.
Versatility in Applications and Alloy Composition: Being in pre alloyed form, recycled aluminium scrap offers
greater customization flexibility during production. This is particularly valuable in India’s varied industrial
sectors—such as construction, automotive, and electrical—where different applications demand specific material
traits. Once the recycled aluminium is purified and, where required, alloyed, the molten metal is cast into ingots
or other intermediate forms. These ingots serve as feedstock for diverse industries, enabling the production of new
aluminium products across sectors.
4.5.2 Benefits of Molten Aluminium
Simplified Production and Quicker Turnaround: Liquid aluminium cannot be stored and accordingly,
customers employ just-in-time (“JIT”) inventory strategy in terms of which, they receive the products only as
they are needed. This inventory model requires an uninterrupted supply of raw materials thereby increasing the
customer’s dependence on the suppliers..
Savings
Even compared to recycled solid aluminium, the molten form eliminates the need to reheat ingots to ~660°C,
resulting in significant energy savings. In addition to energy efficiency, molten aluminium ensures higher material
yield. It also bypasses key steps—such as solidification, storage, remelting, and casting—thereby removing both
fixed and variable costs associated with furnaces, fuel, handling, and downtime. These operational savings,
combined with improved material utilization and lower emissions (up to 90% less air pollution), directly support
India’s clean manufacturing agenda under the circular economy and net-zero goals
4.5.3 Challenges of molten aluminium
Transport Limitations: Liquid aluminum must be transported in specialized, insulated crucibles to maintain its
molten state (above 660°C for aluminum). This requirement limits its use to facilities located near customers.
Typically, transportation is feasible only within a 20–25 kilometer radius and a travel time of 45–60 minutes. As
a result, manufacturing facilities supplying molten aluminium often need to be situated adjacent to customer
premises to ensure uninterrupted delivery. .
Safety Risks: Molten aluminum poses significant safety risks, including spills. This requires stringent safety
protocols and trained personnel.,
Limited Flexibility: Facilities relying on liquid aluminum are tied to customer’ schedules, reducing operational
flexibility compared to solid ingots, which can be stored and melted on-demand.
2274.6 Value Chain Overview
India: Metal Recycling and Recovery Market: Value Chain Analysis
Raw materials are sourced from a wide range of inputs, including discarded consumer products, construction
waste, end-of-life vehicles, industrial scrap, and outdated appliances.
• In the case of aluminium, common sources include used automotive parts, used beverage cans, electrical
wires, and aluminium sheets & extrusions.
• Zinc scrap is primarily recovered from galvanized steel, die-cast parts, and zinc ash.
• Stainless steel is recycled from medical devices, household utensils, and industrial equipment.
These materials are collected through both formal and informal networks, including scrap dealers, organized
recycling systems, and public collection bins.
The recycling process includes sorting, cleaning, shredding, and melting of scrap metals.
• Aluminium and zinc are at their respective melting points (approximately 660°C and 420°C). Impurities are
removed using fluxing agents, filtration, and skimming techniques, rather than through melting alone.
• Stainless steel requires additional processes such as grade sorting (e.g., 304, 316) and alloy composition
adjustments before remelting at much higher temperatures (typically 1,400–1,500°C).
Advanced technologies, including eddy current separation and XRF (X-ray fluorescence) analysis, are used to
maintain material quality and purity. Overall, the recycling process greatly reduces energy use and emissions
when compared to primary metal production.
Recycled metals are utilized across various industries.
• Aluminium is used in automotive parts, construction products, and packaging materials.
• Zinc is applied in galvanization, die-casting, and zinc oxide manufacturing.
• Stainless steel is employed in food processing machinery, architectural structures, medical tools, and transport
systems.
These industries favor recycled metals for their cost-effectiveness, reduced carbon emissions, and reliable
performance. The increasing emphasis on sustainability continues to accelerate adoption among end users.
4.6.1 Aluminium - Recycling Process
Aluminium is among the most efficiently recycled metals worldwide, offering up to 95% energy savings and
achieving an exceptionally high metal recovery rate, all while retaining the same quality and properties as primary
aluminium—even after multiple recycling cycles. The recycling process emits only 5% of the greenhouse gases
compared to primary aluminium production, making it significantly more environmentally sustainable. This
drastic reduction in energy consumption and emissions positions aluminium recycling as a critical driver of India’s
circular economy, particularly as demand for low carbon materials continues to grow.
228Collection Transportation Preparation Shredding S So er pt ain rag t a ion nd Cleaning M Re elt fi in ng in a gnd Casting
Collection: Aluminium scrap is gathered from various sources including beverage cans, automotive parts,
household goods, and construction debris. This scrap is collected through municipal recycling bins, landfills,
scrapyards, dismantling units, and manufacturing waste.
Transportation: Once collected, the scrap is transported to recycling units via road or rail depending on distance,
volume, and cost feasibility. Logistics play a key role in managing scrap flow efficiently.
Preparation: Scrap arriving at the facility is inspected and pre-sorted. Large contaminants like wood, glass, or
plastic are removed manually or with machinery before shredding.
Shredding: The aluminium scrap is broken down into smaller, manageable pieces using industrial shredders or
cutting tools. This helps increase surface area and improves downstream separation and melting efficiency.
Sorting and Separation: Advanced techniques like magnetic separation, eddy current systems, and air
classification are used to remove unwanted metals or impurities like iron or plastic from the aluminium shreds.
Cleaning: The shredded and sorted scrap is then cleaned through thermal or chemical treatment to eliminate
paints, coatings, and dirt that may affect melt purity.
Melting and Refining: The cleaned scrap is melted in a furnace (typically rotary or reverb types) at ~700–750°C.
Fluxing agents or inert gases are used to refine the molten aluminium by removing dissolved impurities.
Casting: The refined molten aluminium is poured into moulds or cast into ingots, billets, or sheets. These are then
sent to downstream manufacturers for use in auto parts, packaging, or construction.
▪ 4.6.2 Availability of Raw Materials
Aluminium: India’s aluminium recycling framework sources scrap from various categories, including used
automobiles, wire, sheet, extrusion, UBC (Used Beverage Cans), and industrial borings. Wire scrap is mainly
derived from obsolete electrical motors and home appliances like air conditioners and refrigerators, where wires
are stripped or lightly incinerated to extract the metal. Sheet scrap—collected from construction and industrial
sectors—is classified under ISRI codes such as TAINT TABOR (clean) and TALE (painted or insulated).
Extrusion scrap, like 6063 (TATA) or (TREAD) from architectural profiles or 6061 (TUTU) from automotive and
aerospace parts, provides high-purity aluminium in varied shapes. UBC scrap comes from recycled beverage cans,
sourced via bins and community collection programs. Additionally, borings and turnings—coded as
TEENS/TELIC—are produced from machining activities in manufacturing and form another key source of high-
grade aluminium scrap. Zorba scrap is a mixed non-ferrous metal scrap, primarily aluminum, mixed with other
metals like copper, brass, zinc, and magnesium, typically from shredded vehicles or appliances.
Suppliers such as Apple Steels are active contributors in sourcing aluminium scrap within India.
4.7 Installed Capacity Analysis
4.7.1 Installed capacity trends of Recycled Aluminium
2295,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
1,600 1,723 2,078 2,222 2,352 2,646 2,963 3,306 3,675 4,074 4,509
-
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, ICRA Analytics
The installed capacity of recycled aluminium in India reached 2,646 thousand Tons in FY2025, registering a
CAGR of 10.6% during FY2020–FY2025. Looking forward, the installed capacity is expected to rise to 4,509
thousand Tons by FY2030, growing at a CAGR of 11.1% during FY2026–FY2030.
The growth in India’s recycled aluminium capacity is being propelled by strong demand from the automotive,
electrical, and construction industries, which are increasingly adopting lightweight and sustainable materials.
Government-led initiatives encouraging circular economy practices have further accelerated investments in new
recycling infrastructure. Moreover, the significantly lower energy requirements of secondary aluminium
production, compared to primary production, are motivating stakeholders to scale up their recycling capabilities.
230▪ 4.7.2 India: Recycled Aluminium Market: Region-Wise Installed Capacity
2,500
2,000
s
n 1,500
o
T
0
0
0
‘
n
1,000
i
500
-
West and Central
South India North India East India
India
FY2020 354 344 734 168
FY2021 382 371 790 180
FY2022 462 448 951 216
FY2023 495 480 1,016 231
FY2024 525 509 1,074 243
FY2025 593 574 1,207 273
FY2026 F 665 644 1,350 304
FY2027 F 744 719 1,505 338
FY2028 F 829 801 1,672 374
FY2029 F 921 889 1,851 413
FY2030 F 1,021 985 2,047 455
Source: IMARC, ICRA Analytics
In FY2025, the installed capacity of recycled aluminium in India by region stood at 593 thousand Tons in West
and Central India, 574 thousand Tons in South India, 1,207 thousand Tons in North India, and 273 thousand Tons
in East India, registering respective CAGRs of 10.9%, 10.8%, 10.4%, and 10.2% during FY2020–FY2025.
West and Central India have established themselves as pivotal regions for recycled aluminium capacity growth,
supported by a robust automotive and industrial ecosystem, especially in Maharashtra and Gujarat. The presence
of large aluminium manufacturers, along with efficient scrap collection networks and strategic port access, has
enabled both streamlined scrap imports and finished goods exports.
Looking ahead, by FY2030, the installed capacity of recycled aluminium is expected to reach 1,021 thousand
Tons in West and Central India, 985 thousand Tons in South India, 2,047 thousand Tons in North India, and 455
thousand Tons in East India, expanding at respective CAGRs of 11.3%, 11.2%, 11.0%, and 10.6% during
FY2026–FY2030.
In South India, states such as Tamil Nadu, Karnataka, and Telangana are key drivers of capacity expansion, owing
to rising demand from the electrical equipment, construction materials, and packaging industries. Continued
policy support, growth of industrial clusters, and increasing investments in green technologies are fostering the
development of new recycling facilities in the region.
4.8 Analysis of import/export scenario for key metals
Table: Metal Recycling Market: Import Volume (in Tons)
India Import FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
Volume (in Tons)
Aluminium (Waste
and Scrap) 13,47,923 13,69,546 16,62,468 17,34,969 17,67,048 18,14,896
Source: IMARC, ICRA Analytics
Table: India: Metal Recycling (Aluminium (Waste and Scrap)) Market: Import Volume (in Tons)
Import Volume FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
(in Tons)
India (Total) 13,47,923 13,69,546 16,62,468 17,34,969 17,67,048 18,14,896
231USA 3,32,120 3,30,610 4,77,676 4,86,632 4,66,841 4,08,145
United Arab
Emirates 1,19,227 1,19,357 1,46,086 1,56,901 1,61,107 1,75,761
Saudi Arabia 1,13,303 1,21,458 1,56,288 1,59,585 1,41,951 1,63,501
United Kingdom 1,50,668 1,40,031 1,70,160 1,97,009 1,55,436 1,70,273
Netherlands 63,209 73,027 76,125 71,765 77,868 83,319
Australia 73,544 74,882 50,050 53,242 71,661 83,987
Rest of World 4,95,852 5,10,181 5,86,083 6,09,835 6,92,185 7,29,910
Note: 760200 (Waste and scrap, of aluminium) is the HSN Code for above import/export data.
Source: International Trade Centre, ICRA Analytics
Table: India: Metal Recycling (Aluminium (Waste and Scrap)) Market: Import Volume
(Y-o-Y Growth Rate %)
Import Volume
FY2020/21 FY2021/22 FY2022/23 FY2023/24 FY2024/25
(Y-o-Y Growth Rate %)
India 1.60% 21.40% 4.40% 1.80% 2.70%
USA -0.50% 44.50% 1.90% -4.10% -12.60%
United Arab Emirates 0.10% 22.40% 7.40% 2.70% 9.10%
Saudi Arabia 7.20% 28.70% 2.10% -11.00% 15.20%
United Kingdom -7.10% 21.50% 15.80% -21.10% 9.50%
Netherlands 15.50% 4.20% -5.70% 8.50% 7.00%
Australia 1.80% -33.20% 6.40% 34.60% 17.20%
Rest of World 2.90% 14.90% 4.10% 13.50% 5.50%
Source: International Trade Centre, ICRA Analytics
Table: Metal Recycling Market: Export Volume (in Tons)
India Export Volume FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
(in Tons)
Aluminium (Waste and Scrap) 12,547
6,108 5,430 9,530 9,609 10,651
Source: IMARC, ICRA Analytics
Table: India: Metal Recycling (Aluminium (Waste and Scrap)) Market: Export Volume (in Tons)
Export Volume FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
(in Tons)
India 6,108 5,430 9,530 9,609 10,651 12,547
.
Note: 760200 (Waste and scrap, of aluminium) is the HSN Code for above import/export data
Source: International Trade Centre, ICRA Analytics
Table: Metal Recycling Market: Production Capacity vs Actual Production (in ‘000 Tons), FY2025
Recycled Metals (in ‘000 Tons) Production Capacity Actual Production
Recycled Aluminium 2,250 2,187
Source: IMARC, ICRA Analytics
Table: Metal Recycling Market: Production Capacity vs Actual Production (in ‘000 Tons), FY2025
Metals(in ‘000 Tons) Primary Metal Production Recycled Metal Production
Aluminium 4,191 2,187
Source: IMARC, ICRA Analytics
4.9 Metal Recycling Initiatives by State Governments in India
Several state governments have undertaken proactive measures to integrate circular economy principles and
enhance recycling infrastructure. Some notable initiatives include:
Maharashtra:
• The state is developing four Circular Economy Parks in Aurangabad, Pune, Nagpur, and Ratnagiri.
• These parks will support recycling in sectors like shipbreaking, auto parts, e-waste, and steel scrap.
• MTC Group signed an MoU with the state to establish India’s first Circular Economy Park, focusing on
metals, plastics, and e-waste recycling.
Gujarat:
• Home to Alang-Sosiya, the world’s largest shipbreaking yard, Gujarat has built a globally recognized
metals recycling hub.
• The state is expanding this model to other forms of metal recycling, leveraging its strategic coastal access
and port infrastructure.
Tamil Nadu:
232• Licensed four e-waste facilities and 38 dismantlers; a large battery and magnet recycling facility is
underway in SIPCOT’s Krishnagiri Mobility Park.
• Pondy Oxides & Chemicals Ltd. (POCL) is investing ₹500 crore to build recycling plants for non-ferrous
metals, lithium-ion batteries, and rare earth magnets.
Delhi:
• Announced India’s first E-Waste Eco Park in Holambi Kalan to process 51,000 tonnes of e-waste
annually.
• Includes zones for refurbishing, testing, plastic recovery, and second-hand electronics resale.
• Expected to generate 1,000+ green jobs, run on a PPP model.
Karnataka:
• The Transport Department plans to implement a vehicle scrapping policy, with facilities proposed in
Tumakuru, Koppal, and Bengaluru Rural.
• A proposal to set up a modern ship recycling yard along the Karnataka coast.
Rajasthan:
• Rajasthan is setting up India’s first Integrated Waste Recycling Park (WRP) in Tholai, Jaipur.
• The WRP will recycle e-waste, metal scrap, hazardous waste, plastic, PV panel waste, and end-of-life
vehicles, offering a model for multipurpose recycling hubs.
Telangana:
• Over 100 non-ferrous metal units in Hyderabad participated in a government-supported initiative led by
JNARDDC to promote aluminum, copper, and lead recycling.
• A demonstration plant showcasing energy-efficient recycling technologies is under development.
Capacity-related details of key players in the domestic metal recycling space-
• CMR Green Technologies Limited has an installed capacity for domestic metal recycling of 6,05,850
MTPA as on 31st March 2025. It has a capacity advantage over domestic players, with an installed capacity
of around 4 times of the nearest competitor in the domestic recycled aluminium space, as of 31st March
2025. It has a clientele coverage of most of the major Original Equipment Manufacturer (OEMs) and Tier 1
automotive suppliers in India. CMR’s liquid aluminium supply enabled by its footprint covering multiple
automotive clusters across India, and side-by-side facilities.
- Daiki Aluminium Industry India Pvt Ltd operates a secondary aluminium facility with an installed capacity
ranging from 70,000 to 110,000 MTPA.
- Century Aluminium Manufacturing has installed annual capacity of nearly 68,000 MTPA of Aluminium
alloys and 15,000 MTPA of Zinc alloys
- G.R.Metalloy Private Limited Co Ltd The company has recycling capacity ranging between 25,000 to
40,000 MTPA.
- IMAC Alloy Casting Pvt. Ltd has an installed recycling capacity of 20,000 MTPA.
- Shree Balaji Alumnicast Pvt. Ltd actual production capacity stands at 86,600 MTPA, while aluminium
alloy production specifically is estimated at 60,000 MTPA.
- Sree Sumangala Metals and Industries Pvt. Ltd has an annual aluminium alloy production capacity of
40,000 MTPA
- Sunalco Alloys Pvt. Ltd has a production capacity of approximately 72000 MTPA
- Baheti Recycling Industries Ltd currently manufactures 10,800 metric tonnes per annum (MTPA) of
aluminium alloys and 9.600 MTPA of deoxidation alloys, utilizing 20,400 MTPA of its capacity with a
spare capacity of 9,600 MTPA
- Gravita India Limited is into sustainable recycling with a total capacity of over 2,90,000 MTPA
233• Jain Metals has Installed Recycling Capacity for Lead of 1,70,352 MTPA, Copper of 1,12,322 MTPA,
Aluminium of 22,880 MTPA
• MTC Group handles around 2.2 MTPA, dealing in ferrous and non-ferrous scrap, ferro alloys, base and
minor metals, and manufacturing TMT bars, structural steel, copper tubes, and aluminium alloys.
• Pondy Oxides & Chemicals has Installed Recycling Capacity for Lead of 1,32,000 MTPA, Copper of
6,000 MTPA, Aluminium of 12,000 MTPA.
Capacity-related details of key players in the global metal recycling space-
The global aluminium recycling industry is highly fragmented, with thousands of small and mid-sized recyclers
operating across regions. This fragmentation is driven by the widespread availability of scrap, varying levels of
technology adoption, and the presence of localized collection and processing networks. Despite this, aluminium
recycling plays a critical role in meeting the world’s growing demand for sustainable and cost-efficient aluminium,
as it consumes significantly less energy than primary production and aligns with the global shift towards circular
economy practices.
Amid this fragmented landscape, a few large players in key regions—particularly in China, India, and Europe—
stand out due to their sizeable capacities, advanced technologies, and integrated operations. These players not
only account for a meaningful share of the global recycling output but also form an essential link in the
international aluminium supply chain, supplying recycled metal to major end-use sectors such as automotive,
construction, packaging, and electrical industries. Their scale, efficiency, and ability to secure steady scrap supply
give them a competitive edge, positioning them as pivotal contributors to the global aluminium market.
The table below outlines the installed recycling capacities of some of the major players that represent a significant
share of the global aluminium recycling industry.
Company Aluminium Capacity (Tonnes p.a.)
Novelis 25,00,000
Shadong Innovation 10,00,000
Sigma Group 10,00,000
Lizhong Sitong Light Alloys Group 9,33,200
Huajin International 8,50,000
Constellium 7,79,000
Norsk Hydro 6,70,000
Speira Germany 6,50,000
Real Alloy 5,60,000
Daiki Aluminium 5,20,000
Yechiu Metal Recycling Group's 5,00,000
Nikkei MC Aluminium 4,72,000
CMR Green Technologies Limited 4,61,000
Raffmetal 3,50,000
CSMET Group 3,34,000
Latasa Reciclagem 3,30,000
CMR Green Technologies Limited ranks among the largest players in the global aluminium recycling industry in
terms of installed capacity as of 31st March 2025.
4.10 Threats and challenges in the Indian metal recycling and recovery market
❖ Regulations and Policy Adherence: The Indian metal recycling industry operates under a fragmented and
evolving regulatory landscape. Despite policies like the Steel Scrap Recycling Policy (2019) and the Vehicle
Scrappage Policy (2021), there is no unified, comprehensive national-level recycling framework covering all
metals. This has led to inconsistencies in enforcement and lack of clarity across states.
Additionally:
• Stringent import regulations and quality restrictions on scrap material, along with rising import duties,
have escalated raw material costs for domestic recyclers.
234• The absence of a generic policy for metal recycling (as opposed to product-specific policies like e-waste
or batteries) results in piecemeal implementation and weak accountability.
• Informal sector dominance undermines environmental norms and worker safety.
❖ Infrastructure Gaps: The industry suffers from obsolete machinery, inefficient processing, and low recovery
rates, especially for non-ferrous metals like aluminum, copper, and zinc.
Key gaps include:
• Lack of structured collection and reverse logistics systems for both ferrous and non-ferrous waste.
• Limited processing capacity — particularly modern shredders, furnaces, and smelters — hinders optimal
metal recovery.
• High energy costs due to outdated technology make operations inefficient and environmentally taxing.
❖ Supply Chain: India’s metal recycling supply chain is highly fragmented and informal, which limits
traceability, price transparency, and standardization.
• Absence of digital traceability and centralized scrap tracking mechanisms.
• Scrap sourcing heavily relies on unorganized networks (kabadiwalas), resulting in inconsistent quality.
• Import dependency: In FY2022–23, India imported 9.8 million tonnes of ferrous scrap for steelmaking
and remains the world’s 2nd largest aluminum scrap importer, receiving 296,000 tonnes from the EU
alone as of 2024.
• Informal sector dominance undermines environmental norms and worker safety. This reliance exposes
the market to:
➢ Geopolitical volatility, duties, and shipping disruptions.
➢ Price risk tied to global indices like the London Metal Exchange (LME).
❖ Absence of Digital Traceability and Centralized Scrap Tracking Mechanisms: The absence of digital
traceability in India’s metal recycling industry creates major inefficiencies, as scrap often passes through multiple
informal channels without records of its origin, quality, or handling. This opacity not only reduces operational
efficiency but also weakens enforcement of frameworks like Extended Producer Responsibility (EPR), since
regulators and producers cannot verify whether collected material is being recycled in safe, environmentally
responsible ways. In the absence of blockchain or IoT-enabled monitoring, scrap transactions remain vulnerable
to fraud, under-reporting, and misclassification, undermining both industry trust and investor confidence. As
highlighted as India’s broader e-waste challenge, digital traceability tools like product registries or blockchain
systems could transform the sector, but their absence continues to slow progress.
Moreover, the lack of centralized scrap-tracking mechanisms further fragments India’s recycling ecosystem, with
data scattered across informal collectors, intermediaries, and small-scale recyclers who rarely integrate with
formal channels. This decentralization prevents effective monitoring of material flows, accurate demand–supply
forecasting, or the creation of secondary markets for recycled metals. A national digital registry—similar to the
proposed Digital Product Passport in the EU—could provide unique identification for scrap batches, enabling
transparent tracking from collection to processing. However, in India, the absence of such a unified framework
leaves the system highly inefficient, with majority of recycling still handled outside the formal sector. In
conclusion, without centralized digital infrastructure, India risks losing in recyclable value while continuing to
rely on imports to meet industrial demand.
❖ Other Risks (Market, Environment, Social):
• Volatile global prices (e.g., aluminium) erode profitability for recyclers.
• Poor hazardous waste management and non-compliance with pollution control norms lead to serious
environmental and health risks.
• Low awareness and lack of formal training among laborers worsen working conditions, particularly in
informal scrapyards.
4.11 Details on Collection Network, Hedging Mechanisms & Contracts in Indian Metal Recycling
and Recovery Market
Collection Network: India, being the world’s third-largest generator of e-waste and a significant producer of
metal scrap, has a deeply rooted and largely informal collection network. The supply chain for metal scrap is
primarily driven by kabadiwalas (local scrap dealers), waste-pickers, small aggregators, and micro-enterprises.
These informal participants act as the main collectors, especially in urban and semi-urban areas, forming the
backbone of India’s material recovery ecosystem. Industrial hubs in states such as Uttar Pradesh, Haryana,
235Gujarat, Maharashtra, and Tamil Nadu, along with key ports like Nhava Sheva and Kandla, serve as important
centers for metal scrap collection and aggregation. Additionally, metal scrap imports also contribute significantly
to India’s supply chain.
In recent years, formal organizations such as Tata Steel Recycling, MTC Group, and Recykal have begun
integrating informal collectors through digital tools, training initiatives, and formal onboarding processes. These
efforts are typically aligned with Extended Producer Responsibility (EPR) mandates, helping streamline scrap
collection, boost traceability, and support regulatory compliance. This hybrid model of informal-formal
collaboration increases the scalability of metal recovery operations and improves supply chain efficiency. For
example, Tata Steel employs a digital platform called FerroHaat to digitize its scrap sourcing process, particularly
for steel scrap. The app enables scrap traders to register and connect with Tata Steel, creating a more organized
and reliable procurement network within the steel industry.
Hedging Mechanism: To minimize earnings volatility caused by fluctuations in commodity prices, Indian
recyclers—especially those involved in exports—have adopted structured hedging practices, including:
• LME Futures: Widely used to hedge price risks associated with base metals like copper, zinc, aluminium, and
nickel.
• MCX Futures: Gaining traction for domestic hedging, particularly in the case of aluminium.
• Forward/Options Contracts: Deployed by larger players to manage pricing risks in specialty alloys or under
fixed-volume agreements.
• Back-to-Back Hedging: A strategy where scrap procurement and finished metal sales are aligned through
pre-priced contracts, thereby securing margins.
A key recent development is the formal notification of ADC-12 aluminium alloy—India’s most widely used cast
alloy—under the Securities Contracts Regulation Act, allowing its trading on MCX. Previously unhedged, ADC-
12 can now be traded similarly to base metals like lead. This enables recyclers to deploy back-to-back hedging
strategies, reduce margin uncertainty, and operate closer to full capacity, especially in auto-grade alloy production.
The move is expected to enhance risk management and improve planning for both domestic and export-facing
recyclers.
Hedging Mechanism for Importers: Player in the industry such as the CMR, faces inherent risks due to
fluctuations in foreign exchange rates and international commodity prices. As part of common industry practice,
the company engages in monthly price negotiations with customers, enabling the passthrough of input cost
fluctuations and thereby reducing overall market risk exposure
Key Terms of Contracts: Indian metal recycling firms, especially those catering to large industrial or
international clients, operate under structured contracts that typically include the following elements:
• Pricing Mechanism: Pricing is often linked to international benchmarks such as the London Metal Exchange
(LME), with adjustments made for metal grade, impurity content, and logistics costs.
• Volume and Tenure: Contracts may range from spot transactions to quarterly or annual offtake arrangements.
Long-term contracts are frequently signed with OEMs and reliable scrap suppliers.
• Quality Specifications: Definitions are standardized using ISRI (Institute of Scrap Recycling Industries) or
BIS (Bureau of Indian Standards) codes to maintain uniformity in metal composition and impurity thresholds.
• Delivery Terms: Based on buyer preferences, deliveries may follow terms such as FOB (Free on Board), CIF
(Cost, Insurance, and Freight), or ex-works.
• Payment and Settlement: Payments are generally tied to delivery milestones, with some agreements
permitting advance payments or post-shipment settlements upon quality inspection.
Global Customer Base: India’s metal recycling industry continues to expand its international reach, supplying
clients across Europe, Southeast Asia, the Middle East, and North America. Exported materials—processed scrap
and secondary metals—serve automotive, electronics, and construction manufacturers. The customer base
includes global OEMs and alloy makers looking for low-carbon, consistent, and traceable inputs. As demand for
ESG-compliant and circular economy-aligned sourcing grows globally, Indian recyclers are increasingly
positioned as preferred partners.
4.12 Case Study:. Growth of Electric Vehicles in China and the Surge in Aluminium Consumption in the
Automotive Sector
4.12.1 Aluminium Intensity in EVs: A 70% Growth in Five Years
China has emerged as a global leader in the adoption of electric vehicles (EVs), driven by stringent emission
norms, robust government support, and growing consumer demand for sustainable mobility solutions. A critical
material supporting this shift is aluminium, whose usage in EV manufacturing has grown significantly due to its
role in enhancing vehicle performance, reducing weight, and enabling battery system integration. This case study
explores the dramatic increase in aluminium consumption in China's EV segment between 2018 and 2023 and
236highlights the underlying factors that make a compelling case for aluminium's expanding role in the automotive
industry.
Key Takeaways
In 2023, aluminium content in four-wheeler battery electric vehicles (BEVs) in China increased by approximately
70% compared to the aluminium used in internal combustion engine (ICE) vehicles in 2018. This leap is primarily
driven by the elimination of traditional engine components—mainly made of cast aluminium—and their
replacement with battery systems and lightweight body parts that demand alternative aluminium forms like sheets
and extrusions.
As per the aluminium usage bridge analysis, aluminium demand in components such as engines and drivelines
decreased significantly in EVs (~31% of the 2018 aluminium content). However, this was offset by a sharp rise
in aluminium usage for battery systems (~40% of 2018 ICE aluminium content), which includes casings, cooling
plates, and structural battery enclosures. Additional gains came from lightweighting strategies applied to chassis,
suspensions, body structures, and closures—collectively adding nearly 43 units to the aluminium index,
contributing to the final value of 170 in 2023 from a base of 100 in 2018.
The graph below illustrates the shift in aluminium usage across vehicle components, emphasizing how battery
systems, body closures, and lightweight chassis have driven the bulk of the increase in EVs.
Source: International Aluminium Institute – Report on Assessment of Aluminium Usage in China’s Automobile Industry 2016~2030 by CM
Group, ICRA Analytics
4.12.2 Transformation in Aluminium Product Mix: Shift from Castings to Sheets
The shift in aluminium consumption patterns within China’s automotive sector reflects the broader structural
evolution brought on by electrification. As traditional cast-heavy components like engines and gearboxes lose
relevance in battery electric vehicles (BEVs), the focus has shifted toward aluminium sheets and extrusions that
better support lightweight structures, battery enclosures, and safety-critical body parts. This transition not only
showcases aluminium’s adaptability across evolving vehicle architectures but also reinforces its growing strategic
importance in enabling the future of electric mobility
Key Takeaways
A major change in aluminium consumption patterns lies in the evolving mix of aluminium forms. In 2018,
aluminium castings dominated automotive aluminium usage in ICE vehicles, accounting for about 76% of the
total aluminium content. This was due to their extensive application in engine blocks, gearboxes, and other heavy
mechanical systems. In contrast, 2023 BEVs show a marked reduction in casting share to 47%, reflecting the
decline of traditional engine components in EV architecture. Overall casting content remains similar due to higher
overall aluminium intensity in EVs in 2023.
This shift is counterbalanced by a surge in aluminium sheet usage, which rose from 12% in 2018 to 37% in 2023.
These sheets are vital for manufacturing body-in-white (BIW) parts and battery casings, owing to their excellent
strength-toweight ratio, corrosion resistance, and formability. Extrusions and other aluminium forms have
237maintained their share (~8.5% in 2018 vs 11% in 2023), primarily supporting structural reinforcement and trim
applications in the EV ecosystem.
The graph below shows a clear shift from cast aluminium to greater use of sheets and extrusions, reflecting a
fundamental change in design and manufacturing across China’s evolving EV landscape.
Source: International Aluminium Institute – Report on Assessment of Aluminium Usage in China’s Automobile Industry 2016~2030 by CM
Group, ICRA Analytics
4.12.3 Strategic Implications for the Aluminium Industry
The increase in aluminium usage per vehicle unit in China’s EV segment not only signifies a shift in automotive
material demand but also underscores long-term structural opportunities for aluminium producers. With rising EV
penetration globally—mirroring trends observed in China—OEMs are expected to lean more on aluminium to
meet regulatory and efficiency requirements.
In summary, China’s EV transition between 2018 and 2023 demonstrates how aluminium has become a critical
enabler of the new automotive paradigm. The sharp rise in aluminium demand, driven by battery systems and
lightweighting strategies, alongside a rebalancing of product mix away from castings toward sheets and
extrusions, illustrates the growing indispensability of aluminium in the mobility value chain. As the global
automotive industry moves toward electrification, China’s experience offers a strong case for increasing
aluminium intensity across vehicle platforms.
4.13 Other Metals- Zinc, Stainless Steel and Copper
4.13.1 Zinc
Chart: Indian Zinc Market Forecast: Sales Volume (in 000’s Tons) and Sales Value (in Billion USD)
238900 2.4 2.50
2.3
2.2
2.2
800 2.1
2.0
1.8 2.00
700
1.7
1.7
1.6
600
1.4
1.50
500
400
1.00
300
200
0.50
100
597 519 595 571 604 635 666 695 723 751 779
- -
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026F FY2027F FY2028F FY2029F FY2030F
Market Volume (In '000 Tons) Market Value (In Billion US$)
Source: IMARC, ICRA Analytics
Chart: India: Recycled Zinc Market: Sales Volume (in ‘000 Tons) and Sales Value (in Billion USD),
FY2020-FY2030F
160.0 0.45
0.4
0.4
140.0 0.40
0.4
0.3
0.3 0.35
120.0 0.3
0.3
0.30
0.3
100.0 0.3
0.2
0.25
80.0 0.2
0.20
60.0
0.15
40.0
0.10
20.0 0.05
84.1 74.6 87.3 85.5 92.2 98.9 105.7 112.6 119.6 126.7 134.0
- -
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026FFY2027FFY2028FFY2029FFY2030F
Market Volume (In '000 Tons) Market Value (In Billion US$)
Source: IMARC, ICRA Analytics
India's zinc market is being driven by the rapid growth of infrastructure in the country and the increasing focus
on materials that resist corrosion. Zinc, which is extensively utilized in galvanization, is essential for improving
the durability of steel structures.
The recycled zinc market in India reached a value of USD 0.3 Billion and a volume of 98.9 Thousand Tons in
FY25, representing a CAGR of 7.3% and 3.3%, respectively, during FY20–FY25.
India’s recycled zinc market is being boosted by the country’s rapid urbanization, expanding steel production, and
an urgent need to reduce corrosion-related infrastructure losses. Zinc recycling offers a sustainable solution to
these challenges, particularly as demand rises in the galvanizing of steel used in construction, railways, and
239automotive sectors. With India striving to reduce its reliance on imported raw materials and meet its sustainability
targets, the adoption of recycled zinc is projected to increase. Government initiatives aimed at promoting metal
recycling, including the recent launch of a national recycling portal, are expected to enhance transparency,
improve collection networks, and attract investment in zinc recycling infrastructure.
Looking forward, the recycled zinc market in India is expected to reach a value of USD 0.4 Billion and a volume
of 134.0 thousand Tons by FY30, reflecting a CAGR of 7.0% and 6.1%, respectively, during FY26–FY30.
The automotive industry is projected to increase the demand for zinc in the upcoming years. Strategic initiatives
aimed at enhancing galvanization within the Indian automotive sector are expected to open a significant growth
opportunity for the zinc market, underscoring its critical role in both mobility and infrastructure domains. As
industrial output and infrastructure investments rise, the demand for cost-effective, corrosion-resistant, and
sustainable zinc inputs is expected to augment, positioning recycled zinc as a vital component in India’s long-
term industrial growth strategy.
▪ 4.13.2 Stainless Steel
Chart: Indian Stainless Steel Market Forecast: Sales Volume (in 000’s Tons) and Sales Value (in Billion
USD)
8,000 18.00
16.0
7,000 14.9 16.00
13.8
12.7 14.00
6,000
11.9
11.6
10.8 10.6 12.00
5,000
9.4 9.5
10.00
4,000
7.4
8.00
3,000
6.00
2,000
4.00
1,000 2.00
3,536 2,930 3,468 3,246 4,445 4,801 5,168 5,545 5,928 6,319 6,723
- -
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026F FY2027FFY2028F FY2029F FY2030F
Market Volume (In '000 Tons) Market Value (In Billion US$)
Source: IMARC, ICRA Analytics
Chart: India: Recycled Stainless-Steel Market: Sales Volume (in ‘000 Tons) and Sales Value (in Billion
USD), FY2020-FY2030F
2404,000 9.00
8.1
3,500 7.4 8.00
6.8
7.00
3,000 6.2
5.6 5.6 6.00
2,500 5.0 5.0
4.4 5.00
4.3
2,000
4.00
3.4
1,500
3.00
1,000
2.00
500 1.00
1,595 1,336 1,599 1,513 2,094 2,287 2,488 2,699 2,917 3,144 3,389
- -
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026F FY2027F FY2028F FY2029F FY2030F
Market Volume (In '000 Tons) Market Value (In Billion US$)
Source: IMARC, ICRA Analytics
The stainless-steel market in India is being driven by its extensive applicability across various sectors and the
rapid industrial growth of the country. The exceptional properties of stainless steel—such as its resistance to
corrosion, high tensile strength, flexibility, visual appeal, and minimal maintenance requirements—render it a
favoured option compared to conventional carbon steel. These attributes are anticipated to enhance demand in key
industries, including construction, automotive manufacturing, railways, and infrastructure development. As these
sectors expand, the requirement for dependable and high-performance materials is expected to increase the
consumption of stainless steel throughout the nation.
The recycled stainless-steel market in India reached a value of USD 5.0 Billion and a volume of 2,287 thousand
Tons in FY25, representing a CAGR of 3.4% and 7.5%, respectively, during FY20–FY25.
India’s recycled stainless-steel market is being propelled by rising environmental awareness, stricter regulations,
and the growing need for sustainable industrial practices. Companies are transitioning by investing in cutting-
edge sorting technology and setting quality benchmarks in stainless steel recycling.
Looking forward, the recycled stainless steel market in India is expected to reach a value of US 8.1 Billion and a
volume of 3,389 Thousand Tons by FY30, reflecting a CAGR of 9.6% and 8.0%, respectively, during FY26–
FY30.
Stainless steel is in harmony with India’s sustainability objectives because of its recyclability and extended
product lifespan, which minimizes the need for replacements and lessens environmental effects. This congruence
with eco-friendly construction and manufacturing methods is projected to further stimulate market expansion. As
India progresses in urbanization and infrastructure investment, the adaptability and resilience of stainless steel
establish it as an essential material for sustainable development. Its growing influence in defining the future of
India’s construction and manufacturing industries is expected to ensure steady demand throughout the forecast
period. The sector is also being bolstered by broader policy and industry outlooks that project recycling to surpass
traditional mining in importance by FY2050.
4.13.3 Copper
Chart: Indian Copper Market Forecast: Sales Volume (in ‘000 Tons) and Sales Value (in Billion USD)
2413000 35
29.4
30
2500 26.5
23.7
25
2000 21.1
18.7
20
16.5
1500 14.4
13.7 13.8
15
1000 8.6
10
6.6
500
5
1213 978 1311 1522 1660 1801 1945 2093 2244 2396 2552
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030
F F F F F
In '000 Tons In Billion USD
Source: IMARC, ICRA Analytics
India copper market reached a value of USD 14.4 Billion and a volume of 1,660 Thousand Tons in 2024,
representing a CAGR of 20.2% and 8.2%, respectively, during FY2020–FY2024. Looking forward, India copper
market is expected to reach a value of USD 29.4 Billion and a volume of 2,552 Thousand Tons by 2030, reflecting
a CAGR of 12.0% and 7.0%, respectively, during FY2025–FY2030.
The Indian copper market is experiencing consistent growth, primarily driven by expanding infrastructure, power
transmission projects, and increasing investments in renewable energy and electric mobility. Key end-use sectors
such as construction, power generation and distribution, automotive (especially electric vehicles), and electronics
are fueling demand for refined copper and copper-based products. With the government’s continued focus on
urbanization, smart cities, Make in India, and domestic manufacturing under schemes like PLI (Production Linked
Incentive), the demand outlook remains positive. Copper prices in India have generally mirrored global trends,
witnessing a gradual rise in recent years due to global demand-supply imbalances, raw material shortages, and
logistical constraints. As infrastructure development and electrification accelerate, India is expected to remain a
major contributor to Asia-Pacific copper demand growth.
Chart: India: Recycled Copper Market: Sales Volume (in ‘000 Tons) and Sales Value (in Billion USD),
FY2020-FY2030F
1600 18
16.1
1400 16
13.7
14
1200
11.6
12
1000
9.7
10
8.2
800
6.8 8
600 5.6
5.2
4.9 6
400
4
1.9
1.6
200 2
296 215 472 578 645 741 847 965 1095 1238 1396
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FFY2027 FFY2028 FFY2029 FFY2030 F
In '000 Tons In Billion USD
242Source: IMARC, ICRA Analytics
India recycled copper market reached a value of US$ 5.61 Billion and a volume of 645 Thousand Tons in 2024,
representing a CAGR of 33.4% and 20.2%, respectively, during 2020–2024. Looking forward, India copper
market is expected to reach a value of US$ 16.10 Billion and a volume of 1,396 Thousand Tons by 2030, reflecting
a CAGR of 18.5% and 13.3%, respectively, during 2025– 2030.
The recycled copper market in India is witnessing robust growth, driven by rising awareness of environmental
sustainability, energy efficiency, and the economic benefits of recycling. With primary copper production limited
by domestic mining capacity and environmental restrictions, recycled copper is becoming an increasingly
important source of supply. The Indian government's focus on circular economy initiatives and resource
conservation has further encouraged the use of secondary copper across industries. Key demand drivers include
the electrical and electronics sector, construction, automotive, and manufacturing, where copper's conductivity
and recyclability make it indispensable. Recycled copper is also favoured for its lower carbon footprint and up to
85% lower energy requirements compared to primary production, making it an attractive option amid India's green
transition. As a result, the market for secondary copper continues to rise steadily, supported by both industrial
demand and policy momentum.
2435. COMPETITIVE LANDSCAPE
5.1 Aluminium recycling industry players
Market share of aluminium recycling industry players for FY2024 (% in terms of value)
17%
3%
3%
3%
2%
67% 2%
2%
1%
1%
CMR Green G.R.Metalloy Private Limited
Sunalco Alloys Pvt. Ltd. Daiki Aluminium Industry Co Ltd [India]
IMAC Alloy Casting Pvt. Ltd. Shree Balaji Alumnicast Pvt. Ltd.
Sree Sumangala Metals and Industries Pvt. Ltd. Baheti Recycling Industries Ltd
Century Aluminium Manufacturing Co Ltd Others*
Source: Annual report, Industry, company websites, IMARC, ICRA Analytics
*Others consist of small and medium players, which commanded estimated 65-67% of the aluminium recycling
industry supply for FY2024, while large players mentioned in the chart accounted for the rest.
CMR Green Technologies Limited- The company processes, manufactures and sells aluminium alloys
(in ingot and liquid form), zinc alloy ingots and segregated furnace ready scrap of stainless steel, copper,
brass, zinc, lead and magnesium, amongst others. Company revenue from operation has a CAGR of
around 23% from year FY2007 to FY2025. Among the domestic peer company set considered in the
aluminium recycling industry, it is the only player to have multiple Joint Ventures with global Japanese
players including Nikkei MC, Nippon Light Metal and Toyota Tsusho in India.
The company uses advanced technology for scrap separation as well as melting & alloying allowing for
better scrap separation efficiency and ability to process a larger variety of scrap qualities.
• Baheti Recycling Industries Ltd (BRIL) - BRIL processes aluminium-based metal scrap to
manufacture aluminium alloys in the form of ingots, cubes, shots, and notch bars. The company's product
range includes Aluminium Notch Bar, Aluminium Shots, Aluminium Deox, Aluminium Cubes,
Aluminium Alloy Ingots, etc.
• Century Aluminium Manufacturing Co Ltd - Century Aluminium Mfg. Co. Ltd., specializes in
manufacturing aluminium and zinc alloys. Company has wide variety of Aluminium Alloys and zinc
alloys which are used in automobile, hardware and other industries.
• G.R.Metalloy Private Limited Co Ltd- Company is engaged in the Manufacturer, Supplier, Importer,
Trader and Exporter of Aluminum Products. The Company’s has various range of products like
Aluminium Notch Bar, Aluminium Blocks, Aluminium Sheet, Aluminium Shots etc.
• IMAC Alloy Casting Pvt. Ltd.- IMAC Alloy Casting is manufacturer of aluminium and zinc-based
alloys in South India. Company is specialized in Aluminium alloys, Zinc alloys, lead based alloy,
machine components, etc.
244• Shree Balaji Alumnicast Pvt. Ltd.- Shree Balaji Alumnicast manufacture standard general purpose
aluminium alloys (Ingot and liquid) and company also produces zinc alloys.
• Sree Sumangala Metals and Industries Pvt. Ltd.- Sree Sumangala Metals and Industries Pvt. Ltd.
(SSMI), operates across four core verticals—aluminium alloy manufacturing, metal recycling, auto
component manufacturing, and sheet metal components.
• Sunalco Alloys Pvt. Ltd.- Sunalco Alloys Pvt Ltd is an aluminium alloy manufacturer in India.
• Daiki Aluminium Industry Co Ltd [India] - Daiki Aluminium Industry Co Ltd [India] is an affiliated
company of a Secondary Aluminium Alloy Japan’s Daiki Group. maker in aluminium alloy ingots.
5.2 Other metal recycling industry players
• MTC Group- MTC Group, is an Indian conglomerate engaged in metal recycling, trading, and
manufacturing.
• Jain Metals- Jain Metal Group is into non-ferrous metal recycling and manufacturing. It transforms
copper, aluminium, and lead scrap into ingots and alloys used across automotive, electrical, construction,
and industrial sectors. With advanced recycling facilities capable of processing multiple metals at one
location, the company ensures sustainable, consistent, and high-standard production.
• Gravita India Limited- Gravita India Limited is a recycling company and its segments include Lead
processing, Aluminium processing, Turn-key solutions and Plastic manufacturing.
The company, operates state-of-the-art facilities across India and international locations focused on lead,
aluminium, plastic, rubber, and tyre recycling.
• Pondy Oxides & Chemicals- Pondy Oxides and Chemicals Limited is an India-based company, which
is engaged in producing lead, lead alloys and plastic additives. The company is into converting lead
scraps of various forms into lead metal and alloys. It carries out smelting of lead battery scrap to produce
secondary lead metal which is further transformed into pure lead and specific lead alloys.
5.3 Financial benchmarking of key peers in the sector
Table: Financial benchmarking of key peer companies for the Financial Year 2025
Comparison with Aluminium recycling industry players
For the period endi ng March 31, 2025
Sree
Century Sumang Daiki
Baheti Shree
CMR Alumini IMAC ala Alumini
Recyclin G.R.Met Balaji Sunalco
Green um Alloy Metals um
Particulars g alloys Alumnic Alloys
Technol Manufac Casting and Industry
Industri Private ast Private
ogies turing Private Industri Private
es Limited Private Limited
Limited Co Limited es Limited
Limited Limited
Limited Private *
Limited
Revenue from
Operations [in ₹ 6,666 524 NA NA NA NA NA NA NA
Cr]
EBIDTA [in ₹
304 41 NA NA NA NA NA NA NA
Cr]
PAT [in ₹ Cr] 155 18 NA NA NA NA NA NA NA
Net Debt /
0.58 2.40 NA NA NA NA NA NA NA
Equity
Source: Company Financial Statements, ICRA Analytics
NA: Not Available
*Financial data is reported in CY
Comparison with other metal recycling industry players
245For the period ending March 31, 2025
MTC Jain Pondy
CMR Green
Particulars Business Resource Gravita India Oxides &
Technologies
Private Recycling Limited Chemicals
Limited
Limited Limited Limited
Revenue from Operations [in ₹ Cr] 6,669 NA NA 3,869 2,057
EBIDTA [in ₹ Cr] 304 NA NA 324 105
PAT [in ₹ Cr] 155 NA NA 313 58
Net Debt / Equity 0.58 NA NA -0.06 0.12
Source: Company Financial Statements, ICRA Analytics
NA: Not Available
The company is the leading non-ferrous metal recycler in terms of installed capacity as of 31st March 2025 and
has the highest market share in the Indian secondary aluminium market in terms of revenue from operations for
the FY2025 amongst the peer companies.
Table: Financial benchmarking of key peer companies for the Financial Year 2024
Comparison with Aluminium recycling industry players
For the period endi ng March 31, 2024
Sree
Daiki
Century Shree Sumang
CMR Baheti IMAC Aluminiu
Aluminiu G.R.Meta Balaji ala Sunalco
Green Recyclin Alloy m
Particulars m lloys Alumnic Metals Alloys
Technolo g Casting Industry
Manufac Private ast and Private
gies Industrie Private Private
turing Co Limited Private Industrie Limited
Limited s Limited Limited Limited*
Limited Limited s Private
*
Limited
Revenue from
Operations [in ₹ 5,952 429 179 1,016 561 700 681 1,239 1,096
Cr]
EBIDTA [in ₹ Cr] 217 20 (4) 33 8 27 24 49 (67)
PAT [in ₹ Cr] (839)* 7 (25) 8 5 7 9 17 (107)
Net Debt / Equity 0.36 2.37 -1.43 2.21 0.98 1.71 0.88 1.12 2.81
Source: Company Financial Statements, ICRA Analytics NA: Not Available
*It includes non-cash goodwill write off Rs. 1,239 crores
**Financial data is reported in CY
Comparison with other metal recycling industry players
For the period ending March 31, 2024
MTC Jain Pondy
CMR Green
Particulars Business Resource Gravita India Oxides &
Technologies
Private Recycling Limited Chemicals
Limited
Limited Limited Limited
Revenue from Operations [in ₹ Cr] 5,952 6,494 4,428 3,161 1,542
EBIDTA [in ₹ Cr] 217 147 227 287 72
PAT [in ₹ Cr] (839)* 42 164 242 32
Net Debt / Equity 0.36 1.30 1.65 0.52 0.20
Source: Company Financial Statements, ICRA Analytics NA: Not Available
*It includes non-cash goodwill write off Rs. 1,239 crores
Table: Financial benchmarking of key peer companies for the Financial Year 2023
Comparison with Aluminium recycling industry players
246For the period endi ng March 31, 2023
Sree
Century Shree Sumang Daiki
CMR Baheti IMAC
Aluminiu G.R.Met Balaji ala Sunalco Aluminiu
Green Recyclin Alloy
Particulars m alloys Alumnic Metals Alloys m
Technol g Casting
Manufac Private ast and Private Industry
ogies Industrie Private
turing Co Limited Private Industrie Limited Private
Limited s Limited Limited
Limited Limited s Private Limited*
Limited
Revenue from
Operations [in ₹ 5,869 360 214 796 801 741 793 1,477 1,345
Cr]
EBIDTA [in ₹ Cr] 207 13 (7) 5 13 28 25 61 18
PAT [in ₹ Cr] 105 5 (11) 7 9 8 10 20 2
Net Debt / Equity 0.15 1.96 -1.63 3.57 1.24 2.38 1.05 1.25 0.55
Source: Company Financial Statements, ICRA Analytics
NA: Not Available
*Financial data is reported in CY
Comparison with other metal recycling industry players
For the period ending March 31, 2023
MTC Jain
CMR Green Pondy Oxides
Particulars Business Resource Gravita India
Technologies & Chemicals
Private Recycling Limited
Limited Limited
Limited Limited
Revenue from Operations [in ₹ Cr] 5,869 7,481 3,064 2,801 1,476
EBIDTA [in ₹ Cr] 207 278 124 198 77
PAT [in ₹ Cr] 105 106 92 204 75
Net Debt / Equity 0.15 1.54 2.95 0.51 0.56
Source: Company Financial Statements, ICRA Analytics
Table: List of Formulas used for the key peer comparison
SR. No. Formula
Revenue from Operations means the revenue generated from the operations of the company for the
1
year.
EBITDA is calculated as Profit/(loss) for the year add Finance costs, Depreciation and amortization
2 expense, Exceptional item and Total tax expenses/(credit) less other income and Share in (loss) of
Joint Ventures (net of tax).
3 PAT is calculated as Profit after tax for the year.
Net Debt to equity (in times) is calculated as the Net Debt divided by Total Equity (including non-
4 controlling interest) where net debt represents sum of non-current borrowings and current
borrowings less cash and cash equivalent and other bank balances
Source: Company Financial Statements, ICRA Analytics
247OUR BUSINESS
Some of the information contained in the following discussion, including information with respect to our plans
and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the
section “Forward-Looking Statements” on page 23 for a discussion of the risks and uncertainties related to those
statements. Our actual results may differ materially from those expressed in or implied by these forward-looking
statements. Please also read the sections “Financial Information”, “Risk Factors”, and “Management’s
Discussion and Analysis of Financial Position and Results of Operations” on pages 338, 44 and 443 respectively,
for a discussion on certain factors that may affect our business, financial condition or results of operations. Our
financial year ends on March 31 of each year, so all references to a particular financial year/ Fiscal are to the
twelve-month period ended March 31 of that year.
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 is a supplemental
measure of our performance and liquidity and not required by, or presented in accordance with Ind AS, IFRS or
U.S. GAAP. Furthermore, such measures and indicators are not defined under Ind AS, IFRS, U.S. GAAP or other
accounting standards, and therefore should not be viewed as substitutes for performance, liquidity or profitability
measures under such accounting standards. In addition, such measures and indicators, are not standardized
terms, hence 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 management believes that they are useful to an investor in
evaluating our operating performance.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “the Company” or “our
Company” refers to Company and its Subsidiaries. Unless otherwise indicated or the context otherwise requires,
the financial information included herein is based on or derived from our Restated Consolidated Financial
Statements included in this Draft Red Herring Prospectus. For further information, see “Restated Consolidated
Financial Statements” on page 338 Our financial year ends on March 31 of each year, so all references to a
particular financial year or Fiscal are to the 12-month period ended March 31 of that year. We have also included
various financial and operational performance indicators in this Draft Red Herring Prospectus, some of which
have not been derived from the Restated Consolidated Financial Statements. The manner of calculation and
presentation of some of the financial and operational performance indicators, and the assumptions and estimates
used in such calculations, may vary from that used by other companies in India and other jurisdictions.
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Assessment of Global and Domestic Metal Recycling & Recovery
Market” dated August 2025 (the “ICRA Report”) prepared and issued by ICRA Analytics Limited, appointed by
us on June 12, 2025 and exclusively commissioned and paid for by us in connection with the Offer. A copy of the
ICRA Report is available on the website of our Company at https://cmr.co.in/shareholder-relation/. The data
included herein includes excerpts from the ICRA Report and may have been re-ordered by us for the purposes of
presentation. There are no parts, data or information relevant for the proposed Offer, that has been left out or
changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information
derived from the ICRA Report and included herein with respect to any particular year refers to such information
for the relevant calendar year. For more information, see “Risk Factors- Industry information included in the
Offer Documents has been derived from the ICRA Report, which was prepared by ICRA and exclusively
commissioned and paid for by our Company for the purposes of the Offer, and any reliance on information
from the ICRA Report for making an investment decision in the Offer is subject to inherent risks” on page 56.
Overview
We are the leading non-ferrous metal recycler in terms of installed capacity as of March 31, 2025 and we have
the highest market share in the Indian secondary aluminium market in terms of revenue from operations for the
Fiscal 2025 amongst the peer companies. (Source: ICRA Report). CMR Green Technologies Limited has a
capacity advantage over domestic players, with an installed capacity of around 4 times of the nearest competitor
in the domestic recycled aluminium space, as of March 31, 2025. (Source: ICRA Report). We rank among the
largest players in the global aluminium recycling industry in terms of installed capacity as of March 31, 2025
(Source: ICRA Report). We manufacture recycled aluminium alloys (in ingot and liquid form), zinc alloy ingots
and segregated furnace ready scrap of stainless steel, copper, brass, zinc, lead and magnesium, amongst others.
248We recycle used beverage cans scrap for fulfilling new metal requirements of primary producers. Due to the large
economic, environmental and social advantages of recycling and the disadvantages of mining, primary producers
across the world are shifting to develop new sources of recycled metal (Source: ICRA Report).
Our Company also produces aluminium billets that cater to both automotive and non-automotive sectors. These
billets, made from recycled aluminium, are raw materials used in extrusion processes to create profiles for various
applications. Our billets are manufactured to meet industry standards, ensuring stable mechanical properties,
formability, and corrosion resistance.
In Fiscal 2025, the total recycled aluminium market reached a volume of 2.16 million MT in India. Of this, 1.01
million MT (46.7%) was from the cast alloy segment, 0.59 million MT (27.31%) was in rolled segment and 0.34
million MT (18.05%) was in extrusion segment. While we are currently present in the cast alloy segment of the
automotive industry (where we have approximately 42-45% market share in terms of volume sold for Fiscal 2025
as per ICRA Report), our entry into the extrusion has expanded our serviceable market by a further 0.34 million
MT and rolled alloy segments has expanded our serviceable market by further 0.59 million MT, providing new
growth opportunities. (Source: ICRA Report) We believe that our existing expertise, experience and customer
connect in recycling will give us a strong edge. With our new plants in Tirupati and Odisha, we are now positioned
to address a wider spectrum of aluminium products within the recycling value chain.
Aluminium is endlessly recyclable without any loss in quality, making it an ideal material for sustainable industrial
use (Source: ICRA Report). India’s primary aluminium industry emits 14 tonnes of CO₂ per tonne of aluminium,
one of the highest rates globally, whereas recycled aluminium emits only 0.3 tonnes. (Source: ICRA Report)
Additionally, secondary aluminium production has approximately 90% lower capital expenditure (capex)
intensity compared to primary production, making it the most cost-effective pathway to decarbonizing the
industry. (Source: ICRA Report) As of Fiscal 2025, share of recycled aluminium is around 40.8% of the total
aluminium demand in India and looking forward, the recycled aluminium market in India is expected to reach a
volume of 3.71 million MT by FY2030, reflecting a CAGR of 11.2%, during Fiscal 2026–Fiscal 2030. (Source:
ICRA Report) The share of recycled aluminium will thus increase to 44.9% in FY30. The recycling industry is
poised to surpass traditional mining in economic value by 2050 (Source: ICRA Report).
The following table sets forth the break-up of revenue from aluminium and other metals as a % of our revenue
from operations excluding export incentives for the respective period:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from % revenue Revenue from % revenue Revenue from % revenue
operations from operations from operations from
operations** operations** operations**
Aluminium 52,256.01 78.42% 45,759.96 76.95% 42,821.65 73.13%
Other metals* 14,383.68 21.58% 13,703.76 23.05% 15,734.65 26.87%
Total 66,639.69 100.00% 59,463.72 100.00% 58,556.30 100.00%
*Other metals includes zinc alloy ingots and segregated furnace ready scrap of stainless steel, copper, brass, zinc, lead and magnesium,
amongst others
** Revenue from operations exclude export incentives
We are a customer centric company, constantly striving to create value for our customers through products offered
and committed deliveries. Our customers primarily include original equipment manufacturers (“OEMs”) and Tier
1 companies in the automotive manufacturing sector. Tier 1 companies are companies that directly supply to
OEMs. Some of our OEM customers include Honda Cars India Limited, Bajaj Auto Limited, Hero MotoCorp
Limited, Royal Enfield Motors Limited and India Yamaha Motor Private Limited, while our customers, who are
Tier 1 companies include Toyota Industries Engine India Private Limited, Rockman Industries Limited, Sunbeam
Lightweighting Solutions Private Limited, Endurance Technologies Limited, Craftsman Automation Limited,
Gabriel India Limited and Honda Trading Corporation, among others. Our customers for other metal are various
manufacturers including Jindal Stainless Limited and Aurubis GmBH that further use these metals as raw material
for their foundries. In the wrought aluminium recycling space, our customers include Hindalco Industries Limited,
among others. The table below sets forth details of revenue from operations excluding export incentives generated
from our top three customers, top five customers and our top ten customers for the Fiscals 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of total Revenue % of total Revenue % of total
contribution revenue from contribution revenue from contribution revenue from
(₹ in million) operations (₹ in million) operations (₹ in million) operations
Top 3 15,311.15 22.98% 14,141.61 23.75% 12,715.91 21.67%
249Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of total Revenue % of total Revenue % of total
contribution revenue from contribution revenue from contribution revenue from
(₹ in million) operations (₹ in million) operations (₹ in million) operations
customers
Top 5 23,331.09 35.01% 20,616.70 34.63% 18,633.73 31.75%
customers
Top 10 35,182.55 52.78% 30,490.92 51.20% 28,194.68 48.05%
customers
We also have a geographically diversified business model with revenue from operations excluding export
incentives from north, west, and south India. The following table sets forth the breakup of revenue:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ in % of total Amount (₹ in % of total Amount (₹ in % of total
million) revenue million) revenue million) revenue
from from from
operations* operations* operations*
North India 38,427.95 57.67% 33,470.85 56.29% 36,234.51 61.88%
West India 12,804.74 19.21% 12,964.72 21.80% 10,682.07 18.24%
South India 15,407.01 23.12% 13,028.16 21.91% 11,639.72 19.88%
Total 66,639.69 100.00% 59,463.73 100.00% 58,556.30 100.00%
East India facility trial production started in February 2025
*Revenue from operations exclude export incentives
We started supplying liquid aluminium, through our manufacturing facilities situated adjacent to the premises of
our customers in 2008, and through road transport in November 2013 up to a distance of 25 kilometers, using our
patented technology. Our ability to supply liquid aluminium in addition to ingots, has allowed us to be flexible in
our manufacturing operations and capitalize on the increasing trend of supplying liquid aluminium owing to
several commercial, operational and environmental advantages to us as well as our customers. For instance, in
addition to saving inventory handling costs, supply of liquid aluminium eliminates the re-melting process thereby
minimising oxidation losses and reducing power and fuel consumption for our customers.
Our liquid aluminium supply enabled by its footprint covering multiple automotive clusters across India, and side-
by-side facilities. We believe our strong relationships with our customers, have helped us sustain long-term
demand stability. For production of aluminium alloy ingots and liquid aluminium alloy, we procure aluminium
based metal scrap both domestically and from overseas market. Our procurement network is spread across India
and globally across Asia, Africa, the Middle East, Europe and Americas.
We operate through our 13 strategically located recycling units (“Recycling Facilities”). As on date, three of our
facilities are situated at Tatarpur, Manesar and Bawal, in the state of Haryana, two facilities situated at Vanod and
one facility situated at Halol, in the state of Gujarat, one facility in Pune in the state of Maharashtra, one facility
situated each at Chennai and Vallam in the state of Tamil Nadu and one facility situated each at Haridwar,
Bhiwadi, Sambalpur and Tirupati, in the states of Uttarakhand, Rajasthan, Odisha and Andhra Pradesh,
respectively. As on June 30, 2025, our Recycling Facilities are operating with a combined actual production
capacity of 605,850 MT. For further details of our recycling capacity, see “Our Business- Our Manufacturing
Facilities” on page 265.
We have made significant investments into our Recycling Facilities as represented by our gross fixed assets of ₹
7,942.98 million as at March 31, 2025 and for Fiscal 2025 our Purchase of property, plant, equipment, right of
use assets, intangible assets including capital work in progress was ₹ 2,398.57 million and employ the latest
technologies and quality control mechanism at each stage of the recycling process to ensure that our finished
product conforms to the exact requirement of our customers. Our facilities are accreditation with various quality
accreditations such as ISO 14001:2015 for environmental management systems, ISO 45001:2018 for occupational
health and safety management systems and IATF 16949:2016 for quality management systems in the automotive
sector. For further details, see “- Quality Control and Services” on page 273.
We adopt various sustainable ESG practices. We have the 6th highest score as per S&P Global Corporate
Sustainability Assessment (CSA) Score amongst the companies in the aluminium industry scored by S&P Global
(Source: ICRA Report). Additionally, we have 9.55 MW of solar power installed or under Power Purchase
Agreement as on June 30, 2025.
250Our Promoters have substantial experience in the field of metal recycling business. One of our Promoter Mohan
Agarwal, who is our Chairman and Managing Director, has over 31 years of experience in the aluminium alloys
recycling industry. Our Promoter, Akshay Agarwal, who is an Executive Director, has over 10 years of experience
in the aluminium alloy recycling industry. Our Promoter, Raghav Agarwal, who is an Executive Director, has
over 8 years of experience in the aluminium alloys recycling industry. In addition, we also have an experienced
management team This team is backed by a core technical and commercial team that has substantial experience.
The following table sets out key financial metrics and ratios for the periods indicated:
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from operations ₹ in million 66,664.85 59,524.42 58,685.07
Growth in revenue from operations % 12.00% 1.43% NA
EBITDA(1) ₹ in million 3,037.17 2,174.04 2,070.14
Profit before exceptional item and ₹ in million 2,050.61 1,295.35 1,378.77
tax
PAT ₹ in million 1,550.38 (8,385.57)* 1,045.07
Net Debt / Equity(2) Times 0.58 0.36 0.15
Net Fixed Asset Turnover Ratio(3) Times 8.14 9.31 11.36
Operational KPIs
Revenue split by metal type(4) ₹ in million 66,639.69 59,463.73 58,556.30
- Aluminium & zinc alloys ₹ in million 53,967.03 47,097.08 44,599.10
- Segregation and recycling of other ₹ in million 12,672.66 12.366.67 13,957.20
metals
Number of manufacturing facilities Nos. 13 11 11
* PAT is negative in Fiscal 2024 on account of an exceptional item of ₹ 12,396.27 million created on account of impairment
of non-cash goodwill
1. EBITDA is calculated as Profit/(loss) for the year add Finance costs, Depreciation and amortization expense, Exceptional
item and Total tax expenses/(credit) less other income and Share in (loss) of Joint Ventures (net of tax).
2. Net Debt to equity is calculated as the Net Debt divided by Total Equity (including non-controlling interest) where net debt
represents sum of non-current borrowings and current borrowings less cash and cash equivalent and other bank balances
3. Net Fixed Assets Turnover Ratio is calculated as revenue from operations divided by sum of Net Property, plant and
equipment, Capital work-in-progress, Intangible assets, Intangible assets under development and right of use assets.
4. Revenue split by metal type refers to the total revenue generated by the company, excluding export incentives into Aluminium
& zinc alloys revenue and Segregation and recycling of other metals revenue.
Our Competitive Strengths
Leading recycler in the domestic aluminium recycling industry in India with significant entry barriers, also
positioned as a critical enabler of the aluminium industry’s decarbonization imperative
We are the leading non-ferrous metal recycler in terms of installed capacity as of March 31, 2025 and we have
the highest market share in the Indian secondary aluminium market in terms of revenue from operations for the
Fiscal 2025 amongst the peer companies. (Source: ICRA Report). CMR Green Technologies Limited has a
capacity advantage over domestic players, with an installed capacity of around 4 times of the nearest competitor
in the domestic recycled aluminium space, as of March 31, 2025. (Source: ICRA Report). We rank among the
largest players in the global aluminium recycling industry in terms of installed capacity as of 31st March 2025.
Our revenue from operations has grown at a CAGR of around 23% from year FY2007 to FY2025. (Source: ICRA
Report)
We derive our revenue primarily from sales to the automotive industry where we occupied an estimated market
share of ~42-45% in the cast alloy segment pertaining to automotive industry during FY2025. (Source: ICRA
Report). We believe our long-term relationships with most of our customers in the serviceable industry, puts us
in an enviable position of grabbing large market share of growth. This was primarily supported by rising
application of non-ferrous casting in the automotive sector, contributing to approximately 46.7% share in the total
recycled aluminium sector. Further, CMR Green Technologies Limited has a market share of ~10-12% in the
recycled aluminium industry, in terms of volume sold, in FY2025. (Source: ICRA Report). During Fiscals 2025,
2024 and 2023, we supplied quantities in the following ratio of our overall volumes to our customers:
251Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Liquid aluminium alloys (In %) 39.19% 36.22% 32.04%
Aluminium alloy ingots (In %) 31.02% 31.68% 32.94%
Zinc alloys (In %) 1.70% 1.58% 1.71%
Other metals 28.09% 30.52% 33.31%
Looking forward, the recycled aluminium market in India is expected to reach a value of USD 9.20 Billion and a
volume of 3,715 thousand Tons by FY2030, reflecting a CAGR of 13.0% and 11.2%, respectively, during
FY2026–FY2030. (Source: ICRA Report) With a footprint of 13 plants, we aim to cover all major OEM
automotive clusters across India which provide us the long-term demand stability. Over a period of last 6 years,
we setup 7 new plants including a Low Carbon (Green) Extrusion Billets plant at Tirupati, a used Beverage Can
Recycling Plant for Hindalco Industries Limited (a primary producer of aluminium) at Odisha and a liquid
aluminium plant for one of India’s leading passenger vehicle manufacturing companies plant in Gujarat. Our entry
into wrought alloy segments through Tirupati and Odisha plants allow us to enter into non-automotive markets
such as buildings, construction and packaging and allows us to also potentially enter and capture the automotive
extrusions wrought aluminium market which will be helpful for higher EV penetration.
Leading supplier of liquid aluminium alloy
We hold the leading position in India’s liquid aluminium market, ranking as the largest supplier of recycled liquid
aluminium by turnover in Fiscal 2025 (Source: ICRA Report). We commenced liquid aluminium supplies through
our manufacturing facilities situated adjacent to the premises of our customers since 2008, and through road
transport since November 2013 and have been able to increase our market share steadily over the years on account
of our successful track record of quality, consistency and timely delivery of products to our customers. We also
have a geographically diversified business model with revenue from north, west and south India.
Typically, molten delivery offers total estimated savings of 6–7% compared to solid ingots, with 2–3% from
reduced melt loss, ~3% from lower energy requirements, and ~1% from operational efficiencies such as reduced
manpower and inventory costs (Source: ICRA Report). Liquid aluminium cannot be stored and accordingly, our
customers employ just-in-time (“JIT”) inventory strategy in terms of which, they receive the products only as
they are needed. This inventory model requires an uninterrupted supply of raw materials thereby increasing the
customer’s dependence on the suppliers. We believe that such interdependence between us and our customers
coupled with our commitment to provide quality products in a timely manner has been instrumental in enabling
us to capture major market share over the other players in the industry. In order to ensure quality and timely
delivery, we have made investments in manpower, supply chain, logistics, information technology, process
controls and plant and machinery, including our patented technologies for safe transportation. Since our primary
objective is to eradicate instances of metal shortages at customers' facilities, we have developed an automated
system consisting of a dashboard (integrated with customer’s production systems) that monitors real time status
of the customer’s furnace levels to enable optimization of JIT delivery of molten metal (Patent pending).
Transportation of liquid aluminium can typically be carried out for destinations –up to 25 kilometers. Liquid
aluminum must be transported in specialized, insulated crucibles to maintain its molten state (above 660°C for
aluminum). This requirement limits its use to facilities located near customers. Typically, transportation is feasible
only within a 20–25 kilometer radius and a travel time of 45–60 minutes. As a result, manufacturing facilities
supplying molten aluminium often need to be situated adjacent to customer premises to ensure uninterrupted
delivery. (Source: ICRA Report).
In India, the supply of liquid aluminium is limited to only a select group of players, owing to the high technical
expertise, infrastructure, and operational precision required in this space. Unlike conventional ingot supply,
delivering liquid aluminium demands stringent temperature control, specialized logistics, and just-in-time delivery
capabilities to ensure quality and consistency for end-use industries such as automotive and manufacturing. As a
result, only a handful of established and technologically advanced recyclers and smelters are able to operate in
this niche segment (Source: ICRA Report).
Strategically, we have strived to set up our manufacturing facilities closer to or at the premises of our customers.
On certain occasions, our customers have leased out land to us on their facilities to allow us to establish our
manufacturing facilities, enabling us to adhere to their round-the-clock delivery schedules and increasing their
dependence on us and creating strong entry barriers. Liquid aluminium also results in a significant reduction of
carbon emissions into the environment. Molten (or liquid) aluminium offers additional sustainability by
eliminating the need for remelting, saving approximately 528 kg of CO₂ emissions per metric tonne (Source:
252ICRA). Based on our supply of liquid aluminium for Fiscal 2025, we saved approximately 71.91 million kilograms
of greenhouse gas emissions into the atmosphere. We have more than 212,000 carbon credits as on March 31,
2025. Accordingly, our Company has strived to focus significantly on supply of liquid aluminium and will
continue to do so in the future.
Strong and diversified supplier base for sourcing raw materials
One of the critical factors to grow and develop in our business is the ability to source metal scrap raw materials.
Due to low domestic availability our Company has been procuring metal scrap from around 198 global suppliers
from 73 countries including, from the United States, United Kingdom, New Zealand, Australia, Europe, Africa,
South Africa, Thailand and the UAE, among others. Some of our key suppliers include Sims Global Commodities
PTE Ltd, EMR Usa Holdings LLC, European Metal Recycling, Schnitzer Steel Industries Inc. (Radius Recycling
Inc.), Stemin S.P.A., Indra Recycling GMBH and Gemini Corporation N.V. We also are also increasing domestic
scrap procurement. The table below sets forth details of raw materials and traded goods purchased by the suppliers
within India and outside India in the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total raw % of total raw % of total raw
Particulars materials and materials and materials and
₹ in million ₹ in million ₹ in million
traded goods traded goods traded goods
purchased purchased purchased
India (A) 16,336.10 26.85% 10,448.12 19.69% 9,899.41 19.37%
Outside India
44,497.04 73.15% 42,622.66 80.31% 41,204.41 80.63%
(B)
Total 60,833.14 100.00% 53,070.78 100.00% 51,103.82 100.00%
The share of the top five countries from which our Company imports raw materials as a percentage of our total
imports, during Fiscal 2025, Fiscal 2024 and Fiscal 2023, on a consolidated basis, based on the Restated
Consolidated Financial Information are disclosed hereunder.
S. No. Jurisdiction % of total imports for Fiscal 2025
1. United States 47.55%
2. United Kingdom 9.33%
3. Belgium 7.67%
4. Italy 4.33%
5. China 4.12%
S. No. Jurisdiction % of total imports for Fiscal 2024
1. United States 52.73%
2. Belgium 8.35%
3. United Kingdom 6.06%
4. Netherlands 5.16%
5. China 3.78%
S. No. Jurisdiction % of total imports for Fiscal 2023
1. United States 48.61%
2. United Kingdom 9.53%
3. Belgium 7.84%
4. Netherlands 4.93%
5. China 4.46%
Given that raw material constitutes a significant portion of our overall cost, we benefit majorly from a strong,
global and diversified supplier base of around 198 suppliers across the six continents to ensure continuous
uninterrupted supplies. We have decade-long relationships with some of our suppliers. We believe this enables us
to negotiate favorable terms and avail better discounts.
253The future outlook for scrap availability is optimistic, driven by increasing global consumption of metal-intensive
products, rapid urbanization, and the growing emphasis on circular economy practices (Source ICRA Report). We
specialise in sourcing lower-cost, mixed scrap which requires combination of technology and manual sorting for
efficient separation. This also secures availability of raw material for us in future since this category of scrap will
continue to need manual intervention for sorting. Further, since metal scrap prices vary in international markets,
we believe that a geographically diverse base of suppliers allows us to selectively buy metal scrap at competitive
prices and to limit the adverse effects of the changing geopolitical conditions. In addition, we to the extent
possible, structure our sale contracts with our customers such that our exposure to forex and commodities
associated risks are minimized. We use derivative financial instruments such as forward exchange contracts to
hedge risks associated with these foreign currency and commodity price fluctuations. We have dedicated sourcing
presence in US though our wholly owned subsidiary.
Our processes and systems help us to ascertain our raw material requirements by considering factors such as
prices, process yields, available inventory, supply lead times, among others. This helps us to place orders for
optimum qualities and quantities of raw materials with our suppliers so as to procure the optimum mix of raw
materials for the forecasted sales resulting in greater ability to meet production schedules and achieve on-time
delivery for our customers while keeping the cost low
Long-standing relationships with our customers
Over the years we have established long-term relationships with our customers comprising of Tier 1 companies
as well as OEMs, most of whom have been with us for decades. We believe that our customer retention levels
reflect our ability to provide high quality products, and our consistent customer service standards have enabled us
to increase our customer dependence on us. While we have a market share of ~42-45% in terms of volume sold
in the cast alloy segment pertaining to automotive industry for FY2025 (Source: ICRA Report), our entry into the
extrusion has expanded our serviceable market by a further 0.34 million MT and rolled alloy segments has
expanded our serviceable market by further 0.59 million, providing new growth opportunities (Source: ICRA
Report). We believe that our existing expertise, experience and customer relationships in recycling will give us a
strong edge.
Aluminium products are primarily supplied to the automobile and auto component industry, while other metals
are largely catered to non-automotive segments. Our customers include companies such as Rockman Industries
Limited, Sunbeam Lightweighing Solutions Private Limited, India, and Yamaha Motor Private Limited, among
others, who have been our customers for the last ten Fiscals. We have grown our customer base over the years to
additionally include OEMs and Tier 1 companies such as one of India’s leading passenger vehicle manufacturing
companies, Honda Cars India Limited, Bajaj Auto Limited, Hero MotoCorp Limited, Royal Enfield Motors
Limited, Endurance Technologies Limited, Rockman Industries Limited, Craftsman Automation Limited, among
others. Further, we regularly export our products to customers in Japan, Belgium, Germany, China, Thailand.
Our manufacturing facilities undergo a rigorous qualification process mandated by our customers. This process
encompasses supplier audits, testing, trial runs, periodic reviews, and audit of our procurement, manufacturing,
logistical, and other capabilities and performance. We believe our customer relationships are primarily led by our
ability to meet stringent quality and technical specifications for our customers in a timely and cost-effective
manner. As a result, we have a history of high customer retention. We believe that such long-term association
with our customers offers us the advantage of revenue visibility, industry goodwill and a deep understanding of
the requirements of our customers. The details of our repeat customers and our revenues from repeat orders from
such customers for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 are as set out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue of Repeat Customers (in ₹ million) 64,907.72 57,111.91 53,360.26
Revenue from Operations (excluding export incentives) (in ₹
million) 66,639.69 59,463.73 58,556.30
Revenue from repeat customers as a Percentage of Revenue
from Operations (excluding export incentives) (in %) 97.40% 96.04% 91.13%
Note: Revenue from repeat customers is revenue from customers where our Company would have recognized revenue from such customer in
at least one fiscal during the last three fiscals preceding the fiscal for which the data is being disclosed.
We have long-standing relationships with tier 1 auto component suppliers (“Tier 1 companies”) and original
equipment manufacturers (“OEMs”) and channel partners customers ranging from 16 years to more than 19 years,
as set out in the table below:
254S. No. Customer* Number of years of customer
relationship as of March 31, 2025
1. Customer 1 19
2. Customer 2 19
3. Customer 3 17
4. Customer 4 16
5. Customer 5 17
*The names of the customers have not been included in this Draft Red Herring Prospectus due to non-receipt of consent from
such customers to be named in the Offer Document.
We believe that our enduring customer relationships serve as a clear testament to our commitment to quality and
recycling capabilities. We believe that as a result of our long-standing relationships with our customers, we are
well equipped to retain our presence in the market and build upon these relationships to reach out to new
customers. Our customer relationships have helped us expand our product offerings and geographic reach in
addition to allowing us to plan our capital expenditure. Further, it enhances our ability to benefit from increasing
economies of scale and ensuring a competitive cost structure to achieve sustainable growth and profitability.
Strategic alliances through joint ventures
To benefit from the technical expertise and marketing reach, we have joint ventures with Toyota Tsusho
Corporation (since 2012), with Nikkei MC Aluminium (since 2012) and with Nippon Light Metal (since
2025).Our Subsidiaries, CMRN, where we presently hold 74% stake, and CMRT, where we presently hold 70%
stake, were set up in partnership with Nikkei and Toyota Tsusho, respectively. Pursuant to these arrangements,
we commenced supplying liquid aluminium through road transport to our customers, which substantially
increased our market share and customer dependence. Further, Nippon Light Metal, Japan, invested 20.00%
shareholding in CMR NLM Eco, engaged in the business of wrought alloy recycling. CMR NLM Eco's ability to
secure a stable supply of scrap and transform it into high quality recycled aluminum billets will be synergized
with Nippon Light Metal technical know-how of billet casting and expertise to build a low carbon billet supply
system.
Our association with these players has not only allowed us to leverage their technology for providing quality
products and capabilities but also in development of long-term customers. We intend to continue to gain from our
partners’ experience and to continue to expand our product, customer and technology base, thereby strengthening
our overall business operations. Among the domestic peer company set considered in the aluminium recycling
industry, we are the only player to have multiple Joint Ventures with global Japanese players (Source: ICRA
Report).
Our facilities, technology, quality processes and engineering expertise
Our Company conducts its recycling operations at 13 strategically located recycling facilities in India providing
us the benefit of integrated and centralized operations. The map below provides details of our recycling facilities:
255Among them, (i) three of our facilities situated at Tatarpur, Manesar and Bawal, are located in the state of Haryana;
(ii) two facilities situated at Vanod and one facility situated at Halol, are located in the state of Gujarat; (iii) one
facility each situated at Chennai and Vallam, respectively, are located in the state of Tamil Nadu; (iv) one facility
situated at Haridwar is located in the state of Uttarakhand; (v) one facility situated at Pune is located in the state
of Maharashtra (vi) one facility situated at Tirupati is located in the state of Andhra Pradesh (vii) one facility
situated at Sambalpur is located in the state of Odisha and (viii) one facility situated at Bhiwadi is located in the
state of Rajasthan. As of June 30, 2025 our installed capacity was 6,05,850 MTPA.
Our infrastructure in the manufacturing facilities give us the flexibility to process various types of metal scrap.
For segregation of scrap, we use heavy media flotation systems, induction-based sorting systems, colour sorters,
eddy current separators, gravimetric separation, XRTs, LIBS and shredders to ensure that the materials being fed
into the furnaces are devoid of most impurities and the alloy composition is near to the target. We use different
technologies along our entire process for manufacturing our products, for instance, we use equipment such as
regenerative burners, de-coaters and metal circulation furnaces. This equipment helps us in saving fuel costs and
enable better recovery from scrap and dross generated on account of the melting process. We believe that we have
been able to develop an efficient, technology driven manufacturing process that has helped us to manufacture our
products in accordance with the requirements and specifications of our customers in a cost-effective manner. Also,
we have an inhouse R&D unit which has been recognized by the Department of Scientific and Industrial Research
(“DSIR”).
Additionally, we employ an extensive and stringent quality control mechanism at each stage of the manufacturing
as well as our recycling process including a multi-stage check of raw materials, chemical analysis of alloys,
microstructure analysis, among others, which are required to ensure that our finished product conforms with the
exact requirement of our customers and successfully passes all validations and quality checks. We also have a
dedicated development team of engineers along with a well-equipped laboratory. We have made 2 patent
registration application for improved processes and safety. By practicing such short interval controls, our
Company is able to trace defects during the early stages of the manufacturing process. We also believe that we
have a low defect rate in our products with there being minimal rejections on account of quality. For the Fiscals
2025, 2024 and 2023, our defect rate was 0.07%, 0.07% and 0.08% respectively.
We have strong process control along with robust IT systems with plug and play capabilities to ensure repeatability
and scalability. We have employed ERP, software for pricing and sourcing, AI powered supply chain
management, production process controls, automated MIS, machine score cards and a paperless shop floor. They
enable us to monitor and control cost of each and every product across all locations on a real time basis and
compare them against our target / budget estimates. We believe our technology access, robust IT system,
proprietary software and internal control systems, enable to be more scalable. We focus on continuous process
256optimisation to drive operational efficiency, reduce costs, and maintain consistent product quality across our
recycling and manufacturing operations.
Experienced and qualified management team with people focused culture
Our Company has experienced robust business growth under the vision, leadership and guidance of our Promoters
and experienced management team who have substantial experience in the field of projects, production,
marketing, HR, law, finance and taxation, among others. Mohan Agarwal, who is also our Chairman and
Managing Director, has over 31 years of experience in the aluminium alloys recycling industry.
We place strong emphasis on fostering a people-focused culture that supports workforce stability and operational
excellence. We have received the following accreditations to our name in recent past:
Year Particulars
2024 Recognised as the “Most Preferred Workplace for Women” for 2024-2025
Ranked 60th “Great Place To Work” in the mid-sized companies in India across sectors for the
2025 year 2025
2025 One of India’s Best WorkplacesTM in Auto and Auto Components for the year 2025
2025 Ranked among Top 50 India’s BestTM Workplaces for Millennials in the mid-sized companies
2025 Ranked among Top 25 India’s Best WorkplacesTM Building a Culture of Innovation by All
Further, we have a gender diversity ratio of approximately 41 (female): 59 (male) as on June 30, 2025. Our people-
focused approach is further demonstrated through our employee engagement and leadership development
programmes, which contribute to better retention rates and underscore our commitment to building a motivated
and stable workforce. By prioritising employee well-being and professional growth, we aim to strengthen our
organisational capabilities and support consistent performance across our operations.
Environment friendly business supported by green technologies and processes with focus on ESG
We have the 6th highest score as per S&P Global Corporate Sustainability Assessment (CSA) Score amongst the
companies in the aluminium industry scored by S&P Global (Source ICRA Report). We believe we have
contributed significantly to reducing carbon footprint, environmental degradation and challenges like resettlement
and rehabilitation by reducing the incidence of mining in the country. Climate change continues to be a pressing
concern for the industry as manufacturing of primary aluminium consumes significant natural resources, has large
energy demands and substantial carbon emissions. As per industry estimates, every one tonne of aluminium
manufactured through primary route, consumes 5-6 tonnes of bauxite, 1-1.5 tonne of limestone, 20-25 tons of
water, and approximately 14,000 Kwh of power. Recycling aluminium consumes only 5% of the energy required
for primary production, making it a key solution in lowering industrial emissions and a critical factor in meeting
global climate targets. The process also supports a circular economy by enabling infinite recyclability without
quality loss, thereby extending the material’s lifecycle and reducing landfill waste. Beyond environmental
benefits, aluminium recycling offers a cost-effective, low-capex pathway for industries to reduce their carbon
footprint, while simultaneously generating employment in the recycling and materials recovery sectors. As global
industries pivot toward sustainable sourcing and decarbonization, the strategic advantages of aluminium recycling
make it an indispensable component of the green transition. (Source: ICRA Report)
Aluminium is endlessly recyclable without any loss in quality, making it an ideal material for sustainable industrial
use (Source: ICRA Report). Due to better cost dynamics the share of secondary aluminium in aggregate aluminium
market in India rose to 40.80% as of Fiscal 2025 from 35.10% in Fiscal 2020 and is further expected to increase
to 44.9% in Fiscal 2030 (Source: ICRA Report). Furthermore, each tonne of aluminium ingot manufactured
through primary route emits approximately 3,830 kilogram of carbon dioxide compared with approximately 290
kilogram) of carbon dioxide for aluminium manufactured through scrap recycling. (Source: ICRA Report) The
process of primary aluminium production through refineries results in the generation of large quantities of solid
waste amounting to approximately 2-2.5 tonnes for 1 tonne aluminium produced hence effecting the environment,
unlike secondary aluminium where solid and liquid discharge is close to negligible. (Source: ICRA Report). We
have, based on our sales volume, saved 1.22 million MT of bauxite, 305,045.33 MT of limestone, 5.49 million
MT of water, 3,416.51 million kwh of energy, and 863.89 million MT of carbon dioxide emissions during the
Fiscal 2025.
We use modern pollution control equipment in our facilities like baghouses for controlling pollution and collecting
257dust and gases emitted by furnace and other equipment. In order to further optimise energy consumption in our
facilities, we use regenerative burners that help us to significantly reduce our oil and gas consumption to melt
metal in furnaces. We are using solar power in our Tatarpur, Vanod and Chennai units and will keep adding more.
Further, we have more than 212,000 carbon credits as on March 31, 2025.
Our Business Strategies
Diversification into Other Metals and Expanded Industry Base
As part of our long-term growth strategy, we are exploring opportunities to expand into other metal recycling
segments such as lithium-ion batteries, copper and lead, which are increasingly relevant given the rising adoption
of electric vehicles and the growing demand for energy storage solutions and critical minerals. This focus aligns
with supportive government frameworks such as the Battery Waste Management Rules 2022 and Extended
Producer Responsibility guidelines, which promote the organised recycling of battery waste (Source: ICRA
Report) In parallel, we continue to expand our industry base by diversifying our product and service portfolio to
serve multiple high-growth sectors beyond our core automotive market. In addition to building & construction,
we anticipate opportunities to supply aluminium and other recycled metals to packaging, aerospace, electronics
that are actively seeking lightweight and sustainable material solutions. This diversified industry approach enables
us to tap into a larger addressable market, reduce concentration risks, and position ourselves as an integrated
recycling solutions provider supporting India’s transition to a circular and low-carbon economy.
With decades of experience in the recycling sector, we believe that we have cultivated a deep understanding of
industry dynamics and emerging trends. Our operations are strengthened by a broad and diverse network of
suppliers and through the implementation of proprietary process controls, we maintain consistently high standards
of efficiency.
Green Aluminium Focus domestically and globally
The global recycled aluminium market reached a value of USD 91.6 billion and a volume of 34.3 million tons in
CY2024, registering a CAGR of 13.5% in value and 6.8% in volume between CY2020 and CY2024. The global
recycled aluminium market is being propelled by its strong alignment with global sustainability goals and carbon
reduction initiatives. Aluminium is endlessly recyclable without any loss in quality, making it an ideal material
for sustainable industrial use. (Source: ICRA Report)
Chart: Global Recycled Aluminium Market Forecast: Sales Volume (in Million Tons) and Sales Value (in
Billion USD)
60.0 160.0
141.3
133.3
140.0
50.0 125.4
117.7
109.5 120.0
101.5
40.0
90.2 88.3 91.6 100.0
73.3
30.0 80.0
55.3
60.0
20.0
40.0
10.0
20.0
26.4 27.9 29.3 32.4 34.3 37.2 39.4 41.6 43.7 45.8 48.0
0.0 0.0
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025 FCY2026 FCY2027 FCY2028 FCY2029 FCY2030 F
In Million Tons In Billion USD
Source: IMARC, ICRA Analytics
Similarly, the recycled aluminium market in India reached a value of USD 4.92 Billion and a volume of 2,164
258thousand Tons in FY25, representing a CAGR of 17.5% and 10.7%, respectively, during FY2020–FY2025.
Looking forward, the recycled aluminium market in India is expected to reach a value of USD 9.20 Billion and a
volume of 3,715 thousand Tons by FY2030, reflecting a CAGR of 13.0% and 11.2%, respectively, during
FY2026–FY2030. (Source: ICRA Report)
Chart: India: Recycled Aluminium Market: Sales Volume (in ‘000 Tons) and Sales Value (in Billion USD),
FY2020-FY2030F
4,000 10.00
9.2
9.00
3,500 8.2
7.3 8.00
3,000
6.4 7.00
6.1
2,500 5.6
6.00
4.9
2,000 4.2 4.3 5.00
4.00
1,500 3.0
3.00
2.2
1,000
2.00
500
1.00
1,299 1,401 1,692 1,812 1,921 2,164 2,427 2,712 3,019 3,352 3,715
- -
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026FFY2027FFY2028FFY2029FFY2030F
Market Volume (In '000 Tons) Market Value (In Billion US$)
Source: IMARC, ICRA Analytics
In India’s cost-sensitive manufacturing environment, recycled aluminium presents a more affordable option than
solid primary aluminium. By eliminating the energy-intensive extraction and refining stages, it significantly
lowers production costs. These savings are passed down the value chain to manufacturers and end consumers,
helping to maintain competitive pricing in sectors such as construction, automotive, and appliances. Typically,
recycled aluminium is cheaper than primary aluminium while being at par with primary metal in terms of quality
for the same alloy. Beyond energy and cost efficiency, aluminium recycling helps mitigate environmental damage
by eliminating the need for bauxite mining, which often causes deforestation and habitat loss. This direct-use
approach not only supports India's circular economy goals by reducing raw material dependency and carbon
emissions but also positions adopters to gain early-mover advantages, such as access to green incentives, lower
ESG risk scores, and stronger appeal to sustainability-focused buyers. (Source: ICRA Report) . As per the ICRA
Report, there is no difference in quality of recycled and primary metal for the same alloy. As a result, the share of
recycled aluminium as a percentage of overall aluminium demand is expected to steadily increase from 35.1% in
Fiscal 2020 to 40.8% in fiscal 2025 and is expected to increase further to 44.9% in Fiscal 2030. (Source: ICRA
Report) According to ICRA Report, going forward, the demand for recycled aluminium is expected to be driven
by an increase in production of automobiles, EVs, building & construction and packaging sectors. In addition, the
Government of India has recently taken a number of initiatives to promote aluminium recycling in India. Certain
of these initiatives are set forth hereunder:
• The Ministry of Environment, Forest and Climate Change (“MoEF&CC”), Government of India is in the
process of formulating the National Resource Efficiency Policy (“NREP”). This policy aims at efficient use
of natural resources and promoting recycling across all sectors, with aluminium as one of the priority sectors.
• The National Non-Ferrous Metals Scrap Recycling Framework 2020, published in March 2020 by the
Ministry of Mines, Government of India envisages a framework to address the challenges faced by the Indian
non-ferrous metal recycling industry, with a special focus on aluminium. The policy foresees the country
shifting towards a circular economy in the coming years for base metals, including aluminium.]
The *Hazardous and Other Wastes (Management and Transboundary Movement) Second Amendment Rules,
2592025* (notified on July 1, 2025, G.S.R. 438(E)) introduces Extended Producer Responsibility (EPR)
regulations for non-ferrous metals, including aluminium, effective from April 1, 2026. These rules mandate
producers, importers, and brand owners to register on a portal managed by the Central Pollution Control
Board (CPCB) and fulfil recycling targets, aiming for up to 75% recycling of non-ferrous metals by 2032-33.
The EPR certificate system fosters a market-driven approach, enabling recyclers to generate revenue by
supplying certified recycled aluminium, reducing reliance on imported scrap.
• the *Vision Document on Aluminium Metal for India 2025*’s sets goal of achieving a 56% End-of-Life
Recycling Rate by 2047. The document encourages investment in advanced recycling technologies and
infrastructure, boosting secondary aluminium production capacity, which is projected to require an additional
2 MT by FY30.
• BIS standards and CPCB oversight ensure high-quality recycled output, supporting applications in sectors
like packaging and transportation.
• GoI scrappage policy in relation to end of life vehicles will also incentivize end users to opt for scrapping of
their old vehicles which will improve the availability of aluminium scrap in domestic markets.
(Source: ICRA Report)
We are the leading non-ferrous metal recycler in terms of installed capacity as of March 31, 2025 and have the
highest market share in the Indian secondary aluminium market in terms of revenue from operations for the
FY2025 amongst the peer companies (Source: ICRA Report).We are expected to benefit from such increase in
demand as well as from any government schemes and initiatives in the sector.
Recycled aluminium production represents the fastest-growing segment within the industry, primarily due to its
considerably reduced carbon emissions—releasing only 0.3 metric tons of CO₂ per ton, in stark contrast to the 14
metric tons produced by primary aluminium manufacturing. Our green aluminium strategy also positions us to
respond proactively to evolving global climate policies, such as the EU’s Carbon Border Adjustment Mechanism
(“CBAM”), which places a price on certain greenhouse gas emissions associated with production and selected
imports, including aluminium (Source: ICRA Report)
By investing in green aluminium capacity and adopting best-in-class environmental practices, we aim to help our
customers reduce their cost and carbon footprint and comply with stricter carbon-related import requirements in
key export markets.
Expansion of supply of wrought alloys and partnership with primary players
Extruded aluminium formed 15.6% of India's total recycled aluminium market in 2024. It is widely used in the
building and construction (B&C) sector for producing window and door frames, curtain walls, and modular
structures. The growing emphasis on sustainable infrastructure, smart cities, and affordable housing has led to
increased demand for durable, corrosion-resistant extrusions. Further, in the automotive segment, with increasing
demand in battery electric vehicles (BEVs), the focus has shifted toward aluminium extrusions and sheets that
better support lightweight structures, battery enclosures, and safety-critical body parts and therefore, the
automotive extrusions wrought aluminium market is likely to grow with higher EV penetration. Recycled rolled
aluminium accounted for 27.5% of India's total secondary aluminium consumption in 2024. It is extensively used
in packaging, pharmaceutical foils, construction panels, cookware, and transportation. The growing demand for
lightweight and recyclable packaging—particularly in urban centres—has supported the growth of rolled
aluminium, especially in food and beverage applications. India's aluminium rolling capacity is expanding with
significant private and public investments in closed-loop recycling systems. Furthermore, increased demand from
solar panel frames and HVAC ducting applications is creating new avenues for rolled aluminium in the
construction and renewables sectors. (Source: ICRA Report)
Our next phase of growth will be driven by the expansion into wrought aluminium used for extrusions, sheets and
foils. Recycled wrought aluminium is poised for substantial growth, underpinned by its superior carbon efficiency,
lower cost and significant environmental advantages. While cast aluminium has been recycled globally for several
decades, advancements in scrap sorting technologies have now made it feasible to produce high purity wrought
aluminium (Source: ICRA report). In Fiscal 2025, the total recycled aluminium consumption was 2.16 million
MT in India. Of this, 1.01 million MT (46.7%) was from the cast alloy segment, 0.59 million MT (27.31%) was
260in rolled segment and 0.34 million MT (18.05%) was in extrusion segment. While we are currently present in the
cast alloy segment of the industry, our entry into the extrusion has expanded our serviceable market by a further
0.34 million MT and rolled alloy segments has expanded our serviceable market by further 0.59 million MT,
providing new growth opportunities. We believe that our existing expertise, experience and customer connecting
recycling will give us a strong edge. With our new plants in Tirupati and Odisha, we are now positioned to address
wide range of aluminium products within the recycling value chain.
We have commenced billet production for extrusions through our dedicated 40 KT per annum plant in Tirupati,
marking a significant step in expanding our product portfolio beyond our core automotive end-market. Further,
we have set up a 48KT per annum plant in Odisha, built for one of the major primary aluminium players, which
will produce liquid aluminium with the first phase already online in 2025 and the second phase expected in 2028.
This project is backed by a guaranteed cost-plus pricing model through a long-term contract, which provides
revenue visibility while supporting the decarbonisation goals of our customers. This also highlights a shift in the
aluminium industry where even the primary producers are looking at recycled metal for their growing metal
requirement. With these initiatives, we intend to increase the serviceable market size for our Company and
unlocking growth potential.
Leverage the focus on aluminium content in electric vehicles and the growing demand of aluminium in ICE
vehicles
The Indian government has introduced a range of impactful schemes and policies targeting key end-use sectors
such as automotive, infrastructure, and electric vehicles (EVs), all of which are major consumers of recycled
metals. According to ICRA Report, EV adoption in India over the next five years is likely to be driven majorly
by two-wheeler and three-wheeler vehicles, with EV penetration is expected to rise from under 1% today to 10–
15% by 2028, with an even sharper increase in the two-wheeler segment (~45–55% adoption). EVs have
significantly higher aluminium intensity ~ 3x as compared to ICE vehicles — due to the usage of lightweight
castings, body structure & panels and battery housings. This shift will be a major demand driver for secondary
aluminium, especially ADC12-grade alloys. Research shows that a 10% weight reduction can lead to an
improvement of up to 6–8% in EV range, making aluminium a key enabler for achieving vehicle performance and
efficiency targets in electric models.
PM E-DRIVE (Electric Drive Revolution in Innovative Vehicle Enhancement) Scheme: The PM E-DRIVE
(Electric Drive Revolution in Innovative Vehicle Enhancement) Scheme was launched by the Ministry of Heavy
Industries, Government of India, through Gazette notification S.O. 4259(E) on September 29, 2024, and is being
implemented from October 1, 2024, to March 31, 2026. Subsuming the earlier EMPS-2024 benefits for the April–
September 2024 period, the effective duration of the scheme spans two years. With an overall outlay of INR10,900
crore, PM E-DRIVE aims to accelerate the adoption of electric vehicles across various categories, including e-
two-wheelers, e-three-wheelers, e-buses, e-ambulances, and electric trucks, with a strong emphasis on commercial
and public transport application (Source: ICRA Report).
Further, the Indian passenger vehicle market is shifting towards SUVs and premium sedans, driven by rising
incomes, aspirational buying, and better roads. SUVs are especially popular for their ground clearance, space, and
road presence. As these vehicles use more aluminium—up to 85 kg per unit versus 25–50 kg in hatchbacks—this
trend is set to significantly boost aluminium demand in the auto sector. Emissions and fuel-efficiency norms like
CAFE are pushing automakers to adopt lightweight materials. This trend could increase aluminium content by
10–15% per vehicle across all fuel types, including hybrids and ICE vehicles. Additionally, The Indian
government’s strong thrust on recycling and Extended Producer Responsibility (EPR) norms is boosting demand
for recycled aluminium, as automakers increasingly seek low-carbon, sustainable inputs. (Source: ICRA)
As the largest metal recycler in the domestic aluminium recycling industry and owing to our long standing
relationships with our OEM and Tier 1 customers, we believe we are poised to be a significant natural beneficiary
from the growth of the Indian auto industry, the increased aluminium intensity of vehicles, the localisation of auto
components, and the rising demand for secondary aluminium driven by enhanced recycling content due to EPR
norms. To capitalise on the opportunity, we are in the process of increasing our existing capacities and setting up
a new facility.
Continue to invest in higher technological capabilities in order to capitalize on future trends
We are committed to expanding our technological capabilities in order to capture future growth trends. We
incurred an aggregate expenditure of ₹ 2,398.57 million, ₹ 1,439.62 million and ₹ 1,205.66 million during Fiscals
2612025, 2024 and 2023, respectively, towards enhancing our property, plant and equipment, based on the Restated
Financial Information. Going forward, we intend to continue making investments in capacity expansions and
modernization of our equipment and facilities.
We also seek to expand our capabilities in a cost-efficient manner, by actively pursuing joint venture opportunities
and strategic alliances with entities that are complementary to our business. For instance, absorbed the technology
necessary for the manufacture of ‘green’ aluminium billets, through a strategic alliance with global players who
possess this technology. Aluminium alloys are cast in billets to make automotive, aerospace parts and also for
other applications such as packaging, construction, electrical and electronics. We are focused on using information
technology to establish a standardized platform across our business units for our processes, hardware and software
infrastructure and workforce. We have internally developed, proprietary MIS and process control systems. We
focus on technological improvements which provide us with a competitive advantage with respect to building an
organization with fully integrated operations.
Offering quality products at competitive prices is a key aspect of maintaining and expanding our relationships
with our customers. To this end, we have adopted a number of initiatives designed to improve our operational
efficiency. We, as one of our primary business strategies, also intend to continue improving cost efficiency through
kaizens, low-cost automation, energy conservation initiatives, rationalizing manpower requirements and total
preventive maintenance initiative across all of our manufacturing facilities to improve our operational efficiency
Our business excellence team is also actively involved in introducing various process improvements on shop floor
through short interval controls and other initiatives.. These efforts, we believe, have improved our quality, reduced
cost and increased profitability. We have bought 4.5 acres of land in SIPCOT Industrial Park, Shoolagiri (Future
Mobility Park) to cater to automotive demand in this area.
Our operations
Our Products
We are currently engaged in manufacturing primary aluminium alloys, in solid ingot and liquid forms as well as
zinc alloy ingots, aluminium billets and segregated furnace ready scrap of stainless steel, copper, brass, zinc, lead
and magnesium. Aluminium alloys industry is an important part of non-ferrous cast metal industry as it
encompasses a combination of aluminium and other alloying elements. Aluminium alloys vary depending upon
their chemical composition]. Some of the aluminium alloys manufactured by our Company based on various
standards are LM6, LM 4, HS-1, DAA1, ADC12, ADC6, 6063, 6061, 6082, 3105 among others.
Our Company produces aluminium billets that cater to both automotive and non-automotive sectors. These billets,
made from recycled aluminium, are critical raw materials used in extrusion processes to create profiles for various
applications. Our billets are manufactured to meet stringent industry standards, ensuring excellent mechanical
properties, formability, and corrosion resistance.
In addition to aluminium alloys, our Company also manufactures zinc alloy ingots, specifically, Z3 and Z5, a
combination prepared by adding metals such as aluminium and zinc.
We recycle used beverage cans scrap for fulfilling new metal requirements of primary producers. Due to the large
economic environmental and social advantages of recycling and the disadvantages of mining, primary producers
across the world are shifting to develop new sources of recycled metal. We believe that our Company is very
advantageously placed to service this new and growing requirement.
We are able to obtain maximum value when the metals are segregated to an extent where they become ‘furnace
ready’ and can be used directly for their foundry units.
Images of some of our products
S. No. Product Image
2621 Aluminium ingots
2 Liquid Metal
3 Aluminium billets
4 Copper scrap
2635 Brass scrap
6 Magnesium scrap
Our Manufacturing Process
Set forth below is a brief description of the process carried out in all our manufacturing facilities:
264Our Manufacturing Facilities
We presently operate through our 13 facilities in most of the key auto clusters in north, west and south India. As
on date, three of our facilities are situated at Tatarpur, Manesar and Bawal, in the state of Haryana, two facilities
situated at Vanod and one facility situated at Halol, in the state of Gujarat, one facility in Pune in the state of
Maharashtra, one facility situated each at Chennai and Vallam in the state of Tamil Nadu and one facility situated
each at Haridwar, Bhiwadi, Sambalpur and Tirupati, in the states of Uttarakhand, Rajasthan, Odisha and Andhra
Pradesh, respectively.
265
PR O CESS FLO W D IA GR A M - R A W M A TER IA L TO D ISPA TCH
R a w M a te ria l R e ce iv in g & U n -lo a d in g10
Check the quality, w eight,and recovery rate to be based on our rule.
S cra p (M echanical and hand sorting of scrap)20
S o rtin g
S to ra g e
D ro ss R e m o v in g150
(Rem ove the dross from ladle)B
a tch P re p a ra tio n30
B atch sheet : C alculate the quantity
and kind on m aterials to m eet
w ith spec.40
C h a rg in gRaw
m aterial charged by Auto charger.
160 In clu sio n ch e ck ( K -m o ld )M
e ltin g b y m e ltin g F u rn a ce N O T O K P ick the sam ple from ladle 50
O K
P ro ce ss th e d ro ss, W e ig h in g la d le17060
Iro n R e m o v a l ( ladle m ove from degassing station for w eighm ent )R
em ove the dross w hile using F lux.(rem
ove dross from furnace to m elt
rest of m aterial fast)
A d ju st th e ch e m ica l L o a d la d le o n tru ck18070
co m p o sitio n . (Ladle load on the vehicle )(M
elt additive w hich are out of
custom er spec.)C
h e ck th e ch e m ica l
co m p o sitio n b y S P E C T R O .
S a m p le O KSam ple Not O K
T ra n sfe r m o lte n to H o ld in g
90 F u rn a ce S h ip p in g190
P re h e a t la d le100
W e ig h in g la d le ta re200
P o u r m o lte n to th e la d le110
D e g a ssin g
C heck the G as content by
120
V acuum sam ple(Inject
N itrogen and rem ove excess
g as)
F in a l ch e ck in g o f th e ch e m ica l 130
co m p o sitio n b y S P E C T R OP
ick the buttom sam ple after degassing
V a cu u m T e st
140
V a cu u m T e st O K
V a ccu m T e st N o t O K
FLO W CHART SYM BO LS [ CO M BINATIO NS O F SYM BO LS CAN BE USED TO SHO W M ULTIPLE O PERATIO N PRO CESSES ]
PRO CESSING QUANTITY INSPECTION CROSSING LINES W ITH NO INTERSECTION
TRANSFER Q UALITY INSPECTIO N MULTIPLE OPERATION -- MAINLY PROCESSING PLUS QUALITY CHECK
MULTIPLE OPERATION -- MAINLY QUALITY CHECK PLUS COUNTINGSTO
RAGE PRO CESS FLO W
OPERATION ZONEOur total manufacturing capacity as on June 30, 2025 was 461,000 MTPA aluminium alloys, 8,400 MTPA zinc
alloys and 136,450 MTPA for other metals, totalling to 605,850 MTPA of overall capacity.
Set forth below are details of the installed capacity available for Fiscals 2023, 2024 and 2025 and the utilized
capacity, during Fiscals 2023, 2024 and 2025 respectively at the manufacturing facilities of the Company (which
include the capacity of the erstwhile entities merged with the Company).
Installed
capacity
Installed Capacity available for (MT) Capacity Utilization for (%)
as at
Facility Type of Facility (MTPA)
Fiscal 30th June Fiscal Fiscal Fiscal
Fiscal 2023 Fiscal 2024
2025 2025 2023 2024 2025
45,000.00 45,000.00 45,000.00
Aluminium alloys 45,000.00
66.11 64.99 73.52
Tatarpur 5,000.00 5,000.00 5,000.00
Zinc Alloy 5,000.00
Unit 78.96 68.00 70.89
80,650.00 80,650.00 80,650.00
Other metals 80,650.00
73.82 66.44 62.67
36,000.00 36,000.00 36,000.00
Aluminium alloys 36,000.00
59.25 64.03 69.56
Haridwar 1,200.00 1,200.00 1,200.00
Zinc Alloy 1,200.00
Unit 19.95 27.82 24.69
5,850.00 5,850.00 5,850.00
Other metals 5,850.00
57.27 46.60 65.84
Bhiwadi 18,000.00 18,000.00 18,000.00
Aluminium alloys 18,000.00
Unit 58.43 80.90 41.65
Manesar 30,000.00 30,000.00 30,000.00
Aluminium alloys 30,000.00
Unit 50.46 56.03 61.64
24,000.00 30,000.00 30,000.00
Aluminium alloys 30,000.00
Halol 57.10 68.85 56.55
Unit 2,200.00 2,200.00 2,200.00
Zinc Alloy 2,200.00
57.65 73.97 91.67
50,000.00 50,000.00 50,000.00
Aluminium alloys 50,000.00
Bawal 61.99 57.69 74.41
Unit 6,250.00 6,250.00 6,250.00
Other metals 6,250.00
82.02 70.43 73.84
48,000.00 48,000.00 48,000.00
Aluminium alloys 48,000.00
Vanod 64.05 76.29 73.62
Unit 1 1,500.00 1,500.00 1,500.00
Other metals 1,500.00
62.27 39.33 20.98
Vanod 14,500.00 14,500.00 14,500.00
Other metals 14,500.00
Unit 2 49.31 65.95 55.15
42,000.00 48,000.00 48,000.00
Aluminium alloys 48,000.00
Chennai 74.16 70.96 73.34
Unit 14,500.00 14,500.00 14,500.00
Other metals 14,500.00
71.38 77.22 73.03
Vallam 36,000.00 36,000.00 36,000.00
Aluminium alloys 36,000.00
Unit 44.51 64.93 73.81
- 1,800.00 22,000.00
Aluminium alloys 40,000.00
Tirupati - 2.81 45.35
Unit - 3,300.00
Other metals 6,000.00
- - - 43.77
- 4,000.00
Aluminium alloys 48,000.00 -
Odisha -
Unit - -
Other metals 7,200
-
Pune 19,000.00
Aluminium alloys 32,000.00 40.04
Unit
Total 460,650.00 474,450.00 520,950.00 605,850.00 63.23 66.33 64.92
266As certified by Deepanshu Tyagi, Independent Chartered Engineer by certificate dated August 29, 2025.
Summary of above
Installed
Installed Capacity available for (MT) capacity as Capacity Utilization for (%)
at (MTPA)
Particulars
30th June
Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2023 Fiscal 2024 Fiscal 2025
2025
Aluminium
4,61,000.00 60.59 66.30 65.54
Alloy 3,29,000.00 3,42,800.00 3,86,000.00
Zinc Alloy 8,400.00 8,400.00 64.95 63.83 69.73
8,400.00 8,400.00
Other Metals 1,36,450.00 70.14 66.58 62.71
1,23,250.00 1,23,250.00 1,26,550.00
Total 6,05,850.00 63.23 66.33 64.92
4,60,650.00 4,74,450.00 5,20,950.00
As certified by Deepanshu Tyagi, Independent Chartered Engineer by certificate dated August 29, 2025.
Notes
(1) Installed capacity has been computed on a pro-rata basis, reflecting the capacity available at each manufacturing facility during the
fiscal year. Full-year capacities have not been considered for:
a) The Odisha unit, which became operational in March 2025;
b) The Pune facility, which became operational in August 2024; and
c) The Tirupati unit, which became operational in March 2024, with additional capacity commissioned in March 2025 pursuant
to installation of a new furnace
(2) Installed capacity has been calculated assuming 330 operational days, working 24 hours a day. It is assumed that the equipment is in
good working condition and operated under standard rated conditions. No independent performance testing has been carried out, and
no allowance has been made for operational losses, downtime, or maintenance. Installed capacity has been assessed based on the
manufacturer’s manuals and technical specifications of the equipment.
(3) Installed capacity details also take into account the capacities of erstwhile entities that were merged with the Company
Details of our operating manufacturing facilities
1. Tatarpur Unit
Tatarpur Unit commenced operations in the year 2006 with state of the art plant imported from Italy.
2. Haridwar Unit
The Haridwar Unit commenced operations in the year 2008. It Is our first side by side liquid metal plant for
servicing the requirements of Rockman Industries Limited. We also sell over the road liquid metal from this plant,
among others
3. Bhiwadi Unit
The Bhiwadi Unit commenced operations in the year 2011, as a side-by-side facility for liquid metal supplies to
Sunbeam Lightweighing Solutions.
Other key customers associated with this facility are Honda Cars India Limited, among others.
4. Manesar Unit
The Manesar Unit was set up in the year 2013 for over the road liquid metal supplies.
The key customer associated with this facility is one of India’s leading passenger vehicle manufacturing
companies, among others.
2675. Halol Unit
The Halol Unit was setup in the year 2019.
The key customers associated with this facility is Sunbeam Lightweighting Solutions Private Limited, Rockman
Industries, Endurance among others.
6. Bawal Unit
The Bawal Unit commenced operations in the year 2013 pursuant to a joint venture with Nikkei for over the road
liquid metal supplies. We are servicing many large customers from this facility.
7. Chennai Unit
The Chennai Unit commenced operations in the year 2014 pursuant to a joint venture with Toyota Tsusho.This
facility caters to the automotive market in south India. Some of the key include Toyota Industries Engine India
Private Limited, Jaya Hind Industries Limited, among others.
8. Vallam Unit
The Vallam Unit commenced operations in the year 2019 as 2nd plant under JV with Toyota Tsusho for over the
road liquid metal supplies.
Some of the key customers of this facility are India Yamaha Motor Private Limited, among others.
9. Vanod Unit I
The Vanod Unit I commenced operations in the year 2018 as 2nd plant under JV with Nikkei for over the road
liquid metal supplies.
10. Vanod Unit II
This facility at Vanod, Gujarat commenced operations from January 2022 for processing and segregating metal
scrap using advanced technology to improve quality and reduce cost. It supplies mainly to Vanod Unit I and Halol
unit...
11. Tirupati Unit
Our facility in Tirupati, commenced operations from February, 2024. This facility is engaged in manufacturing of
aluminium billets from post-consumer scrap.
12. Odisha Unit
Our facility in Sambalpur, Odisha commenced operations from June 2025. This facility is dedicated to job work
operations of used beverage cans recycling for a major primary player fulfilling part of their new metal
requirement.
13. Pune Unit
Our facility in Pune, Maharashtra commenced operation in March 2024. We have a minority stake of 26% in this
facility, with the remaining owned by the Enkei Wheels (India) Limited (7%) (customer), Enkei Corporation (7%)
and Nikkei MC Aluminium (60%). This facility specialises in producing high grade alloys used for aluminium
wheels.
Images of some of our facilities are below:
268S. No. Facility Image
1 Haridwar Unit
2 Halol Unit
3 Chennai Unit
4 Vallam Unit
269S. No. Facility Image
5 Vanod Unit I
6 Vanod Unit II
7 Tirupati Unit
8 Odisha Unit
Our Equipment
We use various technologies for manufacturing and supplying aluminium alloy ingots and liquid aluminium alloys
270including a regenerative burner, baghouse, pump furnace and de-coater, heavy media separation system, induction
based sorting system, color sorting system, eddy current separator, gravimetric separation, XRT, LIBS, shredder,
specially designed ladles and auto chargers as well as our patented liquid metal delivery technology which we
believe provide us a cost competitive advantage among our competitors.
XRT
XRT sorting technology revolutionizes aluminium recycling by using X-ray transmission to detect and separate
materials based on atomic density. It efficiently identifies aluminium alloys, removing contaminants and sorting
scrap into high-purity fractions.
LIBS
Laser-Induced Breakdown Spectroscopy (LIBS) sorting technology enhances aluminium recycling by analyzing
material composition through laser-induced plasma. It rapidly identifies aluminium alloys and impurities, enabling
precise sorting of scrap into high-purity streams.
Wagstaff AirSlip Billet Casting Technology
Wagstaff's AirSlip® technology is a direct chill (DC) billet casting process that produces high-quality aluminum
billets with superior surface finish and uniform internal structure. It achieves this by using an optimized mold,
individual water jets, and a unique air cushion to minimize heat transfer through the mold, thereby shifting the
majority of heat extraction to a faster, more effective secondary water quench. This results in a thin shell zone
leading to higher yield than the traditional hot top casting technology.
Regenerative burner
Regenerative burner helps us to achieve combustion efficiency, reduced fuel consumption, increased production
from existing facilities and reduced emission of carbon dioxide and carbon monoxide into the environment. It
works on the principle of waste heat recovery, and accordingly is energy efficient.
Baghouse
A baghouse is an air pollution control device that removes particulates out of air or gas released from our furnaces.
Baghouse helps in collecting dust and gas emitted by our furnaces and other equipment.
Pump furnace and de-coater
Pump furnace is a continuously operating furnace. Continuous circulation of metal by creating vortex helps in
dissolution and adequate mixing of scraps. De-coater helps in drying the wet material by pre-heating thereby
eradicating splashing and consequently eliminating chances of accident. De-coater also removes coatings of oil
and/or paints from the surface of scrap, thereby ensuring lower melt loss and higher recovery.
Heavy media separation system
The heavy medium separation (“HMS”), also known within the field of the scrap treatment as Flotation, is a
process used to separate materials that have a different specific weight. To obtain this kind of separation, the
material to be separated is immersed into a ‘bath’ of a fluid of the proper density, in which the light components
float, while heavy components sink.
Induction sorting system
The induction sorting system is utilised for recovering residual metals from a mix of materials. It is especially
suitable for stainless steels and composite materials such as cables or circuit boards. It has been deployed with a
focus on recovering stainless steel metal concentrates from zurik.
Colour sorting system
This system is designed to recognize and separate materials based on their colour characteristics and mineral
fingerprint checked against the near-infrared (“NIR”) wavelength spectrum.
271Eddy current separator
Eddy current separator is a machine which uses high frequency, high power rotating magnets to separate metals
from non-metals. Materials below a particular size are processed in the eddy current separator which enables
separation of metallic substances from the non-metallic impurities.
Gravimetric separation
Integrated washing machines use difference in bulk density of scrap to segregate mixed metal scrap with force of
water. Along with separation, it also helps by washing impurities from metal scrap such as dust, so as to ensure
clean scrap gets charged in the furnace. The materials segregated are then transferred to separate conveyors, where
the lady sorters manually hand pick the various metals.
Shredder
Shredder is imported equipment used for shredding of radiators and other metal scraps which assists in removal
of impurities such as iron and dust from the scrap.
Auto chargers
Auto chargers are equipment used for feeding aluminium scrap into the furnaces. It uses hydraulics to push the
material into the furnace.
Ladles
Ladles are equipment used to carry liquid aluminium, preventing loss of temperature during transit. They are lined
with special refractory materials to prevent loss of temperature and to ensure non-sticking to molten aluminium.
Raw Materials and Suppliers
The essential raw material used by our manufacturing facilities is aluminium based metal scrap. Our Company
has the capability to procure and process a variety of aluminium based scrap such as zorba, zurik, taint tabor,
tense, troma, tally, among others. A brief description of some of these forms of scrap is set forth hereunder.
Zorba - Zorba consists of various metallic substances such as aluminium, copper, lead, magnesium, brass, stainless
steel, nickel, tin and zinc in solid form. This material is generated by eddy current, air separation, flotation,
screening, other segregation technique(s), or a combination thereof.
Zurik - Zurik is made up of a combination of the non-ferrous metals: stainless steel, insulated copper wire,
aluminium, copper, lead, magnesium, nickel, tin, and zinc, in elemental or alloyed (solid) form.
Taint Tabor - This is a kind of scrap which consists of clean old aluminium sheet of two or more alloys, free of
foil, venetian blinds, castings, hair wire, screen wire and other non-metallic items. Our Company imports taint
tabor primarily from Europe and the United States.
Tense - Tense consists of clean aluminium castings which may contain auto and airplane castings but no ingots.
Tense imported by us is free of brass, copper and other metals. Our Company imports tense from Europe, Africa,
Middle East and the United Kingdom.
Troma - Troma consists of clean, single-piece, un-plated aluminium wheels of a single specified alloy, free of all
inserts, steel, wheel weights, valve stems, tires, grease and oil. Our Company imports troma primarily from
Europe.
Tally - Tally consists of clean aluminium radiators and condensers. The contaminants including iron, plastic, and
foam do not constitute more than one percent.
Over the last three Fiscals, we have sourced raw materials from more than 73 countries.
In order to ensure standards of quality, adherence to delivery schedules, and fulfilment of contractual obligations,
272we follow a thorough vendor evaluation, selection, and quality control process while choosing our suppliers. Our
vendor selection process involves five-steps commencing from our Company personnel’s visiting scrap yards,
inspecting the raw material scrap, sharing details of the prospective vendor with the existing vendors of the
Company for background and reliability check, conducting an in-house check on the raw material and on boarding
the vendor basis results of the internal quality check and mutual agreement on pricing terms.
The table below sets forth our cost of raw materials and traded goods sourced from our top three suppliers, top
five suppliers and top ten suppliers for the relevant Fiscals:
Suppliers Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in million % of total raw ₹ in million % of total raw ₹ in million % of total raw
materials and materials and materials and
traded goods traded goods traded goods
purchased purchased purchased
Top 3 suppliers 12,393.62 20.37% 13,582.24 25.59% 11,442.21 22.38%
Top 5 suppliers 17,245.96 28.36% 17,831.34 33.59% 15,377.74 30.08%
Top 10 23,839.33 39.20% 25,102.25 47.29% 22,093.51 43.22%
suppliers
Customers
Our customers in the aluminium recycling segment in India are predominantly automotive OEMs and Tier 1
companies, including some of India’s well-known OEMs. We rely on purchase orders with our customers and the
pricing is usually fixed monthly or quarterly. The purchase orders specify prices and quantities for the products.
However, the delivery of the products ordered is based on delivery schedules which are shared by the customers
from time to time. These purchase orders are typically subject to conditions such as ensuring that all products
delivered to the customers have been inspected and are built to customers’ specifications and that orders are
fulfilled according to predetermined delivery schedules. To that end, we also include pre-dispatch inspection
reports with our deliveries. The table below sets forth details of revenues generated from our top three customers,
top five customers and our top ten customers for the periods indicated:
Customers Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in % of total ₹ in million % of total ₹ in % of total
million revenue from revenue million revenue
operations from from
operations operations
Top 3 customers 15,311.13 22.98% 14,141.61 23.75% 12,715.91 21.67%
Top 5 customers 23,331.09 35.01% 20,616.70 34.63% 18,633.73 31.75%
Top 10 35,182.55 52.78% 30,490.92 51.20% 28,194.68 48.05%
customers
Our Sales and Marketing Operations
We have a strong sales and marketing team consisting of 64 employees (on a consolidated basis), as of June 30,
2025, who work as key account managers and focus on customer development and maintaining customer
relationships. Under the leadership of our Chairman and Managing Director, Mohan Agarwal, this team is also
responsible for the marketing of our products, negotiating prices, procuring repeat orders and ensuring timely
dispatch and deliveries.
Quality Control and Services
In the sectors that we cater to, adherence to quality standards is a critical factor as any defects in any of the products
manufactured by our Company or failure to comply with the specifications of our customers may lead to
cancellation of the purchase order placed by our customers. In order to maintain the quality standards and comply
with the design specifications provided by our customers and to ensure that our products successfully pass all
validations and quality checks, we employ an extensive and stringent quality control mechanism at each stage of
the manufacturing process including a multi-stage check of raw materials, chemical analysis of alloys,
microstructure analysis, and spectrometer analysis. At each stage of the manufacturing process, the products are
checked by the operators to ensure there is no defect from the previous stage operator. Separately, our
manufacturing facilities and manufacturing processes are regularly inspected by representatives of our customers.
We also have a separate team of 42 employees (on a consolidated basis), as of June 30, 2025, which are responsible
for quality assurance both in the manufacturing facilities, plant and machineries, and in the manufacturing
273processes.
Our facilities employ an extensive and stringent quality control mechanism at each stage of the recycling process
to ensure that our finished product conforms to the exact requirement of our customers. As on the date of this
Draft Red Herring Prospectus, our manufacturing facilities have received the following accreditations:
Facility Accreditation Date of Accreditation
Tatarpur Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive November 11, 2024
sector
Corporate ISO/IEC 27001:2022 -Information Security Management System (ISMS) April 18, 2025
Office Certification
Haridwar Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive October 25, 2024
sector
Bhiwadi Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive October 22, 2024
sector
Manesar Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive October 24, 2024
sector
Halol Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive March 12, 2025
sector
Bawal Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive November 3, 2024
sector
Chennai Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive April 24, 2024
sector
Vallam Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive March 15, 2023
sector
Vanod Unit I ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
IATF 16949:2016 for quality management systems in the automotive September 23, 2022
sector
Vanod Unit II ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
Tirupati Unit ISO 14001:2015 for environmental management systems March 31, 2025
ISO 45001:2018 for occupational health and safety management systems March 31, 2025
ISO 9001:2015 for Quality Management Systems May 12, 2025
IATF 16949:2016 for quality management systems in the automotive May 12, 2025
sector
Pune Unit ISO 9001:2015 for Quality Management System February 02, 2025
Intellectual Property
Trademarks
Details of our trademarks are set out below:
274Sr. Application Trademark Class Date of registration / Status Validity
No. Number application / renewal
application
1 5969828 40 June 07, 2023 Registered June 07,
2033
2 5978502 6 June 14, 2023 Objected -
3 1630315 6 December 12, 2007 Registered December
12, 2027
Patents
We have two patents granted over (i) an intelligent ladle transport safety monitoring system and method, and (ii)
a process for electric degassing of molten aluminum.
Further, our Company has filed applications for receiving a patent over: (i) a system for casting mold buffing and
method thereof; and (ii) system and method for monitoring molten metal level in furnace reservoir, under the
provisions of the Patents Act, 1970. For these processes our Company has filed a patent applications dated April
18, 2024 and June 03, 2024, respectively which are pending.
Designs
Our Company has two (2) registered designs under classes 15-05 and 08-08 for which it has a valid registration
certificate from the Controller General of Patents, Designs and Trades, the Patent Office, Government of India.
Copyrights
Our Company has made applications for registration of copyright, as set out below:
Diary Number Class of work Title of work Status
SW-33891/2025-CO Computer Software CMR CRM - Automated Sales & Dispatch Waiting
Application
SW-33964/2025-CO Computer Software CMR IMPACT - Import Pricing and Costing Waiting
tool
SW-33959/2025-CO Computer Software CMR ScrapFlow AI - Precise AI-based Waiting
Delivery Predictions
SW-33955/2025-CO Computer Software CMR PlantPluse - Real-time Dashboard to Waiting
Monitor Plant Parameters
SW-33951/2025-CO Computer Software CMR StockSense - For Managing Inventories Waiting
Across Locations
SW-33962/2025-CO Computer Software CMR SMARTScale - Advance Application for Waiting
Error Free Liquid Metal Weighment
SW-33954/2025-CO Computer Software CMR SAHAJ - People Productivity Waiting
Measurement Tool
SW-33966/2025-CO Computer Software CMR SNAP - Platform for Real-time Waiting
Monitoring and Analysis of Plant Performance
Parameters
Also see, “Risk Factors – We might infringe upon the intellectual property rights of others, which could harm
our competitive position.” on page 84.
Health, Safety and Environment
We aim to comply with applicable health and safety regulations and other requirements in our business operations.
275We have implemented work safety measures to ensure a safe working environment, such measures include general
guidelines for health and safety at our offices and manufacturing facilities, accident reporting, wearing safety
equipment and maintaining clean and orderly work locations.
Our Company is also committed to maintaining its performance on environmental indicators. Recycling
aluminium has many environmental advantages over the production of aluminium afresh. We use baghouses and
regenerative burners in our plants for controlling pollution and collecting dust and gases emitted by furnace and
other equipment. In addition, our Company adheres to high standards for environmental protection. For instance,
one of our manufacturing facilities has been accredited by the UNFCCC as being an environmentally clean plant,
eligible for carbon credits.
Human Resource and Employee Training
As on June 30, 2025, we have 760 permanent employees and 3,796 contractual workmen, on a consolidated basis.
We undertake selective and need-based recruitment every year to maintain the size of our workforce, which may
otherwise decline as a result of attrition and the retirement of employees. The following table provides information
about our permanent employees, as of June 30, 2025:
Department Headcount
Maintenance 83
Quality 42
Finance & Taxation 40
Production & Operations 172
ERP & IT Department 31
Sales & Marketing 64
Project 26
HR & Admin 56
Purchase & Commercial 51
Security 186
Secretarial 3
Management 6
Total 760
None of our employees are in a union and we have not had any material disputes with our employees in the past.
As such we consider our relations with our employees to be amicable. We are committed to the development of
the expertise and know-how of our employees through technical seminars and training sessions organized or
sponsored by the Company. Our personnel policies are aimed towards recruiting the talent that we need,
facilitating the integration of our employees into the Company and encouraging the development of skills in order
to support our performance and the growth of our operations. The following table sets forth the details regarding
rate of attrition of our employees for the periods/years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Attrition Rate 17.32% 18.68% 21.22%
Notes
• Employee Attrition ratio = Number of permanent employees left during the year / (Number of permanent employees at
the beginning of the year + Number of permanent employees at the end of the year)/2
• Number of permanent employees at the end of the year excludes staff trainees and interns
Insurance
We maintain insurance policies for our manufacturing facilities, including our buildings, plants, machinery,
furniture, fixtures and fittings. We maintain various policies such as the marine sales turnover insurance policy
covering movement of goods, business suraksha classik insurance policy covering breakdown of mechanical
appliances and electronic equipment, material damage such as fire, burglary and housebreaking, among others,
commercial general liability insurance policy, signature management liability policy, contractor plant and
machinery insurance policy, and credit insurance policy, among others.
However, our insurance policies may not be able to cover all of our losses 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. Also, see “Risk Factors – Our insurance coverage may not adequately protect us against all material
hazards.” on page 79.
276Corporate Social Responsibility
CMR’s CSR initiatives are well-monitored and certified for impact effectiveness. Our Corporate Social
Responsibility Committee has adopted a CSR policy with a focus on hunger and poverty eradication, on
malnutrition and health, on education, and on rural development projects.
CMR’s CSR initiatives are well-monitored and certified for impact effectiveness. As per a study done by CII
Centre of Excellence for Sustainable Development in 2024, we had cumulatively impacted 30,000 beneficiaries.
We seek to integrate our business values with our operations so we may undertake our business activities in an
ethical and transparent manner. Further, we seek to improve our fulfilment of social responsibilities and enhance
our economic practices in an attempt to create a positive impact on the society. Our Corporate Social
Responsibility Committee has adopted a CSR policy with a focus on hunger and poverty eradication, on
malnutrition and health, on education, and on rural development projects. The table below sets out our corporate
social responsibility expense during Fiscal 2025, Fiscal 2024 and 2023:
Particulars Financial Year Financial Year Financial Year
2025 2024 2023
Corporate Social Responsibility Expense (in 9.49 45.19 41.71
₹ million)
As a percentage of Total Income (in %) 0.01% 0.08% 0.07%
Property
Our Registered and Corporate Office is located at 7th Floor, Tower 2, L & T Business Park, 12/4 Delhi, Mathura
Road Faridabad, Faridabad, Faridabad, Haryana- 121003, India and is leased by us, and such lease is valid for a
period of 9 years from March 1, 2023 to February 29, 2032.
Further, we operate our manufacturing facilities on parcels of lands that are held by us on a leasehold basis as well
as freehold basis certain particulars in relation to which, have been set forth hereunder:
S. Manufacturing Address Owned / Date of Lease Tenure Whether
No. Facility Leased Deed / Sale the lessor is
Deed a related
party (Yes/
No) and
whether
part of
Promoter/
Promoter
Group
1. Tatarpur Unit 76 Kanal, 12 Marla at Owned August 9, – No
Village Tatarpur, District basis 2005
Palwal, Haryana
2. Haridwar Unit 3/P-2, Sector 10, Leased May 5, 2007 Valid for a No
Industrial I.I.E. Ranipur basis period of 90
Haridawar - 249403 years
3. Bhiwadi Unit SP -1D, RIICO Industrial Sub- September 01, August 31, No
Area, Tapukara, Bhiwadi, Leased 2024 2026
Alwar, Rajasthan basis
4. Manesar Unit Plot no. 182 situated at Leased April 27, 2023 March 20, No
Sector 5, IMT Manesar, basis 2028
Gurgaon
5. Halol Unit Survey No. 45/5/Paiki Owned August 25, – No
1/Paiki 1 (Old Survey No. basis 2021
45/5), A/c.# 353, Village
Kambola, Taluka: Savli,
Vadodara, Gujarat
6. Bawal Unit Plot no. 65, sector 15, Owned October 10, – No
phase II in Industrial basis 2013
Estate IMT, Bawal,
Rewari – 123501,
Haryana
2777. Chennai Unit Plot no. A4 & A5 - Leased December 27, Valid for a No
SIPCOT's Industrial Park, basis 2012 period of 99
Pillaipakkam, years
Sriperumpudur,
Chengalpattu, Chennai
8. Vallam Unit Plot no. G-108/2 Leased March 26, Valid for a No
SIPCOT's Industrial Park basis 2018 period of 99
at Vallam Vadagal, years
Chennai
9. Vanod Unit I Survey No. 470 & 471, Owned August 26, – No
Vanod, Taluka: Dasada basis 2021
and District:
Surendranagar, Taluka
Dasada, Surendranagar,
Gujarat
10. Vanod Unit II Survey no. 466 & 467, Owned July 30, 2021 – No
Vanod village, Taluka basis & October 15,
Dasada, Surendranagar 2020
11. Tirupati Unit Sy.No:429-434, Plot Leased April 7, 2022 Valid for a No
bearing No.UDL-2, basis period of 33
Chintalapalem, years
Yerpedu(M), Chitoor,
Andhra Pradesh
12. Odisha Unit Plot no.1143, 2021, 2023, Owned January 17, - No
2025, 1993, 2020, 1992, basis 2023
2002, 2026, 2027, 2047,
1991, 2000 , 2022, 2024
Mouza-Derba, P.S.-
Katarbaga, P.S. No.-33,
Tahasil- Rengali, District-
Sambalpur, Odisha
13. Pune Unit Gat No. 1473/1,Pune Owned February 25, - No
Nagar Road,L and T basis 2021
Phata, Shikrapur, Shirur,
Pune, Maharashtra 41220
Further, we have bought 4.5 acres of land in SIPCOT Industrial Park, Shoolagiri (Future Mobility Park) to cater
to automotive demand in this area.
Also see, “Risk Factors - The land and premises for our Registered and Corporate Office and certain of our
manufacturing facilities are taken on lease by us. If we or our business partners are unable to renew existing
leases or relocate operations on commercially reasonable terms, there may be an adverse effect on our business,
financial condition, result of operations and cash flows. Further, any failure or delay in the acquisition of land
or an inability to acquire land at acceptable costs or on commercially reasonable terms may adversely affect
our business, cash flows, results of operations and financial condition.” on page 80.
Competition
The aluminium recycling industry is extremely competitive where the key factors of competition primarily
comprise of product quality, cost, delivery, development and management. In this highly competitive industry,
we compete with other aluminium alloy manufacturers and suppliers in the world and in India. Some of our
competitors are Baheti Recycling Industries Limited, Century Aluminium Manufacturing Company Limited, G.R.
Metalloy Private Limited Company Limited, IMAC Alloy Casting Private Limited, Shree Balaji Alumnicast
Private Limited, Sree Sumangala Metals and Industries Private Limited, Sunalco Alloys Private Limited, Daiki
Aluminium Industry Company Limited etc as per ICRA Report.
Competition in the aluminium manufacturing industry is likely to further intensify in view of the continuing
globalization and consolidation in the automotive industry. However, we believe that the shift from unorganized
players to organized players will benefit us. Please also see, “Risk Factors - We face competition in the recycled
metals industry. Failure to compete effectively may have an adverse impact on our business, financial
condition, results of operations and cash flows.” on page 68.
278KEY REGULATIONS AND POLICIES IN INDIA
The following is an overview of the important laws, policies and regulations, which are relevant to our business
and related sectors. The regulations set out below are not exhaustive and are only intended to provide general
information. The following is neither designed nor intended to be a substitute for professional legal advice. The
statements below are based on the current provisions of Indian law, and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions. The following is only intended to provide general information to the investor
and is neither designed nor intended to be a substitute for professional legal advice. For details of government
approvals obtained by us in compliance with these regulations, to the extent applicable, refer to “Government
and Other Approvals” on page 496.
I. Industry-specific Regulations and Policies
Draft National Resource Efficiency Policy, 2019
The Draft National Resource Efficiency Policy (“NREP 2019”) envisions a future with environmentally
sustainable and equitable economic growth, resource security, healthy environment (air, water and land), and
restored ecosystems with rich ecology and biodiversity. The Draft NREP 2019 is guided by the principles of (i)
reduction in primary resource consumption to ‘sustainable’ levels, in keeping with achieving the Sustainable
Development Goals and staying within the planetary boundaries; (ii) creation of higher value with less material
through resource efficient and circular approaches; (iii) waste minimization; (iv) material security, and creation
of employment opportunities and business models beneficial to the cause of environment protection and
restoration.
Motor Vehicles (Registration and Functions of Vehicle Scrapping Facility) Rules, 2021
The Motor Vehicles (Registration and Functions of Vehicle Scrapping Facility) Rules, 2021(“MV Vehicle
Scrapping Rules”) provides the rules to establish Registered Vehicle Scrapping Facilities (“RVSFs”). Further,
the RVSF shall ensure the removal or re-cycling or disposal of hazardous parts of the scrapped vehicle is done as
per the guidelines issued by the Central Pollution Control Board (CPCB) for environmentally sound management
of end-of-life vehicles.
National Non-Ferrous Metal Scrap Recycling Framework, 2020
The National Non-Ferrous Metal Scrap Recycling Framework, 2020, as amended (“Non-Ferrous Metal
Recycling Framework”) issued by the Ministry of Mines, Government of India, envisages bringing both product
and processing stewardship to enhance Non-Ferrous Metal recycling. Its objectives include, inter alia, promotion
of a formal and well-organized recycling ecosystem; adoption of data-based analysis and policy making at all
stages of the recycling chain; production of high quality scrap for quality secondary production whilst minimizing
the dependency on imports; achieving technological leadership in scientific methodology; bettering the quality of
scrap produced; and to promote the 6Rs principles of Reduce, Reuse, Recycle, Recover, Redesign and
Remanufacture through scientific handling, processing and disposal of all types of non-ferrous scrap, through
authorized centres / facility. The Non-Ferrous Metal Recycling Framework aims to achieve its goal of having a
sustainable non-ferrous metal recycling eco-system in the long run by, inter alia, setting up a central authority for
recycling of metals which may be called as Metal Recycling Authority; placing obligations on the stakeholders
involved in the process; setting up an institutional mechanism for carrying out studies and advance research in the
field of recycling of metal; and by having the government encourage and provide support to research &
development in metal scrap recycling. It also aims to develop specified metal recycling zones with facility for
collection, segregation, dismantling etc. of metal scrap and ensure quality control by fixing minimum
infrastructure requirement for recycling units with clear minimum standards and criteria for the processing of
recyclables to produce consistent, high quality streams of recyclable material.
Vision Document on Aluminium Sector 2025
The Vision Document on Aluminium Sector 2025 (“Aluminium Vision Document”) has been developed with
the objective of providing a strategic framework for the long-term growth of the aluminium sector in India. The
Aluminium Vision Document outlines a strategic roadmap to scale up aluminium production six fold by 2047. It
aims to expand bauxite production capacity to 150 MTPA, double the national aluminium recycling rate, promote
the adoption of low-carbon technologies and strengthen raw material security through targeted policy reforms and
279institutional mechanisms. The Aluminium Vision Document sets the foundation for a globally competitive and
environmentally responsible aluminium industry.
II. Environmental Legislations
The Environment (Protection) Act, 1986 and Environment (Protection) Rules, 1986
The Environment (Protection) Act, 1986, as amended (“Environment Protection Act”) is a wide overarching
legislation, which seeks to formulate laws on various environmental issues and provide for protective measures
in India. Under the Environment Protection Act, the Government is empowered to take any measure it deems
necessary for protecting and improving the quality of the environment and preventing and controlling
environmental pollution. This includes, among other things, rules for laying down standards for protecting and
improving the quality of the environment by setting standards for emission or discharge of environmental
pollutants from various sources as provided under the Environment (Protection) Rules, 1986. The Environment
Protection Act further enlists various penalties for contravention of any provision of the Environment Protection
Act, including imposing fines up to ₹100,000 and imprisonment for up to five years, or both. If the violation
continues beyond a period of one year after the date of conviction, the offender shall be punishable with
imprisonment for a term that may extend up to seven years.
The Air (Prevention and Control of Pollution) Act, 1981
The Air (Prevention and Control of Pollution) Act, 1981, as amended (“Air Act”) is the primary legislation in
India, which provides for prevention, control and abatement of air pollution. The Air Act seeks to protect the
environment and surroundings, from any adverse effect of the pollutants, which emanate from any factory or
manufacturing unit or activity. It lays down standards and requirements for the companies to adhere to, in relation
to the emission of pollutants by them. Pursuant to the provisions of the Air Act, any person seeking to establish
or operate an industrial or manufacturing unit, within an air pollution control area, is required to obtain the
necessary permissions and consents of the relevant state pollution control board, before establishing or operating
such an industrial plant. The pollution control board of the particular state is required to, within a period of four
months of the application, grant the consent if all the specifications and compliance requirements have been
adhered to.
The Water (Prevention and Control of Pollution) Act, 1974
The Water (Prevention and Control of Pollution) Act, 1974, as amended, (“Water Act”) is the primary legislation
in India, which provides for prevention, control and abatement of water pollution, while also seeking to maintain
or restore the quality of water. The Water Act seeks to protect the environment and surroundings, from any adverse
effects of the effluents, which emanate from any factory or manufacturing unit or activity. It lays down standards
and requirements for the companies to adhere to in relation to the discharge of effluents. Pursuant to the provisions
of the Water Act, any person seeking to establish or operate an industrial or manufacturing unit, is required to
obtain the necessary permissions and consents, upon having complied with the technical specifications to establish
and commence operations. The pollution control board of the particular state must within a period of four months
of the application, grant the consent if all the specifications have been adhered to.
The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, as amended
(“Hazardous Wastes Rules”) impose an obligation on every occupier of a facility generating hazardous waste
for safe and environmentally sound handling of such waste at the facility. Every person engaged in the generation,
processing, treatment, packaging, storage, transportation, use, collection, destruction, conversion, offering for sale
and transfer of hazardous waste, must obtain approval from the applicable state pollution control board. The
occupier, the importer, the transporter and the operator of such facility are liable for damage to the environment
or third party resulting from the improper handling and disposal of such hazardous waste. The Hazardous Wastes
Rules permit for aluminium and zinc scrap to be imported without the permission of the Ministry of Environment,
Forest and Climate Change to users and traders, who have obtained the one-time permission from the applicable
state pollution control board.
Plastic Waste Management Rules, 2016 as amended in 2024
The Plastic Waste Management Rules, 2016 issued by the Ministry of Environment, Forest and Climate Change
280(MoEF&CC), Government of India provides a framework and guidelines to plastic waste generators, local bodies,
manufacturers, importers etc., to manage plastic waste and to give thrust on plastic waste minimisation, source
segregation, recycling, involving waste pickers, recyclers and waste processors in collection of plastic waste
fraction either from households or any other source of its generation or intermediate material recovery facility and
adopt polluter's pay principle for the sustainability of the waste management system.
The Bureau of Indian Standards Act, 2016
The Bureau of Indian Standards Act, 2016 (“BIS Act”) as amended, provides for the standardization, conformity
assessment outlined in the BIS (Conformity Assessment) Regulations, 2018 and quality assurance of goods,
articles, processes, systems and services. The BIS Act provides for the functions of the bureau which include,
among others (a) recognize as an Indian standard, any standard established for any goods, article, process, system
or service by any other institution in India or elsewhere; (b) specify a standard mark to be called the Bureau of
Indian Standards Certification Mark; and (c) make such inspection and take such samples of any material or
substance as may be necessary.
E-Waste (Management) Rules, 2022 as amended in 2024
The E-Waste (Management) Rules, 2022 were published by the Ministry of Environment, Forest and Climate
Change (MoEF&CC), Government of India, a revised set of the E-Waste (Management) Rules, 2016. These new
rules intend to manage e-waste in an environmentally sound manner and put in place an improved Extended
Producer Responsibility (EPR) regime for e-waste recycling wherein all the manufacturer, producer, refurbisher
and recycler are required to register on portal developed by CPCB. The new provisions would facilitate and
channelize the informal sector to formal sector for doing business and ensure recycling of E-waste in
environmentally sound manner. Provisions for environmental compensation and verification & audit have also
been introduced. These rules also promote Circular Economy through EPR regime and scientific
recycling/disposal of the e-waste. Under the E-Waste Management Rules, provision for reduction of hazardous
substances in manufacturing of Electrical and Electronic Equipment (EEE) has been provided. It mandates that
every producer of EEE and their components shall ensure that their products do not contain lead, mercury and
other hazardous substances beyond the maximum prescribed concentration. The E-Waste (Management) Rules
also provide for recognition and registration, skill development, monitoring and ensuring safety and health, of
workers involved in dismantling and recycling of e-waste.
Manufacture, Storage and Import of Hazardous Chemical Rules, 1989,
The Manufacture, Storage and Import of Hazardous Chemical Rules, 1989 (“Hazardous Chemical Rules”) was
enacted to regulate the handling of hazardous chemicals. These rules govern the processes involved in the
manufacturing, storage, and importing of such chemicals to ensure safety and minimize risks. They include
requirements for proper documentation, safety measures, and compliance to protect both people and the
environment. The Hazardous Chemical Rules require that an occupier who has control of the industrial activity
shall have to provide evidence as to identification of major accident hazards, and that adequate steps have been
taken to prevent such accidents and limit its consequences.
III. Labour Legislations
Factories Act, 1948
The Factories Act, 1948, as amended (“Factories Act”) seeks to regulate labour employed in factories and makes
provisions for the safety, health and welfare of the workers. The term ‘factory’, as defined under the Factories
Act, includes any premises which employ or has employed on any day in the preceding 12 months, 10 or more
workers and in which any manufacturing process is carried on with the aid of power, or any premises wherein 20
or more workers are employed or were employed at any day during the preceding 12 months and in which any
manufacturing process is carried on without the aid of power. The Factories Act, and the rules framed thereunder,
also requires, among other things, maintenance of various registers dealing with safety and labour standards.
Further, a notice of an accident or a dangerous occurrence in the factory is to be provided to the inspector by the
manager of the factory. This legislation is being enforced by the Central Government through officers appointed
under the Factories Act i.e. Inspectors of Factories, Deputy Chief Inspectors etc. who work under the control of
the Chief Inspector of Factories and overall control of the Labour Commissioner.
Labour Codes
281In order to rationalize and reform labour laws in India, the Government has enacted four labour codes that would
subsume primarily all of the central labour laws and would collectively form the governing labour legislations, as
and when brought into effect. These four codes are:
(a) The Code on Wages, 2019
The Code on Wages, 2019 proposes to subsume four existing laws namely, the Payment of Wages Act, 1936, the
Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. The Central
Government has notified certain provisions of this code predominantly concerning the constitution of the Central
Advisory Board and other provisions of this code will be brought into force on a date to be notified by the Central
Government.
(b) The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code, 2020 proposes to subsume certain existing
legislations, including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the
Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building
and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. The
provisions of this code will be brought into force on a date to be notified by the Central Government.
(c) The Industrial Relations Code, 2020
The Industrial Relations Code, 2020 proposes to subsume three existing legislations, namely, the Industrial
Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The
provisions of this code will be brought into force on a date to be notified by the Central Government.
(d) The Code on Social Security, 2020
The Code on Social Security, 2020 proposes to subsume certain existing legislations including the Employee’s
Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the
Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganised Workers’ Social Security
Act, 2008. The provisions of this code will be brought into force on a date to be notified by the Central
Government.
Other Labour and Employment Laws
Additionally, our Company is required to comply with other employment and labour laws applicable in India. The
following is an indicative list of additional labour laws applicable to our operations:
• Child Labour (Prohibition and Regulation) Act, 1986;
• Contract Labour (Regulation and Abolition) Act, 1970
• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
• Employees’ Compensation Act, 1923;
• Employees’ State Insurance Act, 1948;
• Equal Remuneration Act, 1976;
• Industrial Disputes Act, 1947;
• Industrial Employment (Standing orders) Act, 1946;
• Maternity Benefit Act, 1961;
• Minimum Wages Act, 1948;
• Trade Unions Act, 1926;
• Payment of Gratuity Act, 1972;
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
• Payment of Wages Act, 1936; and
• Public Liability Insurance Act, 1991
IV. Tax-Related Legislations
282The Customs Act, 1962 and the Customs Tariff Act, 1975
Imports and the taxes imposed on them are predominantly covered within the ambit of the Customs Act, 1962, as
amended and the Customs Tariff Act, 1975, as amended (together, the “Custom Regulations”). While, the
Customs Act, 1962 classifies and segregates various goods in several categories, the Customs Tariff Act, 1975
determines the rate of the duty, which is to be imposed on importing a particular good. However, the Government
has the discretion to either increase, decrease or even exempt certain goods from GST by notification.
The Central Goods and Services Tax Act, 2017
The Central Goods and Services Tax Act, 2017, as amended (“GST Act”) levies tax on the supply of goods and
services throughout India to replace multiple taxes levied by the Central and State Governments on production,
supply and sale of goods and providing of services in India, applicable from July 1, 2017. Under the GST Act,
goods and services are taxed under five different categories, being 0%, 5%, 12%, 18% and 28%. Aluminium waste
scrap falls within the 18% bracket. GST is levied on all transactions such as supply, transfer, purchase, barter,
lease, or import of goods and/or services. Transactions made within a single state are levied with Central GST
(“CGST”) by the Central Government and State GST (“SGST”) by the government of that state. For inter-state
transactions and imported goods or services, an Integrated GST (“IGST”) is levied by the Central Government.
GST is a consumption-based tax; therefore, taxes are paid to the state where the goods or services are consumed
and not the state in which they were produced.
Additional tax related laws that are applicable to us include the Income Tax Act, 1961 along with various rules
and notifications issued by the tax authorities.
V. Intellectual Property Laws
Trade Marks Act, 1999 and the Trade Marks Rules, 2017
The Trade Marks Act, 1999 as amended (“Trade Marks Act”) governs the law pertaining to the protection of
trade marks in India. Once a mark is registered, it is valid in India only for a period of 10 years and can be renewed
from time to time in perpetuity. Registration of a trade mark grants the owner a right to exclusively use the trade
mark as a mark of goods and services and provides for remedies in case of the fraudulent use of deceptively similar
marks by any third party. The Trade Marks Rules, 2017 as amended (“Trade Marks Rules”) lays down certain
guidelines including the process for determination of “well-known trademark”, representation of sound marks,
recognition of e-mail as a mode of service, new registration fees and mandatory filing of statements of users.
VI. Other Legislations
The Legal Metrology Act, 2009 and the Legal Metrology (Approval of Models) Rules, 2011
The Legal Metrology Act, 2009, as amended (“LM Act”) seeks to establish and enforce standards of weights and
measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by
weight, measure or number and for matters connected therewith. The LM Act makes it mandatory to obtain a
license from the Controller of Legal Metrology by any person who manufactures, sells or repairs or offers, exposes
or possesses for repair or sale, any weight or measure. All weights or measures in use or proposed to be used in
any transaction are required to be verified and stamped at such place and during such hours as the Controller of
Legal Metrology may specify on payment of the prescribed fees. Additionally, no person shall import any weight
or measure unless he is registered in such manner and on payment of the requisite fees. The LM Act enlists several
penalties for the contravention of its provisions, for instance, a penalty for manufacture or sale of non-standard
weight or measure may attract a fine of up to ₹ 20,000 and a subsequent offence may lead to penalties and
imprisonment extending to three years or both. Further, whoever imports any weight or measure without being
registered under the LM Act, may be punished with a fine of ₹ 25,000. The LM Act also provides for provisions
relating to compounding of offences.
The Legal Metrology (Approval of Models) Rules, 2011, as amended (“Approval of Models Rules”) lay down
provisions regarding approval of models of weights and measures. The Approval of Models Rules state that only
recognised laboratories shall carry out tests for approval of models. Application for approval of models needs to
be made to the director of legal metrology with the prescribed information. Once a model is approved, a certificate
of approval is issued, pursuant to which, a license to manufacture the model may be obtained from the State
Government. The procedure for issue, revocation and suspension of the certificate of approval is also laid down
283in the Approval of Models Rules. The Approval of Models Rules repealed the Standard of Weights and Measures
(Approval of Models) Rules, 1987.
Foreign Trade Development and Regulation Act of 1992 (FTA), as amended, in conjunction with the Indian
Foreign Trade Policy 2023 (FTP), governs the foreign policy and regulate foreign trade of India. Cumulatively
they require that to engage in import or export activities, individuals or entities must obtain an Importer-Exporter
Code (IEC) number issued by the Director-General of Foreign Trade (DGFT) or an authorized representative. The
IEC can be revoked if the holder violates FTA provisions or engages in practices detrimental to India's trade
relations.
The Foreign Exchange Management Act (FEMA), 1999 and its accompanying regulations, govern foreign
investment in India supplemented by the Consolidated Foreign Direct Investment (FDI) Policy issued by the
Department of Industrial Policy and Promotion (DIPP). The Reserve Bank of India (RBI), under FEMA, has
enacted the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations to control foreign investment in India. While foreign investment is generally permitted in India, there
are specific sectors where it is prohibited. Foreign investors can invest in Indian companies through either the
automatic route or the approval route. As per the current FDI policy (effective from 15.10.2020), 100% FDI is
allowed under ‘Automatic’ route for mining and exploration of metal and non-metal ores including diamond, gold,
silver and precious ores.
Manufacturing and Other Operations in Warehouse Regulations (MOOWR Scheme) is a scheme introduced
by the Central Board of Indirect Taxes and Customs (CBIC) allowing manufacturers to import raw materials and
capital goods without paying the Basic Custom Duty (BCD) and Integrated Goods and Services Tax (IGST).
In addition to the above, our Company is required to comply with certain rudimentary laws, inter alia, in order to
effectuate its business, such as the Companies Act, 2013, the Indian Contract Act, 1872 and the Sale of Goods
Act, 1930.
284HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as ‘Grand Metal Industries Private Limited’ pursuant to a certificate of
incorporation dated August 23, 2005 issued by the Assistant Registrar of Companies, National Capital Territory
of Delhi and Haryana. Thereafter, pursuant to the conversion of our Company to a public limited company, the
name of our Company was changed to ‘Grand Metal Industries Limited’, and a fresh certificate of incorporation
dated May 28, 2020 was issued to our Company by the Registrar of Companies, Delhi. Subsequently, our name
was changed to ‘CMR Green Technologies Limited’, and a certificate of incorporation dated August 11, 2021
was issued to our Company by the Registrar of Companies, Delhi.
Change in registered office of our Company
Except as disclosed below, there has been no change in the registered office of our Company since its
incorporation:
Date of Change Details of change Reasons for change
February 8, 2020 The registered office of our Company was changed: To carry on the business of
From: F 170B, Western Avenue, Sainik Farm, New our Company more
Delhi- 110 062, India efficiently, economically and
To: Unit No 802-803, 8th Floor, SSR Corporate Park, to enlarge our area of
Sec 27B, Faridabad- 121003, Haryana, India operations
July 20, 2023 The registered office of our Company was changed: Operational efficiency
From: Unit No 802-803, 8th Floor, SSR Corporate
Park, Sec 27B, Faridabad- 121003, Haryana, India
To: 7th Floor, Tower 2, L & T Business Park, 12/4
Delhi, Mathura Road, Faridabad- 121003, Haryana,
India
Main objects of our Company
The main object contained in the Memorandum of Association of our Company is set forth below:
1. “To carry on the business of manufacturers, manipulators, fabricators, assemblers, designers, processors,
buyers, sellers, importers, exporters, factors, brokers, agents, consultants, traders and / or distributors of
and dealers in all kinds of ferrous and non-ferrous metal products including alloy ingots, castings,
automobile components, dies and moulds, artware, electrical and other engineering or casting goods etc.
made of aluminum, zinc, copper, iron and steel, plastic or any other ferrous, non-ferrous, metallic or
nonmetallic substances.”
Amendments to our Memorandum of Association
Set out below are the amendments to our Memorandum of Association in the 10 years preceding the date of this
Draft Red Herring Prospectus:
Date of
Shareholders’ Nature of Amendment
resolution
December 16, 2019 Clause II of our Memorandum of Association was amended to reflect the change in
our registered office from the National Capital Territory of New Delhi to the state of
Haryana
May 18, 2020 Clause I of our Memorandum of Association was amended to reflect the change in
our name from ‘Grand Metal Industries Private Limited’ to ‘Grand Metal Industries
Limited’
July 28, 2021 Clause I of our Memorandum of Association was amended to reflect the change in
our name from ‘Grand Metal Industries Limited’ to ‘CMR Green Technologies
Limited’
August 31, 2021 Clause V of the Memorandum of Association was amended to reflect the increase in
the authorised share capital of our Company from ₹ 10,000,000 divided into 1,000,000
285Date of
Shareholders’ Nature of Amendment
resolution
equity shares of ₹ 10 each to ₹533,426,780 divided into 53,292,678 equity shares of
₹ 10 each and 50,000 preference shares of ₹ 10 each, pursuant to amalgamation of
Grand Metal Recycling Private Limited, Suvridhi Financial Services Limited,
Sanjivani Non Ferrous Trading Private Limited, Ramayana Polymers Private Limited,
Forever Multimedia Private Limited and Century Metal Recycling Limited with our
Company pursuant to an order dated August 6, 2021 passed by the National Company
Law Tribunal, Chandigarh bench
September 4, 2021 Clause V of the Memorandum of Association was amended to reflect (a) the sub-
division of Equity Shares and preference shares of our Company; and (b)
reclassification of preference shares of our Company to Equity Shares, pursuant to
which the authorised share capital of the Company was modified from ₹533,426,780
divided into 53,292,678 equity shares of ₹ 10 each and 50,000 preference shares of ₹
10 each to ₹ 533,426,780 divided into 266,713,390 Equity Shares of ₹2 each.
* The effective date of the Scheme of Arrangement.
Major events and milestones in the history of our Company
The table below sets forth certain major events and milestones in the history of our Company:
Calendar
Particulars
year
2006 CMR commenced operations through manufacturing of aluminium and zinc alloy ingot at our
Tatarpur Unit
2008 Introduced the manufacture and supply of liquid aluminium at our Haridwar Unit
2009 Commenced operations at our Gurugram Unit by setting up a dedicated liquid aluminium
manufacturing plant
2011 Commenced operations at our Bhiwadi Unit by manufacturing and delivering aluminium alloy
ingot and liquid aluminium alloy
2011 Received private equity investment from Indian Automotive Components Manufacturers Private
Equity Fund-1-Domestic
2012 Signed a joint venture agreement with Nikkei Aluminium MC Co. Limited, Japan for setting up
CMR Nikkei Private Limited at Bawal for manufacturing liquid aluminium alloy
2012 Signed a joint venture agreement with Toyota Tsusho Corporation, Japan for setting up CMR
Toyotsu Aluminium India Private Limited at Chennai for manufacturing aluminium alloy ingot
2013 Commenced production at two plants- Bawal, Haryana and Chennai, Tamil Nadu
2013 Commenced manufacturing liquid aluminium alloy at our Manesar Unit
2013 Received private equity investment from Global Scrap Processors Limited
2013 Introduced liquid metal delivery over the road to multiple customers
2015 Certified by UNFCCC for carbon credits generated at our Bhiwadi Unit
2016 Started processing Zurik, a stainless- steel based scrap at our Tatarpur Unit
2017 Setup of comprehensive IT systems including ERP that forms the backbone of CMR’s data driven
culture today
2019 Started commercial production at Vanod Unit I and Vallam Unit
2020 Commenced production at Halol Unit
2021 Started commercial production in Vanod Unit II under CMR Aluminium
2021 Our Company entered into the Scheme of Arrangement, pursuant to which Grand Metal Recycling
Private Limited, Suvridhi Financial Services Limited, Sanjivani Non Ferrous Trading Private
Limited, Ramayana Polymers Private Limited, Forever Multimedia Private Limited and CMR
were amalgamated into our Company.
2023 Closed the Gurgaon Plant that was started in 2009 due to end-customer (Sunbeam) volumes
shifting outside Gurgaon
2023 Certified Great Place to Work from employees in assessment survey (Category: Mid-size
Organisations)
286Calendar
Particulars
year
2024 Patent granted to our Company for the invention titled ‘An Intelligent Ladle Transport Safety
Monitoring System and Method’ by the Patent Office, Government of India
2024 Commenced operations at our Tirupati Facility for aluminium billets
2024 Commenced operations in Pune under JV Co- Nikkei CMR Aluminium
2024 Certified as a ‘Most preferred workplace for women 2024-25’ by Team Marksmen Network
2025 Commenced manufacturing of aluminium alloys liquid/ Ingots at our Sambalpur Facility for a
primary aluminium producer, Hindalco Industries Limited.
Ranked 60th “Great Place to Work” in the mid-sized companies in India across sectors for the
2025 year 2025
2025 One of India’s Best WorkplacesTM in Auto and Auto Components for the year 2025
2025 Ranked among Top 50 India’s BestTM Workplaces for Millennials in the mid sized companies
2025 Ranked among Top 25 India’s Best WorkplacesTM Building a Culture of Innovation by All
2025 Entered into a Share Subscription and Shareholders’ Agreement dated May 30, 2025 with Nippon
Light Metal Co., Ltd., Japan for CMR Eco plant at Tirupati
Key awards, accreditations or recognition
Our Company has received the following key awards, accreditations and recognitions:
Calendar Particulars
year
2024 Received certificate of appreciation from Maruti Suzuki India Limited (“MSIL”) in recognition
of our Company’s special support in mobilising additional volume to support MSIL production
2024 Received an award in recognition of overall performance for the year 2024-25 in India region by
JTEKT
2024 Best Partner Performance Business Support Award by JTEKT
2025 Received recognition for ‘Raw material synergy (under CPS)’ by Suzuki Motorcycle India
Private Limited
2025 Received Indian CSR award empowering social welfare
Launch of key products or services, entry in new geographies or exit from existing markets, capacity/
facility creation, location of plants
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 “– Major Events and Milestones of our Company” and “Our
Business” on pages 286 and 248 respectively.
Significant financial or strategic partnerships
Except as stated in “Our Subsidiaries and Joint Ventures” on page 294, our Company does not have any
significant financial or strategic partners, as on the date of this Draft Red Herring Prospectus.
Time/ cost overruns in setting up projects
There have been no time or cost overruns pertaining in the setting up of projects by our Company, except in the
ordinary course of business.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/banks
Excluding for 3 instances of minor delay for maximum 1 working day with ICICI Bank Limited, there have been
no defaults or rescheduling/ restructuring of borrowings availed by our Company from any financial institutions/
banks.
Revaluation of assets
287Our Company has not revalued its assets in the 10 years preceding the date of this Draft Red Herring Prospectus.
Our holding company, subsidiaries and joint ventures
As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company. For details
of our Subsidiaries and Joint Ventures, see “Our Subsidiaries and Joint Ventures” on page 294
Details regarding material acquisitions or divestments of business or undertakings
MKP-Kataria Recycling Private Limited ceased to be a subsidiary of our Company w.e.f. June 30, 2024. Except
as stated, there have been no material acquisitions or divestments of business or undertakings by our Company in
the last 10 years.
Mergers or amalgamation
Except as disclosed below, our Company has not been party to any merger or amalgamation in the 10 years
preceding the date of this Draft Red Herring Prospectus:
Scheme of Arrangement amongst Grand Metal Recycling Private Limited, Suvridhi Financial Services
Limited, Sanjivani Non-Ferrous Trading Private Limited, Ramayana Polymers Private Limited, Forever
Multimedia Private Limited, Century Metal Recycling Limited, our Company and each of their respective
shareholders
Our Company, Grand Metal Recycling Private Limited (“GMRPL”), Suvridhi Financial Services Limited
(“SFSL”), Sanjivani Non Ferrous Trading Private Limited (“SNFTPL”), Ramayana Polymers Private Limited
(“RPPL”), Forever Multimedia Private Limited (“FMPL”), Century Metal Recycling Limited (“Century Metal”
and along with GMRPL, SFSL, SNFTPL, RPPL and FMPL, the “Transferor Companies”) and their respective
shareholders filed a scheme of arrangement (“Scheme of Arrangement”) under sections 230-232 before the
National Company Law Tribunal, Chandigarh (“NCLT”), for the amalgamation of the Transferor Companies into
our Company.
Our Company and the Transferor Companies were part of the ‘CMR Group’, which was primarily engaged in the
business of metal recycling and the manufacture of metal products. The objective of the Scheme of Arrangement
was, inter alia, to simplify the corporate structure of the CMR Group, eliminate cross-holding among the entities
comprising the CMR Group, pool resources to enable greater fund raising opportunities, create management
efficiencies and synergies in the operations and businesses of the CMR Group, and optimising administration and
statutory compliances.
Valuation:
The Scheme of Arrangement was divided into the following three parts:
(a) Part 1: The assets, liabilities, rights, obligations and the entire business / undertakings of GMRPL, SFSL,
and SNFTPL (collectively, the “Part 1 Transferor Companies”) were transferred to and vested in our
Company as a going concern. As consideration for this Part 1 of the Scheme of Arrangement, 12 fully
paid up equity shares of face value ₹10 each of our Company were issued to the shareholders of GMRPL
for every 10 equity shares held by them therein, 137 fully paid up equity shares of face value ₹10 each
of our Company were issued to the shareholders of SFSL for every 1,000 equity shares held by them
therein, and 8 fully paid up equity shares of face value ₹10 each of our Company were issued to the
shareholders of SNFTPL for every 10 equity shares held by them therein. Further, all equity shares of
face value ₹10 each held by the Part 1 Transferor Companies were cancelled, and our share capital was
reduced to this extent. Additionally, the authorised share capital of the Part 1 Transferor Companies was
merged with our Company, and Clause V of our Memorandum of Association was modified to this
extent.
(b) Part 2: Following Part 1 described above becoming effective, the assets, liabilities, rights, obligations
and the entire business / undertakings of RPPL and FMPL (together, the “Part 2 Transferor
Companies”) were transferred to and vested in our Company as a going concern. As consideration for
this Part 2 of the Scheme of Arrangement, 33 fully paid up equity shares of face value ₹10 each of our
Company were issued to the shareholders of both, RPPL and FMPL, for every 10 full paid up equity
288shares held by them in the respective companies. Further, all equity shares of face value ₹10 each held
by the Part 2 Transferor Companies were cancelled, and our share capital was reduced to this extent.
Additionally, the authorised share capital of the Part 2 Transferor Companies was merged with our
Company, and Clause V of our Memorandum of Association was modified to this extent.
(c) Part 3: Following Part 2 described above becoming effective, the assets, liabilities, rights, obligations
and the entire business / undertakings of Century Metal were transferred to and vested in our Company
as a going concern. As consideration for this Part 3 of the Scheme of Arrangement, 13 fully paid up
equity shares of face value ₹10 each of our Company were issued to the shareholders of Century Metal
for every 100 fully paid equity shares held by them therein. Further, all equity shares of face value ₹ 10
each held by Century Metal were cancelled, and our share capital was reduced to this extent. All legal
proceedings relating to Century Metal were continued and can be enforced against our Company in the
same manner as they could have against Century Metal prior to its amalgamation into our Company.
Additionally, the authorised share capital of Century Metal was merged with our Company, and Clause
V of our Memorandum of Association was modified to this extent. Further, our Articles of Association
were substituted with the articles of association of Century Metal.
For details of the amendments to our Memorandum of Association to reflect the change in our authorised share
capital, see “– Amendments to our Memorandum of Association” on page 285. For details of allotments of
equity shares made by our Company pursuant to the Scheme of Arrangement, see “Capital Structure – Notes to
Capital Structure – Equity Share Capital History of our Company” at page 114.
The NCLT approved the Scheme of Arrangement pursuant to its order dated August 6, 2021. Each of the above
parts became effective on September 1, 2021, pursuant to the submission of a certified copy of the order of the
NCLT with the RoC.
Details of shareholders’ agreements
Details of subsisting shareholder’s agreements among our shareholders vis-a-vis our Company, which our
Company is aware of, as on the date of this Draft Red Herring Prospectus, are provided below:
Investment Agreement dated September 24, 2013 (“Investment Agreement”) among our Company, Century
Metal, Mohan Agarwal (HUF), Gauri Shankar Agarwala (HUF), Kalawati Agarwal, Pratibha Agarwal,
Ramayana Polymers Private Limited, Forever Multimedia Private Limited, Sanjivani Non Ferrous Trading
Private Limited, Grand Metal Recycling Private Limited and Suvridhi Financial Services Limited (collectively,
the “Company Shareholders”) and Global Scrap Processors Limited (the “Investor”, and together with the
Company and the Company Shareholders, the “Parties”), as amended.
Pursuant to the share purchase agreement dated September 24, 2013, entered into among IFCI Venture Capital
Fund Limited, Global Scrap Processors Limited, Gauri Shankar Agarwala and Century Metal (“AIF SPA”), the
Investor agreed to purchase 523,375 equity shares of Century Metal at a price of ₹422.02 per equity share
aggregating to ₹220,872,451 from IFCI Venture Capital Fund Limited, and pursuant to the Investment Agreement,
the Investor agreed to subscribe to 1,530,844 compulsorily convertible preference shares (“CCPS”) of face value
₹10 each, issued at a premium of ₹ 381.94 aggregating to ₹ 600,000,000, from Century Metal.
Further, the Parties, Mohan Agarwal and Gauri Shankar Agarwala, entered into a Share Sale and Purchase
Agreement, dated January 20, 2018 (“Share Sale and Purchase Agreement”), which was amended pursuant to
an amendment agreement dated May 8, 2018 (“First Amendment Agreement”). Pursuant to the Share Sale and
Purchase Agreement, as amended by the First Amendment Agreement, the Investor agreed to transfer 1,027,110
CCPS to a wholly owned entity of certain members of our Promoter Group at a purchase consideration to be
computed after giving effect to an IRR of 18%, applicable until the date of consummation of such transfer, subject
to the terms of the First Amendment Agreement, as also mentioned in the Investment Agreement, as part of their
put option right. However, as per the Share Sale and Purchase Agreement, any spill-over of the consummation of
such transfer beyond a period of 180 days from the date of the Share Sale and Purchase Agreement would result
in an increase in the IRR to 20%, with effect from the date of completion as per the Investment Agreement, till
the date of receipt of purchase consideration by the Investor. Furthermore, a letter dated May 29, 2018 was issued
by Century Metal to the Investor (“CCPS Conversion Letter”) indicating that the 1,027,110 CCPS to be
transferred by the Investor to GMRPL and the balance 389,512 CCPS held by the Investor would be converted
into 4,108,440 equity shares and 1,558,048 equity shares of Century Metal, respectively, in the ratio of four equity
shares for every CCPS held. Accordingly, upon the completion of such transfers, 1,14,222 CCPS held by the
289Investor were converted into 4,56,888 equity shares of Century Metal on June 8, 2018 and 1,027,110 CCPS held
by GMRPL were converted into 4,108,440 equity shares of Century Metal on August 14, 2018. The 389,512
CCPS held by the Investor were also subsequently converted into 1,558,048 equity shares of Century Metal on
September 21, 2018.
Subsequently, the Parties, Gauri Shankar Agarwala and Mohan Agarwal entered into an agreement dated June 6,
2018 (“Second Amendment Agreement”), modifying certain terms of the Investment Agreement. Pursuant to
the Second Amendment Agreement, inter alia, Gauri Shankar Agarwala and Mohan Agarwal became parties to
the Investment Agreement, and the conditions relating to the termination of the Investment Agreement were
modified, such that the agreement would terminate when (i) the Investor ceases to hold securities in Century
Metal, or (ii) upon the listing of equity shares of CMR.
Thereafter, our Company, Century Metal, the Investor and the Company Shareholders entered into an agreement
dated June 26, 2020 (“Third Amendment Agreement”) in view of the Scheme of Arrangement. In terms of the
Third Amendment Agreement, upon the Scheme of Arrangement becoming effective, all references to Century
Metal would be deemed to be references to our Company, amongst others.
The Investment Agreement contains certain reserved matters, which require consent of the Investor, such as,
among others, any change in the issued, subscribed or paid up equity or preference share capital of our Company
and/or our Subsidiaries; re-organization of the share capital of our Company and/or our Subsidiaries, including
new issuance of shares or other securities of the Company; any change in ownership of our Company; or increase
or decrease in the size of our Board or any committee thereof, other than as provided in the Investment Agreement.
Further, in terms of the Investment Agreement, the Investor has certain special rights, including among others,
the right to appoint one director on the Board of Directors of our Company and on the board of each of our
Subsidiaries; right to avail information including, among others, audited financial information of our Company
and our Subsidiaries after the end of each Fiscal; entitlement to anti-dilution rights and tag-along rights in relation
to the Equity Shares held by it if our Company’s shareholders’ transfer, in aggregate, more than 5% of the equity
shares held by them.
The Investment Agreement was further amended pursuant to a Waiver cum Amendment Agreement dated August
27, 2025 entered into between our Company, our Promoters, Gauri Shankar Agarwala HUF (through its karta),
Mohan Agarwal HUF (through its karta), Akshay Agarwal Family Private Trust, GS Agarwala Family Private
Trust, K Agarwal Family Private Trust and Raghav Agarwal Family Trust and Global Scrap Processors Limited
(“Investor”) (“Fourth Amendment Agreement”) pursuant to which the Investor has, inter alia, agreed to waive
certain of its rights under the Investment Agreement from the date of filing of the Draft Red Herring Prospectus.
Under the terms of the Fourth Amendment Agreement, all special rights available to the Shareholders shall
terminate with effect from the date of listing of the Equity Shares.
Except as disclosed above, there are no subsisting arrangements or agreements, deeds of assignment, acquisition
agreements, shareholders’ agreements, inter-se agreements, any agreements between our Company, our
Promoters, and Shareholders, or agreements of like nature or agreements comprising any clauses/covenants which
are material to our Company, and which are required to be disclosed, or the non-disclosure of which may have a
bearing on the investment decision of prospective investors in the Offer. Further, there are no other
clauses/covenants which are adverse or prejudicial to the interest of the minority/public shareholders 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 our Shareholders, Promoters, members of the Promoter Group, Directors,
Key Managerial Personnel, or employees of our Company, or of any of our Subsidiaries, 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 the Company, other than in the ordinary
course of business, or impose any restriction or create any liability upon the Company, as required to be disclosed
pursuant to Clause 5A of Paragraph A of Part A of Schedule III of the SEBI Listing Regulations.
Agreements with Key Managerial Personnel, Senior Management, Directors, Promoters or any other
employee
290Except as disclosed below, there are no agreements entered into by our Key Managerial Personnel, Senior
Management, Promoters, Directors or any other employee of our Company, either by themselves or on behalf of
any other person, with any shareholder or any other third party with regard to compensation or profit sharing in
connection with dealings in the securities of our Company, as on the date of this Draft Red Herring Prospectus:
Memorandum of Understanding (“MoU”) dated August 20, 2025 by and amongst Mohan Agarwal
(“Purchaser”) and Global Scrap Processors Limited (“GSPL” or “Seller”)
Vide the MoU, GSPL, which holds 28,589,450 Equity Shares in our Company, proposes to transfer part of its
shareholding (up to 5,411,000 Equity Shares) to the Purchaser at ₹65 per Sale Equity Share or the fair value of
the Equity Shares as per the tax valuation report, whichever is higher, prior to completion of the initial public
offering of our Company. The transfer is conditional upon occurrence of certain events and the MoU shall stand
automatically terminated if the Closing (as defined in the MoU) does not take place by September 30, 2026.
Guarantees given by our Promoter Selling Shareholders
Our Promoter, Mohan Agarwal, who is also a Selling Shareholder, has not given any personal guarantee, on behalf
of our Company, to third parties that are outstanding as on the date of this Draft Red Herring Prospectus.
Key terms of other subsisting material agreements
Except as disclosed below, our Company has not entered into any other subsisting material agreement, other than
in the ordinary course of business:
Joint venture agreement dated July 25, 2012 between our Company and Nikkei Aluminium MC Company
Limited (“CMRN Joint Venture Agreement”)
Century Metal and Nikkei executed the CMRN Joint Venture Agreement to set up our joint venture entity, CMRN
for the purpose of manufacturing, importing, exporting, processing of primary and secondary metal, metal scrap
recycling and selling of aluminium alloy and zinc alloy in liquid and ingot form (the “Products”). Accounting for
this entity has been done as for Subsidiaries in the Restated Financial Information, in accordance with Ind AS
110. Pursuant to the CMRN Joint Venture Agreement, CMRN established its manufacturing facility at Bawal,
Haryana.
Pursuant to the Scheme of Arrangement, upon the amalgamation of Century Metal into our Company, Century
Metal was substituted by our Company in the CMRN Joint Venture Agreement, as well as all other agreements,
as are described below, between the parties specified above. As on the date of this Draft Red Herring Prospectus,
our Company holds 74% and Nikkei holds 26% of the equity share capital of CMRN.
Century Metal had also agreed to enter into a customer relationship transfer agreement in order to introduce certain
potential customers to CRMN for selling the Products. In terms of allocation of customers by Century Metal to
CRMN, Century Metal agreed that in case the customer is located within the Bawal industrial zone or within a
radius of 25 kilometres of Bawal industrial zone including Neemrana industrial zone but excluding Bhiwadi area
(“Defined Area”), irrespective of whether such customer is developed through Century Metal and/or Nikkei
efforts or owing to a relationship of either Century Metal or Nikkei, and irrespective of whether Century Metal
was earlier supplying to such customer, after the date of commencement of commercial production by CMRN, all
supplies to such customers be routed through CMRN only. Further, the customers located outside the Defined
Area would be supplied through Century Metal (and our Company, upon the Scheme of Arrangement becoming
effective), except in case of a mutual agreement between Century Metal or our Company and Nikkei that due to
cost efficiency the supplies be routed through CMRN. Additionally, Century Metal and Nikkei had agreed to not,
without the prior written consent of the other party, as applicable, either by itself or through its affiliate, enter into
another joint venture agreement or technical assistance agreement, directly or indirectly, for the purpose of
carrying out activities of a nature similar to them, within a radius of 300 kilometres of Bawal industrial zone.
Furthermore, Century Metal (and our Company, upon the Scheme of Arrangement becoming effective) and Nikkei
have undertaken to consider each other as a preferred partner in India for future ventures of a nature similar to
that of CMRN.
Pursuant to CMRN Joint Venture Agreement, certain additional agreements were entered into such as the name
license agreement between CMRN and Nikkei to use the name ‘NMA’ or ‘Nikkei’; the name license agreement
between CMRN and Century Metal to use the name ‘CMR’; agreement between our Company and CMRN for
291the transfer of Ahresty India Private Limited, a customer of Century Metal to CMRN; and agreement for
procurement of raw material between CMRN and Century Metal for supply of raw materials to CMRN. Century
Metal has been substituted by our Company in each of these agreements.
The CMRN Joint Venture Agreement is subject to termination upon a mutual written agreement between our
Company and Nikkei; or liquidation of CMRN or our Company; or Nikkei ceasing to be a shareholder of CMRN,
except where our Company or Nikkei ceases to be a shareholder of CMRN on account of transfer of its
shareholding in CMRN to an affiliate; or our Company and Nikkei agreeing that any of the conditions precedent
to the CMRN Joint Venture Agreement cannot be satisfied; or the shareholding of either our Company or Nikkei,
including any affiliate which has acquired shares of CMRN from either our Company or Nikkei and has signed
the affiliate deed of adherence, falls below 5% on a fully diluted basis.
Joint venture agreement dated September 4, 2012 between our Company and Toyota Tsusho Corporation
(“CMRT Joint Venture Agreement”)
Century Metal and Toyota Tsusho executed the CMRT Joint Venture Agreement to set up our joint venture entity,
CMRT for the purpose of manufacturing, distributing and selling recycled aluminium and zinc alloy and any other
products as agreed (the “Products”). Accounting for this entity has been done as for Subsidiaries in the Restated
Financial Information, in accordance with Ind AS 110.
Pursuant to the Scheme of Arrangement, upon the amalgamation of Century Metal into our Company, Century
Metal was substituted by our Company in the CMRT Joint Venture Agreement, as well as all other agreements,
as are described below, between the parties specified above. As on the date of this Draft Red Herring Prospectus,
our Company holds 70% and Toyota Tsusho holds 30% of the equity share capital of CMRT.
Pursuant to the CMRT Joint Venture Agreement, CMRT established its manufacturing facility at Chennai, Tamil
Nadu. Century Metal had agreed, inter alia to provide CMRT all information and advice required for the
manufacturing of the Products, provide quality control of the Products and operations of CMRT, cooperate with
CMRT by providing technical support and to act as an exclusive agent of CMRT in selling the Products to one of
the significant customers inside India, and such obligations have been taken over by our Company pursuant to the
Scheme of Arrangement. Further, Toyota Tsusho agreed to cooperate with CMRT by providing technical support
in consideration of a support fee from Century Metal and by providing marketing support to CMRT, among others.
Pursuant to the CMRT Joint Venture Agreement, certain additional agreements were entered into, such as the
technical support agreement between Toyota Tsusho and CMRT for providing technical support to CMRT;
agreement between CMRT and Toyota Tsusho wherein CMRT was to act as an authorized agent of Toyota Tsusho
for liaising with and procuring order for the Products from the customers; agreement between Century Metal and
CMRT pursuant to which Century Metal was required to provide certain technological know-how for use in the
facilities of CMRT; agreement between Century Metal and CMRT pursuant to which Century Metal would liaise
with and procure order for the products from the customers and agreement entered into between Century Metal
and CMRT pursuant to which Century Metal would facilitate buying, indenting or arranging the raw materials
against specific demand or instruction from CMRT. Century Metal has been substituted by our Company in each
of these agreements.
In accordance with the terms of the CMRT Joint Venture Agreement, the shareholders of CMRT and any person
directly or indirectly controlled by such shareholder will not during the term of the agreement and for a period of
three years after the termination of the agreement, directly own, maintain, operate, engage in, or have any interest,
as a shareholder, lender, advisor, consultant, employee, director, or the like, in any project, or person, or business
in the states of Karnataka and /or Tamil Nadu which is competitive with CMRT’s business, without the prior
written consent of the other shareholder. The CMRT Joint Venture Agreement shall be terminated by either the
mutual written agreement of our Company and CMRT, or if either of our Company or Toyota Tsusho hold 95%,
or more, of shareholding of CMRT.
Joint venture agreement dated November 27, 2019 between Nikkei MC Aluminium Company Limited, Japan,
our Company and certain other entities (“NCMR Joint Venture Agreement”)
Century Metal, Nikkei MC Aluminium Company Limited, Japan (“NMA”), a Japanese entity engaged in the
manufacture of wheels and an Indian entity engaged in the manufacture of aluminium alloy wheels (together, the
“Other JV Partners”) executed the NCMR Joint Venture Agreement, in order to set up our joint venture entity,
Nikkei CMR Aluminium India Private Limited (“NCMR”). NCMR was established inter alia for the purpose of
292undertaking the business of manufacturing, marketing and selling aluminium ingots, liquid and molten metal and
other products, with its first manufacturing facility being near Pune Maharashtra. Pursuant to the Scheme of
Arrangement, upon the amalgamation of Century Metal into our Company, Century Metal was substituted by our
Company in the NCMR Joint Venture Agreement.
In terms of the NCMR Joint Venture Agreement, CMRK shall work as an autonomous body, governed by its
board of directors, and shall strive to be financially independent. Once NCMR commences commercial
production, as per the NCMR Joint Venture Agreement, any customers located in a radius of 100 kilometers of
the proposed manufacturing facility in Pune (other than an exception stated therein) would be serviced through
NCMR, regardless of whether such customer is developed through Century Metal or NMA, or due to a relationship
that such parties have with the customer. Further, outside of this radius, where it is more efficient to route supplies
to a customer through NCMR than through either of Century Metal or NMA, such customer shall be serviced
through NCMR.
By the 60th day from the incorporation of NCMR, in terms of the NCMR Joint Venture Agreement, parties to the
agreement were required to subscribe to its shares in such a manner that NMA holds 60% therein, our Company
holds 26% therein, and the Other JV Partners each hold 7% therein.
The board of directors of NCMR, as per the NCMR Joint Venture Agreement, comprises five directors, including
three directors appointed by NMA, one director nominated by our Company, and one director nominated jointly
by the Other JV Partners. The post of the chairman of NCMR must held by a director appointed by NMA, and
NMA is also entitled to propose nominations for the appointment of the managing director of NCMR.
The NCMR Joint Venture Agreement may be terminated inter alia upon the mutual written agreement of our
Company and NMA, in the event NCMR is liquidated or if either of our Company or NMA cease to be a
shareholder of NCMR. Further, either our Company or NMA can unilaterally terminate the NCMR Joint Venture
Agreement by giving a written notice of 30 days to the other party, upon the occurrence of the events listed therein,
inter alia including an action by a government authority which prevents NCMR from carrying out its business for
more than 90 days, inability of the parties to enjoy their rights or privileges under the agreement due to the action
of a government authority or the passing of a resolution to liquidate NCMR at a shareholders’ meeting.
293OUR SUBSIDIARIES AND JOINT VENTURES
As on the date of this Draft Red Herring Prospectus, our Company has six Subsidiaries, namely:
(a) CMR Nikkei India Private Limited (also joint venture);
(b) CMR-Toyotsu Aluminium India Private Limited (also joint venture);
(c) CMR Welfare Foundation;
(d) CMR Aluminium India Private Limited;
(e) CMR NLM Eco Aluminium Private Limited; and
(f) CMR Green Limited Liability Company (foreign subsidiary).
As on the date of this Draft Red Herring Prospectus, our Company has three joint ventures (other than the ones
mentioned above), namely:
(a) CMR-Chiho Recycling Technologies Private Limited
(b) CMR Chiho Industries India Private Limited; and
(c) Nikkei CMR Aluminium India Private Limited
Unless stated otherwise, the details in relation to our Subsidiaries and Joint Ventures provided below are as on the
date of this Draft Red Herring Prospectus:
A. Our Subsidiaries
The details of our Subsidiaries are disclosed hereunder:
1. CMR Nikkei India Private Limited
Corporate Information
CMR Metal Industries Private Limited was originally incorporated as a private limited company on July 27, 2012
pursuant to a certificate of incorporation dated July 27, 2012. Thereafter, the name of the company was changed
to CMR Nikkei India Private Limited (“CMRN”), pursuant to a fresh certificate of incorporation consequent upon
change of name dated September 13, 2012. The registered office of CMRN is situated at Village Tatarpur, Distt.
Palwal, Faridabad- 121102, Haryana, India. The corporate identity number of CMRN is
U37100HR2012PTC046602.
Nature of business
CMRN is authorised under its memorandum of association to carry out the business of, among others,
manufacturing, assembling, exporting, distributing and dealing in all kinds of ferrous and non-ferrous metal
products, including alloy ingots, liquid and molten metal, castings, automobile components, dies and moulds,
artware, electrical and other engineering or casting goods etc. made of aluminium, zinc, copper, iron and steel,
plastic or any other ferrous, non-ferrous, metallic or non-metallic substances.
Capital structure
The authorised share capital of CMRN is ₹850,000,000 divided into 85,000,000 equity shares having a face value
of ₹10 each and its issued and paid-up equity share capital is ₹829,729,750 divided into 82,972,975 equity shares
of face value of ₹10 each.
Shareholding
The shareholding pattern of CMRN as on date of this Draft Red Herring Prospectus, is given below:
Equity share capital
294Percentage of the issued and
Number of equity
Name of the shareholder paid-up equity share capital
shares
(%)
CMR Green Technologies Limited 61,400,000 74.00
Nikkei MC Aluminium Company Limited 21,572,975 26.00
Total 82,972,975 100.00
Select financial information
Set out below are certain select financial information of CMRN for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 22,793.15 18,728.01 19,162.72
Total expenses 22,510.16 18,630.77 19,054.92
Profit after tax 280.11 134.82 150.64
Equity share capital 829.73 829.73 829.73
2. CMR-Toyotsu Aluminium India Private Limited
Corporate Information
CMR Aluminium Company Private Limited was incorporated as a private limited company, pursuant to a
certificate of incorporation dated July 4, 2012. The name of the company was changed to CMR-Toyotsu
Aluminium India Private Limited (“CMRT”), pursuant to a fresh certificate of incorporation consequent upon
change of name dated November 1, 2012. The registered office of CMRT is situated at Village Tatarpur, Distt.
Palwal, Faridabad- 121102, Haryana, India. The corporate identity number of CMRT is
U37100HR2012PTC046421.
Nature of business
CMRT is authorised under its memorandum of association to carry out the business of, among others,
manufacturing, assembling, exporting, distributing and dealing in all kinds of ferrous and non-ferrous metal
products including alloy ingots, castings, automobile components, dies and moulds, artware, electrical and other
engineering or casting goods etc. made of aluminium, zinc, copper, iron and steel, plastic or any other ferrous,
non-ferrous, metallic or non-metallic substances.
Capital structure
The authorised share capital of CMRT is ₹965,000,000 divided into 96,500,000 equity shares having a face value
of ₹10 each and its issued and paid-up share capital is ₹965,000,000 divided into 96,500,000 equity shares of face
value of ₹10 each.
Shareholding
The shareholding pattern of CMRT as on date of this Draft Red Herring Prospectus, is given below:
Equity share capital
Percentage of the issued and
Number of equity
Name of the shareholder paid-up equity share capital
shares
(%)
CMR Green Technologies Limited 67,550,000 70.00
Toyota Tsusho Corporation 28,950,000 30.00
Total 96,500,000 100.00
Select financial information
Set out below are certain select financial information of CMRT for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 15,998.12 13,777.30 12,102.03
Total expenses 15,813.86 13,666.22 11,945.76
295175.07 112.50 130.50
Profit after tax
Equity share capital 965.00 965.00 965.00
3. CMR Welfare Foundation
Corporate Information
CMR Welfare Foundation (“CMRW”) was incorporated on January 16, 2018, pursuant to certificate of
incorporation dated January 16, 2018. The registered office of CMRW is situated at 7th Floor, Tower 2, L&T
Business Park, 12/4 Delhi, Mathura Road, Faridabad- 121003, Haryana, India. The corporate identity number of
CMRW is U74994HR2018NPL117959.
Nature of business
CMRW is authorised, among others to set up educational, training institute, spent fund for the development of
rural area and slum area and to set up/promote skill development centers for imparting training, to promote,
counsel, encourage, organize, operate and consult schools, colleges for primary, secondary and higher education
in India and abroad, including professional education, engineering, medicine, management, law, education etc.
and to facilitate, initiate and help universities/institutions/schools to undertake global and Indian accreditation
initiatives for enhancing education quality output in India. CMRW is undertaking activities under the CSR policy
of our Company.
Capital structure
The authorised share capital of CMRW is ₹100,000 divided into 10,000 equity shares having a face value of ₹10
each and its issued and paid-up equity share capital is ₹100,000 divided into 10,000 equity shares of face value of
₹10 each.
Shareholding
The shareholding pattern of CMRW as on date of this Draft Red Herring Prospectus, is given below:
Equity share capital
Percentage of the issued and
Number of equity
Name of the shareholder paid-up equity share capital
shares
(%)
CMR Green Technologies Limited 9,000 90.00
Gauri Shankar Agarwala 1,000 10.00
Total 10,000 100.00
Select financial information
Set out below are certain select financial information of CMRW for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 36.25 20.18 1.75
Total expenses 31.27 18.55 2.21
Profit after tax 4.98 1.63 (0.46)
Equity share capital 0.10 0.10 0.10
4. CMR Aluminium Private Limited
Corporate Information
CMR Aluminium Private Limited (“CAPL”) was incorporated as a private limited company on January 15, 2020,
pursuant to certificate of incorporation dated January 15, 2020. The registered office of CAPL is situated at 7th
Floor, Tower 2, L&T Business Park, 12/4 Delhi, Mathura Road, Faridabad- 121003, Haryana, India. The corporate
identity number of CAPL is U27310HR2020PTC084758.
296Nature of business
CAPL is authorised under its memorandum of association to, among others, carry out the business of
manufacturing, manipulating, fabricating, assembling, designing, processing, buying, selling, importing,
exporting, and acting as factors, brokers, agents, consultants, traders and/or distributors of and dealers in, all kinds
of ferrous and non-ferrous metal products, including alloy ingots, castings, automobile components, dies and
moulds, artware, electrical and other engineering or casting goods made of aluminium, zinc, copper, iron and
steel, plastic or any other metallic or non-metallic substances.
Capital structure
The authorised share capital of CAPL is ₹340,000,000 divided into 29,500,000 equity shares having a face value
of ₹10 each and 4,500,000 optionally convertible and redeemable preference shares of ₹10 each and its issued and
paid-up equity share capital is ₹ 250,000,000 divided into 25,000,000 equity shares having a face value of ₹10
each and preference shares of ₹44,278,800 divided into 44,27,880 preference shares having face value of ₹ 10
each.
Shareholding
The shareholding pattern of CAPL as on date of this Draft Red Herring Prospectus, is given below:
Equity share capital
Percentage of the issued and
Number of equity
Name of the shareholder paid-up equity share capital
shares
(%)
CMR Green Technologies Limited 2,49,99,999 99.99
Raghav Agarwal 1 Negligible
Total 25,000,000 100.00
Percentage of the issued and
Number of
Name of the shareholder paid-up preference share
preference shares
capital (%)
CMR Green Technologies Limited 44,27,880 100.00
Total 44,27,880 100.00
Select financial information
Set out below are certain select financial information of CAPL for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 7,608.60 5,912.30 7,118.17
Total expenses 7,245.71 5,698.20 6,978.82
Profit after tax 299.29 178.21 116.14
Equity share capital 250.00 250.00
250.00
5. CMR NLM Eco Aluminium Private Limited
Corporate Information
CMR Eco Aluminium Private Limited was incorporated as a private limited company, pursuant to certificate of
incorporation dated November 1, 2021. Thereafter, the name of the company was changed to CMR NLM Eco
Aluminium Private Limited (“CNEAPL”), pursuant to a certificate of incorporation pursuant to change of name
dated July 18, 2025. The registered office of CNEAPL is situated at 7th Floor, Tower 2, L&T Business Park, 12/4
Delhi, Mathura Road, Faridabad- 121003, Haryana, India. The corporate identity number of CNEAPL is
U27320HR2021PTC098914.
Nature of business
297CNEAPL is authorised under its memorandum of association to, among other things, carry out the business of
manufacturers, manipulators, fabricators, assemblers, designers, processors, buyers, sellers, importers, exporters,
factors, brokers, agents, consultants, traders and/or distributors of and dealers in all kinds of ferrous and non-
ferrous metal products including alloy ingots, billets, castings, automobile components, dies and moulds, artware,
electrical and other engineering or casting goods etc. made of aluminium, zinc, copper, iron and steel, plastic or
any other ferrous, non-ferrous, metallic or nonmetallic substances.
Capital structure
The authorised share capital of CNEAPL is ₹1,000,000 divided into 70,000 equity shares having a face value of
₹10 each and 30,000 optionally convertible, redeemable preference shares of ₹10 each and its issued and paid-up
share capital is ₹445,550 divided into 44,555 equity shares of face value of ₹ 10 each.
Shareholding
The shareholding pattern of CNEAPL as on date of this Draft Red Herring Prospectus, is given below:
Equity share capital
Percentage of the issued and
Number of equity
Name of the shareholder paid-up equity share capital
shares
(%)
CMR Green Technologies Limited 35,644 80.00
Nippon Light Metal Company Limited 8,910 20.00
Mohan Agarwal 1 Negligible
Total 44,555 100.00
Select financial information
Set out below are certain select financial information of CNEAPL for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 3,188.75 201.15 3.78
Total expenses 3,355.94 201.85 3.72
Profit after tax (120.70) (0.80) 0.10
Equity share capital 0.10 0.10 0.10
6. CMR Green Limited Liability Company
Corporate Information
CMR Green Limited Liability Company (“CG LLC”) was incorporated as a domestic limited liability company
in United States, pursuant to certificate of organization dated August 2, 2023 issued by the Secretary of the State
of Connecticut. The principal place of business of CG LLC is situated at 120 College Street, 600 Plaza, Middlesex,
Middletown, Connecticut- 06457, United States.
Nature of business
CG LLC is inter-alia engaged in the business of recyclable material merchant wholesalers.
Capital Structure
The authorised share capital of CG LLC is USD 1,000 divided into 1,000 equity shares having a face value of
USD 1 each and its issued and paid-up share capital is USD 1,000 divided into 1,000 equity shares of face value
of USD 1 each.
Shareholding
The shareholding pattern of CG LLC as on the date of this Draft Red Herring Prospectus, is given below:
298Percentage of the issued and
Number of equity
Name of the shareholder paid-up equity share capital
shares
(%)
CMR Green Technologies Limited 1,000 100.00
Total 1,000 100.00
Select financial information
Set out below are certain select financial information of CG LLC for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations - - -
Total expenses 9.62 0.01 -
Profit after tax (9.62) (0.01) -
Equity share capital 0.08 0.08 -
B. Joint Ventures
The details of our Joint Ventures are disclosed hereunder:
1. CMR-Chiho Recycling Technologies Private Limited*
Corporate Information
CMR-Chiho Recycling Technologies Private Limited (“CMRC”) was incorporated as a private limited company
on February 1, 2019, pursuant to certificate of incorporation dated February 1, 2019. Its registered office is situated
at W-5/16, F/F (Old F-170B), Western Avenue, Sainik Farm, South Delhi, New Delhi – 110 062, Delhi, India.
The corporate identity number of CMRC is U27320DL2019PTC345386.
Nature of business
CMRC is authorised under its memorandum of association to, among other things, carry out the business of
collection, segregation processing, composting, recycling, treatment and disposal of all types of metal waste,
including electric motors.
Capital structure
The authorised share capital of CMRC is ₹73,135,000 divided into 7,313,500 equity shares of ₹10 each. The
issued, subscribed and paid-up equity share capital of CMRC is ₹73,135,000 divided into 7,313,500 equity shares
of ₹10 each.
Shareholding pattern
The shareholding pattern of CMRC as on the date of this Draft Red Herring Prospectus is given below:
Equity share capital
Number of equity Percentage of the issued and
Name of the shareholder
shares paid-up share capital (%)
CMR Green Technologies Limited 3,656,750 50.00
Chiho Environmental Global Holdings Limited 3,656,750 50.00
Total 7,313,500 100.00
Select financial information
Set out below are certain select financial information of CMRC for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations - - -
Total expenses - - -
Profit after tax - - -
299Equity share capital 73.14 73.14 73.14
*Note 43(b)- Restated Consolidated Financial Information- Notes to the Restated Consolidated Financial
Information
During the year ended March 31, 2022, the joint venture company’s operations have completely stopped, all the
inventories lying in the joint venture company were sold, the significant plant and equipment were dismantled
and some of them have been disposed to group entities of one of the Shareholder Group etc. Accordingly, pursuant
to applicable provision of the Companies Act, 2013, Memorandum and Article of Association of the joint venture
company and Joint Venture Agreement dated between CMR Green Technologies Limited and Chiho
Environmental Global Holdings Limited, the joint venture company’s Board of Directors approved the circular
resolution dated June 29, 2022 that “due to discontinuation of the joint venture company’s business operations
as on reporting date and period subsequent to the reporting date, the board do hereby pass the resolution that the
joint venture company has ceased its business operations and accordingly financial statements of the joint venture
company should be prepared on the basis that the joint venture company is not a going concern entity”.
For further details of CMR-Chiho Recycling Technologies Private Limited please see “Risk Factor – CCIIPL,
CMRC and KAPL which have been identified as a group company of the Company and CCIIPL and CMRC which
have been identified as a joint venture of the Company in terms of the SEBI ICDR Regulations, have not provided
information or any confirmations or undertakings pertaining to itself that are required to be disclosed in relation
to a company identified as a group company and/or joint venture in this Draft Red Herring Prospectus” on page
86.
2. CMR Chiho Industries India Private Limited*
Corporate Information
CMR Chiho Industries India Private Limited (“CCIIPL”) was incorporated as a private limited company on
December 12, 2019, pursuant to certificate of incorporation dated December 12, 2019. Its registered office is
situated at Unit No. 802-803, SSR Corporate Park, Sector-27B, Faridabad- 121003, Haryana, India. Its corporate
identity number is U27300HR2019PTC084126.
Nature of business
CCIIPL is authorised under its memorandum of association to, among other things, carry out the business of
collection, segregation processing, composting, recycling, treatment and disposal of all types of metal waste,
including electric motors.
Capital structure
The authorised share capital of CCIIPL is ₹144,000,000 divided into 14,400,000 equity shares of ₹10 each. The
issued, subscribed and paid-up equity share capital of CCIIPL is ₹144,000,000 divided into 14,400,000 equity
shares of ₹10 each.
Shareholding pattern
The shareholding pattern of CCIIPL as on the date of this Draft Red Herring Prospectus is given below:
Equity share capital
Number of equity Percentage of the issued and
Name of the shareholder
shares paid-up share capital (%)
CMR Green Technologies Limited 7,200,000 50.00
Chiho Environmental Global Holdings Limited 7,200,000 50.00
Total 14,400,000 100.00
Select financial information
Set out below are certain select financial information of CCIIPL for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
300Revenue from operations - - -
Total expenses - - -
Profit after tax - - -
Equity share capital 144.00 144.00 144.00
*Note 43(a)- Restated Consolidated Financial Information- Notes to the Restated Consolidated Financial
Information.
As at March 31, 2022, the joint venture company’s operations were completely stopped, the significant value of
inventories lying in the joint venture company were sold, the employees of the joint venture company were
transferred to group entities of one Shareholder Group; the significant plant and equipment were dismantled and
some of them were disposed to group entities of one of the Shareholder Group etc. Accordingly pursuant to
applicable provision of the Companies Act, 2013, Memorandum and Article of Association of the joint venture
company and Joint Venture Agreement dated 25 November 2019 between CMR Green Technologies Limited and
Chiho Environmental Global Holdings Limited, the joint venture company’s Board of Directors approved the
circular resolution dated June 29, 2022 that “due to discontinuation of the joint venture company’s business
operations as on reporting date and period subsequent to the reporting date, the board do hereby pass the
resolution that the joint venture company ceased its business operations and accordingly financial statements of
the joint venture company should be prepared on the basis that the joint venture company is not a going concern
entity”.
For further details of CMR Chiho Industries India Private Limited please see “Risk Factor – CCIIPL, CMRC and
KAPL which have been identified as a group company of the Company and CCIIPL and CMRC which have been
identified as a joint venture of the Company in terms of the SEBI ICDR Regulations, have not provided information
or any confirmations or undertakings pertaining to itself that are required to be disclosed in relation to a company
identified as a group company and/or joint venture in this Draft Red Herring Prospectus” on page 86.
3. Nikkei CMR Aluminium India Private Limited
Corporate Information
Nikkei CMR Aluminium India Private Limited (“NCMR”) was incorporated as a private limited company on
December 3, 2019, pursuant to certificate of incorporation dated December 5, 2019. Its registered office is situated
at Gat No. 1473/1, Village Shikrapur, L&T Phata- Chakan Road, Sanaswadi, Shirur, Pune- 412208, Maharashtra,
India. Its corporate identity number is U27300PN2019PTC188144.
Nature of business
NCMR is authorised under its memorandum of association to carry out in India or elsewhere, the business of
manufacturing, processing, fabricating, converting, recycling, selling, marketing, distributing, transporting,
importing and exporting all type of primary and/or secondary metal including but not limited to aluminium alloys
and secondary aluminium alloy and additives for various industrial applications.
Capital Structure
The authorised share capital of NCMR is ₹450,000,000 divided into 45,000,000 equity shares of ₹10 each. The
issued, subscribed and paid-up equity share capital of NCMR is ₹450,000,000 divided into 45,000,000 equity
shares of ₹10 each.
Shareholding pattern
The shareholding pattern of NCMR as on the date of this Draft Red Herring Prospectus is as provided below:
Equity share capital
Number of equity Percentage of the issued and
Name of the shareholder
shares paid-up share capital (%)
CMR Green Technologies Limited 11,700,000 26.00
Nikkei MC Aluminium Company Limited 27,000,000 60.00
Enkei Corporation 3,150,000 7.00
301Number of equity Percentage of the issued and
Name of the shareholder
shares paid-up share capital (%)
Enkei Wheels (India) Limited 3,150,000 7.00
Total 45,000,000 100.00
Select financial information
Set out below are certain select financial information of NCMR for the last 3 Fiscals:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 476.30 6.93 14.18
Total expenses 670.27 27.70 1.69
Profit after tax (189.74) 17.92 10.33
Equity share capital 450.00 450.00 450.00
C. Confirmations
Accumulated Profits or Losses
There are no accumulated profits or losses of any of our Subsidiaries that are not accounted for by our Company.
Business interest in our Company
As on the date of this Draft Red Herring Prospectus, none of our Subsidiaries or Joint Ventures hold Equity Shares
in our Company. Further, except as disclosed in “Summary of Offer Document- Summary of related party
transactions” and “Restated Consolidated Financial Information- Notes to the Restated Consolidated
Financial Information- Note 32- Related party disclosures” on pages 38 and 338, respectively, our Subsidiaries
do not have any (i) business interest in our Company; (ii) related business transactions with our Company.
Common pursuits
Except CMRW, all our Subsidiaries and Joint Ventures are engaged in business similar to the business of our
Company. Our Company would adopt necessary measures and practices as permitted by law and regulatory
guidelines to address any conflict situation as and when they arise.
Other confirmations
As on the date of this Draft Red Herring Prospectus, none of our Subsidiaries are listed on any stock exchange in
India or abroad.
Further, neither have any of the securities of our Subsidiaries been refused listing by any stock exchange in India
or abroad, nor have any of our Subsidiaries and Joint Ventures failed to meet the listing requirements of any stock
exchange in India or abroad, to the extent applicable.
There are no conflicts of interest between the Subsidiaries and their directors and (i) lessor of the immovable
properties (crucial for operations of the Company), and (ii) suppliers of raw materials and third-party service
providers (crucial for operations of the Company).
302OUR MANAGEMENT
Board of Directors
The Articles of Association require that our Board shall comprise of not less than three Directors and not more
than 15 Directors. As on the date of filing this Draft Red Herring Prospectus, we have eight Directors on our
Board, of whom four are Independent Directors, including one woman Director.
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 of the date of this Draft Red Herring Prospectus:
Name, designation, date of birth, address, Age Other directorships
occupation, current term, period of directorship (years)
and DIN
Mohan Agarwal 62 Indian Companies
Designation: Chairman and Managing Director 1. CMR Aluminium Private Limited
2. CMR NLM Eco Aluminium Private
Date of birth: July 12, 1963 Limited
3. CMR Nikkei India Private Limited
Address: 804-B, The Camellias, Sector- 42, 4. CMR-Toyotsu Aluminium India
Ghata, Gurgaon- 122003, Private Limited
Haryana, India 5. Material Recycling Association of
India
Occupation: Business 6. Nikkei CMR Aluminium India
Private Limited
Current term: Five years, with effect from
August 12, 2021
Foreign Companies
Period of directorship: Since August 12, 2021
Nil
DIN: 00595232
Akshay Agarwal 33 Indian Companies
Designation: Whole-time Director 1. CMR NLM Eco Aluminium
Private Limited
Date of birth: December 11, 1991 2. Nikkei CMR Aluminium India
Private Limited
Address: 804-B, The Camellias, Sector- 42, Ghata, 3. CMR Aluminium Private
Gurgaon- 122003, Haryana, India Limited
4. CMR- Toyotsu Aluminium
Occupation: Service India Private Limited
5. CMR Nikkei India Private
Current term: Five years with effect from August Limited
12, 2021, and liable to retire by rotation
Foreign Companies
Period of directorship: Since August 12, 2021
Nil
DIN: 07175149
Raghav Agarwal 31 Indian Companies
Designation: Whole-time Director 1. CMR Aluminum Private Limited
2. CMR Tech Solutions Private
Date of birth: July 21, 1994 Limited
3. CMR NLM Eco Aluminium Private
Limited
303Name, designation, date of birth, address, Age Other directorships
occupation, current term, period of directorship (years)
and DIN
Address: Flat No- 804-B, The Camellias, Sector-
42, Ghata (81), Gurgaon- 122003, Haryana, India Foreign Companies
Occupation: Service Nil
Current term: Five years with effect from August
12, 2021, and liable to retire by rotation
Period of directorship: Since August 12, 2021
DIN: 08450843
Peter Francis Amour 66 Indian Companies
Designation: Non-Executive Nominee Director* Nil
Date of birth: February 16, 1959 Foreign Companies
Address: Apartment 783, 7/F, Tower 15, 1. Able Surge Holdings Limited
Parkview Heights- HK Parkview, 88 Tai Tam 2. Adorer Limited
Reservoir Rd, Hong Kong 3. AIF Capital Asia III GP Limited
4. AIF Capital Asia IV GP Limited
Occupation: Service 5. AIF Capital Asia IV Continuation
GP Limited
Current term: Not liable to retire by rotation 6. AIF Capital Asia Management IV,
Limited
Period of directorship: Since August 20, 2021 7. AIF Capital III Designated Limited
Partner, Limited
DIN: 00071314 8. AIF Capital Innovations Limited
9. AIF Capital Limited
10. AIF Capital Partners, Limited
11. Bolgheri Limited
12. Fortune Peak Holdings Limited
13. Global Scrap Processors Limited
14. Hope Sun Holdings Limited
15. Huy Vietnam Group Limited
16. LW Capital Investments Limited
17. Rowlings Investments Limited
18. Scenery Sharp Investment Limited
19. Sonic Robust Limited
20. South Bay Investments Pty Limited
21. Spring Day Global Limited
22. Succeed Global Limited
23. Tenda Holding Limited
24. Trillion Approach Limited
25. Varina Group Limited
26. Zeeman Limited
Balvinder Kumar 68 Indian Companies
Designation: Independent Director 1. CMR Nikkei India Private Limited
2. IFFCO Kisan Sez Limited
Date of birth: February 14, 1957 3. CMR Aluminium Private Limited
Address: House Number B-41, 1st Floor Kailash Foreign Companies
Colony, Greater Kailash, Defence Colony, South
Delhi- 110048, Delhi, India Nil
304Name, designation, date of birth, address, Age Other directorships
occupation, current term, period of directorship (years)
and DIN
Occupation: Service
Current term: Five years, with effect from
August 17, 2021
Period of directorship: Since August 17, 2021
DIN: 01647940
Gyanmohan 69 Indian Companies
Designation: Independent Director 1. ACFL Home Loan Limited
2. ADI Chitragupta Finance Limited
Date of birth: July 5, 1956 3. NAV Bihar Renaissance
Foundation
Address: 323 A, Patliputra Colony, Patliputra,
Patna- 800013, Bihar, India Foreign Companies
Occupation: Service Nil
Current term: Five years, with effect from
August 17, 2021
Period of directorship: Since August 17, 2021
DIN: 07816704
Rashmi Verma 68 Indian Companies
Designation: Independent Director 1. CMR- Toyotsu Aluminium
India Private Limited
Date of birth: December 28, 1956
Address: E 12/1, 2nd Floor, E 12, Near DPS Foreign Companies
School, Vasant Vihar - 1, South West Delhi-
110057, Delhi, India Nil
Occupation: Business
Current term: Five years, with effect from
August 17, 2021
Period of directorship: Since August 17, 2021
DIN: 09268810
Girish Paman Vanvari 53 Indian Companies
Designation: Independent Director 1. Blue Jet Healthcare Limited
2. Investcorp Acquisition Corp
Date of birth: April 10, 1972 3. Aurobindo Pharma Limited
4. Menon and Menon Limited
Address: 801, Martin Nest, 9 Central Avenue, 5. Tarsons Products Limited
Santacruz (West), Mumbai- 400054, 6. Rategain Travel Technologies
Maharashtra, India Limited
Occupation: Business 7. Kolte-Patil Developers Limited
8. Himadri Speciality Chemical
Current term: Five years, with effect from Limited
August 27, 2025 9. Rungta Greentech Limited
Period of directorship: Since June 09, 2025 Foreign Companies
305Name, designation, date of birth, address, Age Other directorships
occupation, current term, period of directorship (years)
and DIN
DIN: 07376482 Nil
*Nominee of Global Scrap Processors Limited, pursuant to the Investment Agreement. For more information,
see “History and Certain Corporate Matters” on page 285.
Brief profiles of our Directors
Mohan Agarwal is the Chairman and Managing Director of our Company since August 12, 2021. He is is the
founder of the Company and associated with CMR Group since inception. He is a commerce graduate from
University of Delhi. He has also been appointed as a director on the board of Material Recycling Association of
India. He has over 31 years of experience in the aluminium alloys recycling industry. He is primarily responsible
for providing strategic leadership, shaping the long-term vision of the Company and driving sustainable growth
across business verticals. He oversees the development and execution of Company’s growth strategy focusing on
global leadership in aluminium recycling and green manufacturing.
Akshay Agarwal is a Whole-time Director of our Company. He has been associated with our Company since
August 12, 2021. He holds a bachelor’s degree in mechanical engineering (honours) from the Birla Institute of
Technology and Science, Pilani (Goa Campus). He has over 10 years of experience in the aluminium alloys
recycling industry. He is a Business Head – UBC at Sambalpur (Odissa), where he is overseeing overall business
performance, profitability and sustainability. He is responsible for articulate and review customer strategy to
maximize market share and enhanced customer experience; strive to create strong CMR brand value in both
domestic and international market and industry.
Raghav Agarwal is a Whole-time Director of our Company. He has been associated with our Company since
August 12, 2021. He is an associate member of the Institute of Chartered Accountants of India. He has over 8
years of experience in the aluminium alloys recycling industry. He is a Business Head – CMR ECO Tirupati,
where he is leading the strategic direction and operational management of the Tirupati business. He is responsible
for driving the growth of CMR Eco Green billets, with a focus on capturing the global demand for low CO e
2
aluminium products and establishing CMR as a leader in sustainable aluminium solutions. Additionally he is also
responsible for preparing and managing strategic and operational business plans, including annual budgets for
Billets, IT and commodity sales, in line with organisation’s strategic priorities.
Peter Francis Amour is the nominee Director of Global Scrap Processors Limited, on the Board of our Company.
He holds a bachelor’s degree in commerce (Accounting, Finance and Systems) and a bachelor’s degree in law,
both from the University of New South Wales, Australia. He also holds a master’s degree in law from the
University of Melbourne, Australia. He was admitted as an attorney, solicitor and proctor of New South Wales, a
solicitor of the Supreme Court of Hong Kong, and a solicitor enrolled in the Law Society of England and Wales.
He was previously on the board of Yes Bank Limited.
Balvinder Kumar is an Independent Director of our Company. He holds a master’s degree in philosophy in
botany from University of Delhi and master’s degree in science (development and administration) from University
of Birmingham. He joined the Indian Administrative Service in 1981. He is also an Independent Director on the
Board of IFFCO Kisan SEZ Limited and CMR Aluminium Private Limited.
Gyanmohan is an Independent Director of our Company. He holds a degree of bachelor’s in arts (economics)
from B.N College, Patna University and a diploma in financial services management from University of Bombay.
He is a member of the Indian Institute of Bankers. He was previously associated with IDBI Capital Markets
Services Limited, State Bank of India, Fortune financial Services (India) Limited and Power Exchange India
Limited. He is associated with ADI Chitragupta Finance Limited as a Director.
Rashmi Verma is an Independent Director of our Company. She holds a bachelor’s degree in laws from the
University of Delhi and a master’s degree in science (botany) from the University of Delhi. She is a member of
the Bar Council of Delhi. She has worked in legal roles with Bharat Heavy Electricals Limited, Punjab National
Bank and Allahabad Bank. She has over 37 years of experience in the legal field. She is an Independent Director
on the board of CMR- Toyotsu Aluminium India Private Limited.
Girish Paman Vanvari is an Independent Director of our Company. He holds a bachelor’s degree in commerce
306(financial accounting and auditing) from Narsee Monjee College of Commerce and Economics, University of
Bombay and is a qualified chartered accountant from the Institute of Chartered Accountants of India. He is a
partner at Transaction Square LLP. He was also associated with KPMG India Services LLP as a partner.
Confirmations
None of our Directors is or was a director of any listed company during the five years immediately preceding the
date of this Draft Red Herring Prospectus, whose shares are or were suspended from being traded on any stock
exchanges, during the term of their directorship in such company.
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.
None of our Directors have given any guarantees to any third party, with respect to the Equity Shares, as of the
date of this Draft Red Herring Prospectus.
None of our Directors have been identified as a Wilful Defaulter or Fraudulent Borrower, as defined under the
SEBI ICDR Regulations.
None of our Directors have been declared a fugitive economic offender, in accordance with the Fugitive Economic
Offenders Act, 2018.
None of our Directors are prohibited from accessing the capital market or debarred from buying, selling or dealing
in securities under any order or direction passed by SEBI or any securities market regulator in any other
jurisdiction or any other authority/ court.
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, 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
None of our Directors are debarred from accessing the capital market by SEBI.
None of our Directors are promoters or directors of any other company which is debarred from accessing the
capital market by SEBI.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of our Company) and our Directors.
There is no conflict of interest between the lessor of the immovable properties (which are crucial for operations
of our Company) and our Directors.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of our Company) and our Company.
Except as disclosed in the section “Our Promoters and Promoter Group” on page 327, there is no conflict of
interest between the lessor of the immovable properties (which are crucial for operations of our Company) and
our Company.
Except as disclosed below, none of our Directors are persons appearing in the list of directors of struck-off
companies by the relevant registrar of companies or the MCA.
Name of individual Name of entity struck off
Mohan Agarwal Nikkei CMR India Private Limited
CTA Trading Private Limited
Peter Francis Amour* AIF Capital (India) Private Limited
Akshay Agarwal Nikkei CMR India Private Limited
Balvinder Kumar Bharat Handloom Marketing Company Limited
* Peter Francis Amour was not a director of AIF Capital (India) Private Limited at the time of its striking off, as he had
307resigned from the board of directors on November 18, 2013.
Relationships between our Directors, Key Managerial Personnel and Senior Management
Except for Mohan Agarwal who is the father of Akshay Agarwal and Raghav Agarwal and Raghav Agarwal and
Akshay Agarwal who are brothers, none of our Directors are related to each other or to any of our Key Managerial
Personnel or Senior Management.
Arrangement or understanding with major Shareholders, customers, suppliers or others
Except Peter Francis Amour, who is appointed as a nominee of Global Scrap Processors Limited pursuant to the
provisions of the Investment Agreement, none of our Directors have been selected or appointed on our Board
pursuant to any arrangement with our major shareholders, customers, suppliers or others. For details regarding
the Investment Agreement, see “History and Certain Corporate Matters – Details of shareholders’ agreements”
on page 289.
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 the resolution passed by the Board of Directors dated May 18, 2024 and Shareholders’ resolution dated May
24, 2024 passed by our Shareholders, our Board may borrow as and when required from any bank and/or other
financial institutions and/or foreign lender and/or any body corporate/entity/entities and/or authorities either in
rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed
appropriate by our Board, an aggregate amount not exceeding a sum of ₹15,000 million (notwithstanding that the
monies to be borrowed, together with the monies already borrowed by our Company (apart from the temporary
loans obtained from the Company’s bankers in the ordinary course of business), may exceed the aggregate, for
the time being, of the paid up share capital of our Company, its free reserves.
Terms of appointment of our Directors
a) Terms of employment of our Executive Directors
Mohan Agarwal, Chairman and Managing Director
Mohan Agarwal was appointed as our Managing Director pursuant to the resolution passed by our Board
on September 2, 2021 and our Shareholders on September 4, 2021, for a period of five years with effect
from August 12, 2021 and was designated as the Chairman of our Board pursuant to a resolution passed
by our Board on September 2, 2021. He receives remuneration from our Company in accordance with the
Board resolution dated May 18, 2024 and the Shareholders’ resolution approved in their general meeting
held on May 24, 2024. The details of the remuneration that Mohan Agarwal is entitled to and the other
terms of his employment are enumerated below:
(₹ in million)
Category Remuneration
Basic 19.46
Provident Fund 2.33
Club Contribution 0.0036
Total 21.80
Perquisites Car and driver salary
Other Employment benefits As per policy of the Company
Akshay Agarwal, Whole-time Director
Akshay Agarwal was appointed as a Whole-time Director of our Company pursuant to the resolution
passed by our Board on September 2, 2021 and our Shareholders on September 4, 2021, for a period of
five years with effect from August 12, 2021, subject to retirement by rotation. He receives remuneration
308from our Company in accordance with the Board resolution dated May 18, 2024 and the Shareholders’
resolution approved in their general meeting held on May 24, 2024. The details of the remuneration that
Akshay Agarwal is entitled to and the other terms of his employment are enumerated below:
(₹ in million)
Category Remuneration
Basic 5.24
Provident Fund 0.62
Group Medical Policy 0.04
Club Contribution 0.0036
Total 5.92
Perquisites Furnished accommodation, electricity charges, car and driver
salary, rent free accommodation
Other Employment benefits As per policy of the Company
Raghav Agarwal, Whole-time Director
Raghav Agarwal was appointed as a Whole-time Director of our Company pursuant to the resolution
passed by our Board on September 2, 2021 and our Shareholders on September 4, 2021 for a period of five
years with effect from August 12, 2021, subject to retirement by rotation. He receives remuneration from
our Company in accordance with the Board resolution dated May 18, 2024 and the resolution of our
shareholders approved in their general meeting held on May 24, 2024.. The details of the remuneration that
Raghav Agarwal is entitled to and the other terms of his employment are enumerated below:
(₹ in million)
Category Remuneration
Basic 5.24
Provident Fund 0.62
Group Medical Policy 0.04
Club Contribution 0.0036
Total 5.92
Perquisites Car and Driver salary
Other Employment benefits As per policy of the Company
b) Sitting fees and commission to Non-Executive Directors and Independent Directors
Pursuant to a resolution of our Board dated September 2, 2021, our Non-Executive Directors and
Independent Directors are entitled to receive sitting fees of ₹ 0.10 million and ₹ 0.05 million for attending
each meeting of our Board and the committees constituted of the Board respectively, including attendance
through video conferencing. Further, our Non-Executive Directors and Independent Directors may be paid
commission and reimbursement of expenses as permitted under the Companies Act and the SEBI Listing
Regulations.
Payment or benefit to Directors of our Company
Compensation paid to our Directors
a) Executive Directors
The table below sets forth the details of the gross remuneration (including sitting fees, salaries, commission
and perquisites, professional fee, consultancy fee, if any) received by our Executive Directors from our
Company in Fiscal 2025:
Sr. No. Name of the Executive Director Remuneration for Fiscal 2025
(₹ in million)
1. Mohan Agarwal 22.97
2. Akshay Agarwal 10.26
3. Raghav Agarwal 6.27
b) Non-Executive Directors
309The table below sets forth the details of the gross remuneration (including sitting fees, salaries, commission
and perquisites, professional fee, consultancy fee, if any) received by our Non-Executive Directors from our
Company in Fiscal 2025:
Sr. No. Name of the Non-Executive Director Remuneration for Fiscal 2025
(₹ in million)
1. Peter Francis Amour Nil
2. Balvinder Kumar 0.68
3. Gyanmohan 0.75
4. Rashmi Verma 0.60
5. Girish Paman Vanvari* Nil
6. Satpal Kumar Arora** 0.65
*Girish Paman Vanvari has been appointed as an Independent Director on June 09, 2025. Accordingly,
he has not been paid remuneration during Fiscal 2025.
**Satpal Kumar Arora has resigned as an Independent Director w.e.f. May 29, 2025
Remuneration paid or payable to our Directors from Subsidiaries
Except Balvinder Kumar who was paid a sitting fees of ₹ 0.22 million by CMR Nikkei India Private Limited (one
of our Subsidiaries), none of our Directors have received or were entitled to receive any remuneration, sitting fees
or commission from any of our Subsidiaries in Fiscal 2025.
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.
The table below sets forth details of Equity Shares held by the Directors as on date of this Draft Red Herring
Prospectus:
Name No. of Equity Shares Percentage Shareholding (%)
Mohan Agarwal 9,38,54,881 42.85
Akshay Agarwal 21,905,549 10.00
Raghav Agarwal 21,905,549 10.00
Total 137,665,979 62.85
Interest of Directors
All our Directors may be deemed to be interested to the extent of fees and commission, if any, payable to them
for attending meetings of our Board or a committee thereof, as well as to the extent of other remuneration,
commission and reimbursement of expenses, if any, payable to them by our Company. Mohan Agarwal, Akshay
Agarwal and Raghav Agarwal may be deemed to be interested to the extent of remuneration and reimbursement
of expenses, if any, paid to them for services rendered as officers of our Company. For further details, see
“Payment or benefit to Directors- Terms of employment of our Executive Directors” on page 308.
Our Executive Directors may also be regarded as interested to the extent of the Equity Shares, if any, held by them
or by their immediate relatives, if any, and to the extent of any dividend payable to them and other distributions
in respect of such Equity Shares. For further details regarding the shareholding of our Directors, see “Capital
Structure” and “– Shareholding of Directors in our Company” on pages 114 and 310 respectively.
310Our Directors may be deemed to be interested to the extent of certain related party transactions that were
undertaken with them by our Company. Our Directors may also be deemed to be interested in the contracts,
agreements/arrangements entered into or to be entered into by our Company in the normal course of business with
any company in which they hold directorships or any partnership firm in which they are partners. For further
details, see ‘Restated Consolidated Financial Statements – 338– Related Party Transactions’ on page 441.
Some of our Directors may hold positions as directors on the board of directors of our Subsidiaries, Joint
Ventures and Group Companies.
All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be
entered into by our Company with any company which is promoted by them or in which they hold directorships
or any partnership firm in which they are partners as declared in their respective capacity.
Except to the extent of amounts received by one of our Directors for the Equity Shares offered by them pursuant
to the Offer for Sale, there is no material existing or anticipated transaction whereby our Directors will receive
any portion of the proceeds from the Offer.
(i) Interest in the promotion or formation of our Company:
Except Mohan Agarwal, Raghav Agarwal and Akshay Agarwal, who are our Promoters, none of our
Directors have any interest in the promotion or formation of our Company.
(ii) Interest in property acquired or proposed to be acquired by our Company:
Except as disclosed in the section “Our Promoters and Promoter group” on page 327 our Directors do
not have any interest in any property acquired by our Company in the three (3) preceding years as on the
date of this Draft Red Herring Prospectus or proposed to be acquired by it.
(iii) Interest in any transaction for acquisition of land, construction of building, supply of machinery:
Our Directors do not have any interest in any transaction for acquisition of land, construction of building,
supply of machinery.
(iv) Interest of our Directors in being a member of a firm or company:
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors
or to the firms or companies in which they are interested, by any person, either to induce them to become,
or to help them qualify as a Director, or otherwise for services rendered by them or by the firm or company
in which they are interested, in connection with the promotion or formation of our Company.
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 Date of Change Reasons
Resignation as an Independent
Satpal Kumar Arora May 29, 2025
Director
Appointment as Additional Director
Girish Paman Vanvari June 9, 2025
(Independent)
Note – Excludes any regularisation of appointment of directors and changes in designation
Loans to Directors
No loans have been availed by our Directors from our Company.
Bonus or profit-sharing plan of the Directors
Our Company does not have any bonus or profit-sharing plan for its Directors.
Corporate Governance
311The corporate governance provisions of the SEBI Listing Regulations will be applicable to us immediately upon
the listing of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of the
applicable regulations, including the SEBI Listing Regulations, the Companies Act and the SEBI ICDR
Regulations, in respect of corporate governance including constitution of our Board and committees thereof, as
applicable. The corporate governance framework is based on an effective independent Board and constitution of
the Board committees, as required under law.
Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. Our
Board functions either as a full board or through various committees constituted to oversee specific operational
areas.
As on the date of filing this Draft Red Herring Prospectus, we have eight Directors on our Board, of whom four
are Independent Directors, including one woman Director.
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:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders’ Relationship Committee
(d) Corporate Social Responsibility Committee; and
(e) Risk Management Committee.
For purposes of the Offer, our Board has also constituted an IPO Committee.
Details of each of these committees are as follows:
(a) Audit Committee
The Audit Committee was constituted by a resolution of our Board dated September 2, 2021 and was
reconstituted on August 27, 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 Director Position in the Committee Designation
Gyanmohan Chairperson Independent Director
Mohan Agarwal Member Chairman and Managing Director
Girish Paman Vanvari Member Independent Director
The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows:
Powers of 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; and
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
312(5) such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of financial reporting process and the disclosure of financial information relating to the
Company to ensure that the financial statements are correct, sufficient and credible;
(2) recommendation to the Board 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 and modification 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) reviewing, with the management, the annual financial statements and auditor’s report thereon before
submission to the Board for approval, with particular reference to:
a. Matters required to be included in the director’s responsibility statement to be included in the Board’s
report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; 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 utilized for purposes other
than those stated in the Offer document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified
institutions placement, and making appropriate recommendations to the Board to take up steps in this
matter. This also includes monitoring the use/application of the funds raised through the proposed
initial public offer by the Company;
(9) reviewing and monitoring the statutory 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 Regulation
2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act,
2013.
313(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) 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;
(20) reviewing the functioning of the whistle blower mechanism;
(21) establishing a vigil mechanism for directors and employees to report their genuine concerns or
grievances;
(22) 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;
(23) 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;
(24) approve the disclosure of the key performance indicators to be disclosed in the documents in relation
to the initial public offering of the equity shares of the Company;
(25) carrying out any other functions required to be carried out by the Audit Committee as contained in the
SEBI Listing Regulations or any other applicable law, as and when amended from time to time;
(26) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders;
(27) Reviewing the utilization of loans and/or advances from/investment by the Company in the subsidiary
exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans/advances/investments;
(28) To carry out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or the SEBI Listing Regulations or by any other regulatory
authority; and
(29) Approval of payment to statutory auditors for any other services rendered by the statutory auditors of
the Company.
Further, the Audit Committee shall mandatorily review the following information:
314a) Management discussion and analysis of financial condition and results of operations;
b) Management letters / letters of internal control weaknesses issued by the statutory auditors;
c) Internal audit reports relating to internal control weaknesses;
d) The appointment, removal and terms of remuneration of the chief internal auditor;
e) 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.
The Company Secretary of our Company shall serve as the secretary of the Audit Committee.
(b) Nomination and Remuneration Committee
The Nomination and Remuneration committee was constituted by a resolution of our Board dated September
2, 2021, and was re-constituted pursuant to a resolution of our Board dated August 27, 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:
Name of Director Position in the Committee Designation
Balvinder Kumar Chairperson Independent Director
Rashmi Verma Member Independent Director
Girish Paman Vanvari Member Independent Director
Peter Francis Amour Member Non-Executive Nominee 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:
The role of the Nomination and Remuneration Committee shall be 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 (“Board” or “Board of Directors”) 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) For every appointment of an independent director, it shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such evaluation, prepare a
description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable candidates, the 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.
(ii) 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;
315(iii) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(iv) 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. Formulation of criteria for evaluation of independent directors and the Board;
3. Devising a policy on diversity of Board;
4. 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);
5. Analysing, monitoring and reviewing various human resource and compensation matters;;
6. 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;
7. Review and recommend to the Board, manpower plan/ budget and sanction of new senior management
positions from time to time in the future;
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;
Explanation: The expression senior management means the officers and personnel of the Company who
are members of its core management team excluding Board of Directors and also comprising all members
of management one level below the chief executive officer or managing director or whole time director
or manager (including chief executive officer and manager, in case they are not part of the Board of
Directors), and specifically including the functional heads, by whatever name called and the company
secretary and the chief financial officer.
10. Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws;
11. 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, as amended;
12. 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, as
amended; and
b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as
applicable.;
13. 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, including rules or regulations
formulated thereunder, or by the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, including rules or regulations formulated
thereunder, or by any other applicable law or regulatory authority;
31614. Authorize to obtain advice, reports or opinions from internal or external counsel and expert advisors;
15. Perform such functions as are required to be performed by the Compensation Committee under the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2022;
16. Administering 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, 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.
17. Construing and interpreting 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”) 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;
18. Ensure proper induction program for new directors, key managerial personnel and senior management
and review its effectiveness along-with ensuring that on appointment, they receive a formal letter of
appointment in accordance with guidelines provided under the Companies Act;
31719. Develop a succession plan for our Board and senior management and regularly reviewing the plan;
20. Ensure that it proactively maintains a balance between fixed and incentive pay reflecting short and long
term performance objectives appropriate to the working of the Company; and
21. Consider and determine the Remuneration Policy based on performance and also bearing in mind that
the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and
such other factors as the Nomination and Remuneration Committee shall deem appropriate.
(c) Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated September 9,
2021. 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 Director Position in the Committee Designation
Rashmi Verma Chairperson Independent Director
Balvinder Kumar Member Independent Director
Raghav Agarwal Member Whole-time 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:
9. To specifically look into various aspects of interests of shareholders, debentures holders and other
security holders;
2. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
3. Reviewing of measures taken for effective exercise of voting rights by shareholders;
4. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;
5. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all
the requirements related to shares, debentures and other securities from time to time;
6. Reviewing 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;
7. Reviewing of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the Company;
8. Resolving grievances of debenture holders related to creation of charge, payment of interest/principal,
maintenance of security cover and any other covenants; and
9. 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.
(d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by a resolution of our Board dated September
2, 2021. The current constitution of the Corporate Social Responsibility Committee is as follows:
318Name of Director Position in the Committee Designation
Gyanmohan Chairperson Independent Director
Rashmi Verma Member Independent Director
Akshay Agarwal Member Whole-time Director
The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of
the Companies Act, 2013. Its terms of reference are as follows:
(i) formulate and recommend to the Board, a “Corporate Social Responsibility Policy”, including any
amendments thereto, 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;
(ii) review and recommend the amount of expenditure to be incurred on the activities referred to in (i) above
and the distribution of the same to various corporate social responsibility programmes undertaken by the
Company;
(iii) review and monitor the implementation of the Corporate Social Responsibility Policy from time to time,
and make any revisions therein as and when decided by the Board and issue necessary directions as
required for proper implementation and timely completion of corporate social responsibility
programmes;
(iv) identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
(v) provide explanation to the Board if the Company fails to spend the prescribed amount within the financial
year;
(vi) the Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual
action plan in pursuance of its CSR Policy, which shall include the following:
(a) 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;
(b) the manner of execution of such projects or programmes as specified in the rules notified under the
Companies Act;
(c) the modalities of utilisation of funds and implementation schedules for the projects or programmes;
(d) monitoring and reporting mechanism for the projects or programmes; and
(e) details of need and impact assessment, if any, for the projects undertaken by the Company.
Provided that the Board may alter such plan at any time during the financial year, as per the
recommendation of its CSR Committee, based on the reasonable justification to that effect;
(vii) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
(viii) 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;
(ix) provide updates to our Board at regular intervals of six months on the corporate social responsibility
activities; and
(x) 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 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, or other applicable laws.
(e) Risk Management Committee
319The Risk Management Committee was constituted by a resolution of our Board dated September 9, 2021. The
current constitution of the Risk Management Committee is as follows:
Name of Director Position in the Committee Designation
Mohan Agarwal Chairperson Chairman and Managing Director
Balvinder Kumar Member Independent Director
Gyanmohan Member Independent Director
The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI
Listing Regulations. Its terms of reference are as follows:
10. To formulate a detailed risk management policy covering risk across functions and plan integration
through training and awareness programmes which shall include:
(a) A framework for identification of internal and external risks specifically faced by the listed entities, in
particular including financial, operational, sectoral, sustainability (particularly environmental, social and
governance related risks), information, cyber security risks or any other risk as may be determined by
the Risk Management Committee;
(b) Measures for risk mitigation including systems and processes for internal control of identified risks; and
(c) Business continuity plan
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
3. To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
4. To periodically review the risk management policy, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;
5. To approve the process for risk identification and mitigation;
6. To decide on risk tolerance and appetite levels, recognizing contingent risks, inherent and residual risks
including for cyber security;
7. To monitor the Company’s compliance with the risk structure. Assess whether current exposure to the
risks it faces is acceptable and that there is an effective remediation of non-compliance on an on-going
basis;
8. To approve major decisions affecting the risk profile or exposure and give appropriate directions;
9. To consider the effectiveness of decision making process in crisis and emergency situations;
10. To generally, assist the Board in the execution of its responsibility for the governance of risk;
11. To keep the Board informed about the nature and content of its discussions, recommendations and actions
to be taken;
12. The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to
review by the Risk Management Committee;
13. To review and assess the risk management system and policy of the Company from time to time and
recommend for amendment or modification thereof;
13. To implement and monitor policies and/or processes for ensuring cyber security;
14. To review and recommend potential risk involved in any new business plans and processes;
32015. To review the Company’s risk-reward performance to align with the Company’s overall policy
objectives;
16. To monitor and review regular updates on business continuity;
17. The Risk Management Committee shall have powers to seek information from any employee, obtain
outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it
considers necessary;
18. The Risk Management Committee shall coordinate its activities with other committees, in instances
where there is any overlap with activities of such committees, as per the framework laid down by the
board of directors;
19. To advise the Board with regard to risk management decisions in relation to strategic and operational
matters such as corporate strategy; and
20. Performing such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law
or by any other regulatory authority.”
321Management organization chart
322Key Managerial Personnel
In addition to Mohan Agarwal, Akshay Agarwal and Raghav Agarwal, Executive Directors of our Company,
whose details are provided in “– Brief profiles of our Directors” on page 306 the details of our other Key
Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set forth below:
Yugal Kishor Garg is the Chief Financial Officer of our Company. He has been associated with our Company
since 2025. He has qualified the examination conducted by the Institute of Chartered Accountants of India. He is
primarily responsible for managing the financial operations of our Company. He has over 20 years of experience
in the field of accounting and finance. He was previously associated with Himalayan Crest Power Limited,
Spentex Industries Limited, Jagat Agro Commodities Private Limited, Shree Laxmi Flavours LLP (A Gopal
Group Company), Synergy Advanced Metals Limited. As he was appointed in Fiscal 2026, hence he did not
receive any remuneration in Fiscal 2025.
Srishti Saxena is the Company Secretary and Compliance Officer of our Company. She has been associated with
our Company since 2023. She holds a degree of bachelor’s in commerce (Honours) from University of Delhi and
is an associate member of the Institute of Company Secretaries of India. She is primarily responsible for
overseeing and ensuring secretarial compliance in our Company. She has over 10 years of post-qualification
experience in handling secretarial compliances. She was previously associated with Manpower Group Services
India Private Limited (deputed at NTPC limited) and BG Wind Power Limited as a Company Secretary. She has
received a remuneration of ₹ 1.40 million in Fiscal 2025.
Senior Management
In addition to Chief Financial Officer and Company Secretary and Compliance Officer of our Company, whose
details are provided in “Key Managerial Personnel” above on page 323 the details of our other Senior
Management are set forth below:
Deepak Kumar is the Chief Procurement Officer (Procurement and Exports) of our Company. He was associated
with Century Metal since July 25, 2006 and became an employee of our Company pursuant to the Scheme of
Arrangement. He holds a bachelor’s degree in commerce from Maharshi Dayanand University, Rohtak. He has
over 19 years of experience in the field of procurement. He is responsible for the overseeing all trading decisions
with suppliers and conclude deals for supply of raw material of our Company. He received a remuneration of ₹
10.57 million from our Company in Fiscal 2025.
Puneesh Lamba is the Chief Information Officer of our Company. He has been associated with our Company
since March 19, 2024. He holds a bachelor degree in engineering (Mechanical) from Maharshi Dayanand
University, Rohtak. He has over 20 years of experience in the field of engineering. He is responsible for driving
the implementation of the IT Security policy and periodically review the policy and system and ensure minimal
security breaches in our Company. Prior to joining our Company, he was associated with Escorts Limited,
Genpact, Punj Lloyd Limited, Bilt Graphic Paper Products Limited. He received a remuneration of ₹8.00 million
from our Company in Fiscal 2025.
Sanjay Kumar Singh is the Chief Human Resource Officer of our Company. He was associated with Century
Metal since October 17, 2020, and became an employee of our Company pursuant to the Scheme of Arrangement.
He holds a post graduate diploma in industrial relations and personnel management from Bhartiya Vidya Bhavan.
He has completed a master’s in arts, social work from Kashi Vidyapith, Varanasi. He is responsible for engaging
in policy and process formulation and review major initiatives across recruitment, performance engagement,
learning, career pathing function of our Company. Prior to joining our Company, he was associated with
Renusagar Power Company Limited, Hindalco Industries Limited, Welspun India Limited, Welspun Corp.
Limited. He has over 21 years of experience in the field of human resources. He received a remuneration of ₹10.48
million from our Company in Fiscal 2025.
Shreechandra Singh Rana is the Chief Operating Officer of our Company. He has been associated with Century
Metal since June 20, 2011, and became an employee of our Company pursuant to the Scheme of Arrangement.
He has completed a diploma course in electrical engineering from Board of Technical Education, Uttar Pradesh.
He was elected as a senior technician in the Institution of Engineers (India). He is responsible for the delivering
and improving on key strategic objectives including bottom-line focus, emphasis on quality, adherence to project
timelines of our Company. He has over 40 years of experience in the field of engineering. Prior to joining our
Company, he was associated with Shriram Bearings Limited, Shriram Honda Power Equipment Limited, Omax
323Autos Limited, Flex Industries Limited, Escorts Limited, Eicher Farm Machinery Limited and AEY Key Tan and
Vessels Private limited. He received a remuneration of ₹5.00 million from our Company in Fiscal 2025.
Relationships between our Key Managerial Personnel and Senior Management
Except as set out in “– Relationships between our Directors, Key Managerial Personnel and Senior
Management” on page 308 none of our Key Managerial Personnel and Senior Management are related to each
other or to the Directors of our Company.
Arrangements and understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel and Senior Management have been selected pursuant to any
arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others.
Changes in the Key Managerial Personnel and Senior Management in the past three years
Except as mentioned below, and as specified in “– Changes to our Board in the last three years” on page 311,
there have been no changes in the Key Managerial Personnel in the last three years:
Name Designation Date of change Reason
Lohit Chhabra Company Secretary January 10, 2023 Cessation as Company Secretary
Satish Kumar
Chief Financial Officer March 31, 2023 Cessation as Chief Financial Officer
Kaushik
Appointment as Chief Financial
Ajay Bansal Chief Financial Officer April 8, 2023
Officer
Ajay Bansal Chief Financial Officer May 10, 2023 Cessation as Chief Financial Officer
Sonam Garg Company Secretary June 16, 2023 Appointment as Company Secretary
Sonam Garg Company Secretary October 24, 2023 Cessation as Company Secretary
Satish Kumar Appointment as Chief Financial
Chief Financial Officer January 20, 2024
Kaushik Officer
Srishti Saxena Company Secretary January 20, 2024 Appointment as Company Secretary
Satish Kumar
Chief Financial Officer June 6, 2024 Cessation as Chief Financial Officer
Kaushik
Virender Kumar Appointment as Chief Financial
Chief Financial Officer May 21, 2025
Shimar Officer
Virender Kumar
Chief Financial Officer August 27, 2025 Cessation as Chief Financial Officer
Shimar
Appointment as Chief Financial
Yugal Kishor Garg Chief Financial Officer August 27, 2025
Officer
Chief Information Appointment as Chief Information
Puneesh Lamba March 19, 2024
Officer Officer
Except as disclosed in the table above, there was no attrition in our Key Managerial Personnel and Senior
Management in the last three years.
Status of our Key Managerial Personnel and Senior Management
As on the date of this Draft Red Herring Prospectus, all our Key Managerial Personnel and Senior Management
are permanent employees of our Company.
Service contracts with our Key Managerial Personnel and Senior Management
Our Key Managerial Personnel and Senior Management are governed by the terms of their respective employment
letters/ resolutions of our Board on their terms of appointment. Other than statutory benefits upon termination of
324their employment in our Company on retirement, none of our Key Managerial Personnel or Senior Management
have entered into a service contract with our Company, entitling them to any benefits upon termination of
employment.
Retirement and termination benefits
Our Key Managerial Personnel 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 is entitled to any benefit upon termination
of employment or superannuation.
Shareholding of the Key Managerial Personnel and Senior Management
Other than the shareholding of Mohan Agarwal, Akshay Agarwal and Raghav Agarwal in our Company, as
disclosed under “– Shareholding of Directors in our Company” on page 310 none of our other Key Managerial
Personnel and Senior Management hold any Equity Shares in our Company.
Contingent and deferred compensation payable to our 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 or Senior Management
Certain of our Key Managerial Personnel are entitled to receive variable pay, as a percentage of the profits of
our Company. Other than the same, our Company has no profit-sharing plan in which the Key Managerial
Personnel participate. Our Company makes bonus payments to our Key Managerial Personnel and Senior
Management, in accordance with their terms of appointment.
Interest of our Key Managerial Personnel and Senior Management
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 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.
There is no conflict of interest between the suppliers of raw materials and third party service providers (crucial
for operations of our Company) and the Key Managerial Personnel and Senior Management of our Company.
There is no conflict of interest between the lessor of the immovable properties, (crucial for operations of our
Company) and the Key Managerial Personnel and Senior Management of our Company.
Except as disclosed under ‘Our Management - Interest of Directors’, and ‘Restated Consolidated Financial
Statements - Note 32 - Restated Statement of Related Party Disclosures’ on pages 310 and 338, our Directors,
Key Managerial Personnel and members of Senior Management do not have any interest in our Company.
Further, except to the extent of shareholding of our Key Managerial Personnel, as disclosed in Our Management
– Shareholding of Directors in our Company’ on page 310 none of our Key Managerial Personnel have any
direct interest in our Company.
Employee Stock Option Plan
Our Company has formulated the ESOP Scheme 2025. As of the date of this Draft Red Herring Prospectus, no
options have been granted under the ESOP Scheme 2025. For further details of the ESOP Scheme 2025, see
‘Capital Structure - Employee Stock Option Plan’ on page 127.
325Payment or benefits to our Key Managerial Personnel and Senior Management (non-salary related) in
the preceding two years
No amount or benefit (non-salary related) has been paid or given to any of our Company’s officers, Key
Managerial Personnel and Senior Management within the two preceding years from the date of filing of this Draft
Red Herring Prospectus, or is intended to be paid or given to our Company’s officers, Key Managerial Personnel
and Senior Management, other than in the ordinary course of their employment.
326OUR PROMOTERS AND PROMOTER GROUP
The Promoters of our Company are Mohan Agarwal, Pratibha Agarwal, Akshay Agarwal and Raghav Agarwal.
As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 182,015,759 Equity Shares,
representing 83.10% of the issued, subscribed and paid-up Equity Share capital of our Company.
Sr. Name of the Promoter Number of Equity Shares Percentage of the pre- Offer
No. Equity Share capital (%)
1 Mohan Agarwal 93,854,881 42.85
2 Pratibha Agarwal 44,349,780 20.25
3 Akshay Agarwal 21,905,549 10.00
4 Raghav Agarwal 21,905,549 10.00
Total 182,015,759 83.10
For details, see “Capital Structure – Details of Shareholding of our Promoters and members of the Promoter
Group in the Company – Build-up of the Promoters’ shareholding in our Company” on page 121.
Details of our Promoters
Mohan Agarwal Mohan Agarwal, aged 62 years, is one of our Promoters and the Chairman
and Managing Director of our Company. For the complete profile of Mohan
Agarwal, along with details of his date of birth, personal address,
educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, business and financial
activities, other ventures and special achievements, see “Our Management
– Board of Directors” on page 303
His permanent account number is ADEPA0100C.
Pratibha Agarwal, aged 57 years, is one of our Promoters. Details of her date
Pratibha Agarwal of birth and address are as follows:
Date of Birth: July 27, 1968
Address: 804-B, The Camellias, Gurugram, Ghata, Gurgaon Haryana -
122003
Other than her association with our Company, she is a home maker.
Her permanent account number is AAHPA4205A.
Akshay Agarwal, aged 34 years, is one of our Promoters and the Whole-
Akshay Agarwal time Director of our Company. For the complete profile of Akshay Agarwal,
along with details of his date of birth, personal address, educational
qualifications, experience in the business or employment, position/posts
held in the past, directorships held, business and financial activities, other
ventures and special achievements, see “Our Management – Board of
Directors” on page 303.
His permanent account number is ASKPA1351N.
327Raghav Agarwal
Raghav Agarwal, aged 31 years, is one of our Promoters and the Whole-
time Director of our Company. For the complete profile of Raghav Agarwal,
along with details of his date of birth, personal address, educational
qualifications, experience in the business or employment, position/posts
held in the past, directorships held, business and financial activities, other
ventures and special achievements, see “Our Management – Board of
Directors” on page 303.
His permanent account number is BFHPA6740L.
Our Company confirms that the permanent account number, bank account number, passport number, Aadhaar
card number and driving license number of our Promoters, as applicable, will be submitted to the Stock Exchanges
at the time of filing the Draft Red Herring Prospectus.
Change in control of our Company
There has been no change in the control of our Company in the five years immediately preceding the date of this
Draft Red Herring Prospectus.
Interests of Promoters
(a) Our Promoters are interested in our Company: (i) to the extent that they are the Promoters of our Company;
(ii) to the extent of their respective shareholding in our Company, their directorship in our Company and the
dividends payable, if any, and any other distributions in respect of their respective shareholding in our
Company or the shareholding of their relatives in our Company. For details of the shareholding of our
Promoters in our Company, see “Capital Structure” beginning on page 114. Additionally, our Promoters
may be interested in transactions entered by our Company with them, their relatives or other entities (i) in
which our Promoters hold shares, directly or indirectly; (ii) which are controlled by our Promoters. For
further details, see “Related Party Transactions” beginning on page 441.
(b) Mohan Agarwal, Akshay Agarwal and Raghav Agarwal may also be deemed to be interested to the extent
of remuneration, benefits, reimbursement of expenses, and commission payable to them, if any as a Director
on our Board. For further details, see “Our Management” on page 303.
(c) Except as disclosed below, there is no conflict of interest between the lessors of immovable properties
(crucial for operations of our Company) and our Promoters and members of our Promoter Group.
(d) 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 Promoters and members of our Promoter Group.
(e) Further, certain of our Promoters are interested to the extent of rent received by them in lieu of properties
taken on lease by us from them. For instance, our Promoter and Chairman and Managing Director, Mohan
328Agarwal is interested to the extent he receives rent from our Company for the premises at 804-B, The
Camellias, Gurugram, Ghata, Gurgaon Haryana- 122003, which is provided by us to Gauri Shankar
Agarwala (member of the Promoter Group) as rent free accommodation. Rent of ₹26.70 million was paid to
Mohan Agarwal for residence of Gauri Shankar Agarwala.
(f) Except as disclosed below and in the section “Restated Consolidated Financial Information- Notes to the
Restated Consolidated Financial Information- Note 32- Related party disclosures” on page 338, our
Promoters do not have 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 it, or in any transaction by our
Company for acquisition of land, construction of building or supply of machinery:
Our Company and our Promoter Akshay Agarwal are joint owners of the following property- DLF Dahlias,
107A, The DLF Dahlias, Sector 54, Gurugram- 122011, Haryana (“Dahlias 107A Property”). Akshay
Agarwal has entered into an Agreement for Sale dated August 27, 2025 with our Company for acquiring our
Company’s ownership interest in the said Dahlias 107A Property by September 30, 2026 or any other date
as mutually agreed between the parties. Total consideration for transfer of ownership will be higher of the
following: (i) fair value of the Dahlias Property as in the date of transfer; or (ii) cost of our Company i.e.,
₹83.45 million being the amount equivalent to initial payment plus any payment made by our Company to
the builder post signing of this agreement.
Our Company and our Promoter Raghav Agarwal are joint owners of the following property- DLF Dahlias,
107B, The DLF Dahlias, Sector 54, Gurugram- 122011, Haryana (“Dahlias 107B Property”). Raghav
Agarwal has entered into an Agreement for Sale dated August 27, 2025 for acquiring our Company’s
ownership interest in the said Dahlias 107B Property by September 30, 2026 or any other date as mutually
agreed between the parties. Total consideration for transfer of ownership will be higher of the following: (i)
fair value of the Dahlias 107B Property as in the date of transfer; or (ii) cost of our Company i.e., ₹83.45
million being the amount equivalent to initial payment plus any payment made by our Company to the
builder post signing of this agreement.
For further details, see “Restated Consolidated Financial Information- Notes to the Restated Consolidated
Financial Information- Note 32- Related party disclosures” on page 338.
(g) No sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which any
of our Promoters are interested as a member, in cash or shares or otherwise by any person, either to induce
them to become, or qualify them as a Director, or otherwise for services rendered by them or by such firm
or company in connection with the promotion or formation of our Company.
(h) All our Promoters are related to each other. For further details, see “Our Management- Relationship
between our Directors, Key Managerial Personnel and Senior Management” on pages 308 and “-
Promoter Group- Natural persons forming part of the Promoter Group” on page 330.
(i) Except as disclosed in “Our Management- Board of Directors- Other Directorships”, our Promoters do
not have any interest in any venture that is involved in any activities similar to those conducted by our
Company. Further, Raghav Agarwal is the chief financial officer of CMR-Toyotsu Aluminium India Private
Limited.
Companies or firms with which our Promoters have disassociated in the last three years
Our Promoters have not disassociated themselves from any companies or firms in the three years preceding the
date of this Draft Red Herring Prospectus.
Payment or Benefits to Promoters or Promoter Group
Except in the ordinary course of business and as disclosed in “Our Management- Terms of appointment of
Directors” and “Restated Consolidated Financial Information- Notes to the Restated Consolidated Financial
Information- Note 32- Related party disclosures” on pages 308 and 338, respectively, there has been no payment
or benefits given 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.
329Material Guarantees
Our Promoters have not provided any material guarantees to third parties including with respect to the Equity
Shares of our Company.
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
The natural persons who are part of the Promoter Group, other than our Promoters, are as follows:
Name of the Promoter Name of member of Promoter Relationship with our Individual
Group Promoters
Mohan Agarwal Gauri Shankar Agarwala Father
Kalawati Agarwal Mother
Pratibha Agarwal Spouse
Akshay Agarwal Son
Raghav Agarwal Son
Rajni Bagla Sister
S Sangeeta Peeti Sister
Nirmala Tulsyan Sister
Shyam Sunder Poddar Spouse’s Father
Pankaj Poddar Spouse’s Brother
Puneet Poddar Spouse’s Brother
Pratibha Agarwal Shyam Sunder Poddar Father
Mohan Agarwal Spouse
Akshay Agarwal Son
Raghav Agarwal Son
Pankaj Poddar Brother
Puneet Poddar Brother
Gauri Shankar Agarwala Spouse’s Father
Kalawati Agarwal Spouse’s Mother
Rajni Bagla Spouse’s Sister
S Sangeeta Peeti Spouse’s Sister
Nirmala Tulsyan Spouse’s Sister
Akshay Agarwal Mohan Agarwal Father
Pratibha Agarwal Mother
Mandakini Agarwal Spouse
Anvica Agarwal Daughter
Raghav Agarwal Brother
Rajiv Bajaj Spouse’s Father
Neelam Bajaj Spouse’s Mother
Vasundhra Bajaj Kohli Spouse’s Sister
Raghav Agarwal Mohan Agarwal Father
Pratibha Agarwal Mother
Ekas Agarwal Spouse
Akshay Agarwal Brother
Harvinder Singh Spouse’s Father
Benita H Singh Spouse’s Mother
Avraj Singh Spouse’s Brother
Harjas Singh Spouse’s Sister
Entities forming part of the Promoter Group
The entities forming part of our Promoter Group are as follows:
330Sr
Name of Promoter Group Member
No.
1. Akshay Agarwal Family Private Trust
2. CMR Tech Solutions Private Limited
3. GS Agarwala Family Private Trust
4. Gauri Shankar Agarwala (HUF)
5. GSK Partners
6. K Agarwal Family Private Trust
7. KGS Partners
8. KGS Partners LLP
9. Mohan Agarwal (HUF)
10. Raghav Agarwal Family Private Trust
11. Sanjivani Metal Trading Private Limited
331GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term ‘group companies’ for the purpose of disclosure in this Draft
Red Herring Prospectus, includes:
(i) such companies (other than promoters and subsidiary/ subsidiaries) with which there were related party
transactions, during the period for which the Restated Consolidated Financial Information has been
included in this Draft Red Herring Prospectus i.e., Fiscal 2025, Fiscal 2024 and Fiscal 2023, as covered
under applicable accounting standards, and
(ii) any other companies considered material by the Board, pursuant to the Materiality Policy.
Accordingly, for (i) above, all such companies (other than the Subsidiaries) with which our Company has had
related party transactions during the period covered in the Restated Consolidated Financial Information, as covered
under the applicable accounting standards, shall be considered as Group Companies.
For the purposes of (ii) above, our Board in its meeting held on August 27, 2025 has adopted the Materiality Policy
and has considered group companies of our Company to be such companies (other than companies covered under
(i) above) that are a part of the Promoter Group (in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations),
with which there were transactions with our Company in the last three financial years, as per the Restated
Consolidated Financial Information of our Company to be included in the Offer Documents (“Test Period”) which
individually or in the aggregate, exceed 10% of the total consolidated revenue from operations of our Company
from the Test Period.
Accordingly, based on the parameters outlined above, the following companies have been identified as our Group
Companies as on the date of this Draft Red Herring Prospectus:
1. Toyota Tsusho Corporation
2. Sanjivani Metal Trading Private Limited
3. CMR Chiho Industries India Private Limited
4. CMR-Chiho Recycling Technologies Private Limited
5. CMR Tech Solutions Private Limited
6. Kent Industrial Park Private Limited
7. Toyota Tsusho India Private Limited
8. Nikkei MC Aluminium Co., Ltd.
9. Nikkei CMR Aluminium India Private Limited
10. Kataria Automobile Private Limited
11. Nippon Light Metal Co., Ltd.
Details of our Group Companies
1. Toyota Tsusho Corporation
Registered office
Its registered office is situated at 9-8, Meieki 4-chome, Nakamura-ku, Nagoya 4508575, Japan.
Financial information
The financial information derived from the audited financial statements (consolidated) of Toyota Tsusho
Corporation for the last three Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, are
available at our Company’s website at https://cmr.co.in/shareholder-relation/.
2. Sanjivani Metal Trading Private Limited
Registered office
Its registered office is situated at 7th Floor, Tower 2, L&T Business Park, 12/4 Delhi, Mathura Road,
Faridabad- 121003, Haryana, India.
332Financial information
The financial information derived from the audited financial statements of Sanjivani Metal Trading Private
Limited for the last three Fiscals 2024, 2023 and 2022 as required by the SEBI ICDR Regulations, are
available at our Company’s website at https://cmr.co.in/shareholder-relation/.
3. CMR Chiho Industries India Private Limited
Registered office
Its registered office is situated at Unit No. 802-803, SSR Corporate Park, Sector-27B, Faridabad- 121003,
Haryana, India.
For further details of CMR Chiho Industries India Private Limited please see “Risk Factor – CCIIPL,
CMRC and KAPL which have been identified as a group company of the Company and CCIIPL and
CMRC which have been identified as a joint venture of the Company in terms of the SEBI ICDR
Regulations, have not provided information or any confirmations or undertakings pertaining to itself that
are required to be disclosed in relation to a company identified as a group company and/or joint venture
in this Draft Red Herring Prospectus” on page 86.
4. CMR-Chiho Recycling Technologies Private Limited
Registered office
Its registered office is situated at W-5/16, (Old F-170b), Western Avenue, Sainik Farm, New Delhi 110 062,
India.
For further details of CMR-Chiho Recycling Technologies Private Limited please see “Risk Factor –
CCIIPL, CMRC and KAPL which have been identified as a group company of the Company and CCIIPL
and CMRC which have been identified as a joint venture of the Company in terms of the SEBI ICDR
Regulations, have not provided information or any confirmations or undertakings pertaining to itself that
are required to be disclosed in relation to a company identified as a group company and/or joint venture
in this Draft Red Herring Prospectus” on page 86.
5. CMR Tech Solutions Private Limited
Registered office
Its registered office is situated at 7th Floor, Tower 2, L&T Business Park, 12/4 Delhi, Mathura Road,
Faridabad- 121003, Haryana, India.
Financial information
The financial information derived from the audited financial statements of CMR Tech Solutions Private
Limited for the last three Fiscals 2025, 2024, and 2023, as required by the SEBI ICDR Regulations, are
available at our Company’s website at https://cmr.co.in/shareholder-relation/.
6. Kent Industrial Park Private Limited
Registered office
Its registered office is situated at 202 S/F, Kataria Arcade, B/S Adani School, Survey No. 195 to 212, TPS-
84/B, D.A.B. School, Makarba, Ahmedabad- 380051, Gujarat, India.
Financial information
The financial information derived from the audited financial statements of Kent Industrial Park Private
Limited for the last three Fiscals 2024, 2023 and 2022 as required by the SEBI ICDR Regulations, are
available at our Company’s website at https://cmr.co.in/shareholder-relation/.
3337. Toyota Tsusho India Private Limited
Registered office
Its registered office is situated at Plot No. 33 & 34, Bidadi Industrial Area, Ramanagara Taluk & District,
Ramanagara, Bangalore Rural- 562109, Karnataka, India.
Financial information
The financial information derived from the audited financial statements (standalone and consolidated) of
Toyota Tsusho India Private Limited for the last three Fiscals- 2024, 2023 and for Fiscal 2025 from unaudited
financial statements, as required by the SEBI ICDR Regulations, are available at our Company’s website at
https://cmr.co.in/shareholder-relation/.
8. Nikkei MC Aluminium Co., Ltd.
Registered office
Its registered office is situated at 1-1-13, Shimbashi, Minato-ku, Tokyo 1058681, Japan.
Financial information
The financial information derived from the audited financial statements of Nikkei MC Aluminium Co., Ltd.
for the last three Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, are available at
our Company’s website at https://cmr.co.in/shareholder-relation/.
9. Nikkei CMR Aluminium India Private Limited
Registered office
Its registered office is situated at Gat No. 1473/1, Village Shikrapur, L&T Phata-Chakan Road, Sanaswadi,
Shirur, Pune- 412208, Maharashtra, India.
Financial information
The financial information derived from the audited financial statements of Nikkei CMR Aluminium India
Private Limited for the last three Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations,
are available at our Company’s website at https://cmr.co.in/shareholder-relation/.
10. Kataria Automobiles Private Limited
Registered office
Its registered office is situated at Ground Floor, Kataria Arcade, Nr. Adani School, Off. S.G. Highway,
Makarba, Ahmedabad- 380051, Gujarat, India
Financial information
The financial information derived from the audited financial statements of Kataria Automobiles Private
Limited for the last three Fiscals 2024, 2023 and 2022 as required by the SEBI ICDR Regulations, are
available at our Company’s website at https://cmr.co.in/shareholder-relation/.
11. Nippon Light Metal Co., Ltd.
Registered office
Its registered office is situated at 1-1-13, Shimbashi, Minato-ku, Tokyo 105-8681, Japan
Financial information
334The financial information derived from the audited financial statements of Nippon Light Metal Co. Ltd. for
the last three Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, are available at our
Company’s website at https://cmr.co.in/shareholder-relation/.
Common pursuits among Group Companies
As on the date of this Draft Red Herring Prospectus, except for CMR Chiho Industries India Private Limited,
Sanjivani Metal Trading Private Limited, CMR-Chiho Recycling Technologies Private Limited, Nikkei CMR
Aluminium India Private Limited, Toyota Tsusho Corporation, Nikkei MC Aluminium Co. Ltd., and Nippon
Light Metal Co., Ltd. none of the Group Companies are pursuing any business activities similar to that of our
Company. Our Company would adopt necessary measures and practises as permitted by law and regulatory
guidelines to address any conflict situation as and when they arise.
Litigation
Our Group Companies are not a party to any pending litigations which will have a material impact on our
Company.
Nature and extent of interest of our Group Companies
Interest in the promotion of our Company
None of our Group Companies have any interest in the promotion of our Company.
Interest in the properties acquired by our Company in the preceding three years before filing of this Draft Red
Herring Prospectus or proposed to be acquired by our Company.
Our Group Companies are not interested, directly or indirectly, in the properties acquired by our Company in the
three preceding years before the filing of this Draft Red Herring Prospectus or proposed to be acquired by our
Company.
Interest in transactions for acquisition of land, construction of building, or supply of machinery
Our Group Companies are not interested, directly or indirectly, in any transactions for acquisition of land,
construction of building or supply of machinery, with our Company.
Related business transactions within the group and their significance on the financial performance of our
Company
Other than the transactions disclosed in the section “Financial Information- Note 32” on page 338, there are no
other business transactions between our Company and Group Companies, which are significant to the financial
performance of our Company.
Business interest of our Group Companies in our Company
Except in the ordinary course of business and as disclosed in section “Financial Information- Note 32”– on page
338, our Group Companies do not have any business interest in our Company.
Other Confirmations
(i) Our Group Companies have not made any public or rights issue (as defined under the SEBI ICDR
Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus.
(ii) None of the securities of our Group Companies have been refused listing by any stock exchange in India
or abroad during the last 10 years, nor have our Group Companies failed to meet the listing requirements
of any stock exchange in India or abroad.
(iii) Except for Toyota Tsusho Corporation which is listed on the Tokyo stock exchange, none of our Group
Companies are listed on any stock exchange.
335Except as disclosed in the section “Our Promoters and Promoter Group- Interest of Promoters” on page 328,
(iv) There are no conflicts of interest between our Group Companies (including their respective directors) and
any lessors of immovable properties (which are crucial for operations of the Company).
(v) There are no conflicts of interest between our Group Companies (including their respective directors) and
any suppliers of raw materials (which are crucial for operations of the Company).
336DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, subject to the provisions of the Articles of Association, the
Companies Act, read with the rules notified thereunder, each as amended and other applicable law, and the
Dividend Distribution Policy (“Dividend Policy”) of our Company may be reviewed and amended periodically
by our Board, in accordance with the same.
The Dividend Policy was approved and adopted by our Board in its meeting held on August 27, 2025. In terms of
the Dividend Policy, the dividend, if any paid, will depend on a number of internal and external factors, which
amongst others, include capital requirements, profits, cash flows, contractual obligations and growth and
expansion plans.
Our Company has not declared any dividends on the Equity Shares during the period from April 1, 2025 until the
date of this Draft Red Herring Prospectus and in the Fiscals 2025, 2024 and 2023.
Any future determination as to the declaration and payment of dividends will be at the discretion of our Board
and will depend on factors that our Board deems relevant, including but not limited to earning stability, contractual
obligations, applicable legal restrictions, overall financial position of our Company, macroeconomic and business
conditions and other factors considered relevant by the Board. In addition, our ability to pay dividends may be
impacted by a number of other factors, including restrictive covenants under the loan or financing documents our
Company is currently a party to or may enter into from time to time, to finance our fund requirements for our
business activities. For further details, see “Financial Indebtedness” on page 483. Our Company may pay
dividend by cheque, or electronic clearance service, as will be approved by our Board in the future. Our Board
may also declare interim dividend from time to time.
337SECTION V – FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
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338339340341342343344345346347348CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
1. Corporate Information
CMR Green Technologies Limited (‘the Parent Company’) is a company domiciled and incorporated in India under the
provisions of the Companies Act applicable in India.
The Restated Consolidated summary statement relate to the Parent company and its subsidiaries (collectively hereinafter
referred to as “Group”) and its joint ventures.
The Group is engaged in the business of manufacturing and selling of aluminium based die cast alloys and zinc alloys in
India. The Group is also engaged in the business of segregation and sale of metal scrap as a part of manufacturing process
(with a specific focus on stainless steel, brass, copper and zinc).
These Restated Consolidated summary statements were approved for issue in accordance with a resolution of the Board of
Directors of the Parent Company in their meeting held on August 27, 2025.
2.1 Basis of preparation
The Restated Consolidated Summary Statements of the Group, its joint ventures and associates comprise of the Restated
Consolidated Summary Statements of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023,
the Restated Consolidated Summary Statement of Profit and Loss (including other comprehensive income), the Restated
Consolidated Summary Statement of Change in Equity, the Restated Consolidated Summary Statement of Cash Flow
for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and significant accounting policies and
explanation notes (collectively, the Restated Consolidated Summary Statements’ or Statements’).
These Restated Consolidated Summary Statements (‘Summary Statements or Statements’) have been prepared by the
management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended, issued by the Securities and Exchange Board of India (SEBI) on 11
September 2018, in pursuance of the Securities and Exchange Board of India Act, 1992 (the “ICDR Regulations”) in
connection with its proposed initial public offering of equity shares of face value of Rs. 2 each of the Parent Company
comprising fresh issue of equity shares and an offer for sale of equity shares held by the selling shareholders (the “offer”),
prepared by the Parent Company in terms of requirement of:
a) Section 26 of Part 1 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 (the “ICDR Regulations”); and
c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
These Restated Consolidated Financial Information have been compiled by the Management of the Group from the
audited consolidated financial statements of the Group as at and for the year ended March 31, 2025, March 31, 2024
and March 31, 2023 prepared in accordance with the 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 from time
to time and other accounting principles generally accepted in India.
These consolidated summary statements have been prepared on accrual basis except certain subsidy income and interest on
delayed payment from customers which are accounted when the right to receive subsidy from the Government and when
there is no significant uncertainty regarding the ultimate collection of the relevant subsidy and such interest from customers
(refer note 3.5 & 3.6 below) and under the historical cost convention except for certain financial assets and financial liabilities
which have been measured at fair value as per the requirements of the Ind AS;
a) Derivative financial instruments (refer accounting policy regarding financial instruments in Note 3.19)
b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments in
Note 3.18)
The consolidated financial statements are presented in INR, and all values are rounded to the nearest million (INR
00,000), except when otherwise indicated.
349CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
The Group has prepared the financial statements on the basis that it will continue to operate as a going concern.
The consolidated summary statements provide comparative information in respect of the previous period.
2.2 Basis for Consolidation
These Restated Consolidated Summary statements comprise the Restated Consolidated Summary statements of the
Parent Company, its subsidiaries, associates and joint ventures.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee
if and only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when
the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts
and circumstances in assessing whether it has power over an investee, including:
• The contractual arrangement with the other vote holders of the investee
• Rights arising from other contractual arrangements
• The Group’s voting rights and potential voting rights
• The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting
rights holders
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control
over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses
of a subsidiary acquired or disposed of during the year are included in the Restated Consolidated summary statements
from the date the Group gains control until the date the Group ceases to control the subsidiary.
The Restated Consolidated Summary statements are prepared using uniform accounting policies for like transactions
and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted
in the Restated Consolidated Summary statements for like transactions and events in similar circumstances, appropriate
adjustments are made to that Group member’s Restated Consolidated Summary statements in preparing the Restated
Consolidated Summary statements to ensure conformity with the Group’s accounting policies.
The Restated Consolidated Summary statements have been prepared on the following basis:
a) The financial statements of the subsidiary companies used in the consolidation are drawn upto the same reporting date
as that of the group.
b) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its
subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and
liabilities recognised in the Restated Consolidated Summary statements at the acquisition date.
c) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity
of each subsidiary.
d) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such
as inventory and fixed assets, are eliminated in full).
350CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
2.3 Investment in joint ventures and associates
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights
to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which
exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The considerations made in determining whether significant influence are similar to those necessary to determine control
over the subsidiaries.
The Group’s investments in its joint ventures are accounted for using the equity method. Under the equity method, the
investment in joint ventures is initially recognized at cost. The carrying amount of the investment is adjusted to
recognize changes in the Group’s share of net assets of the joint venture since the acquisition date. Goodwill relating to
the joint venture is included in the carrying amount of the investment and is not tested for impairment individually.
The restated statement of profit and loss reflects the Group’s share of the results of operations of the joint venture. Any
change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change
recognized directly in the equity of the joint venture, the Group recognizes its share of any changes, when applicable,
in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Group and
the joint venture are eliminated to the extent of the interest in the joint venture.
The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the statement of profit and
loss outside operating profit.
The restated summary statements of the joint ventures are prepared for the same reporting period as the Group. When
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
3. Summary of significant accounting policies and Changes in Accounting policies & disclosures
The accounting policies, as set out below, have been consistently applied, by the Group, to all the years presented in the
Restated Consolidated Summary Statements except as mentioned in note 3.1 and 3.19 of Annexure V below:
3.1 New and amended standards and interpretations
The Ministry of Corporate Affairs (“MCA”) has carried out amendments which are effective for annual periods
beginning on or after 1 April 2021 to the following accounting standards. The effect on adoption of following mentioned
amendments had no impact on the Restated Consolidated Summary statements. The Group has not early adopted any
standards or amendments that have been issued but are not yet effective.
(i) Ind AS 117: Insurance Contracts; The Ministry of corporate Affairs (MCA) notified the Ind AS 117, Insurance
Contracts, vide notification dated 12 August 2024, under the Companies (Indian Accounting Standards) Amendment
Rules, 2024, which is effective from annual reporting periods beginning on or after 1 April 2024.
(ii) Amendment to Ind AS 116 Leases – Lease Liability in a Sale and Leaseback; The MCA notified the Companies
(Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to
Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and
leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the
right of use it retains.
351CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
The amendment is effective for annual reporting periods beginning on or after 1 April 2024 and must be applied
retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116.
The amendment does not have a material impact on the Group’s financial statements.
3.2 Current versus non-current classification
Bases on the time involved between the acquisition of the assets for processing and their realization in cash and cash
equivalent, the Company has identified twelve months as its operating cycle for determining current and non-current
classification of assets and liabilities in the balance sheet.
3.3 Foreign currencies
The Group’s Restated Consolidated Summary statements are presented in INR, which is also the Group’s functional
currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates
at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses average rate if
the average approximates the actual rate at the date of the transaction.
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 Restated Consolidated statement of 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).
3.4 Fair value measurements
The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.
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 Group.
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 Group 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.
352CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
All assets and liabilities for which fair value is measured or disclosed in the Restated Consolidated Summary statements
are categorized within the following fair value hierarchy 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 Restated Consolidated Summary statements on a recurring basis, the
Group 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.
The Group’s management determines the policies and procedures for both recurring fair value measurement, such as
derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such
as assets held for distribution in discontinued operation.
External valuers are involved for valuation of significant assets, and significant liabilities, if any.
At each reporting date, the management analyses the movements in the values of assets and liabilities which are required
to be re-measured or re-assessed as per the Group’s accounting policies. For this analysis, the management verifies the
major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and
other relevant documents.
The management, in conjunction with the Group’s external valuers, also compares the change in the fair value of each
asset and liability with relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant
notes.
3.5 Revenue from contract with customers
Revenue from contracts with customers is recognised when control of the goods are transferred to the customer at an
amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls the
goods before transferring them to the customer.
Sale of products
Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the customer.
Amounts disclosed as revenue are net of returns and allowances, trade discounts and rebates. The Group collects Goods
& Service Tax (GST)/ on behalf of the government and therefore, these are not economic benefits flowing to the Group.
Hence, these are excluded from the revenue.
Variable consideration includes trade discounts, volume rebates and incentives, etc. The Group estimates the variable
consideration with respect to above based on an analysis of accumulated historical experience. The Group adjusts
estimate of revenue at the earlier of when the most likely amount of consideration expected to receive changes or when
the consideration becomes fixed.
353CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
Sale of services
Revenue from job work in process is recognised by reference to the stage of completion. Stage of completion is
measured by reference to job work in process at the year end and is recognized at measured value of conversion charges.
The Group collects service tax/ GST on job work on behalf of the government and, therefore, it is not an economic
benefit flowing to the Group. Hence, it is excluded from revenue.
Interest income
Interest income is recorded using the effective interest rate (EIR) method. 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 gross carrying amount of the financial asset.
Interest income on delayed payment from customers is recognised when there is no significant uncertainty regarding
the ultimate collection of such interest from customers.
Rental income
Rental income arising from operating leases is accounted for on a straight-line basis over the lease terms.
Export incentive
Export entitlements in the form of advance license, Duty Drawback and MEIS (Merchandise Exports from India
Scheme) are recognised in the statement of profit and loss when the right to receive credit as per the terms of the scheme
is established in respect of exports made and when there is no significant uncertainty regarding the ultimate collection
of the relevant export proceeds.
3.6 Government grant
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic
basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates
to an asset, it is recognised as income on a systematic basis.
3.7 Income Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities in accordance with the Income Tax Act, 1961 enacted in India. The tax rates and tax laws used to compute
the amount are those that are enacted or substantively enacted, at the reporting date in India.
Current income tax relating to items 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 other comprehensive
income or directly in equity. Management periodically evaluates positions taken in the income tax returns with respect
to situations in which applicable tax regulations are subject to interpretations and considers whether it is probable that
a taxation authority will accept an uncertain tax treatment. The Group shall reflect the effect of uncertainty for each
uncertain tax treatment by using either most likely method or expected value method, depending on which method
predicts better resolution of the treatment.
Deferred tax
Deferred tax is provided using the liability method 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 recognized for all taxable temporary differences, except:
(a) When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss.
(b) In respect of taxable temporary differences associated with investments in subsidiaries and joint venture, when
the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
354CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and
any unused tax losses, if any. Deferred tax assets are recognized 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 utilized, except:
(a) When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss.
(b) In respect of deductible temporary differences associated with investments in subsidiaries and joint venture,
deferred tax assets are recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the temporary differences
can be utilised.
The carrying amount of deferred tax assets and MAT credit entitlement 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 utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized 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
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at
the reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in ‘OCI’ or in
equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set
off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income
taxes levied by the same taxation authority.
3.8 Property, plant and equipment (‘PPE’)
An item of PPE is recognised as an asset, if and only if, it is probable that the future economic benefits associated with
the item will flow to the Group and its cost can be measured reliably.
Capital work in progress and PPE are initially recognised at cost net of accumulated depreciation, if any. The initial cost
of PPE comprises its purchase price (including non-refundable duties and taxes and excluding any trade discounts and
rebates), and any directly attributable cost of bringing the asset to its working condition and location for its intended
use.
Subsequent to initial recognition, freehold land is carried at historical cost and other items of PPE are stated at cost less
accumulated depreciation and any impairment losses. When significant parts are required to be replaced at regular
intervals, the Group recognises such parts as separate component of assets and depreciates separately based on their
specific useful life. When an item of PPE is replaced, then its carrying amount is de-recognised from the balance sheet
and cost of the new item of PPE is recognised.
The expenditures those are incurred after the item of PPE is available for use, such as repairs and maintenance, are
charged to the statement of profit and loss in the period in which such costs are incurred. However, in situations where
such expenditure can be measured reliably, and is probable that future economic benefits associated with it will flow to
the Group, it is included in the asset’s carrying value or as a separate asset, as appropriate.
Depreciation on PPE is provided on straight line basis using the rates as specified in Part C of Schedule II of the
Companies Act, 2013, as set out below except for certain components of plant and machinery useful lives of which have
been taken as 8-9 years based on independent assessment of professionals undertaken by Group’s management.
355CMR Green Technologies Limited
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Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
Asset Useful life
Roads 05-10 years
Office and non-factory Building 60 years
Factory Buildings 30 years
Plant and equipment 05-25 years
Office equipment 05 years
Computers 03 years
Servers 06 years
Furniture and fixtures (including leasehold 10 years
improvements)
Vehicles 08 years
The assets acquired pursuant to Scheme of Arrangement are being depreciated over their balance useful lives on straight
line basis after considering the rates specified in Part C of schedule II of the Companies Act 2013.
Lease hold improvements are depreciated on a straight line basis over the useful life of asset or the unexpired lease
period ranging from 2.5 to 10 years, whichever is lower.
Individual items of property, plant and equipment costing up to Rs. 10,000/- is charged to the statement of profit and
loss in the year in which it is purchased or acquired.
The identified components are depreciated separately over their useful lives; the remaining components are depreciated
over the life of principal asset.
The useful lives, residual values and depreciation method of PPE are reviewed, and adjusted appropriately, at each
reporting date. The effect of any change in the estimated useful lives, residual values and / or depreciation method are
accounted for prospectively, and accordingly the depreciation is calculated over the PPE’s remaining revised useful life.
The cost and the accumulated depreciation for PPE sold, scrapped, retired or otherwise disposed off are de-recognized
from the balance sheet and the resulting gains / (losses) are included in the statement of profit and loss within other
expenses / other income.
Transition to
On transition to , the Group has elected to continue with the carrying value of all its property, plant and equipment
recognized at April 01, 2020 measured as per the previous GAAP and use that carrying value as the deemed cost of the
property, plant and equipment and capital work-in-progress.
The cost of capital work-in-progress is presented separately in the balance sheet.
3.9 Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition
criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Group
depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in
profit or loss as incurred.
Though the Group measures investment property using cost based measurement, the fair value of investment property is
disclosed in the annexures.
356CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn
from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds
and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.
3.10 Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Software is capitalised
at the amounts paid to acquire the respective license for use and is amortised over the period of license not exceeding
six years from the date when the asset is available for use.
The amortisation expense on intangible assets is recognised in the statement of profit and loss on straight line basis over
the estimated useful lives of intangible assets from the date they are available for use. The amortisation period and the
amortisation method for an intangible asset with a finite useful life are reviewed at each balance sheet date. If expected
useful life is significant different from previous assessment, the change in useful life is made on a prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is
derecognised.
Transition to
On transition to , the Group has elected to continue with the carrying value of all its intangible assets recognised at April
01, 2020 measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets
including goodwill. (Refer Note 8 &9)
3.11 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that
an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the
extent regarded as an adjustment to the borrowing costs.
3.12 Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal
and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be
identified, an appropriate valuation model is used.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately
for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations
generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project
future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent
budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate
for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-
term average growth rate for the products, industries, or country or countries in which the entity operates, or for the
market in which the asset is used. Impairment losses, if any, are recognized in Statement of Profit and Loss as a
component of depreciation and amortisation expense.
357CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited to the
extent the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that
would have been determined, net of depreciation or amortisation, had no impairment loss been recognised for the asset
in prior years. Such reversal is recognized in the statement of profit and loss when the asset is carried at the revalued
amount, in which case the reverse is treated as a revaluation increase.
3.13 Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases
of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing
the right to use the underlying assets.
i) Right of use assets:
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less
any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease
term and the estimated useful lives of the assets, as follows:
Particulars Life in years
Offices 1.33 to 4.00 years
Factory land and building 3.17 to 9.00 years
Guest Houses/Residential Building 6.00 to 7.00 years
Leasehold Land 90 years
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies 3.12 on Impairment of non-
financial assets.
ii) Lease liabilities
At the commencement date of the lease or date of transition to , whichever is earlier, the Group recognises lease
liabilities measured at the present value of lease payments to be made over the lease term. The lease payments are fixed
payments.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments
made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease
term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used
to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
358CMR Green Technologies Limited
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Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
The Group’s lease liabilities are disclosed separately in the balance sheet (see Annexure 31).
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases except in case of lease contracts
with related parties since there exist economic incentive for the Group to continue using the leased premises for a period
longer than the 11 months and considering the contract is with the related parties, it does not foresee non-renewal of the
lease term for future periods, thus basis the substance and economics of the arrangements, management believes that
under 116, the lease terms in the arrangements with related parties have been determined considering the period for
which management has an economic incentive to use the leased asset (i.e. reasonable certain to use the asset for the said
period of economic incentive). Such assessment of incremental period is based on management assessment of various
factors including the remaining useful life of the asset as on the date of transition. The management has assessed period
of arrangements with related parties as 5 to 6 years as at April 01, 2020. Lease payments on short-term leases and leases
of low-value assets are recognised as expense on a straight-line basis over the lease term.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified
as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant
lease. Contingent rents are recognised as revenue in the period in which they are earned.
3.14 Inventories
Inventories are valued at the lower of cost and net realisable value in accordance with Ind AS 2 – Inventories.
Raw materials, traded goods and stores and spares are valued at lower of cost and net realizable value. However,
materials and other items held for use in the production of inventories are not written down below cost if the finished
products in which they will be incorporated are expected to be sold at or above cost. Cost of raw materials and traded
goods is determined on the basis of weighted average basis. However, inventory pertaining to stores & spares are valued
at cost.
During the year, the group changed its inventory cost formula for raw material and traded goods from FIFO to weighted
average method to provide more reliable and relevant information. The change has been accounted for in accordance
with Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, and its impact is not material,
therefore has not been accounted in the financial statements of current year.
Finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and direct labour and
a proportion of manufacturing overheads based on normal operating capacity. Cost is determined on a moving weighted
average basis.
Inventories qualifying as hedged items in a fair value hedge relationship are adjusted for the hedging gain or loss on
hedged item in accordance with Ind AS 109 – Financial Instruments.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion
and estimated costs necessary to make the sale.
3.15 Provisions
General
Provisions are recognised when the Group 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.
When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense
relating to a provision is presented in the Statement of Profit and Loss, net of any reimbursement.
359CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
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.
Provisions are recognised when the Group 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 in accordance with Ind AS 37 – Provisions, Contingent
Liabilities and Contingent Assets..
When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense
relating to a provision is presented in the Statement of Profit and Loss, net of any reimbursement. although the provision
and the related reimbursement asset are presented separately in the financial statements in the Statement of Profit and
Loss.
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 and the
reversal is recognised in the Statement of Profit and Loss in the same line item where the original provision was
recorded.
3.16 Contingent Liabilities and assets
Contingent liabilities are disclosed 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 events not wholly within
the control of the Group 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.
Contingent assets are disclosed in the consolidated financial statements only when an inflow of economic benefits is
probable.
3.17 Employee benefits
The Group’s employee benefits mainly include wages, salaries, bonuses, contribution to plans, defined benefit plans
and compensated absences. The employee benefits are recognised in the year in which the associated services are
rendered by the Group’s employees.
i. Defined contribution plans – Provident fund
Provident fund
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a
separate entity and has no obligation to pay any further amounts. The Group makes specified monthly contributions
towards provident fund which are defined contribution plans. The Group has no obligation, other than the contribution
payable to the funds. The Group recognises contribution payable to the fund scheme in the statement of profit and loss,
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 prepayment will lead
to, for example, a reduction in future payment or a cash refund.
360CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
ii. Defined benefit plans - Gratuity
The Group's gratuity benefit scheme is a defined benefit plan. The Group’s net obligation in respect of defined benefit
plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in
the current and prior periods; this benefit is discounted to determine its present value. Any unrecognised past service
costs and the fair value of any plan assets are deducted. The calculation of the Group’s obligation under this plan is
performed annually by a qualified actuary using the projected unit credit method.
Re-measurements comprising of actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable)
are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other
comprehensive income in the period in which they occur. Re-measurements are not reclassified to profit or loss in
subsequent periods.
All other expenses related to defined benefit plans are recognised in statement of profit and loss as employee benefit
expenses. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the
curtailment or settlement occurs. Curtailment gains and losses are accounted for as past service costs.
iii. Other employee benefits
The employees can carry forward a portion of the unutilized accrued compensated absences and utilise it in future
service periods or receive cash compensation during termination of employment.
Compensated absence, which is expected to be utilized within the next 12 months, is treated as short-term employee
benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a
result of the unused entitlement that has accumulated at the reporting date. The Group treats compensated absences
expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such
long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method
at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss.
The Group presents the leave liability as a current liability in the balance sheet, to the extent it does not have an
unconditional right to defer its settlement for 12 months after the reporting date.
3.18 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
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give
rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This
assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that
are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value
through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of
financial assets carried at fair value through profit or loss are expensed in profit or loss. Purchases or sales of financial
assets that require delivery of assets within a time frame established by regulation or convention in the market place
(regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.
361CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
Subsequent measurement
i) Financial assets carried at amortized cost (debt instrument)
A financial asset is subsequently measured at amortized 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 outstanding. Amortised
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included in finance income in the profit or loss.
ii) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair value through profit or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method or at fair value through
profit or loss. Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss if the criteria under Ind AS
109 are satisfied. All other financial liabilities are subsequently measured at amortised cost.
For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate
the fair value due to the short maturity of these instruments.
a) Financial guarantee contracts
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse
the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the
terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for
transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at
the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount
recognised less cumulative amortization.
b) Borrowings
On initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the
EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
Derecognition of financial instruments
The Group 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 the financial liability) is derecognized from the Group’s balance sheet when the obligation specified in the
contract is discharged or cancelled or expired.
Fair value of financial instruments
In determining the fair value of its financial instruments, the Group 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.
For all other financial instruments the carrying amounts approximate fair value due to the short maturity of those
instruments.
362CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet if
there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.
Impairment of financial assets
The Group applies the expected credit loss model for recognising impairment loss on financial assets measured at
amortised cost, debt instruments at FVTOCI, trade receivables and other contractual rights to receive cash or other
financial asset.
Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the
weights. Credit loss is the difference between all contractual cash flows that are due to the Group in accordance with
the contract and all the cash flows that the Group expects to receive (i.e. all cash shortfalls), discounted at the original
effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial
assets). The Group estimates cash flows by considering all contractual terms of the financial instrument (for example,
prepayment, extension, call and similar options) through the expected life of that financial instrument.
The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit
losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk
on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance
for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are
portion of the life-time expected credit losses and represent the lifetime cash shortfalls that will result if default occurs
within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.
For trade receivables, the Group follows "simplified approach for recognition of impairment loss. The application of
simplified approach does not require the group to track changes in credit risk.
Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Group has used
a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a
provision matrix which takes into account historical credit loss experience and adjusted for forward-looking
information.
3.19 Derivatives and hedge accounting
The Group uses derivative financial instruments such as forward exchange contracts and forward commodity contracts
to hedge risks associated with foreign currency fluctuations and commodity price risks. The Group also holds
commodity future contracts to mitigate the risk of changes in price of commodity.
Derivatives not designated as hedging instruments
This category has derivative assets or liabilities which are not designated as hedges.
Although the Group believes that these derivatives constitute hedges from an economic perspective, they may not
qualify for hedge accounting under Ind AS 109. Any derivative that is either not designated a hedge, or is so designated
but is ineffective, is recognized on balance sheet and measured initially at fair value. Subsequent to initial recognition,
derivatives are re-measured at fair value, with changes in fair value being recognized in the statement of profit and loss.
Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value
is negative.
Hedge accounting
The Group designates forward commodity contracts under fair value hedges to hedge the exposure to changes in prices
of the commodities for its unrecognized firm commitment and existing inventory. At the inception of a hedge
relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply
hedge accounting and the risk management objective and strategy for undertaking the hedge. The effectiveness of hedge
instruments is assessed and measured at inception and on an ongoing basis.
363CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being
hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements
(including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined).
Hedges that meet the hedge effectiveness criteria, the change in the fair value of hedging instrument and the hedge item
is recognised in the statement of profit and loss. When an unrecognised firm commitment is designated as a hedged
item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is
recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.
3.20 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, that are readily convertible to a known amount of cash and subject to an
insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as
defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash
management.
3.21 Cash dividend
The Group recognises a liability to make cash distributions to equity holders of the parent when the distribution is
authorised and the distribution is no longer at the discretion of the Group. As per the corporate laws in India, a
distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in
equity.
3.22 Segment
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The Chief Operating decision maker reviews business performance at an overall Group level as one
segment "Aluminium ingots and zinc ingots”.
3.23 Earning per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder of the Parent
Company (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares
outstanding during the year. Partly paid equity shares are treated as a fraction of an equity share to the extent that they
are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted
average number of equity shares outstanding during the year is adjusted for events such as bonus issue.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders of the Parent Company and the weighted average number of shares outstanding during the year, are
adjusted for the effects of all dilutive potential equity shares.
4. Significant accounting judgements, estimates and assumptions
The preparation of the Group’s financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result
in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
There was also no impact on the opening retained earnings as at 1 April 2024.
364CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which
have the most significant effect on the amounts recognised in the consolidated financial statements:
a) Contingencies
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Group, including
legal, contractor, land access and other claims. By their nature, contingencies will be resolved only when one or more
uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies
inherently involves the exercise of significant judgments and the use of estimates regarding the outcome of future events.
b) Revenue recognition and presentation
The Group assesses its revenue arrangements against specific criteria, i.e. whether it has exposure to the significant risks
and rewards associated with the sale of goods or the rendering of services, in order to determine if it is acting as a
principal or as an agent. The Group has concluded that they are operating on a principal-to-principal basis in all its
revenue arrangements.
In case of sales of products under provisional rate basis, the differential amount between final rate and provisional rate
is accounted for once the rates are finalised.
Subsidy and interest income on delayed payment from customers is accounted for when right to receive credit as per
the terms of Scheme is established in respect of subsidy from the Government and when there is no significant
uncertainty regarding the ultimate collection of the relevant subsidy and such interest from customers.
5. Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year, are described below. The Group based its assumptions and estimates on parameters available when the
consolidated financial statements were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such
changes are reflected in the assumptions when they occur.
A change in an accounting estimate is recognised prospectively by including it in profit or loss in:
• the period of the change, if the change affects that period only, or
• the period of the change and future periods, if the change affects both.
A change in an accounting estimate arises from new information or new developments and is not a correction of an
error. An accounting estimate is a monetary amount that is subject to measurement uncertainty. In using estimation
techniques, the Company uses assumptions and inputs that reflect the best available information.
a) Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is
the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is
based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable
market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model.
The cash flows are derived from the budget for the next five years and do not include restructuring activities that the
Group is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU
being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected
future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill
and other intangibles with indefinite useful lives recognised by the Group.
365CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
b) Defined benefit plans (gratuity benefits)
The present value of the gratuity is determined using actuarial valuations. An actuarial valuation involves making
various assumptions that may differ from actual developments in the future. These include the determination of the
discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-
term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of government bonds in currencies consistent with the currencies
of the post-employment benefit obligation. The mortality rate is based on publicly available mortality tables for the
specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future
salary increases and gratuity increases are based on expected future inflation rates for the respective countries.
c) Allowance for uncollectible trade receivables
Trade receivables generally do not carry any interest and are stated at their nominal value as reduced by appropriate
allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems
them not to be collectible.
d) Property, plant and equipment and investment property
Refer note 3.8 & 3.9 for the estimated useful life of property, plant and equipment. The carrying value of property, plant
and equipment and investment property has been disclosed in note 6 and 7.
e) Intangible assets
Refer note 3.10 for the estimated useful life of intangible assets. The carrying value of intangible assets has been
disclosed in note 9.
f) Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based
on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model.
The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree
of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk,
credit risk and volatility.
Changes in assumptions about these factors could affect the reported fair value of financial instruments.
g) Leases - Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing
rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over
a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use
asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires
estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions
of the lease. The Group estimates the IBR using observable inputs (such as market interest rates) when available.
h) Leases - Estimating the period of lease contracts with related parties
In case of lease contracts with related parties, there exists economic incentive for the Group to continue using the leased
premises for a period longer than the 11 months. The period of expected lease in these cases is a matter of estimation
by the management. The estimate of lease period impacts the recognition of ROU asset, lease liability and its impact of
statement of profit and loss. The lease terms in the arrangements with related parties have been determined considering
the period for which management has an economic incentive to use the leased asset (i.e. reasonably certain to use the
asset for the said period of economic incentive). Such assessment of incremental period is based on management
366CMR Green Technologies Limited
CIN: U00337HR2005PLC085675
Restated Annexure V –Summary of Accounting Policies and Other Explanatory Notes to
Restated Summary Statements
assessment of various factors including the remaining useful life of the asset as on the date of transition. The
management has assessed period of arrangements with related parties as 5 to 6 years as at April 01, 2019.
i) Determining the lease term of contracts with renewal and termination options – Group as lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate
the lease, if it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in
evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is,
it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination.
After the commencement date, the Group reassesses the lease term if there is a significant event or change in
circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to
terminate.
j) Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the
amount and timing of future taxable income
Given the wide range of business relationships and the long term nature and complexity of existing contractual
agreements, differences arising between the actual results and the assumptions made, or future changes to such
assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes
provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience
of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax
authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing
in the respective domicile of the companies. Refer Note 11 Recognition of deferred tax assets: availability of future
taxable profit against which tax losses carried forward can be used.
367CMR Green Technologies Limited
Annexure VI- Statements of adjustments to Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Part A: Statement of restatement adjustments to audited financial statements
Reconciliation between total equity as per audited consolidated financial statements and Restated Consolidated Statement of Assets and Liabilities
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Total Equity (as per consolidated audited financial 15,212.90 13,664.00 2 2,378.17
statements)
Adjustments
Changes in accounting policies - - -
Adjustments due to prior period items/other adjustments - - -
Total equity as per restated consolidated statement of 15,212.90 13,664.00 2 2,378.17
assets and liabilities
Reconciliation between profit for the year after tax as per audited consolidated financial statements and restated total comprehensive income as per Restated Consolidated Statement of Profit and Loss
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Total comprehensive income/ (loss) for the year (as per 1,548.90 (8,382.25) 1 ,048.00
consolidated audited financial statements)
Restatement Adjustments
Changes in accounting policies - - -
Adjustments due to prior period items/other adjustments - - -
Total comprehensive income/ (loss) for the year (as per 1,548.90 (8,382.25) 1 ,048.00
restated consolidated statement of profit and loss)
Part B: Material regrouping
AppropriateregroupingshavebeenmadeintheRestatedConsolidatedStatementofassetsandliabilities,RestatedConsolidatedStatementofprofitandlossandRestatedConsolidatedStatementofcashflows,whereverrequired,
byreclassificationofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,inordertobringtheminlinewiththeaccountingpoliciesandclassificationaspertheRestatedConsolidatedFinancial
InformationoftheCompanyfortheyearendedMarch31,2025preparedinaccordancewithScheduleIIIofCompaniesAct,2013,requirementsofIndAS1-'Presentationoffinancialstatements'andotherapplicableIndAS
principles and the requirements of the Securities and Exchange Board of India ( Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.
Restated Consolidated Statement of Assets and Liabilities
For the year ended March 31, 2025
Particulars As at March 31, 2025 As at March 31, 2025
Change Nature
(Restated) (Audited)
Assets
Current assets
Trade Receivables 34.92 - 34.92 Reclassification of bill discounting from trade receivables and borrowing
Financial liabilities - Current
Borrowing - 3 4.92 ( 34.92)Reclassification of bill discounting from trade receivables and borrowing
Financial liabilities - Current
Vehicle loans 1.38 - 1.38 Reclassification to current financial liabilities
Financial liabilities - Non-Current
Vehicle loans - 1 .38 (1.38)Reclassification from non current financial liabilities
Provision - Non current
Provision for leave benefits 8.78 - 8.78 Reclassification to provision for leave benefits- non current.
Provision - Current
Provision for leave benefits - 8 .78 (8.78)Reclassification from provision for leave benefits- current.
368CMR Green Technologies Limited
Annexure VI- Statements of adjustments to Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
For the year ended March 31, 2024
Particulars As at March 31, 2024 As at March 31, 2024 Change Nature
(Restated) (Audited)
Assets
Current assets
Trade Receivables 34.92 - 34.92 Reclassification of bill discounting from trade receivables
Financial liabilities - Current
Borrowing - 34.92 ( 34.92)Reclassification of bill discounting
For the year ended March 31, 2023
Particulars As at March 31, 2023 As at March 31, 2023 Change Nature
(Restated) (Audited)
Assets
Current assets
Trade Receivables 34.92 - 34.92 Reclassification of bill discounting from trade receivables.
Financial liabilities - Current
Borrowing - 34.92 ( 34.92)Reclassification of bill discounting.
Part C : Non Adjusting Items
a) Audit qualifications for the respective years in standalone financial statements: , which do not require any adjustments in the Restated Consolidated Financial Information are as follows:
As at and for the year ended March 31, 2025:
There are no audit qualifications in auditor's report for the year ended March 31, 2025.
As at and for the year ended March 31, 2024:
There are no audit qualifications in auditor's report for the year ended March 31, 2024.
As at and for the year ended March 31, 2023:
There are no audit qualifications in auditor's report for the year ended March 31, 2023.
b) Audit qualifications for the respective years in Consolidated financial statements: , which do not require any adjustments in the Restated Consolidated Financial Information are as follows:
As at and for the year ended March 31, 2025:
There are no audit qualifications in auditor's report for the year ended March 31, 2025.
As at and for the year ended March 31, 2024:
There are no audit qualifications in auditor's report for the year ended March 31, 2024.
As at and for the year ended March 31, 2023:
In case of one of a joint venture company, namely CMR Chiho Industries India Private Limited, we draw attention to Note 43(a) and 43(b) in the consolidated financial statements wherein it is stated that:
(a)ThesaidjointventurecompanyhadenteredintovariousrelatedpartytransactionsduringtheyearendedMarch31,2022aggregatingofRs.392.98millionwhichwereapprovedintheboardmeetingofthesaidjointventure
companydatedNovember13,2021.SuchtransactionswereapprovedbydirectorsrepresentingtheTransactingShareholderDirectorsofthesaidjointventurecompanyandnotbytheDirectorsrepresentingcompany’sother
JointVentureShareholder.FurtherinrespectofcertainotherrelatedpartytransactionsenteredduringtheyearendedMarch31,2022aggregatingofRs.217.46million,approvaloftheboardofdirectorsofthesaidjointventure
havenotbeentakenbythesaidjointventurecompany.Furthermore,thesaidjointventurecompanyhasenteredintorelatedpartytransactionsofRs.54.59millionduringthecurrentyearwhichhavenotbeenapprovedbythe
Board of Directors.
The above transactions are not in compliance with approval process in the Shareholder’s Joint Venture Agreement dated November 25, 2019 and the Article of association of the said joint venture company.
(b) The said joint venture company has considered overdue receivables of Rs. 493.68 million as at reporting date from the related parties of the Holding Company’s shareholders as fully realizable although there are claims by
Holding Company on another Group of joint venture shareholders, pending settlement of which the realisability of overdue receivable is not certain. Accordingly, this may have a possible impact on the carrying value of
investment in the said joint venture.
In the absence of proper approval process of related party transactions and pending realization of overdue receivables, and the Board of Directors recommendation to voluntarily liquidate the said joint venture company, the
possible impact, if any, on the consolidated financial statements is not ascertainable.Our audit opinion on the financial statements for the year ended March 31, 2022 was modified in respect of above matters.
369CMR Green Technologies Limited
Annexure VI- Statements of adjustments to Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
c) Qualifications or adverse remarks under Companies (Auditors Report) Order, 2020 (“CARO”) in the statutory Auditor’s report on our audited standalone financial statements:
CMR Green Technologies Limited
Clause (i) (c)
As at and for the year ended March 31, 2023:
Thetitledeedsofimmovableproperties(otherthanpropertieswheretheCompanyisthelesseeandtheleaseagreementsaredulyexecutedinfavourofthelessee)disclosedinNote6and31tothe financialstatementsincludedinproperty,plantandequipmentandRightofuseassets
areheldinthenameoftheCompanyotherthancertaintitledeedsoftheimmovableProperties,inthenatureofbuildings,investmentpropertyandrightofuseassetsasindicatedinthebelowmentionedcaseswhichwereacquiredpursuanttoaSchemeofArrangementareinprocess
of being transferred in the name of the Company. Also, refer Note 6 and 31 to the financial statements.
Whether title deed holder is a promoter, Reason for not being
Description of item of Title deeds held in the Property held since which
Relevant line item in the Balance sheet Gross carrying value Status of Transfer director or relative, director or employee held in the name of the
property name of date
of promoter/director company
Century Metal Recycling Under Process due to
Property, Plant and Equipment Leasehold land 63.11 In the process of Transfer Not Applicable September 30, 2019
Limited Scheme of Arrangement
Century Metal Recycling Under Process due to
Property, Plant and Equipment Buildings including roads 81.21 In the process of Transfer Not Applicable September 30, 2019
Limited Scheme of Arrangement
Century Metal Recycling Under Process due to
Investment Property Buildings 3.22 In the process of Transfer Not Applicable September 30, 2019
Limited Scheme of Arrangement
CMR Green Technologies Limited
Clause (vii) (b)
The dues of goods and services tax, provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute, are as follows:
Name of the Statute Nature of Dues Amount (in ₹) Period to which amount relates Forum where dispute is pending
Custom Act, 1962 Demand for custom duty and penalty thereon on mis-classification of goods (excluding 4.34 2012-13 Commissioner of Customs, New Delhi
interest)
Custom Act, 1962 Demand for custom duty on final assessment of value loading 1.43 November 2020 to December 2020 Commissioner of Customs (A), Jaipur
Custom Act, 1962 Demand for custom duty on final assessment of value loading 0.30 March 2020 Commissioner of Customs (A), Jaipur
Custom Act, 1962 Demand for custom duty on final assessment of value loading 1.56 August 2020 to September 2020 Commissioner of Customs (A), Jaipur
Custom Act, 1962 Demand for custom duty on final assessment of value loading 0.31 September 2020 to January 2021 Commissioner of Customs (A), Jaipur
Custom Act, 1962 Demand for custom duty on final assessment of value loading 0.57 February, 2021 Commissioner of Customs (A), Jaipur
Custom Act, 1962 Demand for custom duty on final assessment of value loading 5 9.71 March 2019 to February 2020 CESTAT, New Delhi
Custom Act, 1962 Demand for custom duty on final assessment of value loading 1 3.89 March 2020 to September 2020 CESTAT, New Delhi
Custom Act, 1962 Demand for custom duty on final assessment of value loading 1 0.05 April 2019 to February 2020 CESTAT, New Delhi
Custom Act, 1962 Demand for wrong use of duty scrip 1.19 December,2014 CESTAT, Allahabad
Central Excise Act, 1944 Disallowance of Cenvat credit and demand of Interest and Penalty on wrong availment 1 1.05 2012-13 Commissioner of Customs (A), New Delhi
of Cenvat credit
Central Excise Act, 1944 Imposition of Excise Duty, Interest, Penalty and Fine on goods and wrong availment 1 2.08 2008-09 Custom Excise & Service Tax Appellate Tribunal
Central Excise Act, 1944 Demand for short reversal of central excise duty as such clearance and availment and 1 81.21 Nov 14 to Sep 15 High Court of Rajasthan
Central Excise Act, 1944 Demand raised for disallowance of Cenvat credit alleging that Cenvat credit on 1 38.26 October 2015 to June 2017 High Court of Rajasthan
Central Excise Act, 1944 Demand for non-reversal of Cenvat credit on sales of segregated items on the ground 3 3.03 August 2015 to June 2017 High Court of Rajasthan
Central Excise Act, 1944 Non-payment / short payment of service tax on services on reverse charge basis and 2 7.96 2011-12 & 2012-13 Custom Excise & Service Tax Appellate Authority
Central Excise Act, 1944 Wrong availment and utilisation of Cenvat Credit on inadmissible inputs and input 3 .22 2013-14 High Court of Punjab and Haryana
Central Excise Act, 1944 Wrong availment and utilisation of Cenvat Credit on inadmissible inputs and input 0 .16 2012-14 Assistant Commissioner, New Delhi
Central Excise Act, 1944 Cenvat reversed in respect of debit Note issued to transporter for short receipt of inputs 0 .07 2011-12 Deputy Commissioner, Gurgaon
Central Excise Act, 1944 Non-payment / short payment of service tax on services of reverse charge basis and 1 .11 2014-2015 and April 2015 and 2015 October Additional Commissioner to Faridabad-II
wrong availment of Cenvat Credit on ineligible inputs and input services 2015
Central Excise Act, 1944 Wrong availment and utilisation of Cenvat Credit on inadmissible inputs and input 0 .29 April 2014 to November 2015 Assistant Commissioner, Excise, Gurgaon
Central Excise Act, 1944 Demand of Central Excise duty on VAT subsidy 1 .90 January 2016 to March 2017 Assistant Commissioner Division-D, Bhiwadi
Central Excise Act, 1944 Demand of Service Tax on procurement commission 4 .16 April 2015-16 to 2017-18 Commissioner of CGST (Appeals), Jaipur
Central Excise Act, 1944 Disallowances of Cenvat Credit of purchase of AI Ingot 1 3.83 April 2016 to June 2017 Additional / Joint Commissioner of CGST Audit,
370CMR Green Technologies Limited
Annexure VI- Statements of adjustments to Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Name of the Statute Nature of Dues Amount (in ₹) Period to which amount relates Forum where dispute is pending
Central Excise Act, 1944 Non reversal of Cenvat Credit amount on common services 0 .60 2014-2018 Commissioner of CGST (Appeals), Jaipur
Central Excise Act, 1944 Demand of Service Tax 0 .26 2015-16 and 2016-17 Commissioner of CGST (Appeals), Jaipur
Central Excise Act, 1944 Disallowances of Cenvat 0 .08 2014-2018 Assistant Commissioner of CGST Audit, Bhiwadi
Central Excise Act, 1944 Excise of Debit Note 0 .07 42036 Commissioner Central, Excise (Appeals), Gurugram
The Haryana Value Added Tax Act, 2003 Credit of VAT on DEPB license purchased denied by department 1 7.10 2007-08 and 2008-09 High Court of Punjab and Haryana
The Rajasthan tax on entry of goods into local area act, 1999 Demand of entry tax on forklifts 0 .21 2014-15 Appellate Authority of Commercial Tax, Alwar
The Haryana Value Added Tax Act, 2003 Demand on roadside checking 0 .21 2016-17 Hogh Court of Punjab & Haryana
The Haryana Value Added Tax Act, 2003 Vehicle road side Checking 0 .55 November 16, 2015 Hon'ble Supreme Court of India
The Haryana Value Added Tax Act, 2003 Interest on short payments of VAT 0 .26 2017-18 Joint Excise & Taxation Commissioner (A) Faridabad
UP Vat Act, 2008 Assessment Demand 0 .08 2015-16 The Additional Commissioner (Appeals) Commercial
UP Vat Act, 2008 Assessment Demand 0 .05 2015-16 Additional Commissioner GR2 (Appeal) GB Nagar- II
The Haryana Value Added Tax Act, 2003 Demand for value added tax 6 .13 2017-18 Joint Excise & Taxation Commissioner (A) Faridabad
The Haryana Value Added Tax Act, 2003 Demand for interest on value added tax 1 .91 2016-17 Joint Excise & Taxation Commissioner (A) Faridabad
UP Vat Act, 2008 Assessment Demand 0 .09 2017-18 The Additional Commissioner (Appeals) Commercial
Income Tax Act 1961 Demand ( including Interest on disallowance of amount claimed under Section 43 B of 1 4.31 2017-18 Commissioner Income Tax ( Appeal )Delhi
Income Tax Act 1961 Demand ( including Interest on disallowance of amount claimed under Section 41 of 1 .41 2020-21 Assessing officer of Income Tax
CMR NLM Eco Aluminium Private Limited
Clause (xvii)
The Company has not incurred cash losses during the FY 22-23 and has incurred cash losses of Rs. 0.02 million for the period ended March,2022.
CMR-Kataria Recycling private limited
Clause (vii)
Undisputed statutory dues including provident fund, income-tax, sales-tax, service tax, Goods and Service tax (GST), duty of custom, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been
a slight delay in a few cases.
Clause (xvii)
The Company has incurred cash losses of Rs.14.59 million during the FY 22-23 and has incurred cash losses of Rs.7.18 million in immediate preceding financial year.
CMR Toyotsu Aluminium India Private Limited
Clause (vii) (c )
According to the information and explanations given to us and the records of the company examined by us, the dues outstanding of income-tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise and value added tax on account of any dispute are as follows:-
Name of the Statute Nature of Dues Amount P e r i o d t o which amount relates Forum where dispute is pending
Finance Act, 1994 Demands (including penalty) raised on account of non-payment/short payment of 1.55 F.Y. 2014-15 to June, 2017 Deputy Commissioner, GST & Central Excise,
service tax under reverse charge Sriperumbudur Division, Chennai
Tamil Nadu Value added Tax Rules 2007 Demand raised on account of mismatch of turnover 1.21 F.Y. 2015-16 Commissioner (Appeal) (ST) Chennai
Tamil Nadu Value added Tax Rules 2007 Demand raised on account of Defective "C Form" filed. 0.29 F.Y. 2016-17 Commissioner (Appeal) (ST), Chennai
Income Tax Act, 1961 Demand raised under section 68 of Income Tax Act 85.75 F.Y. 2020-21 CIT (Appeals)
Income Tax Act, 1961 Demand raised under section 270A of Income Tax Act 0.90 F.Y. 2019-20 CIT (Appeals)
CMR Nikkei India Private Limited
Clause (vii) (c)
According to the information and explanations given to us and the records of the company examined by us, the dues outstanding of income-tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise and value added tax on account of any dispute are as follows:-
Name of the Statute Nature of Dues Amount Period to which amount relates Forum where dispute is pending
Income Tax Act, 1961 Demand raised under section 69C of Income Tax Act 33.73 April, 2014 to March, 2015 CIT (Appeal), Faridabad
Finance Act, 1994 Demands (including interest) raised on account of non-payment / short payment of 0.14 April, 2015 to March, 2016 CESTAT, Haryana
service tax
Goods & Service Tax Act, 2017 Demand raised (including interest) under Gujarat Goods & Service Tax Act 2017, 6.84 April, 2019 to March 2020 GST Appellate Authority, Gujarat
regarding High utilization Input Tax Credit as compared to GSTR-3B vs GSTR-2A
371CMR Green Technologies Limited
Annexure VI- Statements of adjustments to Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
As at and for the year ended March 31, 2024:
CMR Green Technologies Limited
Clause (iii) (c)
TheCompanyhasgrantedaloanduringtheyeartoCompany,inrespectoftheloansgrantedbytheCompanyduringtheyeartocompaniesandotherparties,thescheduleofrepaymentofprincipalandpaymentofinteresthasbeenstipulated,andtherepaymentsorreceiptsareregular
except for a loan of Rs. 11.30 Million which has been provided as doubtful in the books of account during the current year .The Company has not granted any advances in the nature of loans to companies, firms, or Limited Liability Partnerships.
CMR-Kataria Recycling private limited
Clause (xvii)
The Company has incurred cash losses of Rs.17.75 million during the financial year 23-24 and has incurred cash losses of Rs.14.59 million in immediate preceding financial year.
CMR Nikkei India Private Limited
Clause (vii) (c )
According to the information and explanations given to us and the records of the company examined by us, the dues outstanding of income-tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise and value added tax on account of any dispute are as follows:-
Name of the Statute Nature of Dues Amount Period to which amount relates Forum where dispute is pending
Income Tax Act, 1961 Demand raised under section 69C of Income Tax Act 33.73 April, 2014 to March, 2015 CIT (Appeal), Faridabad
Finance Act, 1994 Demands (including interest) raised on account of non-payment / short payment of 0.14 April, 2015 to March, 2016 CESTAT, Haryana
service tax
Goods & Service Tax Act, 2017 Demand raised (including interest) under Gujarat Goods & Service Tax Act 2017, 16.19 April, 2019 to March 2020 GST Appellate Authority, Gujarat
regarding High utilization Input Tax Credit as compared to GSTR-3B vs GSTR-2A
CMR Toyotsu Aluminium India Private Limited
Clause (vii) (c)
According to the information and explanations given to us and the records of the company examined by us, the dues outstanding of income-tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise and value added tax on account of any dispute are as follows:-
Name of the Statute Nature of Dues Amount Period to which amount relates Forum where dispute is pending
Tamil Nadu Value added Tax Rules 2007 Demand raised on account of mismatch of turnover 1.21 F.Y 2015-16 Commissioner (Appeal) (ST) Chennai
Income Tax Act, 1961 Demand raised under section 68 of Income Tax Act 43.73 F.Y.2020-21 CIT (Appeals)
CMR Aluminium Private Limited
Clause (vii) (b)
According to the information and explanations given to us, there are no dues of GST, Provident fund, Employees’ State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been deposited by the Company on
account of disputes except following:
'Demand of Rs 16.40 million under section 154 of Income tax Act 1961 for Income credited under section 115 JB for MAT Credit is outstanding as on balance sheet date.
CMR Green Technologies Limited
Clause (viii) (b)
The dues of goods and services tax, provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute, are as follows:
Name of the Statue Nature of Dues AmountPeriod to which the amount relates Forum where dispute is pending
Demand for custom duty and penalty thereon on mis-classification of goods (excluding
Custom Act, 1962 4.35 2012-13 Commissioner of Customs, New Delhi
interest)
Disallowance of Cenvat credit and demand of Interest and Penalty on wrong availment
Central Excise Act, 1944 11.05 2012-13 Custom Excise & Service Tax Appellate Tribunal
of Cenvat credit.
Imposition of Excise Duty, Interest, Penalty and Fine on goods and wrong availment
Central Excise Act, 1944 12.09 2008-09 Custom Excise & Service Tax Appellate Tribunal
and utilization of Cenvat credit
The Haryana Value Added Tax Act, 2003 Credit of VAT on DEPB license purchased denied by department 17.10 2007-08 and 2008-09 High Court of Punjab and Haryana
Non-payment / short payment of service tax on services on reverse charge basis and
Central Excise Act, 1944 27.96 2011-12 & 2012-13 Custom Excise & Service Tax Appellate Authority
wrong availment of Cenvat Credit on negligible inputs and input services
Wrong availment and utilisation of Cenvat Credit on inadmissible inputs and input
Central Excise Act, 1944 3.22 2013-14 High Court of Punjab and Haryana
services
372CMR Green Technologies Limited
Annexure VI- Statements of adjustments to Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Name of the Statue Nature of Dues Amount Period to which the amount relates Forum where dispute is pending
Wrong availment and utilisation of Cenvat Credit on inadmissible inputs and input
Central Excise Act, 1944 0.16 2012-14 Assistant Commissioner, New Delhi
services
Central Excise Act, 1944 Cenvat reversed in respect of debit Note issued to transporter for short receipt of inputs 0.07 2011-12 Deputy Commissioner, Gurgaon
Non-payment / short payment of service tax on services on reverse charge basis and
Central Excise Act, 1944 1.11 2014 - 2015 and April 2015 to October 2015 Additional Commissioner, Faridabad-II
wrong availment of Cenvat Credit on ineligible inputs and input services
Wrong availment and utilisation of Cenvat Credit on inadmissible inputs and input
Central Excise Act, 1944 0.29 April 2014 to November, 2015 Assistant Commissioner, Excise, Gurgaon
services
Central Excise Act, 1944 Demand of Central Excise duty on VAT Subsidy 1.90 January 2016 to March 2017 Assistant Commissioner, Division-D, Bhiwadi
Demand ( including Interest on disallowance of amount claimed under Section 43 B of
Income Tax Act 1961 14.31 2017-18 Commissioner Income Tax ( Appeal )Delhi
Income Tax Act 1961
Demand ( including Interest on disallowance of amount claimed under Section 41 of
Income Tax Act 1961 1.41 2020-21 Assessing officer of Income Tax
Income Tax Act 1961
Income Tax Act 1961 Demand ( including Interest on disallowances under Income Tax Act 1961 52.46 2022-23 Assessing officer of Income Tax
The Rajasthan Tax on Entry of Goods into Local Areas Act,
Demand of Entry Tax on Forklifts 0.21 2014-15 Appellate Authority of Commercial Tax, Alwar
1999
Custom Act, 1962 Demand for custom duty on final assessment of value loading 1.43 November 2020 to December 2020 Commissioner of Customs (A), Jaipur
Custom Act, 1962 Demand for custom duty on final assessment of value loading 0.30 Mar-20 Commissioner of Customs (A), Jaipur
Additional / Joint Commissioner of CGST Audit,
Central Excise Act, 1944 Disallowances of Cenvat Credit of purchase of AI Ingot 13.83 April 2016 to June 2017
Alwar.
Central Excise Act, 1944 Demand of service tax on procurement commission 4.16 April 2015 -16 to 2017-18 Commissioner of CGST (Appeals), Jaipur
Custom Act, 1962 Demand for wrong use of duty scrip 1.19 December, 2014 CESTAT, Allahabad
Central Excise Act, 1944 Non reversal of Cenvat Credit amount on common services 0.60 2014-2018 Commissioner of CGST (Appeals), Jaipur
Central Excise Act, 1944 Demand of service tax 0.26 2015-16 and 2016-17 Commissioner of CGST (Appeals), Jaipur
Central Excise Act, 1944 Excise or Debit Note 0.07 01-02-2015 Commissioner Central, Excise (Appeals), Gurugram
Custom Act, 1962 Demand for custom duty on final assessment of value loading 1.56 August 2020 to September 2020 Commissioner of Customs (A), Jaipur
Custom Act, 1962 Demand for custom duty on final assessment of value loading 0.31 September 2020 to January 2021 Commissioner of Customs (A), Jaipur
Custom Act, 1962 Demand for custom duty on final assessment of value loading 0.57 February, 2021 Commissioner of Customs (A), Jaipur
IGST Act 2017 Demand of GST Audit 50.99 July 2017 to March 2020 High Court of Madras
Central Goods and Service Tax Act, 2017 Demand of Assessment in GST 10.10 July 2017 to March 2018 The Commissioner of SGST (Appeals), Haridwar
Central Goods and Service Tax Act, 2017 Demand of GST Audit 5.27 July 2017 to March 2020 The Commissioner of CGST (Appeals), Chennai.
The Commissioner of Commercial Tax (Appeals),
Central Goods and Service Tax Act, 2017 Demand for GST 1.63 2017-18
Jaipur
The Additional Commissioner (Appeals) Commercial
UP Vat Act, 2008 Assessment Demand 0.09 2017-18
Tax Noida
The following matters have been decided in the favour of the Company, although the department has preferred appeals at higher levels:
Name of the Statue Nature of Dues Amount Period to which the amount relates Forum where dispute is pending
Custom Act, 1962 Demand for custom duty on final assessment of value loading 59.71 March 2019 to February 2020 CESTAT, New Delhi
Custom Act, 1962 Demand for custom duty on final assessment of value loading 13.89 March 2020 to September 2020 CESTAT, New Delhi
Custom Act, 1962 Demand for custom duty on final assessment of value loading 10.05 April 2019 to February 2020 CESTAT, New Delhi
Demand for short reversal of central excise duty as such clearance and availment and
Central Excise Act, 1944 181.21 Nov 14 to Sep 15 High Court of Rajasthan
utilisation of Cenvat credit based on improper documents
Demand for non-reversal of Cenvat credit on sales of segregated items on the ground
Central Excise Act, 1944 33.03 August 2015 to June 2017 High Court of Rajasthan
that segregated items does not constitute a manufacturing activity
Demand raised for disallowance of Cenvat credit alleging that Cenvat credit on
Central Excise Act, 1944 138.26 October 2015 to June 2017 High Court of Rajasthan
shredded aluminium scrap has been taken basis improper Excise challans
373CMR Green Technologies Limited
Annexure VI- Statements of adjustments to Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
CMR Green Technologies Limited
Clause (i) (c)
The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in Note 6 and 31 to the financial statements included in property, plant and equipment and Right of use assets are held in the name of the Company
other than certain title deeds of the immovable Properties, in the nature of buildings, investment property and right of use assets as indicated in the below mentioned cases which were acquired pursuant to a Scheme of Arrangement are in process of being transferred in the name of the Company. Also, refer Note 6 and 31 to
the financial statements .
Relevant line item in the Description of item of Gross carrying value (Rs. In Title deeds held in the name of Status of Transfer Whether title deed holder is a Property held since which dateReason for not being held in the
Balance sheet property million) promoter, director or relative, director name of the company
or employee of promoter/director
Under Process due to Scheme of
Property, Plant and Equipment Leasehold land 63.11 Century Metal Recycling Limited In the process of Transfer Not Applicable September 30, 2019
Arrangement
Under Process due to Scheme of
Property, Plant and Equipment Buildings including roads 81.21 Century Metal Recycling Limited In the process of Transfer Not Applicable September 30, 2019
Arrangement
As at and for the year ended March 31, 2025:
CMR Green Technologies Limited
Clause (i) (c)
The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in Note 6 and 31 to the Financial Statements included in property, plant and equipment and Right of use assets are held in the name of the Company
other than certain title deeds of the immovable Properties, in the nature of buildings and right of use assets as indicated in the below mentioned cases which were acquired pursuant to a Scheme of Arrangement are in process of being transferred in the name of the Company.
Relevant line item in the Description of item of Gross carrying value (Rs. In Title deeds held in the name of Status of Transfer Whether title deed holder is a Property held since which dateReason for not being held in the
Balance sheet property million) promoter, director or relative, director name of the company
or employee of promoter/director
Under Process due to Scheme of
Property, Plant and Equipment Leasehold land 63.11 Century Metal Recycling Limited In the process of Transfer Not Applicable September 30, 2019
Arrangement
Under Process due to Scheme of
Property, Plant and Equipment Buildings including roads 81.21 Century Metal Recycling Limited In the process of Transfer Not Applicable September 30, 2019
Arrangement
CMR Green Technologies Limited
Clause (vii) (b)
The dues of goods and services tax, provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute, are as follows:
Name of the Statue Amount (in million) Period to which the amount Forum where dispute is pending Nature of Dues
relates
Custom Act, 1962 59.71 March 2019 to February 2020 CESTAT, New Delhi Demand for custom duty on final assessment of value loading
Custom Act, 1962 13.89 March 2020 to September 2020 CESTAT, New Delhi Demand for custom duty on final assessment of value loading
Custom Act, 1962 10.05 April 2019 to February 2020 CESTAT, New Delhi Demand for custom duty on final assessment of value loading
Custom Act, 1962 4.35 2012-13 Commissioner of Customs, New Delhi Demand for custom duty and penalty thereon on mis-classification of goods (excluding interest)
Custom Act, 1962 1.56 August 2020 to September 2020 Commissioner of Customs (A), Jaipur Demand for custom duty on final assessment of value loading
Custom Act, 1962 1.43 November 2020 to December Commissioner of Customs (A), Jaipur Demand for custom duty on final assessment of value loading
2020
Custom Act, 1962 1.19 December, 2014 CESTAT, Allahabad Demand for wrong use of duty scrip
Custom Act, 1962 0.57 February, 2021 Commissioner of Customs (A), Jaipur Demand for custom duty on final assessment of value loading
Custom Act, 1962 0.31 September 2020 to January 2021 Commissioner of Customs (A), Jaipur Demand for custom duty on final assessment of value loading
Custom Act, 1962 0.30 Mar-20 Commissioner of Customs (A), Jaipur Demand for custom duty on final assessment of value loading
Central Excise Act, 1944 181.21 Nov 14 to Sep 15 High Court of Rajasthan Demand for short reversal of central excise duty as such clearance and availment and utilisation of
Central Excise Act, 1944 138.26 October 2015 to June 2017 High Court of Rajasthan Demand raised for disallowance of Cenvat credit alleging that Cenvat credit on shredded
Central Excise Act, 1944 33.03 August 2015 to June 2017 High Court of Rajasthan Demand for non-reversal of Cenvat credit on sales of segregated items on the ground that
Central Excise Act, 1944 27.96 2011-12 & 2012-13 Custom Excise & Service Tax Appellate Non-payment / short payment of service tax on services on reverse charge basis and wrong
Authority availment of Cenvat Credit on negligible inputs and input services
Central Excise Act, 1944 13.83 April 2016 to June 2017 Additional / Joint Commissioner of CGST Disallowances of Cenvat Credit of purchase of AI Ingot
Audit, Alwar
Central Excise Act, 1944 12.09 2008-09 Custom Excise & Service Tax Appellate Imposition of Excise Duty, Interest, Penalty and Fine on goods and wrong availment and utilization
Tribunal of Cenvat credit
Central Excise Act, 1944 6.72 2012-13 Custom Excise & Service Tax Appellate Disallowance of Cenvat credit and demand of Interest and Penalty on wrong availment of Cenvat
Tribunal credit
Central Excise Act, 1944 4.33 2012-13 Custom Excise & Service Tax Appellate Disallowance of Cenvat credit and demand of Interest and Penalty on wrong availment of Cenvat
Tribunal credit
Central Excise Act, 1944 4.16 April 2015 -16 to 2017-18 Commissioner of CGST (Appeals), Jaipur Demand of service tax on procurement commission
Central Excise Act, 1944 3.22 2013-14 High Court of Punjab and Haryana Wrong availment and utilisation of Cenvat Credit on inadmissible inputs and input services
Central Excise Act, 194 élus4 0.60 2014-2018 Commissioner of CGST (Appeals), Jaipur Non reversal of Cenvat Credit amount on common services
Central Goods and Service Tax 1.63 2017-18 The Commissioner of Commercial Tax Demand for GST
Act, 2017 (Appeals), Jaipur
374CMR Green Technologies Limited
Annexure VI- Statements of adjustments to Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Name of the Statue Amount (in million) Period to which the amount Forum where dispute is pending Nature of Dues
relates
Central Goods and Service Tax 5.27 July 2017 to March 2020 The Commissioner of CGST (Appeals), Demand of GST Audit
Act, 2017 Chennai
IGST Act 2017 50.99 July 2017 to March 2020 High Court of Madras Demand of GST Audit
Central Goods and Service Tax 10.10 July 2017 to March 2018 The Commissioner of SGST (Appeals), Demand of Assessment in GST
Act, 2017 Haridwar
The Haryana Value Added Tax 17.10 2007-08 and 2008-09 High Court of Punjab and Haryana Credit of VAT on DEPB license purchased denied by department
Act, 2003
UP Vat Act, 2008 0.09 вич2017-18 The Additional Commissioner (Appeals) Assessment Demand
Commercial Tax Noida
Income Tax Act 1961 14.31 2017-18 Commissioner Income Tax (Appeal) Delhi Demand (including Interest on disallowance of amount claimed under Section 43 B of Income Tax
Act 1961
Income Tax Act 1961 14.31 2017-18 Commissioner Income Tax (Appeal) Delhi Demand under section 68 of Income Tax Act 1961
Income Tax Act 1961 1.41 2020-21 Assessing officer of Income Tax Demand (including Interest on disallowance of amount claimed under Section 41 of Income Tax
Act 1961
Income Tax Act 1961 3.68 2016-17 Assessing officer of Income Tax Demand under section 147 of Income Tax Act 1961
Income Tax Act 1961 37.45 2020-21 Assessing officer of Income Tax Demand under section 143(1) of Income Tax Act 1961
Income Tax Act 1961 115.85 2021-22 Assessing officer of Income Tax Demand under section 143(1) of Income Tax Act 1961
Income Tax Act 1961 0.27 2022-23 Assessing officer of Income Tax Demand under section 143(1) of Income Tax Act 1961
CMR Aluminium Private Limited
Clause (vii) (b )
According to the information and explanations given to us, there are no dues of GST, Provident fund, Employees’ State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been
deposited by the Company on account of disputes except following:
'Demand of Rs 16.40 million under section 154 of Income tax Act 1961 for Income credited under section 115 JB for MAT Credit is outstanding as on balance sheet date.
d) Qualifications or adverse remarks under Companies (Auditors Report) Order, 2020 (“CARO”) in the Statutory Auditor’s report on our audited consolidated financial statements:
Clause (xxi)
As at and for the year ended March 31, 2023:
Name of the entities CIN Holding/Subsidiary /JV Clause number of the CARO report which Remarks (Basis the respective auditors reports)
is unfavourable or qualified or adverse
CMR Green Technologies U00337HR2005PLC085675 Holding Company Clause (vii)(a) Clause (vii)(a) - Undisputed statutory dues have generally been regularly deposited with the
Limited appropriate authorities though there has been a slight delay in a few cases.
CMR-Kataria Recycling Private U37100HR2020PTC088163 Subsidiary Clause (vii)(a) Clause (vii)(a) - Undisputed statutory dues have generally been regularly deposited with the
Limited appropriate authorities though there has been a slight delay in a few cases.
e) Qualifications in the report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 on our audited consolidated financial statements:
As at and for the year ended March 31, 2025:
There are no audit qualifications in auditor's report for the year ended March 31, 2025.
As at and for the year ended March 31, 2024:
There are no audit qualifications in auditor's report for the year ended March 31, 2024.
As at and for the year ended March 31, 2023:
There are no audit qualifications in auditor's report for the year ended March 31, 2023.
375CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
7. Investment property
Particulars Building Total
Gross Block
As at April 01, 2022 3 .22 3 .22
Additions during the year - -
Deletion during the year - -
As at April 01, 2023 3 .22 3 .22
Additions - -
Deletion* 3 .22 3 .22
As at March 31, 2024 - -
Additions - -
Deletion - -
As at March 31, 2025 - -
Accumulated Depreciation
As at April 01, 2022 0 .38 0 .38
Charge for the year 0 .07 0 .07
Deletion during the year - -
As at March 31, 2023 0 .45 0 .45
Charge for the year 0 .05 0 .05
Deletion during the year 0.49 0.49
As at March 31, 2024 - -
Charge for the year - -
Deletion during the year - -
As at March 31, 2025 - -
-
Net Block
As at April 01, 2023 2 .77 2 .77
As at March 31, 2024 - -
As at March 31, 2025 - -
For the year ended For the year ended For the year ended
Information regarding income and expenditure of Investment property
March 31, 2025 March 31, 2024 March 31, 2023
Rental income derived from investment properties - 0 .28 0 .43
Direct operating expenses those did not generate rental income - 0 .33 -
Less – Depreciation - 0 .05 0 .07
Profit/(loss) arising from investment properties before indirect expenses - ( 0.10) 0 .36
BuildingwasacquiredatfairvaluepursuanttoaSchemeofArrangementandfairvalueasontheBalancesheetdatewhich,intheopinionofmanagementis
higher than the carrying value.
*The Parent Company had sold its investment property during the FY 23-24.
376CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
6. Property, Plant and Equipment
Furnitures & Fixtures
Buildings including Computers including Capital work in
Particulars Freehold land* Plant and equipment Vehicles (including leasehold Office Equipment Total
roads servers progress #
improvements)
Cost
As at April 01, 2022 447.52 2,234.00 1,387.86 118.00 39.35 29.36 20.60 4 ,276.69 359.83
Additions 128.09 668.21 63.03 34.23 131.09 18.94 8.73 1 ,052.32 #68.21
Disposals - 22.07 - 5.22 - 0.16 0.85 2 8.30 -
Reclassified to assets held for sale (refer note 30) - 9.86 - 0.40 - 0.07 0.06 1 0.39 -
As at March 31, 2023 5 75.61 2 ,870.28 1 ,450.89 1 46.61 1 70.44 4 8.07 2 8.42 5 ,290.32 4 28.04
Additions - 1 ,158.37 4 08.56 6 .51 6 4.57 1 1.98 1 5.53 1 ,665.53 -
Disposals - 3 6.39 5 .60 2 .19 6 .98 0 .86 1 .46 5 3.48 #167.97
Reclassified to assets held for sale (refer note 30) - 4 .94 - 0 .02 - - - 4 .96 -
As at March 31, 2024 5 75.61 3 ,987.32 1 ,853.85 1 50.91 2 28.03 5 9.19 4 2.49 6 ,897.41 2 60.07
Additions - 8 59.22 1 55.15 2 6.38 3 1.24 1 7.34 1 3.00 1 ,102.33 #1238.20
Disposals - 2 1.44 - 0 .12 2 .40 4 .26 2 .51 3 0.73 -
Reclassified to assets held for sale (refer note 30) - 2 6.03 - - - - - 2 6.03 -
As at March 31, 2025 5 75.61 4 ,799.07 2 ,009.00 1 77.17 2 56.87 7 2.27 5 2.98 7 ,942.98 1 ,498.27
Depreciation
As at April 01, 2022 - 4 89.71 1 05.75 3 4.10 1 4.24 8 .96 8 .36 6 61.12 -
Charge for the year - 2 83.08 5 3.31 1 5.79 2 8.24 8 .31 6 .52 3 95.25 -
Disposals for the year - 1 6.46 - 4 .63 - 0 .11 0 .72 2 1.92 -
Reclassified to assets held for sale (refer note 30) - 5 .02 - 0 .15 - 0 .05 0 .05 5 .27 -
As at March 31, 2023 - 7 51.31 1 59.06 4 5.11 4 2.48 1 7.11 1 4.11 1 ,029.18 -
Charge for the year - 2 87.57 5 4.50 1 7.49 3 3.85 9 .65 8 .19 4 11.25 -
Disposals for the year - 22.37 0.72 1.59 2.99 0.51 1.21 2 9.39 -
Reclassified to assets held for sale (refer note 30) - 1.97 - 0.02 - - - 1 .99 -
As at March 31, 2024 - 1 ,014.54 2 12.84 6 0.99 7 3.34 2 6.25 2 1.09 1 ,409.05 -
Charge for the year - 4 07.61 6 2.78 1 9.13 3 2.97 1 0.16 1 0.98 5 43.63 -
Disposals for the year - 3 .57 - 0 .12 0 .45 1 .65 1 .91 7 .70 -
Reclassified to assets held for sale (refer note 30) - 2 0.90 - - - - - 2 0.90 -
As at March 31, 2025 - 1 ,397.68 2 75.62 8 0.00 1 05.86 3 4.76 3 0.16 1 ,924.08 -
Net block Value
As at March 31, 2023 5 75.61 2 ,118.97 1 ,291.83 1 01.50 1 27.96 3 0.96 1 4.31 4 ,261.14 4 28.04
As at March 31, 2024 5 75.61 2 ,972.78 1 ,641.01 8 9.92 1 54.69 3 2.94 2 1.40 5 ,488.36 2 60.07
As at March 31, 2025 5 75.61 3 ,401.39 1 ,733.38 9 7.17 1 51.01 3 7.51 2 2.82 6 ,018.90 1 ,498.27
*Addition to freehold land during the previous year represented agriculture land whose change of use to Industrial use is pending.
# The numbers reported are net (additions - deletions).
Notes:
1) Pursuant to a Scheme of Arrangement, the registration certificates of vehicles are required to be transferred in the name of the Group. Vehicles having a gross block of Rs. 35.73 million have been registered during the current year and vehicles having a gross block of Rs. 0.021 million are in the
process of transfer as at March 31, 2025.
2) Refer Note 17 for information on property, plant and equipment pledged as security for borrowings.
3) Capital work in progress ageing Schedule:
As at March 31, 2025 Amount in CWIP for a period of
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 1,493.32 4.95 - - 1,498.27
Projects temporarily suspended - - - - -
Total 1,493.32 4.95 - - 1,498.27
As at March 31, 2024 Amount in CWIP for a period of
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 209.56 46.70 3.81 - 260.07
Projects temporarily suspended - - - - -
Total 209.56 46.70 3.81 - 260.07
As at March 31, 2023 Amount in CWIP for a period of
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 418.44 9.60 - - 428.04
Projects temporarily suspended - - - - -
418.44 9.60 - - 428.04
There are no projects which are overdue and projects where costs have exceeded.
377CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
4) Reconciliation of depreciation expense with amounts disclosed in the statement of profit and loss:
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation on property, plant and equipment included in the statement of profit and loss in note 26 543.64 411.23 395.23
Depreciation on property, plant and equipment capitalised as preoperative expense (refer note below) - 0.02 0.02
Total depreciation as per note 6 above 543.64 411.25 395.25
5) Pre-Operative Expenses (Included in Capital work in progress) in respect of subsidiaries namely CMR Aluminium Private Limited and CMR NLM ECO Aluminium Private Limited are as follows:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Opening Pre-operative expenses 2 6.49 2 9.07 1 .06
Salaries, wages and bonus 2 1.56 4 6.84 8 .24
Contribution to provident and other funds 1 .42 2 .03 0 .34
Gratuity expenses - 1 .27 0 .20
Staff welfare expenses 5 .42 4 .57 0 .20
Interest on borrowings 5 0.80 5 0.39 1 .73
Depreciation on ROU assets - 4 .69 4 .72
Depreciation on Property, plant and equipment - 0 .02 0 .02
Consumption of stores and spares 0 .35 2 .37 -
Power & fuel 4 .66 1 3.37 -
Repair & maintenance (others) 1 .51 1 .35 0 .06
Printing & stationery - 0 .08 0 .04
Insurance charges 0 .28 4 .50 0 .14
Rates and taxes 0 .95 2 .88 1 .05
Travelling and conveyance expenses 4 .69 3 .16 2 .08
Vehicle running Expense 0 .14 0 .27 -
Communication expenses 0 .02 0 .22 -
Legal and professional expenses 1 .13 1 4.80 0 .13
Land development charges - 3 .22 9 .28
Freight & cartage outward - 1 .62 -
Manpower Services 9 .36 - -
Rent paid - 1 .05 -
Bank charges - 1 .29 -
Consumables 0 .88 - -
Miscellaneous expenses 6 .05 6 .32 0 .84
Trial Run Sales - ( 78.33) -
Trial Run cost of material consumed - 6 6.64 -
Trial Run Job work charges - 2 .41 -
Capitalized during the year ( 35.85) ( 159.61) ( 1.06)
Closing balance carried forward 9 9.85 26.49 29.07
6. During the FY 23-24, one of a subsidiary company namely CMR NLM ECO Aluminium Private Limited has started its commercial operation at one of its plant having a capacity of 11,000 MT i.e. March 26, 2024.
378CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
8. Goodwill
Particulars Goodwill on Goodwill on Total
Amalgamation* Consolidation
Gross block
At March 31, 2022 9,236.63 4,083.30 13,319.93
Additions - - -
Disposals - - -
As at March 31, 2023 9,236.63 4,083.30 13,319.93
Additions - - -
Impairment (9,236.63) (4,083.30) (13,319.93)
As at March 31, 2024 - - -
Additions - - -
Disposals - - -
As at March 31, 2025 - - -
Amortization
At March 31, 2022 923.66 - 923.66
Charge for the year - - -
Impairment of goodwill - - -
As at March 31, 2023 923.66 - 923.66
Charge for the year - - -
Impairment of goodwill ( 923.66) - ( 923.66)
As at March 31, 2024 - - -
Charge for the year - - -
Impairment of goodwill - - -
As at March 31, 2025 - - -
Net block
As at March 31, 2023 8,312.97 4,083.30 12,396.27
As at March 31, 2024 - - -
As at March 31, 2025 - - -
* Goodwill represents goodwill pursuant to a Scheme of Arrangement
Impairment testing of goodwill
During the FY 23-24, The group performed an annual impairment test for goodwill. The Group considered the relationship between its enterprise value based on other comparable companies and its book value, among other factors, when reviewing for indicators of impairment.
The recoverable amount considered based on the fair value less cost of disposal or value in use, whichever is higher as required to be assessed under Ind-AS 36.
The recoverable amount of the Business Unit (CGU) determined based on a value in use calculation using cash flow projections approved by senior management of the Group, which are part of overall business plan covering a five-year period.
TheGroupduringthepreviousyear,recordedanimpairmentofgoodwillbasedonitsassessmentofimpairmentanalysisasrequiredbyIndAS36.SuchimpairmentlossdisclosedasanExceptionalIteminthestatementofprofitandloss.Further,theGroupreverseddeferredtaxliabilitywhichwas
recognised on the amount of goodwill and such reversal of deferred tax liabilities disclosed as Deferred tax on Exceptional item separately in the statement of profit and loss.
During the FY 22-23, the carrying amount of Goodwill of Rs. 12,396.27 million has been allocated to Cash Generating Unit (CGU) for impairment testing.
The Group performs annual impairment test for carrying value of goodwill. The Group considers the relationship between its enterprise value based on other comparable companies and its book value, among other factors, when reviewing for indicators of impairment.
The recoverable amount has been considered based on the fair value less cost of disposal or value in use, whichever is higher as required to be assessed under Ind-AS 36.
The recoverable amount of the Business Unit (CGU) has been determined based on a value in use calculation using cash flow projections approved by senior management of the Group, which are part of overall business plan covering a five-year period. The discount rate applied to cash flow projections
for impairment testing during the current year is 15.00% and cash flows beyond the five-year period are extrapolated using a 6.00% growth rate which is consistent with the industry forecasts. As a result of the analysis, management did not identify any impairment for this CGU and accordingly, there is
no impairment for goodwill amount.
The management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed the recoverable amount of the cash generating unit.
Key assumptions used for value in use calculations
The calculation of value in use for the CGU is most sensitive to the following assumptions:
EBITDA margins
EBITDA margins are estimated based on the trend of actual EBITDA for past 1 year preceding the beginning of the budget period.
Discount Rate
DiscountratesrepresentthecurrentmarketassessmentoftherisksspecifictotheCGU,takingintoconsiderationthetimevalueofmoneyandindividualrisksoftheunderlyingassetsthathavenotbeenincorporatedinthecashflowestimates.Thediscountratecalculationisbasedonthespecific
circumstancesoftheGroupandtheCGUandisderivedfromitsweightedaveragecostofcapital(WACC).TheWACCtakesintoaccountbothdebtandequity.ThecostofequityisderivedfromtheexpectedreturnoninvestmentbytheGroup'sinvestors.Thecostofdebtisbasedontheinterest-bearing
borrowingstheGroupisobligedtoservice.CGUspecificriskisincorporatedbyapplyingindividualbetafactor.Thebetafactorisevaluatedannuallybasedonpubliclyavailablemarketdata.Adjustmentstothediscountratearemadetofactorinthespecificamountandtimingofthefuturetaxflowsin
order to reflect a pre-tax discount rate. The discount rate applied it cash flow projection for impairment testing during the FY 23-24 is 23.07%.
Growth rates used to extrapolate cash flows beyond the forecast period
The Group has considered growth rate of 6% to extrapolate cash flows beyond the forecast period which is in line with the industry forecasts.
Sensitivity to changes in assumptions
The implications of the key assumptions for the recoverable amount are discussed below:
Growth rate assumptions - A negative growth rate 0.85% negative (As at March 31, 2023: 3.85% negative) in the long-term would result in value in use being lower than carrying amount of the assets.
Discount rates - A rise in discount rate to 23.16% (As at March 31, 2023: 17.62%) would result in value in use being lower than the carrying amount of the assets.
EBITDA margins - decreased demand can lead to a decline in EBITDA. Decrease in EBITDA to 5.44% (As at March 31, 2023: 6.56%) would result in Value in use being lower than carrying amount of the assets.
379CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
9. Intangible Assets
Particulars Computer Software Intangible assets under
development
Gross block
As at April 01, 2022 26.96 0.72
Additions - 6.44
Disposals 0.01 -
As at March 31, 2023 26.95 7.16
Additions during the year 17.56 -
Disposals during the year - 7.16
As at March 31, 2024 44.51 -
Additions during the year 12.15 -
Disposals during the year 0.36 -
As at March 31, 2025 56.30 -
Amortisation
As at April 01, 2022 2 1.58 -
Charge for the year 2 .69 -
Disposals for the year - -
As at March 31, 2023 2 4.27 -
Charge for the year 2 .57 -
Disposals for the year - -
As at March 31, 2024 2 6.84 -
Charge for the year 4 .71 -
Disposals for the year - -
As at March 31, 2025 3 1.55 -
As at March 31, 2023 2.68 7.16
As at March 31, 2024 17.67 -
As at March 31, 2025 24.75 -
Note: Intangible Asset under Development (IAUD) Ageing Schedule:
As at March 31, 2025
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress - - - - -
Projects temporarily suspended - - - - -
Total - - - - -
As at March 31, 2024
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress - - - - -
Projects temporarily suspended - - - - -
Total - - - - -
As at March 31, 2023
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 6 .44 0 .72 - - 7 .16
Projects temporarily suspended - - - - -
Total 6 .44 0 .72 - - 7 .16
380CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
10. Financial Assets
10(a). Investments
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Investment in Joint Venture (unquoted) (acquired at fair value, carried at deemed cost)
CMR - Chiho Recycling Technologies Private Limited
- 36,56,750 (March 31, 2024: 36,56,750;March 31, 2023: 36,56,750) equity shares of Rs 10/- each (fully paid up) 37.00 37.00 37.00
Add: Share in opening reserves 0.48 0.50 1.11
Add/(less): Share in (loss) for the year - (0.01) (0.61)
37.48 37.49 37.50
Nikkei CMR Aluminium India Private Limited (carried at deemed cost)
- 1,17,00,000 (March 31, 2024: 1,17,00,000; March 31, 2023: 1,17,00,000) equity shares of Rs 10/- each (fully paid up) 117.00 117.00 117.00
- Equity portion of corporate guarantee 0.35 0.12 -
Add/(less): Share in opening reserves (2.16) 2.50 (0.19)
Add/(less): Share in profit/(loss) for the year (49.33) (4.66) 2.69
65.86 114.96 119.50
CMR - Chiho Industries India Private Limited (carried at deemed cost)
- 72,00,000 (March 31, 2024: 72,00,000; March 31, 2023: 72,00,000) equity shares of Rs 10/- each (fully paid up) 72.00 72.00 72.00
- Equity portion of corporate guarantee 4.50 4.50 4.50
Add: Share in opening reserves 129.68 130.25 135.49
Add/(less): Share in (loss) for the year - (0.57) (5.24)
206.18 206.18 206.75
309.52 358.63 363.75
Investment in equity instruments others (unquoted)
Investment in Isharays Energy Private Limited (at cost)
9,50,000 (March 31, 2024: 7,60,000 March 31, 2023: nil) equity shares of Rs. 10/- each (fully paid up)2 9.50 7.60 -
Others (at cost)
38,996 (March 31, 2024: 38,996; March 31, 2023: 38,996) equity shares1 0.06 0.06 0.06
9.56 7.66 0.06
319.08 366.29 363.81
Aggregate amount of unquoted investments 3 19.08 366.29 363.81
1. The above investments are in listed companies. However, the quoted price of the shares of these companies are not available as they are not being traded. Accordingly, these investments have been
considered as unquoted investments.
Investments acquired pursuant to the Scheme of Arrangement in the equity shares of listed companies of Rs. 0.060 million is pending to be transferred in name of the Parent Company.
2. During the FY 23-24, CMR- Toyotsu Aluminium India Private Limited has entered into Power supply and Offtake Agreement dated November 30, 2023 for implementation of solar energy power plant
with Isharays Energy Private Limited. Pursuant to the aforesaid agreement, CMR- Toyotsu Aluminium India Private Limited has made investment of Rs. 7.60 million in 7,60,000 equity shares of Rs. 10
each in Isharays Energy Private Limited. Further, CMR- Toyotsu Aluminium India Private Limited has made investment of Rs. 1.90 million equity shares of Rs. 10 each.
381CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
10(b) Loans (at amortised cost) Non - Current Current
As at As at As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Unsecured and considered good
Loans to employees
- Others 4.37 2.00 0.83 6.40 5.93 4.42
Total 4.37 2.00 0.83 6.40 5.93 4.42
10(c). Other Financial assets (at amortised cost) Non - Current Current
As at As at As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Unsecured, considered good
(i) Derivative instruments at fair value through profit or loss
Mark to market gain on commodity futures - Receivable from holding company
Mark to market gain on commodity futures - - - 1 29.96 3 0.95 1 .61
Mark to market gain on derivatives contracts - - - - - 1 .71
- - - 1 29.96 3 0.95 3 .32
(ii) Other Financial assets at amortised cost
Security deposits 6 7.77 6 8.31 5 3.08 2.50 8 .37 12.10
Deposits with Bank having maturity for more than 12 months (Note 15) 9 .31 1 6.56 1 2.88 - - -
Interest recoverable from related parties (Refer note 32) - - - - 4 .22 8.55
Bank Charges recoverable 0.58 - -
Interest accrued on fixed deposits and others 0 .44 0 .83 0 .65 5.11 4 .48 3.93
Quality claims recoverable - - - 20.09 52.66 18.77
Insurance claims recoverable - - 180.00 - -
Corporate guarantee commission receivable - - - 10.74 12.58 12.47
Subsidy receivable from government authorities - - - 0.70 0 .70 1.57
Receivables from Joint Venture Partner on account of expenses recoverable - - - 21.69 - 3.56
Advance/Margin money against derivatives* - - - 288.64 161.62 710.81
Others# - - - 4.34 2 .77 55.33
7 7.52 8 5.70 6 6.61 534.39 247.40 827.09
Total 7 7.52 8 5.70 6 6.61 664.35 278.35 830.41
* Represents margin money against derivatives (commodity future contracts) taken for hedging of commodity price risk.
# includes nil million (March 31, 2024: Rs 1.58 million ;March 31, 2023: Rs 3.66 million) recoverable from a related party (refer note 32)
Note:-
Entire Loans and other financial assets of the Group have been hypothecated/mortgaged
382CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
11. Income Tax
The major components of income tax expense for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 are as follows:
Statement of profit and loss:
Profit or loss section
As at March 31, As at March 31, As at March 31,
2025 2024 2023
Current income tax:
Current income tax charge 545.30 371.75 346.51
Income tax pertaining to earlier years (net) 2.08 (11.54) (35.02)
Deferred tax: - - -
Relating to origination and reversal of temporary differences for current ( 52.03) (61.86) 6.85
year
Relating to origination and reversal of temporary differences for earlier 4.88 12.77 15.36
years
Deferred tax on exceptional item - (3,026.47) -
Income tax expense reported in the statement of profit or loss 500.23 (2,715.35) 333.70
Other Comprehensive Income (OCI) section
As at March 31, As at March 31, As at March 31,
2025 2024 2023
Deferred tax on net (gains) on measurement of defined benefit plans 0.41 (1.10) (0.98)
Income tax charged to OCI 0.41 (1.10) (0.98)
Reconciliation of tax expense and the accounting profit at domestic tax rate for March 31, 2025, March 31, 2024 and March 31, 2023
As at March 31, As at March 31, As at March 31,
2025 2024 2023
Accounting profit before income tax (including OCI) 2,048.72 (11,096.50) 1 ,382.68
At India's statutory income tax rate of 25.168%/17.16% 509.65 (2,809.13) 337.78
Non-deductible expenses/(Non taxable income) for tax purposes: -
Adjustments in respect of current income tax of previous periods ( 0.30) - -
Deferred tax adjustment for earlier years (net) 4.88 - -
Financial guarantee income ( 0.84) - (0.15)
Impact on change on indexed cost of acquisition on fair valuation gain of ( 18.92) (21.46) (17.66)
land and investments
Deferred tax expense in relation to earlier years - 93.43 -
Reversal of Deferred Tax Assets in one of the subsidiaries in the absence - 5.59 -
of certainty of profits
Non creation of Deferred Tax Assets on minority interest in one of the - 4.71 -
subsidiaries in the absence of certainty of profits
Effect of expenditure not allowable under Income Tax Act, 1961 4.90 13.29 11.52
Effect of tax on share of profits in joint ventures 0.66 0.40 0.80
Effect of deductions allowable under Income Tax Act, 1961 ( 1.01) (1.33) (5.08)
Income tax for earlier years 2.38 1.23 (19.67)
Others ( 1.17) (2.08) 26.16
At the effective income tax rate 500.23 (2,715.35) 333.70
Income tax expense reported in the statement of profit and loss 500.23 (2,715.35) 333.70
383CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Deferred tax:
Deferred tax relates to the following: Balance sheet Statement of profit and loss and OCI
As at March 31, As at March 31, As at March 31, As at March 31, As at March 31, As at March 31,
2025 2024 2023 2025 2024 2023
Deferred tax Liabilities:-
Impact of difference between tax depreciation and depreciation/ 257.40 224.44 198.57 32.96 25.87 8.72
amortization charged for the financial reporting
On Goodwill pursuant to Scheme of Arrangement* - - 2 ,092.22 - (2,092.21) -
On unrealised portion of forward premium on derivative contracts 1.70 - - - - -
On fair valuation of investments 20.53 28.56 983.37 (8.01) (954.82) (16.94)
On Right of use assets 68.41 80.92 40.67 (12.52) 40.25 (16.61)
On items allowed under Section 43(b) of Income Tax Act, 1961 13.81 13.81 43.60 - ( 29.79) (3.33)
On deferred government grant related to EPCG 0.27 0.27 2.09 - ( 1.82) 2.09
On undistributed profits of joint ventures - 24.68 26.00 (24.68) ( 1.32) 26.00
On derivative contracts - 0.01 0.96 (0.01) ( 0.95) 0.96
Others 0.96 0.96 0.96 - - -
Deferred tax Assets:-
Provision for gratuity, leave encashment and bonus ( 38.42) (33.05) (28.98) (5.38) ( 4.07) (1.95)
On Lease liability ( 77.96) (90.08) (47.75) 12.11 ( 42.33) 16.23
Provision for doubtful debts ( 2.27) (2.27) (2.27) - - -
Effect of expenditure debited to statement of Profit and Loss in the ( 0.47) (1.25) (2.40) 0.79 1.15 1.12
current/ earlier years but allowable for tax purpose in the following years
On deferred government grant related to EPCG ( 15.99) (6.31) - (9.68) ( 6.31) -
On unrealised portion of forward premium on derivative contracts# 5.16 (1.91) (2.46) 7.07 0.56 8.65
On carry forward business losses & unabsorbed depreciation ( 59.62) (16.09) (5.73) (43.53) ( 10.36) (3.47)
Expenses allowable under Section 35 DD of the Income Tax Act, 1961 ( 2.79) (4.50) (6.20) 1.71 1.71 1.70
170.72 218.19 3 ,292.65 (49.18) (3,074.44) 23.17
* Since the amount of goodwill has been fully impaired, the Group has reversed deferred tax liability which was recognised on the amount of goodwill. Also, refer note 8.The Group is evaluating the impact of
amendments proposed through Finance bill 2024, dated July 23, 2024 and the impact thereof, if any, shall be considered once the same is enacted.
# Deferred tax asset on firm commitment, inventory and derivative asset/liability has been disclosed on net basis.
Reflected in the balance sheet as follows: As at March 31, As at March 31, As at March 31,
2025 2024 2023
Deferred tax assets 24.23 0.26 5.59
Deferred tax liability 194.95 218.45 3 ,298.24
Deferred tax liabilities (Net) 170.72 218.19 3,292.65
Although, there is carried forward loss as on the reporting date in case of one subsidiary company, yet in view of the future profitability projections, the said subsidiary company is reasonably certain that there
would be sufficient taxable income in the future to realise the aforesaid deferred tax assets.
One of a joint venture company namely Nikkei CMR Aluminium India Private Limited has not recognised net deferred tax assets of Rs. 2.88 million on unabsorbed depreciation and carry forward losses in
absence of reasonable certainty of future taxable profits against which such deferred tax assets can be utilised.
Further, in case of one of a subsidiary company namely CMR Kataria Private Limited, the Group has reversed net deferred tax assets amounting to Rs. 5.59 million and did not recognise net deferred tax assets of
Rs. 4.71 million for the FY 23-24 on unabsorbed depreciation and carry forward losses in absence of reasonable certainty of future taxable profits against which such deferred tax assets can be utilised.
384CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
12. Other assets
Non-current Current
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Unsecured and considered good except otherwise stated
Capital advances 3 30.61 3 21.99 2 63.33 - -
Less: Impairment allowance for capital advances which have significant increase in credit Risk (0.42) ( 0.42) ( 0.42) - - -
3 30.19 3 21.57 2 62.91 - - -
Prepaid expenses* 1 5.19 9 .23 6 .85 3 8.54 1 5.49 1 4.81
Balance with Statutory/ Government Authorities 2 65.71 2 97.01 2 90.97 1 ,041.02 600.89 8 43.27
MEIS Licenses in hand - - - 0 .18 0.34 -
Export incentive receivable - - - 1 .52 6 .86 5 5.23
Contract Assets - Unbilled Revenue - - - 2 56.13 9 5.33 2 21.20
Firm commitment for purchase of inventory of raw materials (Refer note 45) - - - 1 .27 8 .43 5 1.01
Advance to employees against expenses
- Advance to related parties (Refer note 32) - - - 0 .61 - 0 .12
- Advance to others - - - 0 .35 2 .04 1 .87
Advance to suppliers
- to related parties (Refer note 32) - - - 3 .45 - 1.71
- to others - - - 4 60.75 6 59.67 6 12.94
Total 6 11.10 627.81 560.73 1,803.82 1,389.05 1,802.16
* includedRs.44.41millionasatMarch31,2022relatingtoexpensesprepaidtowardsinitialPublicOffering(IPO)andtheseexpensesweretobeadjustedfromotherequity(netoffreimbursementfromexistingshareholders).SincetheParentCompanyhas
decidedtoholdtheIPOprocess,theParentCompanyhas,duringthecurrentyear,writtenoffanamountofRs.51.00million(includinganamountofRs.6.60millionincurredduringtheFY22-23).Suchexpenseshavebeenchargedtorespectiveheadsinthe
statement of profit and loss.
Note:-
Entire other assets of the Group have been hypothecated/mortgaged to secure borrowings of the Group (refer note 17).
385CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
13. Inventories (at lower of cost and net realisable value)
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Raw materials 7,069.19 5 ,476.49 5 ,451.19
{Including goods in transit Rs. 3,292.50 million (March 31, 2024: Rs. 1,586.70 million; March 31, 2023 Rs. 2,467.19
million} #
Traded goods {Including goods in transit Rs. 12.94 million (March 31, 2024: 324.80 million; March 12.94 - -
31, 2023 nil)} #
Finished goods 937.80 5 35.33 5 98.44
{Including goods in transit Rs. 153.77 million (March 31, 2024: Rs. 1.86 million; March 31, 2023 Rs.
51.04 million}#
Stores and Spares 252.26 1 86.55 1 20.14
{Including goods in transit Rs. Nil (March 31, 2024:nil; March 31, 2023: Rs. 11.61 Million)
Total 8,272.19 6 ,198.37 6 ,169.77
Note:-
All type of stocks lying in the Group's factories, godowns, elsewhere (including GIT) have been hypothecated/mortgaged to secure borrowings of the Group (refer note 17).
# Fair value hedges are mainly used to hedge the exposure to change in fair value of commodity price risks. The fair value adjustment remains part of the carrying value of inventory and taken to
profit and loss when the inventory is either sold or consumed.
The group has extended fair value hedge accounting on its inventory which forms part of raw material during the year. (refer Note 45)
14. Trade receivables (at amortised cost)
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Unsecured and considered good
Receivables from related parties (Refer note 32) 1 4.71 1 5.54 225.76
Receivables from others 7,863.33 6 ,256.43 5,309.79
Unsecured and considered doubtful -
Receivables from others 9 .01 9 .01 9 .01
Less: Impairment allowance for trade receivables- Credit impaired ( 2.35) -
Less: Impairment allowance for trade receivables ( 9.01) ( 9.01) ( 9.01)
7,875.69 6,271.97 5,535.55
Notes:-
1. For terms and conditions relating to related party receivables, refer Note 32
2. The Group charges interest on overdue trade receivables and are generally on terms of 0 to 90 days for customers other than related parties. In case of related party except for CMR-Chiho
Industries India Private Limited, the Company charges interest from day one.
3. Entire trade receivables of the group have been hypothecated/mortgaged to secure borrowings of the group (refer note 17).
4 Trade receivables include bill discounting and supply chain financing aggregating to Rs Nil million (March 31, 2024: Rs.82.33 million ;March 31, 2023: Rs.278.91 million).
5. The movement in allowance for expected credit loss (ECL) on credit impairment trade receivables is as follows
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Balance at the beginning of the year - - -
Addition during the year (2.35) - -
Utilisation/reversal of provision during the year - - -
Balance as at the end of the year (2.35) - -
6. Trade receivables Ageing Schedule:
As at March 31, 2025 Outstanding for following periods from due date of payment
Current but More than 3
Particulars Less than 6 Months 6 months – 1 year 1-2 years 2-3 years Total
not due years
Undisputed Trade Receivables - considered good 6,477.06 1,314.99 20.73 14.48 - 46.46 7,873.72
Undisputed Trade Receivables - which have significant increase in credit risk - - - 4.32 - 9.01 13.33
Undisputed Trade receivable - credit impaired - - - - - (2.35) (2.35)
Disputed Trade receivables - considered good - - - - - -
Disputed Trade receivables - which have significant increase in credit risk - - - - - - -
Disputed Trade receivables – credit impaired - - - - - - -
Total 6 ,477.06 1,314.99 2 0.73 1 8.80 - 5 3.12 7 ,884.70
Less: Undisputed Trade Receivables – which have significant increase in credit risk ( 9.01)
Net Trade receivables 7 ,875.69
As at March 31, 2024 Outstanding for following periods from due date of payment
Current but More than 3
Particulars Less than 6 Months 6 months – 1 year 1-2 years 2-3 years Total
not due years
Undisputed Trade Receivables – considered good 4,337.44 1,580.24 302.28 5.55 - 46.46 6,271.97
Undisputed Trade Receivables – which have significant increase in credit risk - - - - - 9.01 9.01
Undisputed Trade receivable – credit impaired - - - - - - -
Disputed Trade receivables - considered good - - - - - - -
Disputed Trade receivables – which have significant increase in credit risk - - - - - - -
Disputed Trade receivables – credit impaired - - - - - - -
Total 4 ,337.44 1,580.24 3 02.28 5.55 - 5 5.47 6 ,280.98
Less: Undisputed Trade Receivables – which have significant increase in credit risk ( 9.01)
Net Trade receivables 6 ,271.97
As at March 31, 2023 Outstanding for following periods from due date of payment
Current but More than 3
Particulars Less than 6 Months 6 months – 1 year 1-2 years 2-3 years Total
not due years
Undisputed Trade Receivables – considered good 4,006.95 1,459.71 22.28 0.15 - 46.46 5,535.55
Undisputed Trade Receivables – which have significant increase in credit risk - - - - 9.01 - 9.01
Undisputed Trade receivable – credit impaired - - - - - - -
Disputed Trade receivables - considered good - - - - - - -
Disputed Trade receivables – which have significant increase in credit risk - - - - - - -
Disputed Trade receivables – credit impaired - - - - - - -
Total 4 ,006.95 1,459.71 2 2.28 0 .15 9 .01 4 6.46 5 ,544.56
Less: Undisputed Trade Receivables – which have significant increase in credit risk ( 9.01)
Net Trade receivables 5 ,535.55
386CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
15. Cash and cash equivalents
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
(I) Cash and Cash Equivalents
Cash on hand 2.75 2.82 1.03
Balances with banks:
- Current accounts 8.36 17.25 2.29
- Cash credit accounts 6.57 9.95 16.14
- Deposits with original maturity of less than 3 months - - 300.00
Total 17.68 30.02 319.46
Deposits with banks
Deposits with original maturity of more than 3 months and less than 12 months* 61.96 41.03 51.21
Deposits with remaining maturity of more than 12 months* 9.31 16.56 12.88
71.27 57.59 64.09
Less : Disclosed under
Other bank balances (Note 15a) 61.96 41.03 51.21
Other financial assets (Note 10c) 9.31 16.56 12.88
71.27 57.59 64.09
15a Other bank balances
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Deposits with banks 61.96 41.03 51.21
61.96 41.03 51.21
* Deposits Rs. 18.25 million (March 31, 2024: Rs.26.44 million; March 31, 2023: Rs.64.09 million ) are pledged with banks against bank guarantees, letter of credit
and margin money for availing Buyer's credit and fixed deposits of Rs. 43.85 million (March 31, 2024 : Rs. 31.15 million; March 31, 2023: Rs.14.54 million) which
are made out of specified funds for CSR Activities.
Note:-
Entire cash and cash equivalents and deposits with banks of the Group have been hypothecated/mortgaged to secure borrowings and to secure bank guarantees and
letter of credit of the group (refer note 17) .
For the purpose of the statement of cash flow, cash and cash equivalents comprise the following:
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Cash on hand 2.75 2.82 1.03
On current accounts 8.36 17.25 2.29
Cash credit accounts 6.57 9.95 16.14
- Deposits with remaining maturity of less than 3 months - - 300.00
Total 17.68 30.02 319.46
Current
Changes in liabilities arising from financing activities As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Opening balance of borrowings 3,620.36 3,180.97 7,494.53
Cash flows 3,177.42 439.39 ( 4,313.56)
Closing Balance of Borrowings 6,797.78 3,620.36 3,180.97
Non Current
Changes in liabilities arising from financing activities As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Opening balance of borrowings 1,366.16 500.89 589.07
Cash flows 776.39 865.27 (88.18)
Closing Balance of Borrowings 2,142.55 1,366.16 500.89
Movement of interest accrued
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Opening balance of interest accrued 23.91 14.80 3 2.91
Interest Expense 588.75 519.43 392.65
Interest Paid (634.59) ( 560.71) ( 412.50)
Capitalised as pre-operative (refer note 6) 50.80 50.39 1.73
Closing Balance of interest accrued 28.87 2 3.91 1 4.79
387CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
16. Equity Share Capital
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Authorised share capital
26,67,13,390 equity shares of Rs.2/- each (March 31, 2024: 26,67,13,390 equity shares of Rs.2/- each ; March 31, 2023: 26,67,13,390 equity shares of Rs.2/- each) 5 33.43 5 33.43 5 33.43
Total authorised share capital 5 33.43 5 33.43 5 33.43
Issued shares, subscribed and fully paid-up shares
21,90,55,489equitysharesofRs.2/-eachfullypaidup(March31,2024:21,90,55,489equitysharesofRs2/-eachfullypaidup;March31,2023:22,12,68,171 4 38.11 4 38.11 4 42.54
equity shares of Rs 2/- each fully paid up)
Total Subscribed & paid-up share capital 438.11 438.11 442.54
A. Reconciliation of no. of shares and amounts in Rs. in million
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Equity shares Nos Nos Nos
At the beginning of the year 2 1,90,55,489 2 2,12,68,171 2 2,12,68,171 4 38.11 4 42.54 4 42.54
Equity shares buy back during the year* - ( 22,12,682) - - (4.43) -
At the end of the year 2 1,90,55,489 2 1,90,55,489 2 2,12,68,171 4 38.11 4 38.11 4 42.54
*The Parent Company vide Board resolution dated July 20, 2023 accorded approval for buyback of its fully paid-up equity shares of face value of INR 2/- (Rupees Two each) upto 22,12,682 at a price of Rs. 135.58/- per equity share.
B. Terms/Rights attached to equity shares
TheParentCompanyhasonlyoneclassofequityshareshavingparvalueofRs.2pershare.Eachholderofequitysharesisentitledtoonevotepershare.TheParentCompanydeclaresandpaysdividendsinIndianrupees.TheParentCompanyhasnotdeclared
dividend during the current year and previous year.
IntheeventofliquidationoftheParentCompany,theholdersofequityshareswillbeentitledtoreceiveremainingassetsoftheParentCompany,afterdistributionofallpreferentialamounts.Thedistributionwillbeinproportiontothenumberofequitysharesheld
by the shareholders.
Inrespectof2,85,89,450(March31,2024:2,85,89,450;March31,2023:2,96,95,791equitysharesheldbyGlobalScrapProcessorsLimited(“GSPL”)),GSPLhasrighttovoteonanyresolutionforthewindingupoftheParentCompanyorfortherepaymentor
reductionofitsequity.GSPLisalsoentitledtoappointonedirectoronboardoftheParentCompanyandtheboardofeachofthesubsidiaries.Thequorumofameetingoftheboardshallbe1/3rdofitstotalstrengthandtwodirectors,whicheverishigher,including,
GSPL'snomineeDirector,presentthroughoutthemeeting,unlessotherwiseagreedwiththeInvestor'sconsent.NoactionordecisionrelatingtoanyofthereservedmattersasmentionedinInvestmentagreementshallbetakenunlessGSPL'sconsentisobtainedfor
such action or decision.
C. Details of shareholders holdings more than 5% shares
As at As at As at
Name of Shareholder
March 31, 2025 March 31, 2024 March 31, 2023
Number of shares held Percentage of holding Number of shares held Percentage of holding Number of shares held Percentage of holding
Equity shares of Rs. 2 each (Previous year Rs. 10 each) fully paid
(i) Shri Gauri Shankar Agarwala** - - - - 4,11,92,760 18.62%
(ii) Smt. Kalawati Agarwal*** - - - - 4,01,38,440 18.14%
(ii) Shri Mohan Agarwal 9,38,54,881 42.85% 1 3,64,90,459 62.31% 5,62,65,600 25.43%
(iii) Smt. Pratibha Agarwal 4,43,49,780 20.25% 4 ,43,49,780 20.25% 4,43,49,780 20.04%
(iv) Global Scrap Processors Limited* 2,85,89,450 13.05% 2 ,85,89,450 13.05% 2,96,95,791 13.42%
(v) Mr. Akshay Agarwal 2,19,05,549 10.00% 9,90,540 0.45% - -
(vi) Mr. Raghav Agarwal 2,19,05,549 10.00% 1,84,980 0.08% - -
**TheBoardofDirectorsoftheCompanyinitsmeetingheldon20thJuly,2023accordedapprovalforbuybackofequitysharesandaccordingly5,53,171equityshareswereboughtbackfromShriGauriShankarAgarwalaandbalance4,06,39,589equityshareswere
transferred to Mr. Mohan Agarwal by way of Gift.
***TheBoardofDirectorsoftheCompanyinitsmeetingheldon20thJuly,2023accordedapprovalforbuybackofequitysharesandaccordingly5,53,170equityshareswereboughtbackfromSmt.KalawatiAgarwalandbalance3,95,85,270equityshareswere
transferred to Mr. Mohan Agarwal by way of Gift.
*The Board of Directors of the Company in its meeting held on 20th July 2023 accorded approval for buy back of equity shares and accordingly 11,06,341 equity shares were bought back from Global Scrap Processors Limited.
388CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
D. Details of shares held by promoters:
As at March 31, 2025
No. of shares at the No. of shares at the end % change during the
Promoter Name Change during the year % of Total Shares
beginning of the year of the year year
(i) Shri Mohan Agarwal 13,64,90,459 (4,26,35,578) 9,38,54,881 42.85% -19.46%
(ii) Smt. Pratibha Agarwal 4,43,49,780 - 4,43,49,780 20.25% 0.00%
(iii) Gauri Shankar Agarwala (HUF) 64,66,620 - 64,66,620 2.95% 0.00%
(iv) Mohan Agarwal (HUF) 19,80,540 - 19,80,540 0.90% 0.00%
(v) Mr. Akshay Agarwal 9,90,540 2,09,15,009 2,19,05,549 10.00% 9.55%
(vi) Mr. Raghav Agarwal 1,84,980 2,17,20,569 2,19,05,549 10.00% 9.92%
(vii) Akshay Agarwal Family Private Trust 780 - 780 0.00% 0.00%
(viii) GS Agarwala Family Private Trust 780 - 780 0.00% 0.00%
(ix) K Agawal Family Private Trust 780 - 780 0.00% 0.00%
(x) Raghav Agarwal Family Private Trust 780 - 780 0.00% 0.00%
As at March 31, 2024
No. of shares at the No. of shares at the end % change during the
Promoter Name Change during the year % of Total Shares
beginning of the year of the year year
(i) Shri Gauri Shankar Agarwala 4,11,92,760 (4,11,92,760) - 0.00% -18.62%
(ii) Smt. Kalawati Agarwal 4,01,38,440 (4,01,38,440) - 0.00% -18.14%
(iii) Shri Mohan Agarwal 5,62,65,600 8,02,24,859 13,64,90,459 62.31% 36.88%
(iv) Smt. Pratibha Agarwal 4,43,49,780 - 4,43,49,780 20.25% 0.20%
(v) Gauri Shankar Agarwala (HUF) 64,66,620 - 64,66,620 2.95% 0.03%
(vi) Mohan Agarwal (HUF) 19,80,540 - 19,80,540 0.90% 0.01%
(vii) Mr. Akshay Agarwal 9,90,540 - 9,90,540 0.45% 0.00%
(viii) Mr. Raghav Agarwal 1,84,980 - 1,84,980 0.08% 0.00%
(ix) Akshay Agarwal Family Private Trust 780 - 780 0.00% 0.00%
(x) GS Agarwala Family Private Trust 780 - 780 0.00% 0.00%
(xi) K Agawal Family Private Trust 780 - 780 0.00% 0.00%
(xii) Raghav Agarwal Family Private Trust 780 - 780 0.00% 0.00%
As at M arch 31, 2023
No. of shares at the No. of shares at the end % change during the
Promoter Name Change during the year % of Total Shares
beginning of the year of the year year
(i) Shri Gauri Shankar Agarwala 4,11,92,760 - 4,11,92,760 18.62% 0.00%
(ii) Smt. Kalawati Agarwal 4,01,38,440 - 4,01,38,440 18.14% 0.00%
(iii) Shri Mohan Agarwal 5,62,65,600 - 5,62,65,600 25.43% 0.00%
(iv) Smt. Pratibha Agarwal 4,43,49,780 - 4,43,49,780 20.04% 0.00%
(v) Gauri Shankar Agarwala (HUF) 64,66,620 - 64,66,620 2.92% 0.00%
(vi) Mohan Agarwal (HUF) 19,80,540 - 19,80,540 0.90% 0.00%
(vii) Mr. Akshay Agarwal 9,90,540 - 9,90,540 0.45% 0.00%
(viii) Mr. Raghav Agarwal 1,84,980 - 1,84,980 0.08% 0.00%
(ix) Akshay Agarwal Family Private Trust 780 - 7 80 0.00% 0.00%
(x) GS Agarwala Family Private Trust 780 - 7 80 0.00% 0.00%
(xi) K Agawal Family Private Trust 780 - 7 80 0.00% 0.00%
(xii) Raghav Agarwal Family Private Trust 780 - 7 80 0.00% 0.00%
389CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
E. Aggregate number of equity shares issued as bonus, shares issued for bonus other than cash and shares bought back during the period of five years immediately preceding the reporting date:-
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022 As at March 31, 2021
Particulars
No. of shares No. of shares No. of shares No. of shares No. of shares
Equity shares of Rs 10 each issued for consideration other than cash - - - 33,99,980 -
Equity shares of Rs 2 each allotted as fully paid bonus shares by capitalisation of securities premium - - - 20,26,33,321 -
Buy Back of equity shares of Rs.2 each at the value of Rs 135.58/- per equity share - (22,12,682) - - -
Total - (22,12,682) - 2 0,60,33,301 -
16(a). Other equity :
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Retained earnings:
Opening balance (5,310.19) 3,130.00 2 ,150.50
Profit/(loss) for the year 1 ,424.60 ( 8,443.27) 9 76.60
Other comprehensive income for the year ( 1.64) 3.08 2.90
Derecognition of the carrying amount of subsidiary (14.50) - -
Closing balance (3,901.73) ( 5,310.19) 3 ,130.00
Retained earnings refer to net earnings not paid out as dividends, but retained by the Group to be reinvested in its core business. This amount is available for distribution of dividends to its equity shareholders.
Statutory reserve (pursuant to Section 45 (IC) of RBI Act, 1934) :
Opening balance 8.44 8.44 8.44
Changes during the year - -
Closing balance 8.44 8.44 8.44
Statutory Reserve (pursuant to Section 45 (IC) of RBI Act, 1934) – The said reserve was assumed pursuant to Scheme of Arrangement pertaining to one of a Transferor company namely Suvridhi Financial Services Limited.
Capital reserve :
Opening balance 9 ,129.81 9,129.81 9 ,129.81
Changes during the year - -
Closing balance 9 ,129.81 9,129.81 9 ,129.81
Capital reserve represents reserve recognised on account of a Scheme of Arrangement.
Capital Redemption reserve :
Opening balance 4.43 - -
Created during the year - 4.43 -
Closing balance 4.43 4.43 -
The Parent Company has bought back 22,12,682 equity shares during the FY 23-24. Accordingly, Section 69 of Companies Act, 2013 require to create capital redemption reserve equal to nominal value of shares bought back where the Company purchases its own
shares out of securities premium account. Therefore, the Parent Company has transferred the amount equal to nominal value to capital redemption reserve out of its securities premium account.
Securities premium:
Opening balance 8 ,047.43 8,379.35 8 ,379.35
Buyback of equity shares (refer note 16) - ( 295.57) -
Transfer to capital redemption reserve - (4.43) -
Tax on buyback of equity shares - (31.92) -
Closing balance 8 ,047.43 8,047.43 8 ,379.35
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
Total 1 3,288.38 11,879.92 2 0,647.60
390CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
17. Financial liabilities
17a. Borrowings (at amortised cost) Non - Current Current
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
From banks
Term loans (Secured) 2,582.52 1,617.20 769.89 19.34 - -
Vehicle loans (Secured) - - - - 1.38 10.90
Buyers credit (Secured) - - - 874.11 932.95 1,027.05
Cash credit (Secured) - - - 510.93 275.78 216.19
Working capital demand loans (Secured) - - - 3,506.39 1,031.15 1,343.22
Working capital demand loans (Unsecured) - - - 1,380.00 1,000.00 -
Bill discounting (Unsecured) - - - - - 243.99
From financial institution
Supply Chain Financing (Unsecured) - - - - 47.42 -
From Others
Loan from related parties (Unsecured) - - - 67.04 80.64 70.62
2,582.52 1,617.20 769.89 6,357.81 3,369.32 2,911.97
Less: Current Maturities of non-current borrowings (439.97) (251.04) (269.00) 439.97 251.04 269.00
2,142.55 1,366.16 500.89 6,797.78 3,620.36 3,180.97
The above amount includes
Secured borrowings 2,142.55 1,366.16 500.89 5,350.74 2,492.30 2,866.36
Unsecured borrowings - - - 1,447.04 1,128.06 314.61
2,142.55 1,366.16 500.89 6,797.78 3,620.36 3,180.97
Notes:
(1) The maturity profile, security and rate of interest of the term loans from banks/ financial institution/others are as given below:
Loan Loan Amount (Rs. in millions) Rate of Interest Repayment Terms Security
Indian rupee term loan from:
HDFC Bank March 31, 2025: Rs 60.05 8.34% - 8.85% The term loan is repayable in equal quarterly Refer Note (a) below
(March 31, 2024: Rs 120.11) 8.46% - 8.92% installment of Rs 15.00 million.
(March 31, 2023: Rs 180.16 ) 6.50% - 8.75%
Axis Bank March 31, 2025: Rs.239.24 8.05% - 8.35% 7 years including mortarium period of 1.5 years. 22 Refer Note (b) below
(March 31, 2024 :Rs. Nil) 8.23% - 8.73% equal quarterly installments of 7.05 million starting
(March 31, 2023: 46.85) 6.50% - 9.20% from 30.06.2026
Federal Bank March 31, 2025: Rs.159.80 8.48% - 8.73% 7 years including mortarium period of 1.5 years. 22 Refer Note (b) below
(March 31, 2024 :Rs. Nil) - equal quarterly installments of 7.05 million starting
(March 31, 2023 :Rs. Nil) - from 30.06.2026
ICICI Bank March 31, 2025: Rs. 366.57 8.50% - 8.60% 7 years including mortarium period of 1.5 years. 22 Refer Note (b) below
(March 31, 2024 : Rs.155.00) 8.60% equal quarterly installments of 7.05 million starting
(March 31, 2023 : Rs.Nil) - from 31.12.2025
HDFC Bank March 31, 2025: Rs. 160.42 8.34% - 8.85% 5 years including moratorium period of 1 year. The Refer Note (c) below
(March 31, 2024 : Rs.267.37) 8.46%-8.92% term loan outstanding as on 31.03.25 is repayable in
(March 31, 2023: Rs.244.65) 6.50%-8.75% 6 equal quarterly installment of 26.74 million
starting from June 2025.
HDFC Bank March 31, 2025: Rs. 19.34 8.24%-8.75% 20 quarterly equated instalments of Rs.19.34 million Refer Note (d) below
(March 31, 2024:Rs. 96.70) 8.45%-8.82% starting from Aug 2020.
(March 31, 2023: Rs.174.05) 8.45%-8.82%
Federal Bank March 31, 2025: Rs. 800.00 8.35%-8.73% 2 year moratorium, after that 20 equal quarterly Refer Note (e) below
(March 31, 2024:Rs. 481.05) 8.35%-8.73% installments of the disbursed amount starting from
(March 31, 2023: Rs.102.94) 8.35%-8.73% June 2025 up to March 2030.
HDFC Bank March 31, 2025: Rs.796.44 8.55%-9.20% 2 Year moratorium, thereafter 20 equal quarterly Refer Note (e) below
(March 31, 2024: Rs.481.05) 8.35% installments of the disbursed amount starting from
(March 31, 2023: Rs.Nil) - Sept 2025 up to July 2030.
Axis Bank (March 31, 2024: Rs. 15.93) 7.50% The term loan is repayable in 16 equal quarterly Refer Note (g) below
(March 31, 2023: Rs. 21.24) 7.50% installments of Rs 1.33 million starting from 30th
June 2023 and ending on 31st March 2027
391CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Vehicle loans :
March 31, 2025: Rs. Nil
HDFC bank (March 31, 2024: Rs. 0.65) 7.25% 39 equated monthly instalments of Rs.0.65 million. Refer Note (f) below
(March 31, 2023: Rs. 8.09)
March 31, 2025: Rs.Nil
ICICI bank (March 31, 2024: Rs. 0.73) 7.80% 36 equated monthly instalments of Rs. 0.19 million. Refer Note (f) below
(March 31, 2023: Rs. 2.82)
a)CMRToyotsuAluminiumIndiaPrivateLimited,asubsidiarycompanyhadtakenatermloaninthefinancialyear2020-21.Theloanissecuredagainstfirstpari-passuchargeovertheentirefixedassets(MFA&IMFA)
ofthesaidsubsidiarycompany,presentandfutureincludingEquitableMortgageoffactorylandandbuildingatPlotNoA-4&A-5SipcotIndustrialPark,Pillaipakkam,Chennai,VallamandfactorylandatG-108Pt.
SIPCOT Industrial Park, Vallam - Vadagal, Chennai and collaterally secured by extension of second pari-passu charge over current assets of the said subsidiary company.
(b) CMR Aluminium Private Limited has taken the term loan facilities from Axis, Federal and ICICI Bank are secured by :
-1st Pari Passu charge over movable fixed assets (both present and future) of Odisha Plant
-1stPariPassuchargebywayofequitablemortageofimmovableassetssituatedatMouza-Derba,PSKatarbaga,PSNo33,Tabasil-Rangali,District-Sambalpur,OrissaintheRengalisubregistrationElakaofthedistrict
jurisdiction of Sambalpur bearing major settlement Khata no 326/433, and Khata no 326/432. Further, these loans are secured by corporate guarantee of Parent Company.
-Second pari passu charge on current assets of the said subsidiary company.
(c) CMR Aluminium Private Limited has taken the term loan facilities from HDFC Bank are secured by :
-Exclusive charge over movable fixed assets ( both present and future) and immovable assets situated at survey no 466, Mouje-Vanod, Taluka Dadasa, Village Vanod, Surendranagar, Gujarat.
-Second pari passu charge on current assets of the said subsidiary company.
-Corporate Guarantee of CMR Green Technologies Limited.
(d)IndianrupeetermloanofParentcompanyfromHDFCBankissecuredbyfirstchargeonentiremovablefixedassetsoftheCompany,(bothpresentandfuture,exceptthosefinancedbyotherfinancialinstitutionsand
loanstakenagainstspecificvehicles)atTatarpur,Bhiwadi,ManesarandHalolandsecondparipassuchargeonentirecurrentassetsoftheCompany.Itisfurthersecuredbyfirstparipassucharge(bothpresentandfuture)
on land and building located at Tatarpur.
(e) CMR Eco Aluminium Private Limited, a subsidiary company has taken a term loan from HDFC and Federal Bank is secured by the following :
- First pari passu charge on fixed assets of the said subsidiary company (movable and immovable), including equitable mortgage of Factory Land & Building of Tirupati Plant.
- Second pari passu charge on the current assets of the said subsidiary company, both present and future.
- Corporate Guarantee of CMR Green Technologies Limited.
(f) Vehicle loans are secured by way of first charge over specific vehicle of parent Company and the same are repayable as per terms of agreement.
(g)CMR-KatariaRecyclingPrivateLimited,asubsidiarycompanyhastakenatermloanwhichissecuredbyexclusivechargeovercurrentassetsandmovablefixedassets(bothpresent andfuture)ofthesaidsubsidiary
company.Further,itissecuredbyCorporateguaranteeofParentCompanyandKentIndustrialParkPrivateLimited.InFY24-25,CMRKatariaisnolongersubsidiaryinFY242-25.Hence,FY24-25balancearenot
dislcosed.
The security and rate of interest of the short term borrowings are as given below:
Loan Loan Amount (Rs in million) Rate of Interest Repayment terms Security
Cash credit (secured)
March 31, 2025: Rs. 138.09 9.50%-9.70%
HDFC Bank (March 31, 2024: Rs.Nil) 9.10%-9.50% Repayable on demand Refer Note (a) below
(March 31, 2023:Rs. 0.55) 7.70%-9.1%
March 31, 2025: Rs. 40.54 8.70% - 10.20%
SBI Bank (March 31, 2024: Rs. 19.52) 8.45%-8.70% Repayable on demand Refer Note (a) below
(March 31, 2023: Rs.Nil) 7.70%-8.49%
March 31, 2025 - Rs.Nil -
Axis Bank (March 31, 2024 - Rs.Nil) 9.60%-9.90% Repayable on demand Refer Note (a) below
(March 31, 2023: Rs.0.14) 8.00%-9.45%
March 31, 2025: Rs.5.02 8.57%-9.00%
ICICI Bank (March 31, 2024: Rs.198.06) 8.57%-9.00% Repayable on demand Refer Note (a) below
(March 31, 2023 - Rs.Nil) -
March 31, 2025 - Rs.Nil -
Federal Bank (March 31, 2024 - Rs.Nil) - Repayable on demand Refer Note (a) below
'(March 31, 2023: Rs.0.07) 8.50-10.40%
March 31, 2025: Rs 10.25 8.70%- 10.20%
SBI Bank (March 31, 2024: Rs. Nil) 7.70%-8.65% Repayable on demand Refer Note (b) below
(March 31, 2023: Rs.107.95) 7.70%-8.65%
March 31, 2025: Rs 41.54 9.60% - 9.70%
HDFC Bank ('March 31, 2024 - Rs. 30.37) 9.35%-9.55% Repayable on demand Refer Note (b) below
(March 31, 2023: Rs. 6.17) 7.70%-9.35%
March 31, 2025 - Rs 180.04 8.60% - 10.20%
SBI Bank (March 31, 2024 - Rs..Nil) - Repayable on demand Refer Note (c) below
(March 31, 2023 -Rs. Nil) -
March 31, 2025 -Rs. Nil -
HDFC Bank (March 31, 2024 -Rs. Nil) 8.65%-9.20% Repayable on demand Refer Note (c) below
(March 31, 2023: Rs. 0.015) 7.50%-8.15%
March 31, 2025 - Rs 14.00 9.50%
Axis Bank (March 31, 2024 - Rs 0.31) 8.50%-9.00% Repayable on demand Refer Note (c) below
(March 31, 2023 -Rs. Nil) -
March 31, 2025: Rs. 29.51 9.55%-9.70%
HDFC Bank (March 31, 2024 : 22.13 ) 9.15%-9.55% Repayable on demand Refer Note (d) below
(March 31, 2023 -Rs. Nil) -
March 31, 2025: Rs. 51.95 9.55% -9.70%
HDFC Bank (March 31, 2024: Rs.Nil) - Repayable on demand Refer Note (g) below
(March 31, 2023 -Rs. Nil) -
'March 31, 2025: Rs.Nil 7.5% - 8.90%
Axis Bank (March 31, 2024: Rs.5.39) 7.5% - 8.90% Repayable on demand Refer Note (h) below
(March 31, 2023: Rs.2.46) 7.5% - 8.90%
392CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Working capital demand loans-Indian Rupees (secured)
March 31, 2025: Rs.400.00 7.65% - 7.85%
SBI Bank (March 31, 2024: Rs.Nil) - Re-payable on demand Refer Note (a) below
(March 31, 2023 -Rs. Nil) 5.25%-5.75%
March 31, 2025: Rs.300.00 7.80% - 10.36%
HDFC Bank (March 31, 2024: Rs.1.65) 7.21%-9.10% Re-payable on demand Refer Note (a) below
(March 31, 2023: Rs.236.70) 5.00%-9.10%
March 31, 2025: Rs.400.00 8.07% - 9.10%
ICICI Bank (March 31, 2024: Rs.300.00) 7.86%-9.10% Re-payable on demand Refer Note (a) below
(March 31, 2023: Rs.200.00) 6.00%-7.95%
March 31, 2025: Rs.400.00 7.55% - 7.80%
Shinhan Bank (March 31, 2024: Rs.Nil) 7.50% - 7.85% Re-payable on demand Refer Note (a) below
(March 31, 2023: Rs.200.00) 5.00%-7.50%
Federal Bank March 31, 2025 -Rs. Nil - For a period not exceeding 3 months from
(March 31, 2024 - Rs.Nil) 7.50%-12.25% Refer Note (a) below
drawdown date
(March 31, 2023: Rs.200.56) 5.15%-9.50%
March 31, 2025: Rs.450.05 7.38% - 10.02%
RBL Bank (March 31, 2024: Rs.150.00) 6.20%-9.05% Re-payable on demand Refer Note (a) below
(March 31, 2023: Rs.150.30) 6.20%-9.05%
March 31, 2025 -Rs. Nil 7.80%-9.60%
For a period not exceeding 3 months from
Axis Bank (March 31, 2024: Rs. 159.27) 7.80%-9.60% Refer Note (a) below
drawdown date
(March 31, 2023:Rs. 0.01) 5.25%-9.50%
March 31, 2025: Rs.300.00 7.89%-8.23%
HDFC Bank (31 March 2024:Rs. Nil) - Re-payable on demand Refer Note (g) below
(March 31, 2023 -Rs. Nil) -
March 31, 2025 - Rs.148.34
8.00% - 10.50% For a period not exceeding 3 months from
Axis Bank (March 31, 2024 - Rs. 70.00) Refer Note (c) below
7.80%-9.35% drawdown date
(March 31, 2023: Rs.Nil)
Federal Bank March 31, 2025:Rs.Nil - For a period not exceeding 3 months from
(March 31, 2024:Rs. Nil) 7.75% Refer Note (c) below
drawdown date
(March 31, 2023:Rs. 0.17) 5.25%-6.45%
March 31, 2025 - Rs. 10.00 7.98% - 9.45%
For a period not exceeding 3 months from
HDFC Bank (March 31, 2024 - Rs. 0.23) 7.57%-9.20% Refer Note (c) below
drawdown date
(March 31, 2023: Rs..95.73) 5.19%-8.15%
March 31, 2025: Rs. 240.00 7.30% - 10.02%
For a period not exceeding 3 months from
RBL Bank ('March 31, 2024: Rs.240.00) 7.34%-8.61% Refer Note (b) below
drawdown date
(March 31, 2023: Rs.158.17) 5.21%-10.80%
March 31, 2025: Rs.108.00 7.53% - 9.60%
For a period not exceeding 3 months from
HDFC Bank ('March 31, 2024: Rs. 110.00) 7.80%-8.00% Refer Note (b) below
drawdown date
(March 31, 2023: Rs.101.60) 5.09%-7.70%
March 31, 2025: Rs 400.00 7.70%-7.85%
For a period not exceeding 3 months from
SBI Bank ('March 31, 2024: Rs. Nil) - Refer Note (b) below
drawdown date
(March 31, 2023 -Rs. Nil) -
March 31, 2025: Rs 100.00 8.00%-9.75%
For a period not exceeding 3 months from
Axis Bank ('March 31, 2024:Rs. Nil) - Refer Note (b) below
drawdown date
(March 31, 2023:Rs. Nil) -
March 31, 2025: Rs. 250.00 7.55% - 7.65%
For a period not exceeding 3 months from
CTBC ('March 31, 2024: Rs. Nil) - Refer Note (e) below
drawdown date
(March 31, 2023 :Rs. Nil) -
Working capital demand loans-Indian Rupees (unsecured)
March 31, 2025: Rs.500.00 7.30%-8.64%
Yes Bank (March 31, 2024: 5,00.00) 7.30%-7.68% Re-payable on demand Unsecured
(March 31, 2023 :Rs. Nil) -
March 31, 2025: Rs 400.00 7.33%-7.88%
For a period not exceeding 3 months from
Yes Bank ('March 31, 2024: Rs.Nil) - Unsecured
drawdown date
(March 31, 2023:Rs. Nil) -
March 31, 2025: Rs.250.00
7.55% - 7.65%
(March 31, 2024: 5,00.00)* For a period not exceeding 3 months from
CTBC Bank 7.55% Unsecured
(March 31, 2023: Rs.Nil) drawdown date
-
(was unsecured during previous year)
March 31, 2025: Rs.230.00 7.60%-7.65%
For a period not exceeding 4 months from
CTBC Bank (March 31, 2024: Rs.Nil) - Unsecured
drawdown date
(March 31, 2023: Rs.Nil) -
Buyers Credit (secured)
March 31, 2025: Rs.102.10 Libor+125bps
For a period not exceeding 200 days from
HDFC Bank (March 31, 2024: Rs.249.84) Libor+125bps to 150bps Refer Note (a) below
drawdown date.
(March 31, 2023: Rs.64.50) Libor+75bps to 150bps
March 31, 2025: Rs.243.30 Libor+60bps to 140bps
For a period not exceeding 200 days from
HSBC Bank (March 31, 2024:Rs. 170.50) Libor+120bps to 140bps Refer Note (a) below
drawdown date.
(March 31, 2023: Rs.370.86) Libor+140bps to 175bps
March 31, 2025: Rs.528.72 Libor+40bps to 60bps
For a period not exceeding 150 days from
Axis Bank (March 31, 2024: Rs.512.61) Libor+50bps to 60bps Refer Note (a) below
drawdown date.
(March 31, 2023: Rs.591.70) Libor+35bps to 180bps
Supply Chain Financing
March 31, 2025: Rs.Nil 13.75%
For a period not exceeding 3 months from Unsecured and Refer
NBFC (March 31, 2024: Rs.47.42) 13.75%
drawdown date Note (f) below
(March 31, 2023: Rs. Nil) -
Bill discounting from banks ( unsecured )
CTBC March 31, 2025: Rs.Nil - For a period not exceeding 3 months from Unsecured, Refer Note
(March 31, 2024: Rs.Nil) -
drawdown date (g) below
(March 31, 2023: Rs.244.00) 5.28%-7.75%
393CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Loan from related parties ( unsecured ) :
Rate of Interest during
Loan Loan Amount (Rs in million) Repayment Terms Security
the period
March 31, 2025: Rs.66.66 -
CMR-Chiho Recycling Technology Private Limited (March 31, 2024:Rs. 60.15) - Repayable on demand Unsecured
(March 31, 2023:Rs. 60.15) 9.25%
March 31, 2025: Rs.0.38 7%-8.25%
CMR Tech Solutions Private Limited (March 31, 2024: Rs.0.18) 7%-8.25% Repayable on demand Unsecured
(March 31, 2023: Rs.2.65) 7%-8.25%
'March 31, 2025: Rs.Nil
Kent Industrial Park Private Limited (March 31, 2024: Rs.20.32) 7.50% Repayable on demand Unsecured
(March 31, 2023: Rs.7.83)
(a) First pari passu charge with other member banks of consortium on all the current assets of the parent Company, including all type of stocks lying in their factories, godowns, elsewhere (including GIT) and Parent
Company's book debts/receivables (present and future).
Second pari passu charge on entire fixed assets (excluding Land and Building) of the Parent Company (both present and future), excluding movable fixed assets at Haridwar plant. It is further secured by equitable mortgage
second pari-passu charge over land and building located at Tatarpur.
b) ''Axis led Consortium of Bank wherein SBI, HDFC, Federal, Axis, RBL and CTBC are the member banks along with SBI Bank.
>First pari -passu charge on entire current assets of CMR Toyotsu Aluminium India Private Limited (both present and future) including hypothecation of all stocks of raw materials, stores, spares, stocks in process, finished
goods, etc., lying in factory, go-downs, elsewhere and including goods in transit and receivables / book debts.
>Second pari-passu charge over the fixed assets of CMR Toyotsu Aluminium India Private Limited, including Equitable mortgage of factory land & building at Plot No. A-4, A-5 SIPCOT Industrial Park at Pillaipakkam,
Sriperumpudur, District Kanchipuram, Chennai and equitable mortgage of factory and land and building at G-108/2, Sipcot Industrial Park, Vallam-Vadagal, Chennai.
>Corporate Guarantee of CMR Green Technologies Limited.
>75,00,000 shares of CMR Toyotsu Aluminium India Pvt. Ltd (shareholder is CMR Green Technologies Limited) in respect of credit facilities granted by the bank to this CMR Toyotsu Aluminium India Private Limited.
*CTBC Bank facilities were secured during the year as CTBC Bank was inducted into consurtium during FY 24-25.
c)Working Capital facilities is secured by first charge on the entire current assets on pari -passu basis of CMR Nikkei India Private Limited with other working capital lenders both present & future, including hypothecation
of all types of stocks of raw material, stores, spares, stock-in-process, finished goods, etc. lying in factory, godowns, elsewhere (including goods in transit) and company's receivables/ Book debt.
Collaterals: First Charge on pari passu basis over the fixed assets except vehicles specifically hypothecated against vehicle loans of Bawal plant of CMR Nikkei India Private Limited of the company (present and future)
including Equitable Mortgage of factory Land & Building at Plot No. 65, Sector-15, Bawal-123501, Haryana.
(d) CMR Aluminium Private Limited, a subsidiary company has taken a working capital facility, which is secured by exclusive charge over current assets, movable fixed assets ( both present and future) and by way of
registered mortgage of immovable property situated at survey no 466, Mouje-Vanod, Taluka Dadasa, Village Vanod, Surendranagar, Gujrat of the said subsidiary company. Further, it is secured by Corporate guarantee of
Parent Company.
e) The facilities sanctioned by CTBC Bank are unsecured. CTBC bank has sanctioned bill discounting facilities as main limit amounting to Rs. 250.00 million. CMR Toyotsu Aluminium India Private Limited has utilised
Rs. 250.00 million WCDL facilities which is the sub limit to main limit.
(f) A Non-banking Financing Company ('NBFC') has sanctioned Supply Chain Financing Limit to the parent Company, as a sub-limit of a customer. Under such limit, during the current year such NBFC has discounted
sales bills of customer and an amount of Rs. NIL (March 31, 2024 : 47.42 million) is outstanding. Such amount is appearing as receivable from a customer (included in trade receivables) and appearing as payable to NBFC
(including in borrowings).
As per the terms of Sanction letter, in case the customer fails to pay the outstanding amount including interest on due date, the same will be recovered from CMR Green. Further, in case the outstanding is not realisable the
recourse will be on the Parent Company. However, during the FY 24-25 the same is paid by the customer to NBFC. Hence, outstanding libaility is nil.
(g)'The working capital loan from HDFC Bank is secured by the following :
- Second pari passu charge on fixed assets of CMR Eco Aluminium Private Limited (movable and immovable), including equitable mortgage of Factory Land & Building of Tirupati Plant..
- First pari passu charge on the current assets of CMR Eco Aluminium Private Limited , both present and future.
- Further, it is secured by Corporate guarantee of Parent Company.
(h) CMR-Kataria Recycling Private Limited, a subsidiary company has taken a working capital facility , which is secured by exclusive charge over current assets, movable fixed assets ( both present and future) of the said
subsidiary company. Further, it is secured by Corporate guarantee of Parent Company.In FY 24-25, CMR Kataria is no longer subsidiary. Hence, current year balance are not dislcosed.
394CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
17(b) Trade Payables (at amortised cost)
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Trade payables (including acceptances)
Total outstanding dues of micro enterprises and small enterprises 43.37 3 7.15 74.58
Total outstanding dues other than micro enterprises and small enterprises* 2,269.38 1,741.61 3,073.26
TOTAL 2 ,312.75 1 ,778.76 3 ,147.84
Terms and conditions of the above financial liabilities:
a) Trade payables are non-interest bearing and are normally settled on 0-60 days terms.
b) For terms and conditions with related parties, refer note 32
c) For explanations on the Group’s credit risk management processes, refer to Note 37
* Includes Rs. 539.68 million (March 31, 2024 : 535.25 million; March 31, 2023 : 519.24 million) payable to related parties (Refer note 32)
Trade payables Ageing Schedule
As at March 31, 2025
Particulars Not due or unbilled Less than 1 year 1-2 years 2-3 years More than 3 years Total
Total outstanding dues of micro enterprises and small enterprises 2 5.91 1 7.45 0 .01 - - 4 3.37
Total outstanding dues of creditors other than micro enterprises and small enterprises 1 ,299.73 4 27.45 4 70.17 7 1.88 0 .15 2 ,269.38
Disputed dues of micro enterprises and small enterprises - - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - - -
Total 1,325.64 4 44.90 4 70.18 7 1.88 0 .15 2,312.75
As at March 31, 2024
Particulars Not due or unbilled Less than 1 year 1-2 years 2-3 years More than 3 years Total
Total outstanding dues of micro enterprises and small enterprises 8 .88 2 8.27 - - - 3 7.15
Total outstanding dues of creditors other than micro enterprises and small enterprises 1 87.48 1 ,288.10 2 32.48 1 3.27 2 0.28 1 ,741.61
Disputed dues of micro enterprises and small enterprises - - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - - -
Total 196.36 1 ,316.37 2 32.48 1 3.27 2 0.28 1 ,778.76
As at March 31, 2023
Particulars Not due or unbilled Less than 1 year 1-2 years 2-3 years More than 3 years Total
Total outstanding dues of micro enterprises and small enterprises - 7 4.58 - - - 7 4.58
Total outstanding dues of creditors other than micro enterprises and small enterprises 1 ,250.67 1 ,770.38 2 4.00 6 .27 2 1.94 3 ,073.26
Disputed dues of micro enterprises and small enterprises - - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - - -
Total 1,250.67 1 ,844.96 24.00 6 .27 2 1.94 3 ,147.84
395CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
17(c) Other financial liabilities Non Current Current
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
(i) Derivative instruments at fair value through profit or loss:
Mark to market loss on derivatives contracts - - - - -
Mark to market loss currency futures - - - - 0.35
Mark to market loss on commodity futures - - - 64.34 126.87 120.38
- - 6 4.34 1 27.22 1 20.38
(ii) Other financial liabilities (at amortised cost)
Interest accrued but not due on borrowings - - - 26.90 15.34 13.63
Interest payable to related parties (Refer note 32) - - - - 1.69 0.48
Payable to subsidiary companies on account of outstanding derivative contracts - - - 41.33 - -
(Refer note 32)
Security deposit from customers/ others 6 .35 2 .55 2.62 26.70 29.01 30.80
Employee related liabilities* - - - 67.02 63.14 63.34
Payable for capital goods - - - 282.28 150.86 78.95
6 .35 2 .55 2 .62 4 44.23 2 60.04 1 87.20
Financial guarantee #(at fair value) - - - 0.23 0.12 -
Total 6 .35 2 .55 2 .62 5 08.80 3 87.38 3 07.58
*Includes Rs. 1.72 million (March 31,2024 : 6.51 million; March 31,2023 : 23.17 million) payable to related parties (Refer Note 32).
#The Parent Company had provided financial guarantees in respect of credit facilities availed by its joint venture Nikkei CMR Aluminium Private Limited as follows:
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Guarantee given to MIZUHO Bank on behalf of
-Nikkei CMR Aluminium Private Limited 286.00 182.00 -
Guarantee given to SMBC Bank on behalf of
-Nikkei CMR Aluminium Private Limited 104.00 52.00 -
390.00 234.00 -
18. Provisions Non-current Current
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Provision for employee benefits
Provision for gratuity (Note 39) 7 1.61 6 0.63 52.48 11.42 10.63 9 .44
Provision for leave benefits 4 6.34 8 .78 - 21.97 48.92 4 9.97
Total 117.95 69.41 52.48 33.39 59.55 59.41
19. Other liabilities
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Contract liabilities - advance from customers
- Related party (Refer note 32) 0.01 - 81.99
- Others 50.47 4 4.93 -
Taxes and other statutory dues 133.12 125.62 201.24
Firm commitment for purchase of inventory of raw materials (Refer note 45) 17.40 - -
Interest on income tax 1.97 6 .83 0.69
Deferred government grant 129.28 3 7.83 12.10
Other payables 0.03 - -
Liability towards corporate social responsibility 61.97 7 9.85 51.31
Total 394.25 295.06 347.33
396CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
20. Revenue From Operations
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from contract with customers
Sale of Products
Manufactured goods 53,874.56 47,030.55 44,541.67
Traded goods 7.22 1.22 -
Other operating revenue:
Sale of service * 100.22 66.54 57.43
Sale of scrap and others ** 12,657.69 12,365.42 13,957.20
Export Incentives 25.16 60.69 128.77
Total 66,664.85 59,524.42 58,685.07
* Sale of services is in the nature of job works executed.
**Saleofscrapandothersisinthenatureofsegregatedscrap,ashandresidualsales.Revenuefromoperationsandcorrespondingcostofrawmaterialsconsumedare
reducedbyRs.26.03millionascomparedtotheauditedconsolidatedfinancialstatementsoffinancialyear24-25.Thisvarianceisonaccountofregroupingerrorwhich
got identified and rectified in the restated consolidated financial information and it does not impact the profits / total equity of the Group.
(a) Timing of revenue recognition
Products transferred at a point in time 66,539.47 59,397.19 58,498.87
Services rendered at a point in time 100.22 66.54 57.43
Total 66,639.69 59,463.73 58,556.30
(b) Reconciliation of amount of revenue recognised with contract price
Revenue as per contracted price 66,639.69 59,463.73 58,556.30
(c) Contract balances
Trade Receivables 7,875.69 6,271.97 5,535.55
Contract Assets - Unbilled Revenue 256.13 95.33 221.20
Contract liabilities - Advance from customers 50.47 44.93 81.99
In case of Trade receivables, the Group charges interest on overdue trade receivables and are generally on terms of 0 to 90 days for customers other than related parties.
In case of related party, the Company charges interest from day one.
Contract assets represents revenue earned but yet to be billed.
Contract liabilities represents advances received for sales yet to be made.
(d) Set out below is the amount of revenue recognised from
Amounts included in contract liabilities at the beginning of the year 44.93 81.99 153.87
Performance obligation
The Group recognises revenue from sale of goods at the point in time when control of the goods is transferred to the customer, generally on delivery of the goods. The
performance obligation is satisfied upon delivery of the goods and payment is generally due within 0 to 90 days from delivery.
21. Other income
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest on fixed deposits 3.03 3.66 4.62
Interest from related parties (Refer note 32) 1.91 4.69 11.47
Interest from income tax 0.29 - 2.00
Interest on trade receivables and others 39.78 73.09 5.50
Gain in foreign exchange fluctuation (net) 15.19 25.60 29.27
Rental Income 0.11 0.39 0.54
Management support fees from related parties (Refer note 32) - 11.98 -
Insurance claims received - 21.01 -
Liability towards custom/stamp duty written back - 1.05 49.50
Profit on sale of investment property - 2.11 -
Sundry balances written back (net) - 0.10 -
Ineffective portion of forward commodity contracts designated as fair value hedges (net) 18.24 - 3 6.96
Forward premium on realised and unrealised commodity contracts 201.48 - 58.92
Profit on disposal of property, plant & equipment (Net) 0.09 - -
Income on account of financial guarantee 3.35 - 0.60
Corporate guarantee commission 10.79 12.65 12.47
Lease modifications 7.20 1.52 1.81
Other non operating income 0.32 2.17 0 .22
301.78 160.02 213.88
397CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
22. Cost of raw materials consumed* For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Inventory at the beginning of the year 5,476.49 5,451.19 6,212.04
Add : Purchases during the year 60,826.09 53,069.58 51,103.82
66,302.58 58,520.77 57,315.86
Less : Inventory at the end of the year 7,069.19 5,476.49 5,451.19
Cost of raw materials consumed** 59,233.39 53,044.28 51,864.67
*Fairvaluehedgesaremainlyusedtohedgetheexposuretochangeinfairvalueofcommoditypricerisks.Thefairvalueadjustmentremainspartofthecarrying
value of inventory and taken to profit and loss when the inventory is either sold or consumed.
The group has extended fair value hedge accounting on its inventory which forms part of raw material during the year, refer Note 45.
**RevenuefromoperationsandcorrespondingcostofrawmaterialsconsumedarereducedbyRs.26.03millionascomparedtotheauditedconsolidatedfinancial
statementsoffinancialyear24-25.Thisvarianceisonaccountofregroupingerrorwhichgotidentifiedandrectifiedintherestatedconsolidatedfinancialinformation
and it does not impact the profits / total equity of the Group.
23(a) Purchase of traded goods
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Purchase of traded goods 7 .05 1.20 -
7.05 1.20 -
23(b) Changes in inventories of finished goods and traded goods
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Opening Stock
-Finished goods 5 35.33 598.44 1,157.15
-Traded goods - - -
Closing Stock
-Finished goods 9 37.80 535.33 598.44
-Traded goods 1 2.94 - -
Change in inventory ( 415.41) 6 3.11 5 58.71
24. Employee benefits expenses
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Salaries, wages and bonus 1,305.65 1,143.25 1,076.91
Contribution to provident and other funds 34.31 28.90 26.22
Gratuity expense (Refer note 39) 18.29 14.92 13.68
Staff welfare expenses 95.17 104.23 97.25
1,453.42 1,291.30 1,214.06
25. Finance costs
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest expense:
- On income Tax 7.80 7.40 3.14
- Interest to related parties (Refer note 32) 0.03 5.14 6.34
- Interest cost on lease liabilities (refer note 31(a)) 28.08 29.96 19.98
- On borrowings and others 552.84 476.92 363.19
- Other finance costs 3.36 - -
Exchange difference to the extent considered as an adjustment to borrowing cost 14.86 5.68 27.29
Lead bank and annual processing fees, etc. 5.11 12.51 14.31
612.08 537.61 434.25
26. Depreciation and amortization expense
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment (Note 6) 543.64 411.23 395.23
Depreciation on Investment property (Refer note 7) - 0.05 0.07
Amortisation of intangible assets (Refer note 9) 4.71 2.57 2.69
Depreciation of right-of-use assets (Refer Note 31(a)) 78.58 82.01 69.84
626.93 495.86 467.83
398CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
27. Other expenses
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Consumption of stores and spares 197.88 2 11.96 2 34.65
Consumption of packing materials 36.89 37.01 4 2.94
Power & fuel 1,875.17 1 ,606.38 1,514.21
Bank charges 16.76 12.99 2 5.60
Repair and maintenance of:
- Plant and equipment 269.56 2 16.43 2 32.23
- Buildings 44.81 45.66 6 3.47
- Others 4.25 28.72 3 2.39
Printing and stationery 1.23 3.69 4 .24
Rent paid 107.87 93.68 8 5.33
Insurance charges 29.13 22.78 2 3.14
Rates and taxes 12.06 16.03 1 1.30
Advertisement, publicity and sales promotion 11.42 8.80 3 .36
Travelling and conveyance expenses 84.06 62.15 6 1.41
Vehicle running and maintenance 7.79 5.49 8 .88
Freight and cartage outward 333.72 3 35.15 3 80.56
Communication expenses 38.01 23.84 1 8.38
Payment to statutory auditor (Refer details below)* 4.70 5.57 6 .03
Legal and professional expenses 67.95 32.94 8 6.22
Loss on disposal of property, plant & equipment, intangible asset and devaluation of assets held for 18.02 14.60 1 .23
sale (net)
Charity and donation - 0.03 0 .44
Security service expenses - 0.24 0 .64
Dross processing expenses 11.01 - -
Director sitting fees 2.68 2.50 2 .25
Commission on currency and commodity derivatives 64.69 52.90 3 5.35
Fluctuation in Foreign Exchange (net) 35.82 - -
Ineffective portion of forward commodity contracts designated as fair value hedges (net) - 11.39 -
Realised and unrealised profit on undesignated portion of fair value hedge (net) - 4.50 -
Sundry balances written off (net) 0.53 - 0 .31
Impairment allowance for trade Receivables- Credit impaired 2.36 - -
Corporate Social Responsibility 9.49 45.19 4 1.71
Procurement commission 0.47 1.01 -
Sales Commission 8.01 9.16 6 .48
Miscellaneous expenses 52.90 39.70 5 4.74
Total 3,349.23 2,950.49 2,977.49
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
*Payment to statutory auditor:
As auditors:
Audit fee 4.70 4.91 5.73
In other capacity
Other services (certification etc.) - 0.47 0.13
Reimbursement of expenses - 0.19 0.17
Total 4.70 5.57 6.03
399CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
28.TheCodeonSocialSecurity,2020(‘Code’)relatingtoemployeebenefitsduringemploymentandpost-employmentbenefitsreceivedPresidentialassentinSeptember
2020.TheCodehasbeenpublishedintheGazetteofIndia.However,thedateonwhichtheCodewillcomeintoeffecthasnotbeennotified.TheGroupwillassessthe
impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.
29. Earnings Per Share (EPS)
BasicanddilutedEPSamountsarecalculatedbydividingtheprofitfortheyearattributabletoequityshareholdersoftheParentCompanybytheweightedaveragenumberof
equity shares outstanding during the year.
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Profit/(loss) attributable to equity holders 1,424.60 ( 8,443.27) 976.60
Weighted average number of equity shares in share capital account* 2 1,90,55,489 2 2,03,49,243 2 2,12,68,171
Total number of equity shares outstanding at the end of the year 2 1,90,55,489 2 1,90,55,489 2 2,12,68,171
Total number of equity shares outstanding used for computing basic and diluted EPS 2 1,90,55,489 2 2,03,49,243 2 2,12,68,171
Basic and diluted earnings per share 6 .50 ( 38.32) 4 .41
*TheParentCompanyvideBoardresolutiondatedJuly20,2023accordedapprovalforbuybackoffullypaid-upequitysharesoffacevalueofINR2/-(RupeesTwoeach)
upto 22,12,682 at a price of INR 135.58/- per equity shares. The weighted average number of equity shares outstanding has been computed taking effect of such buy back.
30. Assets held for Sale
ThemanagementoftheGrouphasidentifiedcertainitemsofproperty,plantandequipmentwhicharenotbeingusedandarebeingdisposedoff.Suchitemsofproperty,
plant and equipment have been disclosed as Assets held for sale as per below details:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) Gross block of assets transferred from property, plant & equipment (refer note 6) 26.03 4.96 10.39
b) Accumulated depreciation on above assets transferred from property, plant & equipment
(refer note 6) 20.90 1.99 5.27
c) Loss accounted based on fair value expected to be realised - 2.14 3.57
Net Assets held for sale 5.13 0.83 1.55
400CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
31. Leases:
a. Leases as a lessee
Operating lease : Group as lessee
The Group has entered into operating leases for offices, factory land & buildings and guest houses with lease terms from one year to nine years. The Group also has certain leases of guest houses and certain plant & equipment on lease with lease terms
of 12 months or less.
The Group has utilised the exemptions provided for short-term leases (less than a year) and leases for low value assets other than from related parties.
The Group has utilised hindsight in determining the lease terms where contracts contained options to extend or terminate the lease.
Initial direct costs are excluded from the measurement of right-of-use assets at the date of initial application.
The weighted average of Group’s incremental borrowing rate applied to lease liabilities at the date of initial application was 9.00% and 8.56%.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
Offices Factory land and Residential Buildings Leasehold Land* Total
Particulars
building
As at March 31, 2022 6.21 130.18 76.28 153.74 3 66.41
Lease modifications/adjustments (0.59) (13.76) 8.97 - ( 5.38)
Addition during the year - 22.37 - 155.89 1 78.26
Depreciation expense for the year 5.62 38.61 23.83 6.50 7 4.56
As at March 31, 2023 - 1 00.18 6 1.42 3 03.13 4 64.73
Lease modifications/adjustments - - ( 8.20) - ( 8.20)
Addition during the year 1 20.89 4 1.61 9 3.32 - 2 55.82
Depreciation expense for the year 1 0.46 3 9.72 3 0.05 6 .47 8 6.70
As at March 31, 2024 110.43 102.07 116.49 296.66 625.65
Lease modifications/adjustments - (39.36) (21.17) - ( 60.53)
Addition during the year - - 75.43 85.09 1 60.52
Depreciation expense for the year (refer note 6 (5) & 26) ** 13.95 25.43 32.71 6.50 7 8.59
As at March 31, 2025 9 6.48 3 7.28 1 38.04 3 75.25 6 47.05
* Includes leasehold land of Rs. 63.11 million acquired in FY 22-23 pursuant to a Scheme of arrangement which is pending to be registered in the name of the Parent Company. Also refer note 6.
** including Rs. nil ( March 31, 2024 : Rs.4.70 million March 31, 2023 : Rs. 4.72 million) charged to pre-operative expenses.
Set out below are the carrying amounts of lease liabilities and the movements during the year:
Particulars Amount in Million
As at March 31, 2022 239.28
Accretion of interest for the year 19.98
Lease modifications/adjustments 7.19
Addition during the year 21.60
Payments for the year 84.09
As at March 31, 2023 189.58
Current lease liabilities 60.00
Non current lease liabilities 129.58
Accretion of interest for the year 29.96
Lease modifications/adjustments 9.72
Addition during the year 255.82
Payments for the year 99.83
As at March 31, 2024 365.81
Current lease liabilities 76.24
Non current lease liabilities 289.57
Accretion of interest for the year 28.08
Lease modifications/adjustments 68.17
Addition during the year 75.42
Payments for the year 91.37
As at March 31, 2025 309.77
Current lease liabilities 55.26
Non current lease liabilities 254.51
Considering the lease term of the leases, the effective interest rate for lease liabilities is considered at 9.00% and 8.56%.
401CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Undiscounted lease liabilities are as follows:
Particulars On demand Less than 12 months 1-5 years >5 years Total undiscounted Carrying amount of
liabilities
As at March 31, 2023 - 74.02 145.71 - 219.73 189.58
As at March 31, 2024 - 104.33 705.24 123.14 932.71 365.81
As at March 31, 2025 - 56.49 151.18 108.54 316.21 309.77
Considering the lease term of the leases, the effective interest rate for lease liabilities is considered at 8.56% p.a - 9.00% p.a. (31 March 2024: 8.56% p.a. - 9.00% p.a.)(31 March 2023: 8.56% p.a. - 9.00% p.a.)
The following are the amounts recognised in statement of profit and loss and pre-operative expense for the period/year :
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Depreciation expense of right-of-use assets 78.59 86.69 74.56
Interest expense on lease liabilities 28.08 29.96 19.98
Expense relating to short-term leases (included in other expenses) 107.87 93.68 85.33
Total amount recognised in profit or loss 214.54 210.33 179.87
For maturity analysis of lease liability, refer note 37 Financial risk management framework and policies under maturities of financial liabilities.
TheGrouphadtotalcashoutflowsforleasesofRs.199.20 million(March31,2024:Rs.193.51million;March31,2023:Rs.169.42million)intheyearendedMarch31,2025.Therearenofuturecashoutflowsrelatingtoleasesthathavenotyet
commenced.
Extensionandterminationoptionsareincludedinanumberof leases.TheseareusedtomaximiseoperationalflexibilityintermsofmanagingtheassetsusedintheGroup’soperations.Themajorityofextensionandterminationoptionsheldare
exercisable only by the Group and not by the respective lessor.
Payments associated with short-term leases other than leases from related parties are recognised on a straight-line basis as an expense in statement of profit and loss. Short-term leases are leases with a lease term of 12 months or less.
Lease Rental Income
Operating lease : Group as lessor
The Group had leased out its Building situated at Hemkunt Tower, Nehru Place, New Delhi w.e.f March 01, 2021. The Said lease was for three years with a lock in period of 12 months. The said property has been sold during the FY 23-24.
Lease rental income recognised in the statement of profit or loss for the year is Rs. 0.12 million (March 31, 2024: Rs. 0.39 million ;March 31, 2023: Rs. 0.54 million) (including rental income from property appearing in investment property).
Future minimum rentals receivable under non-cancellable operating leases are as follows:
Particulars Up to 1 Year 1-2 years 2-3 years 3-4 years 4-5 years Beyond 5 years
As at 31-03-2023 0.12 0.12 0.12 0.08 - -
As at 31-03-2024 0.12 0.12 0.08 - - -
As at 31-03-2025 0.12 0.08 - - - -
0.12 0.12 0.08 - - -
402CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
31(b). Capital and other commitments
(i) Capital Commitments
a) At March 31, 2025 the estimated amount of contracts remaining to be executed on capital account and not provided for is Rs.2,048.47 million (March 31, 2024: Rs. 1,156.61 million;March 31, 2023: Rs. 1,140.66 million) (net of advances).
(ii) Contingent Liabilities
(A) Demands*
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
i) Under Customs Act, 1962
(a) Demands for differential custom duty payable on enhanced assessable value of import of raw materials. The Parent Company has preferred an appeal. 4.17 4.17 4.17
(b)Demandsfordifferentialcustomdutypayableonenhancedassessablevalueofimportofrawmaterials.Duringthepreviousyear,theParentCompanyhasreceived 83.64 83.64 83.64
favourable orders on which department has preferred an appeal.
(c) Demands under appeals of Parent Company 5.81 5.81 5.81
(d) Outstanding guarantee furnished by bank on behalf of the company in respect of provisional assessment of Custom duty 1 3.21 1 3.21 -
ii) Under Central Excise Act, 1944
-DemandraisedbyCommissionerofCentralExcise,AlwardisallowingCENVATcreditfortheperiod13.11.2014to30.09.2015(includingpenalty)ontheground 1 81.21 1 81.21 1 81.21
thatCenvatcreditonimportedaluminiumscraphasbeentaken onthebasisofExcisechallansissuedbytheDadriDivisionoftheParentCompany,arenot valid
documentsfortakingCenvatcredit.Further,demandfortheperiodfrom2012-13to31July2015wasraisedonthegroundthatsalesofsegregateditemsfrom
aluminiumscrapareliableforreversalofCenvatcredit. TheParentCompanyfiledanappealbeforetheCESTAT,NewDelhiandagainstthesaidorder. CESTAT
vide order dated 23/11/2017 set aside the order passed by the Commissioner Central Excise, Alwar and remanded back the case to the Commissioner of Central Excise,
AlwarwithadirectiontoallowCenvatCreditafterverificationthatthegoodshavebeenreceivedinthefactoryoftheParentCompanyatBhiwadiandalsoto
reconsiderthereversalofCenvatcreditonsalesofsegregateditemsonthebasisofcircularissuedbyCBECclarifyingthatsegregationofunusableitemsfrombrass
scrapamountstomanufactureandthesaleofsuchsegregateditemsisliabletobetaxedonthebasis ofsalevaluethereofattherateofdutyapplicableontheitems
sold. The Parent Company has received order in its favour. However, the department has preferred an appeal in the High Court of Rajasthan.
- Demands (including penalty) raised based on a special audit of the Parent Company: 2 9.05 2 9.05 2 9.05
(a) Non-payment / short payment of service tax on services received by the Company under reverse charge
(b) Non-payment / short payment of service tax on services provided by the Company
(c) Non reversal of CENVAT Credit on input removal as such and on capital goods sold after use.
(d) Wrong availment of CENVAT Credit of central excise duty on ineligible inputs and input services.
The Parent Company has filed an appeal.
-DemandraisedbyexciseauthoritiesfordisallowanceofCENVATcreditfortheperiod01.10.2015to01.06.2017(includingpenalty)allegingthatCenvatcrediton 1 38.26 1 38.26 1 38.26
shreddedaluminiumscraphasbeentakenbasistheExcisechallanswhichwereissuedbytheParentCompany,Dadriwithoutregistrationnumberandwhichwere
subjecttodifferentjurisdiction.TheParentCompanyhadfiledanappealbeforeCESTATandhadreceivedfavourableorderinthesaidmatter.However,the
department has preferred an appeal in the High Court of Rajasthan.
- Demand (including penalty) for the period from August 01, 2015 to June, 2017 was raised on account of non reversal of Cenvat credit on sales of segregated items on 3 3.03 3 3.03 3 3.03
thegroundthatsegregateditemsfromaluminiumscrapareunsuitableforthemanufactureoftheirfinishedgoodsi.e.,AluminiumIngotormoltenanddoesnot
constituteamanufacturingactivity.TheParentCompanyhadfiledanappealbeforeCESTATandhadreceivedfavourableorderinthesaidmatter.However,the
department has preferred an appeal in the High Court of Rajasthan.
-Demand(includingpenalty)raisedontheshortagesnotedduringthesearchconductedbytheExciseofficersofthefactorypremisesoftheParentCompany.The 1 2.29 1 2.29 1 2.29
Parent Company had filed an appeal and now the matter has been referred back to the divisional bench
-Showcause notice received bythe ParentCompanyappropriatingdemand ofRs.2.16millionalongwith applicableinterest andpenaltyforService taxon 4.32 4.32 4.32
Procurement commission, Sales Commission, Technical fee and Guarantee Commission for the period from April, 2015 to June, 2017.
TheParentCompanyhadreceivedorderfromDeputycommissioneragainstthesameincludingequivalentamountofpenalty.Duringthepreviousyear,theParent
Company has preferred an appeal against the same.
-ShowcausenoticereceivedbytheGroupappropriatingdemandofRs.7.18millionalongwithapplicableinterestandpenaltyforwrongavailmentofcenvatcrediton 1 4.37 1 4.37 1 4.37
Aluminium Ingot alleging that Aluminium Ingot have not been used in the production process.
TheParentCompanyhadreceivedorderfromAdditionalcommissioneragainstthesameincludingequivalentamountofpenalty.Duringthepreviousyear,theParent
Company has preferred an appeal against the same.
- Other demands raised on Parent Company under Central Excise Act, 1944 under appeals 1 5.32 1 5.32 1 8.98
iii) Under Finance Act, 1994
Inoneofthesubsidiarycompany,Demands(includinginterest)raisedonaccountofnonpayment/shortpaymentofservicetaxunderreversechargeandproceedings 0.14 0.14 0.14
pending before CESTAT, Haryana
In one of the subsidiary company, contingent liability on account of service tax for the year 2015 to June 2017 vide OIO IV/09.13.2019-ADJ DT 19/03/2021. The - - 1.79
subsidiary company has received order in its favour.
403CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
iv) Under Sales Tax Act/Entry Tax Act under appeal for various years
- Demand raised (including equal amount of interest) on wrong availment of Input tax credit on against Input tax paid on the purchase of DEPB License 1 7.10 1 7.10 1 7.10
The Parent Company is in appeal.
-DemandraisedduringtheyearforinputtaxcreditwronglyavailedinFY2016-17(includinginterestofRs1.91million).Thematterhasbeensettledunderonetime - - 1.91
settlement scheme.
-DemandraisedduringtheyearforshortdepositionoftaxafterverificationofCformsinFY2016-17(includinginterestofRs3.00million).Thematterhasbeen - - 6.13
settled under one time settlement scheme.
- Other demands raised on Parent Company under Sales Tax Act/ Entry Tax Act under appeals 0.09 0.91 2.05
- In one of the subsidiary company, demand raised by Sales Tax/VAT authority during the assessment for F.Y. 2015-16 1.22 1.22 1.22
- Vehicle detained by state tax officer Under section 129 & 130 of the GST Act 2017 against it we have submitted bank guarantee of Rs 1.45 million 1.45 - 0.29
v) Under Goods & Service Tax Act under appeal for various years
Inoneofsubsidiarycompany,DemandonaccountofHighutilizationofITC3BVS2AdifferencefortheperiodfromApril2019toMarch2020underSection73of 1 7.07 1 6.19 6.84
CGST ACT and Rules 2017. The subsidiary company has filed appeal to Appellate Authority.
In one of the subsidiary company, demand on account of wrong availment of cenvat credit in TRANS-1. The subsidiary company has received order in its favour. - - 0.63
-OIOOrderinFormGSTDRC-07issuedvideRefNo.ZD330424239418Edated29/04/2024. issueregardingTaxdifranceGSTR9VsGSTR1,WaybillVsGSTR 1 1.06 - -
9,ExcessITCTakeninRCM,GSTR2AVsGSTR3B, andBlockCreditundersection17(5)fortheperiodApril2018toMarch2019u/s73CGSTACTandRules
2017
OIOOrderinFormGSTDRC-07issuedOrderReferenceNo.:ZD330824294927Qdated30-08-2024.issueregardingExcessITCTakeninRCM,GSTR2AVs 3 3.00 - -
GSTR 3B, and Block Credit under section 17(5) for the period April 2019 to March 2020 u/s 73 CGST ACT and Rules 2017
-Duringthecurrentyear,theParentCompanyhasreceivedademandorderforperiodfromJuly,2017toMarch,2020forChennailocationforincorrectreversalof 5 0.99 5 0.99 -
ITC, unreconciled ITC, excess ITC availed and wrong availment of taxes during transition.
The Parent Company has filed a writ petition in High Court of Madras challenging the order.
-Duringthecurrentyear,theParentCompanyhasreceivedademandorderforperiodfromJuly,2017toMarch,2018forHaridwarlocationformismatchbetweenITC 1 0.56 1 0.56 -
as per GSTR 2A & GSTR 3B and availment of ineligible ITC.
The Parent Company has filed an appeal.
-During the current year, the Parent Company has received a demand order for period from July, 2017 to March, 2018 for excess availment of ITC. 5.73 5.73 -
The Parent Company has filed an appeal.
ShowcausenoticereceivedbytheCompanyappropriatingdemandofRs.1.71millionalongwithapplicableinterestandpenaltyforexcessavailmentofITCthrough 1.71 1.71 -
Tran-1.
Duringthecurrentyear,theCompanyhasreceivedorderfromDeputycommissioneragainstthesameandtheCompanyhasfiledappealtoCommissioner(Appeal)
against the same.
- Other demands/Show Cause notice raised on Parent Company under Goods & Service Tax Act under appeals - - 1.33
vi) Under Income Tax Act, 1961
- In case of Parent Company, Demand raised (including interest) on account of disallowance u/s 43(b) of the Income Tax Act, 1961 for the AY 2018-19. 28.25 28.25 28.25
- Demand raised (including interest) for disallowance for assessment year 2021-2022 1.41 1.41 -
-Inoneofthesubsidiarycompany,demandraisedunderSection69CofIncomeTaxActforA.Y.2015-16,andthesubsidiarycompanyhaspaidRs6.75millionas 33.73 33.73 33.73
20% of the total demand under protest. The subsidiary company is in appeal before CIT Appeals.
- In one of the subsidiary company, Demand raised for assessment year 2021-22 under Section 68 of Income Tax Act 1961. 43.73 43.73 85.75
- In one of the subsidiary company, Demand of Rs 16.42 million under section 154 of Income tax Act 1961 for Income credited under section 115 JB for MAT Credit 16.42 16.42 -
- In one of the subsidiary company, Demand raised for assessment year 2020-21 under Section 270A of Income Tax Act 1961. - - 0.90
vii) Other Claims
In one of the subsidiary company, contingent liability on account of legal case in Madras High court filed by ex-workers of the subsidiary company. 6.14 6.14 6.14
In one of the subsidiary company, contingent liability on account of legal case on enhancement of land purchase price by farmers. 1 3.70 1 3.70 1 3.70
In one of the subsidiary company, contingent liability on account of legal case by worker before Industrial tribunal Cum Labour court 0.04 0.04 0.04
ANon-bankingFinancingCompany('NBFC')hadsanctionedSupplyChainFinancingLimittotheParentCompany,asasub-limitofacustomer.Undersuchlimit, 39.94 39.94 39.94
duringan earlieryearsuchNBFChaddiscountedsalesbillsofcustomerandanamountofRs.39.94million(March31,2024:Rs34.92million;March31,2023:Rs
34.92 million) is outstanding ( which includes interest portion on it).
AsperthetermsofSanctionletter,incasethecustomerfailstopaytheoutstandingamountincludinginterestonduedate,thesamewillberecoveredfromcustomer
byliquidationofsecurity/PDCchequesprovidedbythecustomer.Further,incasetheoutstandingisnotrealisabletherecoursewillbeontheParentCompany.
NBFChasobtainedpostdatedchequesfromcustomerbeforediscountingthesalesbillstotheParent CompanyandthustheclaimofNBFCliesagainstcustomerand
not against the Parent Company.
NBFChasinitiatedlegalproceedingsagainsttheParentCompany,andoneofitsDirectorsinrelationtotheamountoutstandingandpenalinterest.TheParent
CompanyhasfiledacounterclaimagainstNBFCofRs.50millionfordefamationandarecoverysuithasbeenfiledbytheParentCompany.TheGrouphasdisclosed
penal interest as contingent liabilities.
404CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
TheCommissionerofCentralExcise,Delhi(“CE”)passedanorderdated27.10.2011againsttheParentCompanyallegingthat,theParentCompanyhadavailedCENVATCredit,undertheCenvatCreditRules,2004,foranaggregateamountof
Rs158.58milliononpurchaseofaluminiumscrapswhichwereutilizedinclandestinemannerandwithoutproperaccounting. AdditionallytheParentCompanywasdirectedtopayanamountofRs41.76milliononaccountofdutyshortpaid
onclearanceofaluminiumdrossintheguiseofashandresidue.TheParentCompanyfiledappealagainstthesaidorderofCEbeforeCustoms,ExciseandServiceTaxAppellateTribunal,PrincipalBench,NewDelhi(“CESTAT”)andthe
CESTATaftercarefulperusalofthefactsandcircumstancesofthecaseandappreciationoftheevidenceavailableandattendingcircumstancespassedanorderdated04.12.2015inthefavouroftheParentCompanybysettingasideallthe
allegationsoftheCEforthereasonsamebeingbaselessanduncorroborated.CEfiledaprosecutioncaseintheCourtofChiefJudicialMagistrate,Faridabadintheyear2016u/s9and9AAoftheCentralExciseAct,1944.Section9and9AA
laysdowntheprovisionaboutcriminalprosecution,imprisonmentandpenalty.TheamountofpenaltyreferredunderSection9and9AAoftheCentralExciseAct,1944cannotbeascertainedsincethispurelydependsuponthediscretionofthe
judge,thereforethequestionofquantificationofcontingentliabilitydoesnotariseatthisjunctureatall.Moreover,inprosecutioncasesthefocusofthecourtsaremoreonimprisonmentnotmonetaryrecoveryforwhichappealistheright
remedy. The Parent Company based on in-house assessment does not expect any liability on account of above.
*Basedonthefavourabledecisionsinsimilarcases,assessmentofin-houselegaladvisor,discussionswiththeconsultantsandlegalopinionsobtainedbytheGroupincaseof(i)to(vii)above,theGroupbelievesthatithasgoodmeritsonthe
matters and hence no provision there-against is considered necessary.
(B) Guarantees As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Guarantee given to MIZUHO Bank on behalf of
Nikkei CMR Aluminium Private Limited 2 86.00 1 82.00 -
Guarantee given to SMBC Bank on behalf of
Nikkei CMR Aluminium Private Limited 1 04.00 5 2.00 -
(C)TherearenumerousinterpretativeissuesrelatingtotheSupremeCourt(SC)judgmentonPFdated28thFebruary,2019.Asamatterofcaution,theGrouphasprospectivelychangedthePFpolicy.Thesameshallbeupdated,ifrequiredon
receiving further clarity on the subject.
(D) Contingent liability in one of the joint venture company :
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
(a) Matter related to payment of custom duty and Integrated Goods and Service Tax which is pending with Hon'ble High Court of Gujarat related to classification of 4 7.26 4 7.26 4 7.26
raw material (refer note (i) below)
(b) Contingent Liability on account of Debit note raised by Chiho Tiande (HK) Limited pending settlement 2.09 2.09 2.09
(c) Contingent Liability on account pending reconciliation / settlement with Chiho Environmental Recycling Industries 4.47 4.47 4.47
Total 5 3.82 5 3.82 5 3.82
Note (i): Department of Revenue Intelligence (DRI) customs, carried out search at the factory premises of the joint venture company on 29 July, 2020. The principal allegation levelled by the customs department was that the joint venture
company filed the Bill of Entry of their import material by declaring the description as “discarded and non-serviceable semi-broken/broken motor” by mentioning CTH 7204 49 00 under the other Ferrous Waste and Scrap whereby imports are
subject to 2.5% customs duty. However, the department’s contention was that the duty to be paid on the imports as per Copper scrap Barely/Birch at 5% customs duty. Based on the search, the department detained and seized joint venture
company's goods lying at the factory and raised demand for duty along with interest and other penal charges. Against the DRI action, the joint venture company filed Special Civil Application with the Hon'ble Gujarat High Court. The High
Court in their interim order dated 7 September 2020 stated that the joint venture company do not have to suffer the huge loss in their business, therefore, against the demand of ₹ 84.83 million, it was ordered that the joint venture company
provide bank Guarantee of Nationalized Bank of ₹ 20.00 million to the Custom authorities and also allowed the department to retain with them the raw materials/ goods up to the value of ₹ 100.00 million. Also, joint venture company has given
additional bank guarantee of ₹ 10.00 million to Custom authority for import of consignment at concessional 2.5% duty (as an advance). On further petition by the joint venture company , Hon’ble High Court of Gujarat vide it’s interim order
dated 6 April, 2021 ordered to release the goods worth ₹ 100.00 million which was restricted for use and then Hon’ble High Court of Gujarat vide it’s interim order dated 10 August, 2021 has instructed Customs authorities to return the bank
guarantee of ₹ 20.00 million and asked joint venture company to furnish bank Guarantee of Nationalized Bank of ₹ 2.00 million till the final determination of the matter of classification of the import material (discarded and non-serviceable semi-
broken/broken motor) which are being imported by the joint venture company. The amount of contingent liability represents differential amount of customs duty and integrated Goods and Services Tax thereon as per dispute relating to
classification.
Further,theGrouphasalsopledged75,00,000equitysharesinCMRToyotsuAluminiumIndiaPrivateLimitedheldbytheParentCompanywithStateBankofIndiainrespectofcreditfacilitiesgrantedbythebanktothisCMRToyotsu
Aluminium India Private Limited.
405CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
32. Related party disclosures
In accordance with the requirements of IND AS -24 'Related Party Disclosures', names of the related parties, related party relationship, transactions and outstanding
balances where control exists and with whom transactions have taken place during the year are:
(i) Names of related parties and related party relationship
(a) Key management personnel and their relatives
Mr. Gauri Shankar Agarwala-Chairman Emeritus
Mr. Mohan Agarwal - Managing Director
Mr. Akshay Agarwal - Director
Mr. Raghav Agarwal - Director
Mr. Balvinder Kumar - Independent Director
Mr. Gyan Mohan - Independent Director
Mr. Satpal Kumar Arora - Independent Director
Ms. Rashmi Verma - Independent Director
Mrs. Kalawati Agarwal - Relative of a Director
Mrs. Pratibha Agarwal - Relative of a Director
Mrs. Mandakini Agarwal - Relative of a Director
Mrs. Ekas Agarwal - Relative of a Director
Mrs. Rajni Bagla - Relative of a Director
Mr. Ajay Bansal- Chief Financial Officer ( w.e.f from April 8, 2023 till May 10, 2023)
Mr. Satish Kaushik-Chief Financial Officer (w.e.f from January 20, 2024 to June 06, 2024)
Mr. Virender Kumar Shimar - Chief Financial Officer (w.e.f from May 21, 2025 to August 27, 2025)
Mr. Yugak Kishor Garg - Chief Financial Officer (w.e.f from August 27, 2025)
Mr. Lohit Chhabra-Company Secretary ( till January 10, 2023)
Ms. Sonam Garg- Company Secretary (w.e.f from June 16, 2023 and to October 24, 2023)
Ms. Srishti Saxena- Company Secretary ( w.e.f from January 20, 2024)
(b) Joint Venture Partners
Joint Venture Partner in CMR-Nikkei India Private Limited: Nikkei MC Aluminium Company Limited
Joint Venture Partner in CMR-Toyotsu Aluminium India Private Limited :- Toyota Tshusho Corporation
Joint Venture Partner in CMR-Kataria Recycling Private Limited :- Kent Industrial Park Private Limited (till June 30,2024)
Joint Venture Partner in CMR-Chiho Recycling Technologies Private Limited : - Chiho Environmental Global Holdings Limited (Joint Venturer)
Joint Venture Partner in CMR Chiho Industries India Private Limited :- Chiho Environmental Global Holdings Limited - Hongkong (Joint Venturer)
Joint Venture Partner in Nikkei CMR Aluminium India Private Limited :- Nikkei MC Aluminium Co. Ltd (Joint Venturer)
(c) Subsidiaries of Joint Venture Partners
Toyota Tsusho India Private Limited - Subsidiary company of Toyota Tshusho Corporation
(d) Parent of Joint Venture
Nippon Light Metal Co. Ltd - Parent Company of Nikkei MC Aluminium Co. Ltd
(e) Joint Ventures of the Group
CMR-Chiho Recycling Technologies Private Limited
CMR Chiho Industries India Private Limited
Nikkei CMR Aluminium India Private Limited
(f) Entities over which Company , or key managerial personnel or their relatives , exercise significant influence:
CMR Tech Solutions Private Limited
Akshay Agarwal Family Private Trust
GS Agarwala Family Private Trust
K Agarwal Family Private Trust
Raghav Agarwal Family Private Trust
Mohan Agarwal HUF
Gauri Shankar Agarwala HUF
Sanjivani Metal Trading Private Limited
KGS Partners LLP
KGS Partners
GSK Partners
ERA Luxe Gifting
406CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
(ii) The following table provides the total value of transactions those have been entered into with related parties for the relevant financial year:
Particulars Key management personnel & their relatives Associates, Joint Ventures and Joint Venture Partners Enterprises over which Directors and their relatives
have significant influence
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Transactions during the year:
Sale of goods
Nikkei MC Aluminium Company Limited - - - 219.95 1,504.98 1 ,828.30 - - -
Nikkei CMR Aluminium India Private limited - - - - 0.20 - - - -
Toyota Tsusho Corporation - - - 143.60 636.02 6 50.49 - - -
Nippon Light Metal Co. Ltd - - - 4.72 - - - - -
Sanjivani Metal Trading Private Limited - - - - - - - 2 15.27 192.34
Sale of property, plant and equipment
Nikkei CMR Aluminium India Private Limited - - - 9.63 0.16 - - - -
Purchase of raw materials and traded goods
CMR-Chiho Industries India Private Limited - - - - - 1 .40 - - -
Sanjivani Metal Trading Private Limited - - - - - - 13.32 2 18.62 220.62
Kataria Automobiles Pvt. Ltd - - - - - - - 1 .51 -
Purchase of property, plant and equipment
CMR-Chiho Recycling Technology Private Limited - - - - - 2 .77 - - -
CMR-Chiho Industries India Private Limited - - - - - 8 .38 - - -
Sanjivani Metal Trading Private Limited - - - - - - - - 7.23
Purchase of store items
CMR-Chiho Industries India Private Limited - - - - - 5 .61 - - -
Nikkei MC Aluminium Company Limited - - - - 0 .03 - -
Sanjivani Metal Trading Private Limited - - - - - - - 0.05
Commission paid
Toyota Tsusho India Private Limited - - - - 7.93 6 .15 - - -
Corporate Guarantee commission Received
Toyota Tsusho India Private Limited - - - - 12.65 1 2.47 - - -
Loan given
Satish Kaushik - - 1.40 - - - - - -
Loan received back
Satish Kaushik - - 1.26 - - - - - -
Loan taken
CMR-Chiho Recycling Technologies Private Limited **** - - - - - 4 .27 - - -
Kent Industrial Park Private Limited - - - - 12.49 6 .60 - - -
Loan repaid
CMR-Chiho Recycling Technologies Private Limited - - - - - 1 .15 - - -
CMR Tech Solutions Private Limited - - - - - - - 2 .47 -
Kent Industrial Park Private Limited (represents conversion to equity share - - - - - 4 .24 - - -
capital)
Expenses made Other on behalf of related Party
Sanjivani Metal Trading Private Limited - - - - - - - - 0.06
Expenses made on behalf of related Party
Nikkei-CMR Aluminium India Private Limited - - - - 89.61 4 .39 - - -
CMR Tech Solutions Private Limited - - - - - - - 0 .14 -
CMR-Chiho Recycling Technologies Private Limited - - - - - 0 .95 - - -
407CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Freight Expenses
Toyota Tsusho India Private Limited - - - - 0.52 0 .35 - - -
Interest Paid
CMR Tech Solutions Private Limited - - - - - - - 0 .23 0.19
Sanjivani Metal Trading Private Limited - - - - - - 0.03 3 .61 5.81
Kent Industrial Park Private Limited - - - - 1.31 0 .34 - - -
Remuneration Paid ***
Mr Mohan Agarwal 22.97 20.03 18.21 - - - - - -
Mr G.S Agarwala 12.55 11.00 6.84 - - - - - -
Mr Akshay Agarwal 10.26 8.49 4.76 - - - - - -
Mr Raghav Agarwal 6.27 4.57 3.17 - - - - - -
Mrs. Mandakini Agarwal 2.16 1.98 1.80 - - - - - -
Mr. Satish Kaushik 3.33 1.29 5.89 - - - - - -
Mr. Lohit Chhabra - - 1.36 - - - - - -
Ms. Rajni Bagla 2.00 2.00 - - - - - - -
Ms. Ayushi Agrawal 0.23 -
Ms Sonam Garg - 0.21 - - - - - - -
Ms Srishti Saxena 1.40 0.25 - - - - - - -
Mr Ajay Bansal - 1.37 - - - - - - -
Ms. Ayushi Verma 0.20 - - - - - - - -
Ms. Neelam Malik 0.20 0.40 - - - - - - -
Mr. SS Rana 6.02 6.50 - - - - - - -
Mr.Sumit Gupta 0.92 - - - - - - - -
Ms .Ekas Aggarwal 2.16 1.08 - - - - - - -
Sitting Fees
Mr. Satpal Kumar Arora 0.65 0.75 0.65 - - - - - -
Mr. Balvinder Kumar 0.68 0.55 0.45 - - - - - -
Ms. Rashmi Verma 0.60 0.50 0.45 - - - - - -
Mr. Gyan Mohan 0.75 0.70 0.70 - - - - - -
Mrs. Suman Bala - 0.002 - - - - - -
Interest Received
Sanjivani Metal Trading Private Limited - - - - - - 1.29 4 .69 11.47
Investment made in Equity portion of Corporate Guarantee
Nikkei CMR Aluminium India Private Limited - - - 0.23 0.12 - - - -
Guarantee Given
Nikkei-CMR Aluminium India Private Limited - - - 156.00 234.00 - - - -
Guarantee Withdrawn
CMR Chiho Industries India Private Limited - - - - - 3 50.00 - - -
Management support fees Received
Toyota Tsusho India Private Limited - - - 8.34 - - - - -
Nikkei-CMR Aluminium India Private Limited - - - - 11.98 - - - -
Payment against lease liabilities
Smt. Kalawati Agarwal* - 1.65 3.30 - - - - - -
Shri Mohan Agarwal** 26.70 24.84 26.73 - - - - - -
Smt. Pratibha Agarwal* - 1.80 3.60 - - - - - -
Rent Paid
Kataria Automobiles Pvt Ltd(Makarba) - - - - - - - 0 .01 -
Buyback of equity shares
Mr. G.S Agarwala - 75.00 - - - - - - -
Smt. Kalawati Agarwal - 75.00 - - - - - - -
* Rent of Rs. Nil (March 31, 2024 : Rs 3.45 million;March 31, 2023 : Rs 6.90 million) paid to Smt. Kalawati Agarwal and Smt. Pratibha Agarwal for residence of Shri. Akshay Agarwal.
** Rent of Rs 26.70 million (March 31, 2024 : Rs 24.84 million;March 31, 2023 : Rs 26.73 million) paid to Shri Mohan Agarwal for residence of Shri Gauri Shankar Agarwala.
*** including rent free accommodation paid to landlords (related parties) already disclosed above and excluding provision for gratuity and leave encashment.
**** Conversion of interest accrued to loan.
408CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
(iii) Balances as at the year end:
Particulars Key management personnel & their relatives Associates, Joint Ventures, Fellow Subsidiaries and Enterprises over which Directors and their relatives
Joint Venture Partners have significant influence
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Trade Receivables
Nikkei MC Aluminium Company Limited - - - - - 1 83.74 - - -
Nikkei-CMR Aluminium India Private Limited - - - 0.43 2.44 - - - -
CMR-Chiho Industries India Private Limited - - - 2.18 2.18 2 .18 - - -
Toyota Tsusho Corporation - - - - - 3 9.84 - - -
Sanjivani Metal Trading Private Limited - - - - - - 2.36 1 0.93 -
Interest Recoverable
Sanjivani Metal Trading Private Limited - - - - - - - 4 .22 8.55
Borrowings
CMR Tech Solutions Private Limited - - - - - - 0.38 0.18 2.65
CMR-Chiho Recycling Technologies Private Limited - - - 66.66 60.15 6 0.15 - - -
Kent Industrial Park Private Limited - - - - 20.32 7 .83 - - -
Trade payables
CMR-Chiho Industries India Private Limited - - - 62.14 61.05 6 1.05 - - -
CMR-Chiho Recycling Technologies Private Limited - - - 3.86 10.37 3 .86 - - -
Toyota Tsusho India Private Limited - - - - 2.13 - - - -
Sanjivani Metal Trading Private Limited - - - - - - 461.26 4 61.16 454.33
Nikkei CMR Aluminium India Private limited - - - 12.41 - -
Kataria Automobile Private Limited - - - - 0.53 0 .03 - - -
Advance to Suppliers
Sanjivani Metal Trading Private Limited - - - - - - - - 1.59
Toyota Tsusho India Private Limited - - - - - 0 .12 - - -
Interest Payable (shown under the head other financial liabilities)
CMR Tech Solutions Private Limited - - - - - - - 0 .20 0.17
Kent Industrial Park Private Limited - - - - - - - 1 .48 0.31
Other Receivable (shown under the head other financial assets)
Nikkei CMR Aluminium India Private Limited - - - 0.27 1.58 3 .66 - - -
Employee related Liabilities
Mr. Mohan Agarwal 0.67 1.77 1.36 - - - - - -
Mr. Akshay Agarwal 0.03 0.90 12.86 - - - - - -
Mrs. Mandakni Agarwal 0.12 0.12 0.13 - - - - - -
Mr. Raghav Agarwal 0.20 1.22 0.23 - - - - - -
Mr. Gauri Shankar Agarwala 0.27 1.70 7.56 - - - - - -
Mr. Satish Kaushik - 0.47 1.02 - - - - - -
Ms.Ayushi Agrawal 0.04 - - - - - - - -
Ms Ekas Aggarwal 0.12 0.14 - - - - - - -
Ms Srishti Saxena 0.09 0.08 - - - - - - -
Ms. Rajni Bagla 0.19 0.11 - - - - - - -
409CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Corporate Guarantee given on behalf of the subsidiary/Joint
Venture/Others
Nikkei CMR Aluminium India Private Limited - - - 390.00 234.00 - - - -
Kataria Automobile Private Limited - - - - 32.59 32.59 - - -
Investment made in Equity portion of guarantee
CMR-Chiho Industries India Private Limited - - - 4.50 4.50 4 .50 - - -
Nikkei CMR Aluminium India Private Limited - - - 0.35 0.12 - - - -
Loans/Advances to employees
Mr. Mohan Agarwal - - 0.10 - - - - - -
Mr. Akshay Agarwal - - 0.02 - - - - - -
Notes:
(i) The remuneration to the key managerial personnel and relatives as disclosed above does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for the Group as a whole.
Terms and conditions of transactions with related parties
1)Thesaleandpurchasefromrelatedpartiesaremadeontermsequivalenttothosethatprevailinarm'slengthtransaction. Outstandingbalancesattheyearendareunsecured.TheGrouphasnotrecordedanyimpairmentofreceivablesrelatingtoamounts
owed by related parties except disclosed above. This yearly assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
2) The Group charges and pays interest on daily balances of related parties at market rate other those taken/given from/to CMR-Chiho Recycling Technologies Private Limited and CMR-Chiho Industries India Private Limited.
410CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
(iv)Transactions eliminated during the year end
(a) CMR Green Technologies Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Nikkei India Private Limited Sale of goods 7,561.48 6,065.59 6,643.73
CMR - Toyotsu Aluminium India Private Limited Sale of goods 4,076.28 4,886.54 4,101.17
CMR Aluminium Private Limited Sale of goods 22.03 106.66 292.22
CMR NLM ECO Aluminium Private Limited Sale of goods 24.09 6.34 -
CMR Nikkei India Private Limited Sale of property, plant and equipment 1.99 0.42 2.19
CMR NLM ECO Aluminium Private Limited Sale of property, plant and equipment - 12.07 0.04
CMR Aluminium Private Limited Sale of property, plant and equipment 0.68 - -
CMR - Toyotsu Aluminium India Private Limited Sale of property, plant and equipment - 0.61 0.63
CMR Nikkei India Private Limited Sale of store items 0.78 0.44 2.53
CMR Aluminium Private Limited Sale of store items 0.12 0.01 0.27
CMR NLM ECO Aluminium Private Limited Sale of store items 0.47 0.09 -
CMR - Toyotsu Aluminium India Private Limited Sale of store items 5.71 3.11 1.72
CMR Nikkei India Private Limited Purchase of raw materials and traded goods 4,554.29 4,093.72 4,572.80
CMR - Toyotsu Aluminium India Private Limited Purchase of raw materials and traded goods 360.17 324.91 251.35
CMR Green LLC Purchase of raw materials and traded goods 3.00 - -
CMR NLM ECO Aluminium Private Limited Purchase of raw materials and traded goods 1,630.75 13.45 -
CMR Aluminium Private Limited Purchase of raw materials and traded goods 2,247.09 2,181.61 1,615.52
CMR Nikkei India Private Limited Purchase of property, plant and equipment 0.05 0.86 -
Purchase of property, plant and equipment - -
CMR Aluminium Private Limited 0.09
CMR - Toyotsu Aluminium India Private Limited Purchase of property, plant and equipment 1.31 0.02
3.46
CMR Nikkei India Private Limited Purchase of store items 0.73 0.74 1.88510178
CMR Aluminium Private Limited Purchase of store items 0.16 0.62 6.992
CMR NLM ECO Aluminium Private Limited Purchase of store items 0.00 - -
CMR - Toyotsu Aluminium India Private Limited Purchase of store items 0.73 3.21 15.64311856
CMR Nikkei India Private Limited Transfer of Hedging Gain (including 218.59 71.44 103.609
commission)
CMR - Toyotsu Aluminium India Private Limited Transfer of Hedging Gain (including 199.84 106.99 93.446
commission)
CMR NLM ECO Aluminium Private Limited Transfer of Hedging Gain (including 30.85 - -
commission)
CMR Aluminium India Private Limited Transfer of Hedging Gain (including 106.48 34.32 12.501
commission)
CMR Aluminium Private Limited Loan given - 448.91 -
CMR NLM ECO Aluminium Private Limited Loan given - 1,456.16 859.28
CMR NLM ECO Aluminium Private Limited Loan received back 169.76 828.35 487.27
CMR Aluminium Private Limited Loan received back - - 44.23
CMR NLM ECO Aluminium Private Limited Conversion of loan and interest into - 1,000.00
Investment -
CMR Aluminium Private Limited Conversion of loan and interest into - 700.00
Investment -
CMR Aluminium Private Limited Investment made - 300.00 -
CMR NLM ECO Aluminium Private Limited Investment made - 400.00 -
CMR Green LLC Investment made - 0.08 -
CMR Aluminium Private Limited Expenses made on behalf of related Party 0.03 0.65 0.39
CMR Nikkei India Private Limited Expenses made on behalf of related Party - 16.89 -
CMR - Toyotsu Aluminium India Private Limited Expenses made on behalf of related Party 8.95 1.85 -
CMR NLM ECO Aluminium Private Limited Expenses made on behalf of related Party 11.09 - -
CMR Nikkei India Private Limited Expenses made on behalf of related Party 31.20 30.89 11.02
CMR Aluminium Private Limited Expenses made on behalf of related Party 3.18 3.01 -
CMR - Toyotsu Aluminium India Private Limited Expenses made on behalf of related Party 6.95 6.17 16.13
CMR NLM ECO Aluminium Private Limited Expenses made on behalf of related Party 4.31 2.67 2.38
CMR Nikkei India Private Limited Interest expense 41.20 45.57 14.45
CMR - Toyotsu Aluminium India Private Limited Interest expense 13.30 0.68 2.06
CMR NLM ECO Aluminium Private Limited Interest expense 2.37 0.01 -
CMR Aluminium Private Limited Interest expense 37.66 13.35 7.94
CMR Nikkei India Private Limited Interest Received 0.42 2.09 18.09
CMR - Toyotsu Aluminium India Private Limited Interest Received 13.62 58.87 31.42
CMR NLM ECO Aluminium Private Limited Interest Received 18.16 11.26 22.47
CMR Aluminium Private Limited Interest Received 0.02 6.63 18.89
CMR Aluminium Private Limited Guarantee Given 242.81 1,809.20 -
CMR NLM ECO Aluminium Private Limited Guarantee Given 813.50 356.49 2,010.00
CMR Nikkei India Private Limited Management Support Services 121.42 115.39 104.42
CMR - Toyotsu Aluminium India Private Limited Management Support Services 82.89 77.49 69.54
CMR - Toyotsu Aluminium India Private Limited Sales Commission Received 23.44 19.04 16.72
CMR Aluminium Private Limited Investment made in Equity portion of 1.65 1.25
guarantee 0.21
CMR- Kataria Recycling Private Limited Investment made in Equity portion of - 0.02
guarantee 0.01
CMR NLM ECO Aluminium Private Limited Investment made in Equity portion of 1.91 1.18
guarantee 0.60
CMR - Toyotsu Aluminium India Private Limited Investment made in Equity portion of 0.93 0.78
guarantee 2.03
411(b) CMR Nikkei India Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Green Technologies Limited Sale of goods 4,554.29 4,093.72 4,572.80
CMR - Toyotsu Aluminium India Private Limited Sale of goods 158.53 113.91 555.08
CMR Aluminium India Pvt Ltd Sale of goods 2,187.20 848.83 256.94
CMR Green Technologies Limited Sale of store items 0.73 0.74 1.89
CMR ECO ALUMINIUM PRIVATE LTD Sale of store items 0.02 0.00 -
CMR Aluminium India Pvt Ltd Sale of store items 0.22 0.59 0.28
CMR - Toyotsu Aluminium India Private Limited Sale of store items 0.45 0.02 -
CMR Green Technologies Limited Sale of Property, Plant & Equipment 0.05 0.86 10.40
CMR Aluminium India Pvt Ltd Sale of Property, Plant & Equipment 8.30 - 0.01
CMR ECO ALUMINIUM PRIVATE LTD Sale of Property, Plant & Equipment - 4.85 -
CMR - Toyotsu Aluminium India Private Limited Sale of Property, Plant & Equipment - 0.05 0.51
CMR Green Technologies Limited Purchase of goods 7,561.48 6,065.59 6,643.73
CMR ECO ALUMINIUM PRIVATE LTD Purchase of goods 50.40 - -
CMR Aluminium India Pvt Ltd Purchase of goods 4,143.84 2,414.38 4,290.23
Sanjivani Metal Trading Pvt. Ltd Purchase of goods - 116.00 95.80
CMR - Toyotsu Aluminium India Private Limited Purchase of goods 65.30 53.48 185.81
CMR Aluminium India Pvt Ltd Job Work Changes 15.21 188.65 3.96
CMR Green Technologies Limited Purchase of store items 0.78 0.44 2.53
CMR Aluminium India Pvt Ltd Purchase of store items 0.28 0.46 0.16
CMR - Toyotsu Aluminium India Private Limited Purchase of store items 0.34 0.71 0.00
CMR Green Technologies Limited Purchase of Property, Plant & Equipment 1.99 0.42 2.19
CMR - Toyotsu Aluminium India Private Limited Purchase of Property, Plant & Equipment 0.80 - -
CMR Aluminium India Pvt Ltd Purchase of Property, Plant & Equipment - 0.48 -
CMR Green Technologies Pvt. Ltd Expense made by others on behalf of us 31.20 30.89 11.02
CMR Aluminium India Pvt Ltd Expense made by others on behalf of us - 0.15 -
CMR - Toyotsu Aluminium India Private Limited Expense made by others on behalf of us 0.73 0.00 1.87
CMR Green Technologies Limited Expense made by us on behalf of others - 16.89 -
CMR - Toyotsu Aluminium India Private Limited Expense made by us on behalf of others - 0.01 -
CMR Aluminium India Pvt Ltd Expense made by us on behalf of others 6.07 12.76 3.30
CMR Green Technologies Limited Interest paid - - 3.64
CMR Aluminium India Pvt Ltd Interest paid 1.77 13.73 -
CMR NLM ECO Aluminium Private Limited Interest paid 0.44 - -
CMR - Toyotsu Aluminium India Private Limited Interest Received 6.17 16.91 12.84
CMR Green Technologies Limited Interest Received 40.78 43.49 -
CMR NLM ECO Aluminium Private Limited Interest Received - 0.29 -
CMR Aluminium India Pvt Ltd Interest Received - - 23.43
CMR Green Technologies Limited Management support fees 121.42 115.39 104.42
CMR Green Technologies Limited Commodity & Deriatives (Gain/(Loss) 218.59 81.59 103.61
CMR Welfare Foundation CSR 10.55 8.32 -
(C) CMR Toyotsu Aluminium India Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Green Technologies Limited Sale of goods 360.17 324.91 251.35
CMR Nikkei India Private Limited Sale of goods 65.30 53.48 185.81
CMR Aluminium Pvt. Limited Sale of goods 91.97 51.54 -
CMR ECO ALUMINIUM PRIVATE LTD Sale of goods 528.51 412.09 -
CMR Nikkei India Private Limited Sale of Store Item 0.34 0.71 0.00
CMR Aluminium Pvt. Limited Sale of Store Item 0.16 - -
CMR ECO ALUMINIUM PRIVATE LTD Sale of Store Item 0.57 0.20 0.07
CMR Green Technologies Limited Sale of Store Item 0.73 3.21 15.64
CMR Nikkei India Private Limited Sale of Property, Plant and Equipment 0.80 - -
CMR ECO ALUMINIUM PRIVATE LTD Sale of Property, Plant and Equipment 0.23 0.45 -
CMR Green Technologies Limited Sale of Property, Plant and Equipment 1.31 0.02 3.46
CMR Green Technologies Limited Purchase of goods 4,076.28 4,886.54 4,101.17
CMR Nikkei India Private Limited Purchase of goods 158.53 113.91 555.08
CMR Aluminium Pvt. Limited Purchase of goods 9.02 - 307.48
CMR ECO ALUMINIUM PRIVATE LTD Purchase of goods 920.17 202.35 3.78
CMR Green LLC Purchase of goods 3.64 - -
CMR Green Technologies Limited Purchase of Property, Plant and Equipment - 0.61
0.63
CMR Aluminium Pvt. Limited Purchase of Property, Plant and Equipment - 0.06 -
CMR Nikkei India Private Limited Purchase of Property, Plant and Equipment - 0.05
0.51
CMR Green Technologies Limited Purchases of Store Items 5.71 3.11 1.72
CMR Aluminium Pvt. Limited Purchases of Store Items 0.19 1.35 0.04
CMR ECO ALUMINIUM PRIVATE LTD Purchases of Store Items 0.07 - -
CMR Nikkei India Private Limited Purchases of Store Items 0.45 0.02 -
CMR Nikkei India Private Limited Expenses made by others on behalf of us - 0.01 -
CMR NLM ECO Aluminium Private Limited Expenses made by others on behalf of us - 0.24 -
CMR Green Technologies Limited Expenses made by others on behalf of us 6.95 6.17 16.13
CMR Green Technologies Limited Expenses made on behalf of Co. 8.95 1.85 -
CMR ECO ALUMINIUM PRIVATE LTD Expenses made on behalf of Co. - 0.06 0.08
CMR Aluminium Pvt. Limited Expenses made on behalf of Co. - 0.01 0.40
CMR Nikkei India Private Limited Expenses made on behalf of Co. 0.73 0.00 1.87
CMR Green Technologies Limited Managament support fees 106.32 96.53 86.26
CMR Aluminium Pvt. Limited Interest Received 0.79 4.04 2.71
CMR Green Technologies Limited Commodity & Deriatives (Gain/(Loss) 199.84 127.65 93.45
CMR ECO ALUMINIUM PRIVATE LTD Interest Paid 15.29 1.39 -
CMR Nikkei India Private Limited Interest Paid 6.17 16.91 12.84
CMR Green Technologies Limited Interest Paid 0.32 58.19 29.36
CMR welfare Foundation CSR 3.90 10.58 -
CMR ECO ALUMINIUM PRIVATE LTD Job work Received 1.25 3.66 -
412(d)CMR Aluminum Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Nikkei India Private Limited Sale of goods 4,143.84 2,414.38 4,290.23
CMR Green Technologies Limited Sale of goods 2,247.09 2,181.61 1,615.52
CMR Toyotsu india Private limited Sale of goods 9.02 - 307.48
CMR Green Technologies Limited Sale of property, plant and equipment - - 0.09
CMR Nikkei India Private Limited Sale of property, plant and equipment - 0.48 -
CMR Toyotsu india Private limited Sale of property, plant and equipment - 0.06 -
CMR Nikkei India Private Limited Sale of Store 0.28 0.46 0.16
CMR Green Technologies Limited Sale of Store 0.16 0.62 6.99
CMR Toyotsu India Private limited Sale of Store 0.19 1.35 0.04
CMR NLM ECO Aluminium Private Limited Sale of Store 0.04 0.72 0.04
CMR Nikkei India Private Limited Purchase of raw materials and traded goods 2,187.20 848.83
256.94
CMR Toyotsu india Private limited Purchase of raw materials and traded goods 91.97 51.54 -
CMR ECO Aluminium India Private Limited Purchase of raw materials and traded goods 122.74 - -
CMR Green LLC Purchase of raw materials and traded goods 2.98 - -
CMR Green Technologies Limited Purchase of raw materials and traded goods 22.03 106.66
292.22
CMR Nikkei India Private Limited Purchase of property, plant and equipment 8.30 - -
CMR NLM ECO Aluminium Private Limited Purchase of property, plant and equipment 0.16 0.59 -
CMR Green Technologies Limited Purchase of property, plant and equipment 0.68 - -
CMR Nikkei India Private Limited Purchase of store items 0.22 0.59 -
CMR toyotsu india Private limited Purchase of store items 0.16 - -
CMR Green Technologies Limited Purchase of store items 0.12 0.01 -
CMR Green Technologies Limited Commodity or Deriavtives(Gain/Loss) 106.48 34.32 12.50
CMR Green Technologies Limited Loan repaid - - 44.23
CMR Green Technologies Limited Conversion of Loan and interest into - 700.00 -
Investment
CMR Nikkei India Private Limited Expenses made by other on our behalf 6.07 12.76 -
CMR Green Technologies Limited Expenses made by other on our behalf 3.18 3.01 -
CMR Toyotsu Aluminium India Private Limited Expenses made by other on our behalf - 0.01 -
CMR Nikkei India Private Limited Expenses made on behalf of related Party 0.03 0.15 -
CMR Green Technologies Limited Expenses made on behalf of related Party - 0.65 0.39
CMR NLM ECO Aluminium Private Limited Interest Paid 1.48 - -
CMR Toyotsu Aluminium India Private Limited Interest Paid 0.79 4.04 5.54
CMR Green Technologies Limited Interest Paid - - 18.89
CMR Nikkei India Private Limited Interest Paid - - 33.82
CMR Green Technologies Limited Investment - 300.00 -
CMR Nikkei India Private Limited Interest received 1 .77 1 3.73 10.39
CMR Green Technologies Limited Interest received 37.64 6.72 7.94
CMR ECO ALUMINIUM PRIVATE LTD Interest received - 0 .02 -
CMR Toyotsu Aluminium India Private Limited Interest received - - 2.827
CMR Nikkei India Private Limited Job Work Charge Received 1 5.21 1 88.65 3.96
CMR Welfare Foundation Corporate Social Responsibility 0.91 - -
CMR Green Technologies Limited Guarantee given 242.81 1,809.20 -
CMR Kataria Recycling Private Limited Purchase of raw materials and traded goods - - 0.685
CMR Nikkei India Private Limited Purchase of property, plant and equipment - - 0.01
CMR Nikkei India Private Limited Purchase of store items - - 0.283
CMR Green Technologies Limited Purchase of store items - - 0.27
CMR Kataria Recycling Private Limited Purchase of raw materials and traded goods 3.12 - -
413(e)CMR NLM ECO Aluminium Private Limited (Formerly CMR ECO Aluminium Private Limited)
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Green Technologies Limited Non-current borrowing - 400.00 -
CMR Green Technologies Limited Sale of goods 1,630.75 13.45 -
CMR Toyotsu Aluminium Private limited Sale of goods 920.17 202.35 3.78
CMR Aluminium Private Limited Sale of goods 122.74 - -
CMR Nikkei India Private Limited Sale of goods 50.40 - -
CMR Aluminium Private Limited Sale of Property Plant and Equipement 0.16 0.59 -
CMR Green Technologies Limited Sale of Store 0.00 - -
CMR - Toyotsu Aluminium India Private Limited Sale of Store 0.07 - -
CMR Green Technologies Limited Purchase of Goods 24.09 6.34 -
CMR Nikkei India Private Limited Purchase of Goods 0.02 - -
CMR - Toyotsu Aluminium India Private Limited Purchase of Goods 528.51 412.09 -
CMR Aluminium Private Limited Purchase of Property,Plant and - - 0.04
Equipmment
CMR - Toyotsu Aluminium India Private Limited Purchase of Property,Plant and 0.23 0.45 -
CMR Nikkei India Private Limited Purchase of Property,Plant and - 4.85 -
CMR Green Technologies Limited Purchase of Property,Plant and - 12.07 0.04
Equipmment
CMR Aluminium Private Limited Purchase of store items 0.04 0.72 0.00
CMR Green Technologies Limited Purchase of store items 0.47 0.09 -
CMR Nikkei India Private Limited Purchase of store items - 0.00 -
CMR - Toyotsu Aluminium India Private Limited Purchase of store items 0.57 0.20 0.07
CMR Toyotsu Aluminium Private limited Expense by us on behalf of others 11.09 0.24 0.08
CMR Green Technologies Limited Expense by us on behalf of others - - 2.38
CMR Green Technologies Limited Expense by other on behalf of us 4.31 2.67 -
CMR Toyotsu Aluminium Private limited Expense by other on behalf of us - 0.06 -
CMR Toyotsu Aluminium Private limited Job Work Paid 1.25 3.66 -
CMR Green Technologies Limited Loan Received - 1,456.16 474.94
CMR Green Technologies Limited Loan Repaid 169.76 828.35 102.93
CMR Green Technologies Limited Conversion of loan taken and interest - 1,000.00 -
CMR Green Technologies Limited Commodity Gain/Loss 30.85 - -
CMR Aluminium Private Limited Interest Paid - 0.02 -
CMR Nikkei India Private Limited Interest Paid - 0.29 -
CMR Green Technologies Limited Interest Paid 15.79 11.26 22.47
CMR Toyotsu Aluminium Private limited Interest Received 15.29 1.39 -
CMR Aluminium Private Limited Interest Received 1.48 - -
CMR Nikkei India Private Limited Interest Received 0.44 - -
CMR Green Technologies Limited Corporate Guarantee Received 813.50 356.49 2,010.00
(f) CMR Welfare Foundation
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Green Technologies Limited Donation Received 20.90 1.28 0.001
CMR Aluminium India Private Limited Donation Received 0.91 - -
CMR Nikkei India Private Limited Donation Received 10.55 8.32 1.75
CMR Toyotsu Aluminum India Private Limited Donation Received 3.90 10.58 -
(g) CMR Kataria Recycling Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Kent Industrial Park Private Limited Interest paid - 1.31 0.34
CMR Aluminium Private Limited Sale of goods - 14.26 0.69
CMR Nikkei India Private Limited Sale of goods - - 4.53
CMR Green Technologies Limited Loan Received - 14.22 8.92
CMR Green Technologies Limited Loan Repaid - - 8.10
CMR Green Technologies Limited Reimbursement - 1.89 0.48
CMR Green Technologies Limited Interest paid - 1.21 0.28
CMR Green Technologies Limited Corporate Guarantee withdraw - 57.89 -
CMR Green Technologies Limited Rent - 0.04 -
(v) Balances as at the year end
(a) CMR Green Technologies Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Nikkei India Private Limited Trade Receivables - - 55.31
CMR - Toyotsu Aluminium India Private Limited Trade Receivables - - 497.25
CMR Aluminium Private Limited Advance to Supplier - - 241.24
CMR NLM ECO Aluminium Private Limited Advance to Supplier 542.37 - -
CMR Aluminium Private Limited Trade Payables 374.94 612.08 -
CMR Nikkei India Private Limited Payable to subsidiary companies on account 21.51 - -
CMR - Toyotsu Aluminium India Private Limited of outstanding derivative contracts 13.14 - -
CMR Aluminium Private Limited 3.30 - -
CMR NLM ECO Aluminium Private Limited 3.38 - -
CMR Nikkei India Private Limited Receivable from subsidiary companies on - 20.80 9.60
CMR - Toyotsu Aluminium India Private Limited account of outstanding derivative contracts - 22.94 9.32
CMR Aluminium Private Limited - 4.39 3.94
CMR NLM ECO Aluminium Private Limited Loans - 169.76 521.72
CMR - Toyotsu Aluminium India Private Limited Interest Recoverable - 52.37 26.42
CMR NLM ECO Aluminium Private Limited Interest Recoverable - 10.13 20.23
CMR Aluminium Private Limited Interest Recoverable - - 9.85
CMR Nikkei India Private Limited Interest Recoverable - - 3.28
CMR - Toyotsu Aluminium India Private Limited Management Support fees receivable - 4.07 4.69
CMR Nikkei India Private Limited Management Support fees receivable - 9.24 6.37
CMR - Toyotsu Aluminium India Private Limited Commission receivable - 1.72 1.48
CMR - Toyotsu Aluminium India Private Limited Advance from customer 192.02 81.87 -
CMR Nikkei India Private Limited Advance from customer 291.76 575.21 -
CMR Nikkei India Private Limited Interest Payable - 39.14 -
CMR Aluminium Private Limited Interest Payable - 6.05 -
CMR Nikkei India Private Limited 7.45 7.45 7.45
CMR Aluminium Private Limited Investment made in Equity portion of 4.22 2.56 1.31
CMR NLM ECO Aluminium Private Limited guarantee 3.69 1.78 0.60
CMR - Toyotsu Aluminium India Private Limited 15.74 14.81 14.03
CMR - Toyotsu Aluminium India Private Limited Corporate Guarantee given on behalf of the 1,558.50 1,558.50 1,558.50
CMR Aluminium Private Limited subsidiary/Joint Venture/Others 2,752.01 2,509.20 700.00
CMR NLM ECO Aluminium Private Limited 3,179.98 2,366.49 2,010.00
414(b) CMR Nikkei India Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Green Technologies Limited Trade payables - - 64.95
CMR Aluminium Private Limited Trade payables 181.83 55.06 71.66
CMR - Toyotsu Aluminium India Private Limited Trade payables 0.00 - -
CMR NLM ECO Aluminium Private Limited Trade payables 12.34 - 0.06
CMR Green Technologies Limited Advance to Suppliers 291.76 611.85 -
CMR Green Technologies Limited Payable to holding company on account of - 8.17
9.61
outstanding derivative contracts
CMR - Toyotsu Aluminium India Private Limited Trade Receivables 184.79 54.82 11.51
CMR NLM ECO Aluminium Private Limited Trade Receivables - 0.53 -
CMR Green Technologies Limited Receivable from holding company on 21.51 - -
account of outstanding derivative contracts
(c) CMR Toyotsu Aluminium India Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Nikkei India Private Limited Trade payables 184.79 54.82 11.51
CMR NLM ECO Aluminium Private Limited Trade payables 109.98 - 3.61
CMR Green Technologies Limited Payable to holding company on account of - 9.75
outstanding derivative contracts 9.34
CMR Green Technologies Limited Receivable from holding company on 13.14 - 0
account of outstanding derivative contracts
CMR NLM ECO Aluminium Private Limited Advance From Customer - 425.83 -
CMR Green Technologies Limited Advance to Supplier 192.02 36.96 0
CMR Aluminium India Pvt Ltd Trade Receivable 12.82 3.40 5.67
CMR Green Technologies Limited Corporate Guarantee given on behalf of the 1,558.50 1,558.50
1,558.50
company by
(d)CMR Aluminum Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Toyotsu Aluminium India Private Limited Trade payable 12.82 3.40 5.67
CMR Green Technologies Limited Trade payable - - 251.09
CMR NLM ECO Aluminium Private Limited Trade payable 13.22 - 0
CMR Green Technologies Limited Trade receivables 374.94 618.12 0
CMR Nikkei India Private Limited Trade receivables 181.83 55.06 71.66
CMR NLM ECO Aluminium Private Limited Trade receivables - 0.04 0.04
CMR Green Technologies Limited Corporate Guarantee given on behalf of the 2,752.01 2,509.20
company by 700.00
CMR Green Technologies Limited Receivable from holding company on 3.30 - 0
account of outstanding derivative contracts
CMR Green Technologies Limited Payable to holding company on account of - 4.39
outstanding derivative contracts 3.95
(e)CMR NLM ECO Aluminium Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Green Technologies Limited Borrowings - 169.76 521.73
CMR Green Technologies Limited Non -current Borrowings 1,400.00 1,400.00 -
CMR Green Technologies Limited Interest Payable 14.21 10.13 20.23
CMR - Toyotsu Aluminium India Private Limited Advance to Supplier - 425.83 -
CMR Nikkei India Private Limited Trade Receivables 11.89 - -
CMR - Toyotsu Aluminium India Private Limited Trade Receivables 96.22 - -
CMR Aluminium Private Limited Trade Receivables 11.94 - 3.61
CMR Aluminium Private Limited Interest Receivables 1.34 - -
CMR Nikkei India Private Limited Interest Receivables 0.39 - -
CMR - Toyotsu Aluminium India Private Limited Interest Receivables 13.76 - -
CMR Nikkei India Private Limited Other Receivables - - 0.06
CMR Aluminium Private Limited Other Payables - 0.04 0.04
CMR Nikkei India Private Limited Other Payables - 0.53 -
CMR Green Technologies Limited Advance from Customer 524.78 - -
CMR Green Technologies Limited Corporate Guarantee outstanding at the end 3,179.98 2,366.49 2,010.00
of Reporting Period
(f) CMR Welfare Foundation
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Aluminium India Private Limited Other Receivable 0.01 - -
CMR Green Technologies Limited Other Receivable 0.02 - -
(g) CMR Kataria Recycling Private Limited
Particulars Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
CMR Green Technologies Limited Trade payables - 1.22 -
CMR Green Technologies Limited Other Financial Liabilities - 1.34 0.25
CMR Green Technologies Limited Loan Received - 19.33 6.57
CMR Aluminium Private Limited Trade Receivable - 2.24 0.82
CMR Green Technologies Limited Corporate Guarantee given on behalf of the - 33.92 33.92
Company By
415CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
33. Disclosure required under Section 186(4) of the Companies Act 2013
a) Particulars of Corporate Guarantees given as required by Section 186(4) of Companies Act 2013
Particulars CMR Chiho Nikkei CMR
Industries India Aluminium Private
Private Limited Limited
As at 31 March 2022 350.00 -
Guarantees given - -
Guarantees withdrawn 3 50.00 -
As at 31 March 2023 - -
Guarantees given - 2 34.00
Guarantees withdrawn - -
As on 31st March 2024 - 234.00
Guarantees given - 156.00
Guarantees withdrawn - -
As at March 31, 2025 - 390.00
The Parent Company had given corporate guarantees in respect of Letter of Credit/Bill Discounting facilities taken by the above joint venture companies, where the Parent Company is jointly and severally
liable.
b) Details of Investment made :
Particulars CMR - Chiho Nikkei CMR CMR - Chiho Isharays Energy Private Others* Total
Recycling Aluminium India Industries India Limited
Technologies Private Private Limited Private Limited
Limited
As at March 31, 2022 38.11 116.81 211.99 - 0.06 366.97
Share in profits/(loss) for the year - - - - - -
Add: Deemed investment for the year ( 0.61) 2.69 ( 5.24) - - (3.16)
As at March 31, 2023 37.50 1 19.50 2 06.75 - 0 .06 3 63.81
Share in profits/(loss) for the year ( 0.01) ( 4.66) ( 0.57) - - ( 5.24)
Add: Deemed investment for the year - 0.12 - - - 0 .12
Investments made during the year* - - - 7.60 - 7 .60
As at March 31, 2024 37.49 114.96 206.18 7.60 0.06 366.29
Add: Deemed investment for the year - 0.23 - - - 0 .23
Share in profits/(loss) for the year - ( 49.33) - - - ( 49.33)
Investments made during the year* - - - 1.90 - 1 .90
As at March 31, 2025 37.49 65.86 2 06.18 9.50 0 .06 3 19.09
* The above investments are in listed companies. However, the quoted price of the shares of these companies are not available as they are not being traded. Accordingly, these investments have been
considered as unquoted investments.
For relevant information on investments refer note 10 (a)
416CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
34. Segment information
AsperIndAS108identificationofsegmentisbasedonthemannerinwhichthecompaniesChiefOperatingdecisionmakers'(CODM)reviewsthebusinesscomponentsregularlytomakedecisionsabout
allocating resources to segment and in assessing its performance.
TheExecutiveManagementCommitteeistheChiefOperatingDecisionMaker(CODM)andmonitorstheoperatingresultsofitsbusinessunitsseparatelyforthepurposeofmakingdecisionsaboutresource
allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements.
The chief operating decision maker reviews business performance at an overall Group level as one segment "Aluminium ingots, zinc ingots,billets,Wrought alloys".
Business Segment
TheGroupmanufacturesandsellsaluminiumandzincbasedalloysanddoestradingandjobworkoftheseproducts.Theproductshavethesamerisksandreturnswhicharepredominantlygovernedby
market condition i.e. demand and supply position and hence have been considered as representing a single business segment.
Geographical Segment
The analysis of geographical segment is based on geographical location of its customers. The following table shows the distribution of revenue by Geographical segment.
a) Summary of total revenue by Geographical area are as follows:
Products and services
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from external customers :
India 65,635.01 56,716.46 54,687.98
Outside India 1 ,029.84 2,807.96 3,997.09
Total 66,664.85 59,524.42 58,685.07
b) Summary of non- current assets by geographical location is as follows:
Particulars As at As at
As at March 31, 2023
March 31, 2025 March 31, 2024
Property plant and equipment
India 6 ,018.90 5 ,488.36 4 ,261.14
Outside India - - -
Capital Work-in-progress
India 1 ,498.27 2 60.07 4 28.04
Outside India - -
Investment Property
India - - 2 .77
Outside India - - -
Goodwill
India - - 1 2,396.27
Outside India - - -
Intangible assets
India 2 4.75 1 7.67 2 .68
Outside India - - -
Intangible assets under development
India - - 7 .16
Outside India - - -
Right-of-use assets
India 6 47.05 6 25.65 4 64.73
Outside India - - -
Other Non current assets and financial assets
India 9 08.92 9 66.55 8 13.59
Outside India - - -
Total 9,097.89 7,358.30 18,376.38
c) Revenue from major customers :
Revenue from transactions with a single external customer amounting to 10 per cent or more of the Company’s revenues is as follows:
Name of The Customer For the year ended March 31, 2025 For the year ended March 31, 2024 For the year ended March 31, 2023
Revenue Revenue % Revenue Revenue % Revenue Revenue %
Customer A - - 6,246.22 10.49% - -
In FY 24-25 and FY 22-23 there is no customer which is having sales more than 10%.
417CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
35 . Fair values
Setoutbelow,isacomparisonbyclassofthecarryingamountsandfairvalueoftheGroup’sfinancialinstruments,otherthanthosewithcarryingamountsthatarereasonable
approximations of fair values.
Carrying value Fair value
As at As at As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Financial assets
A. Financial assets at fair value through profit or loss:
Investment in other equity instruments 9.56 7.66 0.06 9 .56 7 .66 0 .06
Mark to Market gain on commodity futures 129.96 30.95 1.61 129.96 30.95 1.61
Mark to market gain on derivatives contracts - - 1.71 - - 1.71
139.52 38.61 3.38 139.52 38.61 3.38
B. Amortised Cost:
Security deposits 70.27 76.68 65.18 7 0.27 7 6.68 6 5.18
Loans to employees 10.77 7.93 5.25 1 0.77 7 .93 5 .25
Interest accrued on fixed deposits 5.55 5.31 4.58 5 .55 5 .31 4 .58
8 6.59 8 9.92 7 5.01 8 6.59 8 9.92 7 5.01
Total 2 26.11 1 28.53 7 8.39 2 26.11 1 28.53 7 8.39
Financial liabilities
A. Amortised Cost:
Borrowings 8,940.33 4,986.52 3,681.86 8 ,940.33 4 ,986.52 3 ,681.86
Security deposits from customers/ others 33.05 31.56 33.42 3 3.05 3 1.56 3 3.42
Interest accrued but not due on borrowings 26.90 15.34 13.63 2 6.90 1 5.34 1 3.63
9,000.28 5,033.42 3,728.91 9,000.28 5,033.42 3,728.91
B. Financial liabilities at fair value through profit or loss:
Financial guarantee 0.23 0.12 - 0.23 0.12 -
Mark to Market loss on commodity futures 64.34 126.87 120.38 64.34 126.87 120.38
Mark to Market loss on commodity currency contracts - 0.35 - - 0.35 -
64.57 127.34 120.38 64.57 127.34 120.38
9 ,064.85 5 ,160.76 3 ,849.29 9 ,064.85 5 ,160.76 3 ,849.29
The management assessed that trade receivables, capital creditors, trade payables, and other current financial assets and liabilities (except financial guarantees and derivative assets
& liabilities) approximate their carrying amounts largely due to the short-term maturities of these instruments.
Thefairvalueofthefinancialassetsandliabilitiesisincludedattheamountatwhichtheinstrumentcouldbeexchangedinacurrenttransactionbetweenwillingparties,other
than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
Borrowings:-
ThefairvaluesoftheGroup’sinterestbearingborrowingsaredeterminedbyusingdiscountedcashflow(DCF)methodusingdiscountratethatreflectstheissuer’sborrowingrate
as at the end of the reporting period.
Derivative Instruments:-
The fair value of foreign exchange forward contact is determined using the foreign exchange spot rates at the balance sheet date. The derivatives are entered into with the banks
with investment grade credit ratings. The fair value of commodity & currency contracts is determined using the spot rates at the balance sheet date.
Investment in Other equity instruments, loan to employees, security deposit and Interest accrued on fixed deposits:-
Thefairvalueofinvestmentinotherequityinstruments,loantoemployees,securitydepositsandinterestaccruedonfixeddepositsapproximatesthecarryingvalueandhence,the
valuation technique and inputs have not been given.
418CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
36. Fair Value Hierarchy
Allfinancialinstrumentsforwhichfairvalueisrecognisedordisclosedarecategorisedwithinthefairvaluehierarchy,describedasfollows,basedonthelowestlevelinputthat
is insignificant to the fair value measurements as a whole.
Level 1 : Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2 : Valuation techniques for which the lowest level inputs that has a significant effect on the fair value measurement are observable, either directly or indirectly.
Level 3 : Valuation techniques for which the lowest level input which has a significant effect on fair value measurement is not based on observable market data.
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.
Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2025:
Fair value measurement using
Date of valuation Total Quoted prices in Significant Significant
active markets observable inputs unobservable inputs
(Level 1) (Level 2) (Level 3)
Assets measured at fair value (Note 35):
A. Financial assets at fair value through profit or loss:
Investment in equity shares (unquoted) March 31, 2025 9.56 - - 9 .56
Mark to Market gain on commodity futures March 31, 2025 129.96 - 129.96 -
139.52 - 129.96 9.56
B. Amortised Cost:
Security deposits March 31, 2025 70.27 - - 7 0.27
Loans to employees March 31, 2025 10.77 - - 1 0.77
Interest accrued on fixed deposits March 31, 2025 5.55 - - 5 .55
86.59 - - 86.59
Financial liabilities
A. Amortised Cost:
Borrowings March 31, 2025 8,940.33 - - 8,940.33
Security deposit from customers/ others March 31, 2025 33.05 - - 33.05
Interest accrued but not due on borrowings March 31, 2025 26.90 - - 26.90
9,000.28 - - 9,000.28
B. Financial liabilities at fair value through profit or loss:
Financial guarantee March 31, 2025 0.23 - - 0.23
Mark to Market loss on commodity futures March 31, 2025 64.34 - 64.34 -
64.57 - 64.34 0.23
There have been no transfers between Level 1 and Level 3 during the year ended March 31, 2025
Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2024:
Fair value measurement using
Date of valuation Total Quoted prices in Significant Significant
active markets observable inputs unobservable inputs
(Level 1) (Level 2) (Level 3)
Financial assets
A. FVTPL financial instruments:
Investment in equity shares (unquoted) March 31, 2024 7 .66 - - 7 .66
Mark to Market gain on commodity futures March 31, 2024 3 0.95 - 3 0.95 -
3 8.61 - 3 0.95 7 .66
B. Amortised Cost:
Security deposits March 31, 2024 7 6.68 - - 76.68
Loans to employees March 31, 2024 7 .93 - - 7 .93
Interest accrued on fixed deposits March 31, 2024 5 .31 - - 5 .31
8 9.92 - - 89.92
Financial liabilities
A. Amortised Cost:
Borrowings March 31, 2024 4 ,986.52 - - 4 ,986.52
Security deposit from customers/ others March 31, 2024 3 1.56 - - 31.56
Interest accrued but not due on borrowings March 31, 2024 1 5.34 - - 15.34
5,033.42 - - 5,033.42
B. Financial liabilities at fair value through profit or loss:
Financial guarantee March 31, 2024 0.12 - - 0 .12
Mark to Market loss on commodity futures March 31, 2024 126.87 - 126.87 -
Mark to Market loss on commodity currency contracts March 31, 2024 0.35 - 0 .35 -
127.34 - 127.22 0.12
There have been no transfers between Level 1 and Level 3 during the year ended March 31, 2024
Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2023:
Fair value measurement using
Date of valuation Total Quoted prices in Significant Significant
active markets observable inputs unobservable inputs
(Level 1) (Level 2) (Level 3)
Financial assets
A. FVTPL financial instruments:
Investment in Other Equity Instruments March 31, 2023 0 .06 - - 0 .06
Mark to market gain on derivatives contracts March 31, 2023 1 .61 - 1 .61 -
Mark to market gain on derivatives contracts March 31, 2023 1 .71 - 1 .71 -
3 .38 - 3 .32 0 .06
419B. Amortised Cost:
Security deposits March 31, 2023 6 5.18 - - 65.18
Loans to employees March 31, 2023 5 .25 - - 5 .25
Interest accrued on fixed deposits March 31, 2023 4 .58 - - 4 .58
7 5.01 - - 75.01
Financial liabilities
A. Amortised Cost:
Borrowings March 31, 2023 3 ,681.86 - - 3 ,681.86
Security deposit from customers/ others March 31, 2023 3 3.42 - - 33.42
Interest accrued but not due on borrowings March 31, 2023 1 3.63 - - 13.63
3,728.91 - - 3,728.91
B. Financial liabilities at fair value through profit or loss:
Mark to Market loss on commodity futures March 31, 2023 120.38 - 120.38 -
120.38 - 120.38 -
There have been no transfers between Level 1 and Level 3 during the year ended March 31, 2023.
Themanagementassessedthattradereceivables,capitalcreditors,tradepayables,andothercurrentfinancialassetsandliabilities(exceptfinancialguaranteesandderivative
assets & liabilities) approximate their carrying amounts largely due to the short-term maturities of these instruments.
Thefairvalueofthefinancialassetsandliabilitiesisincludedattheamountatwhichtheinstrumentcouldbeexchangedinacurrenttransactionbetweenwillingparties,other
than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
Borrowings:-
ThefairvaluesoftheGroup’sinterestbearingborrowingsaredeterminedbyusingdiscountedcashflow(DCF)methodusingdiscountratethatreflectstheissuer’sborrowing
rate as at the end of the reporting period.
Derivative Instruments:-
The fair value of foreign exchange forward contact is determined using the foreign exchange spot rates at the balance sheet date. The derivatives are entered into with the banks
with investment grade credit ratings. The fair value of commodity & currency contracts is determined using the spot rates at the balance sheet date.
Investment in Other equity instruments, loan to employees, security deposit and Interest accrued on fixed deposits:-
Thefairvalueofinvestmentinotherequityinstruments,loantoemployees,securitydepositsandinterestaccruedonfixeddepositsapproximatesthecarryingvalueandhence,
the valuation technique and inputs have not been given.
420CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
37. Financial risk management objectives and policies
TheGroup’sprincipalfinancialliabilitiescompriseofborrowings,leaseliabilities,tradepayables,financialguarantee,securitydepositsreceived,capitalcreditorsandemployeerelatedpayables.Themainpurpose
ofthesefinancialliabilitiesistofinancetheGroup’soperationsandtoprovideguaranteestosupportitsoperations.TheGroup’sprincipalfinancialassetsincludetradeandotherreceivablesandcash&cash
equivalent that derive directly from its operations. The Group also enters into derivative transactions.
TheGroupisexposedtomarketrisk,creditriskandliquidityrisk.TheGroup’sseniormanagementoverseesthemanagementoftheserisks.TheGroup’sseniormanagementisresponsibletoensurethatGroup’s
financialriskactivitieswhicharegovernedbyappropriatepoliciesandproceduresandthatfinancialrisksareidentified,measuredandmanagedinaccordancewiththeGroup’spoliciesandriskobjectives.All
derivativeactivitiesforriskmanagementpurposesarecarriedoutbyspecialistteamsthathavetheappropriateskills,experienceandsupervision.ItistheGroup’spolicythatnotradinginderivativesforspeculative
purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
Market risk
Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangeinmarketprice.Marketriskcompriseofinterestraterisk,currencyriskandotherpricerisk,
such as equity price risk and commodity risk.
The sensitivity analysis in the following sections relate to the position as at March 31, 2025; March 31,2024 and March 31,2023.
(a) Interest rate risk
Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates.Thefollowingtabledemonstratesthesensitivitytoareasonably
possiblechangeininterestratesonthatportionofloansandborrowingsaffected,aftertheimpactofhedgeaccounting.Withallothervariablesheldconstant,theGroup’sprofitbeforetaxisaffectedthroughthe
impact on floating rate borrowings, as follows:
Particulars Increase/ decrease in Effect on profit before tax
basis points
US dollar Borrowings
March 31, 2025
Borrowings +0.5 27.10
Borrowings -0.5 ( 27.10)
March 31, 2024
Borrowings +0.5 21.97
Borrowings -0.5 ( 21.97)
March 31, 2023
Borrowings +0.5 18.49
Borrowings -0.5 ( 18.49)
The above assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment.
Fair value sensitivity analysis for fixed rate instruments :-
The Group has not disclosed interest rate risks on any fixed rate financial liabilities at fair value through profit and loss. Therefore, a change in interest rates at the reporting date would neither affect profit or loss nor
affect equity.
(b) Foreign currency risk
TheGroupisexposedtoforeignexchangeriskarisingfromforeigncurrencytransactionsprimarilywithrespecttoUSDandEuro.Foreignexchangeriskarisesfromfuturecommercialtransactionsandrecognised
assetandliabilitiesdenominatedinacurrencythatisnottheGroup'sfunctionalcurrency.TheGroupimportsrawmaterialswhichexposesittoforeigncurrencyrisk.TheGroupholdsderivativeforeigncurrency
forwardcontractstomitigatetheriskofchangeinexchangerateonforeigncurrencyexposure.ThefollowingtablesdemonstratethesensitivitytoareasonablypossiblechangeinUSDandEuroexchangerates,with
all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities.
Below is the Group’s exposure to foreign currency risk changes.
March 31, 2025 Change in rate Effect on profit before tax
USD +5% (41.28)
USD -5% 41.28
Euro +5% (1.07)
Euro -5% 1.07
CNY +5% (1.28)
CNY -5% 1.28
March 31, 2024 Change in rate Effect on profit before tax
USD +5% (49.06)
USD -5% 49.06
Euro +5% (1.40)
Euro -5% 1.40
CNY +5% (0.13)
CNY -5% 0.13
March 31, 2023 Change in rate Effect on profit before tax
USD +5% 5.24
USD -5% (5.24)
Euro +5% 0.64
Euro -5% (0.64)
CNY +5% 0.37
CNY -5% (0.37)
Others +5% (0.02)
Others -5% 0.02
The above assumed movement in the basis points for foreign exchange sensitivity analysis is based on foreign risk exposure risk in the past.
(c) Commodity price risk
TheoperatingactivitiesoftheGrouprequiretheongoingpurchaseofaluminiumandscrap.Thepurchasepriceofthealuminiumscrapdependsontheglobalmetalmarket.TheGroupisexposedtoriskofvolatility
inthepricesofAluminium,Copper,BrassandStainlessSteeletc.TheGrouphasasignificantportionofpricedinventoryorpurchaseordersatanypointintimeduringtheyearwhichexposestheGroupto
Commodity price risk.
TheGroupusesderivativefinancialinstrumentssuchasforwardstohedgeitsrisksassociatedwithfluctuationinthepriceoftheproducts(Aluminium,Copper,BrassandStainlessSteeletc.)inaccordancewiththe
risk management strategy outlined by the Board of Directors.
TheGroupdesignatesforwardcommoditycontractsunderfairvaluehedgestohedgetheexposuretochangesinpricesofthecommoditiesforitsunrecognizedfirmcommitmentandexistinginventory,refernote45
for details on hedge accounting.
421CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
(d) Credit Risk
Creditriskistheriskthatcounterpartywillnotmeetitsobligationsunderafinancialinstrumentorcustomercontract,leadingtoafinancialloss.TheGroupisexposedtocreditriskfromitsoperatingactivities
(primarilytradereceivables)andfromitsfinancingactivities,includingdepositswithbanks.Managementhasacreditpolicyinplaceandtheexposuretocreditriskismonitoredonanongoingbasis.Credit
evaluations are performed on all customers requiring credit over a certain amount.
(i) Trade Receivable
CustomercreditriskismanagedaspertheGroup’sestablishedpolicy,proceduresandcontrolrelatingtocustomercreditriskmanagement.Creditqualityofacustomerisassessedbasedonanextensivecreditrating
scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.
Animpairmentanalysisisperformedateachreportingdateonanindividualbasisformajorcustomers.Thecalculationisbasedonexchangelosseshistoricaldata.Themaximumexposuretocreditriskatthe
reportingdateisthecarryingvalueofeachclassoffinancialassetsdisclosedbelow.TheGroupdoesnotholdcollateralassecurity.TheGroupevaluatestheconcentrationofriskwithrespecttotradereceivablesas
low on the basis of past default rates of its customers.
For ageing of trade receivables, refer note 14.
(ii) Financial instruments and cash deposits
CreditriskfrombalanceswithbanksismanagedbytheGroup’streasurydepartmentinaccordancewiththeGroup’spolicy.Investmentsofsurplusfundsaremadeonlywithapprovedcounterpartiesandwithin
creditlimitsassignedtoeachcounterparty.CounterpartycreditlimitsarereviewedbytheGroup’sBoardofDirectorsonanannualbasis.Thelimitsaresettominimisetheconcentrationofrisksandtherefore
mitigate financial loss through counterparty’s potential failure to make payments.
The Group’s maximum exposure to credit risk for the components of the Balance Sheet as at March 31, 2025; March 31, 2024 and March 31, 2023 is the carrying amounts as below.
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Security Deposits (Current & Non Current) 70.27 76.68 65.18
Loan to employees (Current & Non Current) 10.77 7.93 5.25
Trade receivables 7,875.69 6,271.97 5,535.55
Liquidity risk
The Group monitors its risk of a shortage of funds doing a liquidity planning exercise.
TheGroup’sobjectiveistomaintainabalancebetweencontinuityoffundingandflexibilitythroughtheuseofshorttermborrowingfacilitieslikebankoverdraft,cashcreditfacilityandbuyerscreditfacility.The
Group’streasuryfunctionreviewstheliquiditypositiononanongoingbasis.TheGroupassessedtheconcentrationofriskwithrespecttorefinancingitsdebtandconcludedittobelow.TheGrouphasaccesstoa
sufficientvarietyofsourcesoffundingandsurpluscashandcashequivalentonthebasisofexpectedcashflow.ThetablebelowsummarisesthematurityprofileoftheGroup'sfinancialliabilitiesbasedon
contractual undiscounted payment :
As at March 31, 2025
Total undiscounted Carrying amount of
Particulars On demand Less than 12 months 1-5 years >5 years
contractual cash flows liabilities
Borrowings 5,464.36 1,333.42 2,142.55 - 8,940.33 8,940.33 -
Lease liabilities - 56.49 151.18 108.54 316.21 309.77
Security deposit from customers/ others - 26.70 6.35 - 33.05 33.05
Interest accrued but not due on borrowings - 26.90 - - 26.90 26.90
Employee related liabilities - 67.02 - - 67.02 67.02
Payable for capital goods - 282.28 - - 282.28 282.28
Trade payables - 2,312.75 - - 2,312.75 2,312.75
Financial guarantee * - 390.00 - - 390.00 390.00
5,464.36 4,495.56 2,300.08 108.54 12,368.54 12,362.10
As at March 31, 2024
Total undiscounted Carrying amount of
Particulars On demand Less than 12 months 1-5 years >5 years
contractual cash flows liabilities
Borrowings 2,434.99 1,185.37 1,366.16 - 4,986.52 4,986.52
Lease liabilities - 104.33 705.24 123.14 932.71 365.81
Security deposit from customers/ others - 29.01 2.55 - 31.56 31.56
Interest accrued but not due on borrowings - 15.34 - - 15.34 15.34
Employee related liabilities - 63.14 - - 63.14 63.14
Payable for capital goods - 150.86 - - 150.86 150.86
Interest payable to related parties - 1.69 - - 1.69 1.69
Trade payables - 1,778.76 - - 1,778.76 1,778.76
Financial guarantee * - 234.00 - - 234.00 234.00
2,434.99 3,562.50 2,073.95 123.14 8,194.58 7,627.68
As at March 31, 2023
Total undiscounted Carrying amount of
Particulars On demand Less than 12 months 1-5 years >5 years
contractual cash flows liabilities
Borrowings 1,874.02 1,306.95 500.89 - 3,681.86 3,681.86
Lease liabilities - 74.02 145.71 - 219.73 189.58
Security deposit from customers/ others - 30.80 2.62 - 33.42 33.42
Interest accrued but not due on borrowings - 13.63 - - 13.63 13.63
Employee related liabilities - 63.34 - - 63.34 63.34
Payable for capital goods - 78.95 - - 78.95 78.95
Interest payable to related parties - 0.48 - - 0.48 0.48
Trade payables - 3,147.84 - - 3,147.84 3,147.84
1,874.02 4,716.01 649.22 - 7,239.25 7,209.10
Excessive risk concentration
Concentrationsarisewhenanumberofcounterpartiesareengagedinsimilarbusinessactivities,oractivitiesinthesamegeographicalregion,orhaveeconomicfeaturesthatwouldcausetheirabilitytomeet
contractualobligationstobesimilarlyaffectedbychangesineconomic,politicalorotherconditions.ConcentrationsindicatetherelativesensitivityoftheGroup’sperformancetodevelopmentaffectingaparticular
industry.TheGroupisnotexposedtoexcessiveconcentrationsincethecustomersoftheGrouparenotengagedinsimilarbusinessactivities.TheGrouphasastrongcustomerbaseandderivesitsrevenuesfrom
many customers belonging to different industries and corresponding trade receivables from varied number of customers.
422CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
38. Capital management
The Board’s policy maintains a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The Board of Directors monitor the return on capital employed as well as the level of dividend to shareholders.
For the purpose of the Group's capital management, capital includes issued equity capital and general reserves attributable to the equity
holders. The primary objective of the Group's capital management is to maximise the shareholders' value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the
financialcovenants.Tomaintainoradjustthecapitalstructure,theGroupmayadjustthedividendpaymenttoshareholders,returncapitalto
shareholders or issue new shares.
TheGroupmonitorscapitalusingagearingratio,whichisnetdebtdividedbytotalcapitalplusnetdebt.TheGroupincludeswithinnetdebt,
interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Trade payables [Note 17(b)] 2,312.75 1,778.76 3,147.84
Other financial liabilities [Note 17(c)] 514.92 389.81 310.20
Lease liabilities [Note 31(a)] 309.77 365.81 189.58
Borrowings [Note 17(a)] 8,940.33 4,986.52 3,681.86
Less: Cash and cash equivalents (Note 15) (17.68) (30.02) (319.46)
Net debts 12,060.08 7,490.88 7,010.02
Total equity 15,212.90 13,664.00 22,378.17
Capital and Net Debt 27,272.98 21,154.88 29,388.19
Gearing ratio (%) 44.22% 35.41% 23.85%
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2025 and March 31,
2024 ;March 31, 2023.
423CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
39. Employee benefits
Defined Contribution Plans - Provident Fund:
The group makes contribution towards employees’ provident fund. The group has contributed the following amount to:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Employers contribution to provident fund (including Employee's Pension Scheme 1995)* 31.95 26.72 23.87
Total 3 1.95 2 6.72 2 3.87
*net of benefit Rs nil ( March 31, 2024 : 0.68 million;March 31, 2023 : 0.47 million) received under Aatmanirbhar Bharat Rojgar Yojana.
Defined Benefit Plans - Gratuity:
ThegratuityplanisgovernedbythePaymentofGratuityAct,1972.UndertheAct,employeeswhohavecompletedatleastfiveyearsofserviceareentitledtospecific
benefit.Thelevelofbenefitprovideddependsonthemember'slengthofserviceandsalaryretirementage.Theemployeeisentitledtoabenefitequivalentto15dayssalary
lastdrawnsalaryforeachcompletedyearofservicewithpartthereofinexcessofsixmonths.Thesameispayableonterminationofserviceorretirementordeathwhichever
is earlier. The gratuity plan of the Group is unfunded.
Thepresentvalueoftheobligationundersuchdefinedbenefitplanisdeterminedbasedonanactuarialvaluationasatthereportingdateusingtheprojectedunitcredit
method,whichrecogniseseachperiodofserviceasgivingrisetoadditionalunitofemployeebenefitentitlementandmeasureseachunitseparatelytobuildupthefinal
obligation.Theobligationsaremeasuredatthepresentvalueoftheestimatedfuturecashflows.Thediscountrateusedfordeterminingthepresentvalueoftheobligation
under defined benefit plans is based on the market yields on Government bondsas atthe date of actuarialvaluation. Remeasurementgains and losses (netof tax) are
recognised immediately in the Other Comprehensive Income (OCI).
The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and amounts recognised in the balance sheet for
the gratuity plan:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Gratuity Gratuity Gratuity
(Unfunded) (Unfunded) (Unfunded)
Change in benefit obligation
Present value of obligation as at the beginning of the year 71.26 61.92 57.43
Add: Current service cost* 12.81 11.64 9.03
Add: Past service cost - - 0.69
Add: Interest cost 5.48 4.54 4.16
Add: Actuarial (Gain)/ loss 1.70 ( 4.42) ( 3.91)
Less: Benefits paid (7.92) ( 2.43) ( 5.48)
Less; Adjustment for subsidiary (0.30) - -
Liability recognized in the financial statements 83.04 71.26 61.92
* including Rs. Nil million (March 31, 2024 : Rs. 1.27 million;March 31, 2023 : Rs. 0.20 million ) charged to pre-operative expenses.
Amount recognised in Statement of Profit and Loss:
March 31, 2025 March 31, 2024 March 31, 2023
Current service cost 1 2.81 1 0.37 8.82
Interest cost on benefit obligation 5.48 4.54 4.16
Past service cost - - 0.69
Amount recognised in Statement of Profit and Loss 1 8.29 1 4.91 1 3.67
Amount recognised in Other Comprehensive Income:
March 31, 2025 March 31, 2024 March 31, 2023
Actuarial changes arising from changes in financial assumptions 2.34 0.97 ( 0.16)
Experience adjustments ( 2.21) ( 5.39) ( 3.75)
Amount of loss recognised in Other Comprehensive Income 0.13 ( 4.42) ( 3.91)
424CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
The principal assumptions used in determining gratuity liability for the Group’s plans are shown below:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Discount rate (%) 7.93-7.25 7.23-7.36 7.25-7.36
Future salary increases (%) 5.50 - 9.00 5.50 - 9.00 5.50 - 9.00
Retirement Age (Years) 58 - 60 58 - 60 58 - 60
Withdrawal rate
Up to 30 years 3% 3% 3%
From 31 to 44 years 2% 2% 2%
Above 44 years 1% 1% 1%
Mortality table IALM (2012-2014) IALM (2012-2014) IALM (2012-2014)
A quantitative sensitivity analysis for significant assumption as at March 31, 2025 is as shown below:
Gratuity Plan March 31, 2025
Assumptions Discount rate Future salary increase
0.5% increase 0.5% decrease 0.5% increase 0.5% decrease
Impact on defined benefit obligation (4.31) 4 .74 4 .54 ( 4.18)
A quantitative sensitivity analysis for significant assumption as at March 31, 2024 is as shown below:
Gratuity Plan March 31, 2024
Assumptions Discount rate Future salary increase
0.5% increase 0.5% decrease 0.5% increase 0.5% decrease
Impact on defined benefit obligation (3.77) 4.15 4 .03 ( 3.72)
A quantitative sensitivity analysis for significant assumption as at March 31, 2023 is as shown below:
Gratuity Plan March 31, 2023
Assumptions Discount rate Future salary increase
0.5% increase 0.5% decrease 0.5% increase 0.5% decrease
Impact on defined benefit obligation ( 3.68) 3 .78 3 .68 ( 3.64)
Thesensitivityanalysesabovehasbeendeterminedbasedonthemethodthatextrapolatestheimpactondefinedbenefitobligationasaresultofreasonablechangesinkey
assumptions occurring at the end of the reporting year.
Sensitivitiesduetomortalityandwithdrawalsarenotmaterialandhenceimpactofchangenotcalculated.Sensitivitiesastorateofinflation,rateofincreaseofpensionsin
payments, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.
The maturity profile of defined benefit obligation are as follows:
March 31, 2025 March 31, 2024 March 31, 2023
Within the next 12 months (next annual reporting year) 1 0.85 10.63 9.44
Between 1 and 2 years 3 .27 2.16 1.12
Between 2 and 3 years 1 .76 2.25 1.83
Between 3 and 4 years 1 .22 1.33 1.96
Between 4 and 5 years 3 .37 1.13 1.18
Between 5 and 6 years 2 .40 2.52 0.97
Beyond 6 years 6 0.17 51.25 45.42
Total expected payments 83.04 71.26 61.92
The average duration of the defined benefit plan obligation at the end of the reporting year (March 31,2025 and March 31,2024) is 17.76 to 21.67 years and for March 31,
2023 is 17.31 to 22.03.
425CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
40. List of subsidiaries, step down subsidiary and joint venture with ownership % and place of business :
Percentage of Percentage of Percentage of Method used to
Principal Place of
Name of the investees Principal Activity Ownership (As at Ownership (As at Ownership (As at account for the
Business
March 31, 2025) March 31, 2024) April 01, 2023) investment
Subsidiaries
CMR Nikkei India Private Limited (Subsidiary) Producers of Aluminium based cast 74.00% 74.00% 74.00% Deemed cost
Alloys
CMR Toyotsu Aluminium India Private Limited (Subsidiary) Producers of Aluminium based cast 70.00% 70.00% 70.00% Deemed cost
Alloys
CMR Welfare Foundation Corporate Social Work 90.00% 90.00% 90.00% Deemed cost
CMR Aluminium Private Limited (Subsidiary)** Producers of Aluminium based Die Cast 99.99% 99.99% 99.99% Deemed cost
Alloys and all kind of ferrous and non
ferrous metal including aluminium, zinc, India
copper, iron and steel, plastic
CMR-Kataria Recycling Private Limited**** Treatment and recycling of ferrous, non- 2.00% 51.00% 51.00% At Cost
ferrous metal scrap and ELV (End of Life
Vehicles)
CMR NLM ECO Aluminium Private Limited* Producers of Aluminium based cast 100.00% 100.00% 100.00% At Cost
Alloys and billets
CMR Green LLC*** Trading, import and export of Aluminium 100.00% 100.00% 0.00% At Cost
USA
Scrap.
Joint Venture
CMR - Chiho Recycling Technologies Private Limited Segregation, recycling, treatment and 50.00% 50.00% 50.00% Deemed cost
disposal of metal waste
CMR - Chiho Industries India Private Limited Segregation, recycling, treatment and 50.00% 50.00% 50.00% Deemed cost
India
disposal of metal waste
Nikkei CMR Aluminium India Private Limited Producers of Aluminium based cast 26.00% 26.00% 26.00% Deemed cost
Alloys
*During the FY 23-24, the Parent Company has made investments of Rs. 1,400 million in 0.01% optionally convertible redeemable preference shares of CMR NLM ECO Aluminium Private Limited by way of conversion of
loan/advances and subscription to rights issue of optionally convertible redeemable preference shares at premium in the following manner:
-18,603 0.01% optionally convertible redeemable preference shares of CMR NLM ECO Aluminium Private Limited were issued and allotted to the Parent Company, through conversion of unsecured loan/ advances of Rs.
1,000.00 million in three tranches The conversion of shares was made at premium.
- 7,042 0.01% optionally convertible redeemable preference shares of Rs. 10 each (fully paid up) of Rs. 400 million were issued and alloted by way of rights issue.
**During the FY 23-24, the Parent Company has made a investment of Rs. 1,000 million in 0.01% optionally convertible redeemable preference shares in CMR Aluminium Private Limited by wayof conversion of
loan/advances and subscription to rights issue of optionally convertible redeemable preference shares at premium in the following manner:-
-31,51,2850.01%optionallyconvertibleredeemablepreferencesharesofCMRAluminiumPrivateLimitedwereissuedandallottedtotheParentCompany,throughconversionofunsecuredloan/advancesofRs.700million
in three tranches vide their Board Resolution dated 03rd April, 2023, 03rd July, 2023 and 03rd October, 2023 respectively. The conversion of shares was made at premium.
- 12,76,595 0.01% optionally convertible redeemable preference shares of Rs. 10 each (fully paid up) of Rs. 300 million were issued and alloted by way of rights issue.
*** During the FY 23-24, the Parent Company has made investment of Rs. 0.08 million in 1000 equity shares of $ 1 each in CMR Green LLC making it as a 100% subsidiary of the Company.
****Inthe FY24-25,CMRKatariaPrivateLimitedhasissued24,30,007equitysharesonJune11,2024byconversionofloanamountingtoRs.24.30million(includingloanofRs.20.79millionandinterestofRs.0.11
millionasatMarch31,2024).Further,theParentCompanyhas,subsequenttoyearend,enteredintoanagreementdatedJuly01,2024andsold33,28,793 equitysharesatatotalvalueofRs.13.million.Thegroupwillrecord
a profit of Rs. 9.20 million in the consolidated financial statements on divestment of the said subsidiaries Company.Further, CMR-Kataria Recycling Private Limited is not a subsidiary any more w.e.f June,30 2024.
426CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
41.The summary of financial information of the subsidiaries are provided below. This information is based on amounts before inter company eliminations,
Particulars CMR Nikkei India Private Limited CMR-Toyotsu Aluminium India Private Limited CMR Welfare Foundation CMR Aluminium Private Limited
Accounting period ended March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
(A1)Summarised Statement of Profit and Loss
A REVENUE
Revenue 2 2,793.15 18,728.01 19,162.72 15,998.12 13,777.30 12,102.03 - - - 7,544.62 5,888.55 7,122.05
Other Income 9 9.89 85.49 92.66 49.92 39.50 19.81 36.25 20.18 1.75 63.98 23.75 (3.88)
Total Revenue (A) 2 2,893.04 18,813.50 19,255.38 16,048.04 13,816.80 12,121.84 36.25 20.18 1.75 7,608.60 5,912.30 7,118.17
B EXPENSES -
Cost of Materials Consumed 1 8,631.50 16,997.83 16,312.93 14,316.15 11,688.37 10,250.59 - - 7,015.64 5,442.32 6,720.71
P(Iunrccrheaassee )o/df etrcardeaesde g iono idnsventories of 2 ,728.18 486.45 1,191.03 327.18 497.80 540.23 - - - - - -
Finished Goods (29.20) 34.26 434.70 (184.52) 95.23 (33.97) - - - - - -
Employee Benefits Expenses 1 99.51 190.49 179.45 245.65 255.17 249.63 - - - 77.85 88.37 76.21
Finance Costs 5 9.10 89.63 56.25 139.93 201.61 111.85 - - - 30.39 45.11 68.61
Depreciation and amortisation 7 3.33 78.44 76.10 120.80 116.69 100.22 - - - 40.04 41.61 33.40
Other Expenses 8 47.74 753.67 804.46 848.67 811.35 727.21 31.27 18.55 2.21 81.79 80.79 79.89
Total Expenses (B) 2 2,510.16 18,630.77 19,054.92 15,813.86 13,666.22 11,945.76 31.27 18.55 2.21 7,245.71 5,698.20 6,978.82
C Profit/(Loss) before tax 3 82.88 182.73 200.46 234.18 150.58 176.08 4.98 1.63 (0.46) 362.89 214.10 139.35
D Tax expenses
Current tax 1 02.99 83.73 48.09 58.56 36.51 37.22 - - - 58.92 32.68 16.92
MAT Credit entitlement - - - - - - - - - - -
Adjustment of tax for earlier years (0.30) (2.16) (1.87) 0.01 (2.32) 1.30 - - - 1.64 (0.61) -
Deferred tax (credit)/charge relating to
earlier years 4 .88 (36.08) 3.02 0.54 1.70 7.29 - - - 3.04 3.49 6.31
Deferred tax (credit)/charge (4.80) 2.42 0.58 - 2.19 (0.23) - - - - 0.33 (0.02)
Total Tax expense 1 02.77 47.91 49.82 59.11 38.08 45.58 - - - 63.60 35.89 23.21
E Profit/(Loss) After Tax (C-D) 2 80.11 134.82 150.64 175.07 112.50 130.50 4.98 1.63 (0.46) 299.29 178.21 116.14
F Other Comprehensive Income
Items that will not be reclassified to
Items that will not be reclassified to profit
or loss
Re-measurement gain on defined benefit 0 .30 0.26 (0.62) 0.44 0.82 0.68 - - - (0.88) 0.09 -
Income tax effect (0.08) (0.06) 0.16 (0.11) (0.21) (0.17) - - - 0.15 (0.02) -
Items that will be reclassified to profit
Net movement in effective portion of
cash flow hedge reserve - - - - - - - - - - - -
Income tax relating to items that will be
classified to profit or loss - - - - - - - - - - - -
0 .22 0.20 (0.46) 0.33 0.61 0.51 - - - (0.73) 0.07 -
G 2 80.33 135.02 150.18 175.40 113.11 131.01 4.98 1.63 (0.46) 298.56 178.28 116.14
Total Comprehensive Income for the year
(E + F)
(Comprising Profit and Other
Comprehensive Income for the year)
Particulars CMR Nikkei India Private Limited CMR-Toyotsu Aluminium India Private Limited CMR Welfare Foundation CMR Aluminium Private Limited
(A2)Summarised Balance Sheet as at 31-Mar-25 March 31, 2024 March 31, 2023 31-Mar-25 March 31, 2024 March 31, 2023 31-Mar-25 March 31, 2024 March 31, 2023 31-Mar-25 March 31, 2024 March 31, 2023
Non-current assets 9 05.94 1,007.79 1,045.62 1,365.89 1,415.07 1,332.49 - - - 1,965.83 892.01 693.11
Current assets 3 ,870.35 3,119.85 2,846.87 3,156.19 2,295.81 2,305.10 6.55 1.74 0.09 1,390.18 1,304.93 634.72
Non-current liabilities 7 3.88 73.00 105.76 68.22 156.99 182.61 - - - 1,802.37 1,327.96 183.16
Current liabilities 1 ,617.25 1,249.83 1,116.91 2,175.20 1,450.37 1,464.55 0.06 0.23 0.20 704.26 318.15 772.12
Total Equity 3 ,085.16 2,804.81 2,669.82 2,278.67 2,103.52 1,990.43 6.49 1.51 (0.11) 849.38 550.83 372.55
(A3) Particulars CMR Nikkei India Private Limited CMR-Toyotsu Aluminium India Private Limited CMR Welfare Foundation CMR Aluminium Private Limited
Summarised Cash Flows of material 31-Mar-25 31-Mar-24 31-Mar-23 31-Mar-25 31-Mar-24 31-Mar-23 31-Mar-25 31-Mar-24 31-Mar-23 31-Mar-25 31-Mar-24 31-Mar-23
subsidiaries
Cash flow from/(used in) operating
activities (216.20) (133.73) 1,482.41 (585.75) 325.39 758.88 1.03 0.83 (0.30) 697.55 (988.34) 462.32
Cash flow from/(used in) investing
activities (8.64) (15.80) (9.90) (99.83) (108.14) (202.22) - - - (1,177.55) (67.39) (348.65)
Cash flow from/(used in) financing
activities 2 25.34 137.89 (1,474.78) 684.38 (213.21) (561.00) - - - 480.64 1,055.88 (113.73)
427CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Particulars CMR ECO Aluminium Private Limited CMR-Kataria Recycling Private Limited* CMR Green LLC
(Not a subsidiary any more w.e.f June,30 2024)
Accounting period ended March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
(A1)Summarised Statement of Profit and Loss
A REVENUE
Revenue 3,188.75 201.15 3.78 - 73.47 33.00 9 .68 - -
Other Income 22.52 (0.36) 0.06 - 0.18 0.19 - - -
Total Revenue (A) 3,211.27 200.79 3.84 - 73.65 33.19 9 .68 - -
-
B EXPENSES -
Cost of Materials Consumed 2,900.31 43.88 - - 64.74 30.67 9 .55 - -
(PIunrccrheaassee )o/df etrcaredaesde g iono idnsventories of Finished - 179.93 3.71 - - - - - -
Goods (161.55) (29.32) - - (1.68) (2.67) - - -
Employee Benefits Expenses 124.87 2.13 - - 16.18 6.84 - - -
Finance Costs 115.07 0.81 - - 5.48 3.33 - - -
Depreciation and amortisation 136.03 2.15 - - 9.92 9.69 - - -
Other Expenses 241.21 2.27 0.01 - 6.70 9.48 0 .07 0.01 -
Total Expenses (B) 3,355.94 201.85 3.72 - 101.34 57.34 9 .62 0.01 -
-
C Profit/(Loss) before tax (144.67) (1.06) 0.12 - (27.69) (24.15) 0 .06 (0.01) -
-
D Tax expenses -
Current tax - - 0.02 - - - - - -
MAT Credit entitlement - - - - - - - - -
Adjustment of tax for earlier years - - - - - - - -
Deferred tax (credit)/charge relating to earlier years (23.97) (0.18) - - (4.71) (4.14) - - -
Deferred tax (credit)/charge - (0.08) - - - - - - -
Total Tax expense (23.97) (0.26) 0.02 - (4.71) (4.14) - - -
E Profit/(Loss) After Tax (C-D) (120.70) (0.80) 0.10 - (22.98) (20.01) 0 .06 (0.01) -
-
F Other Comprehensive Income -
Items that will not be reclassified to profit or loss -
Items that will not be reclassified to profit or loss -
Re-measurement gain on defined benefit plan - - - - 0.02 - - - -
Income tax effect - - - - - - - - -
Items that will be reclassified to profit or loss -
Net movement in effective portion of cash flow hedg e r e s e r v e - - - - - - - - -
Income tax relating to items that will be classified to p r o f i t o r l o s s - - - - - - - - -
- - - - 0.02 - - - -
G Total Comprehensive Income for the year (120.70) (0.80) 0.10 - (22.96) (20.01) 0 .06 (0.01) -
(E + F)
(Comprising Profit and Other Comprehensive
Income for the year)
Particulars CMR ECO Aluminium Private Limited CMR-Kataria Recycling Private Limited CMR Green LLC
(A2)Summarised Balance Sheet as at March 31, 2025 March 31, 2024 March 31, 2023 31-Mar-25 March 31, 2024 March 31, 2023 31-Mar-25 March 31, 2024 March 31, 2023
Non-current assets 2,571.62 1,729.01 651.12 - 43.41 47.85 - - -
Current assets 1,600.08 975.96 15.03 - 10.01 7.03 0 .13 0.07 -
Non-current liabilities 2,758.75 2,363.58 103.13 - 10.90 23.96 - - -
Current liabilities 1,534.35 342.00 562.84 - 72.12 37.57 - - -
Total Equity (121.40) (0.61) 0.18 - (29.60) (6.65) 0 .13 0.07 -
(A3) Particulars CMR ECO Aluminium Private Limited CMR-Kataria Recycling Private Limited* CMR Green LLC
Summarised Cash Flows of material subsidiaries 31-Mar-25 31-Mar-24 31-Mar-23 31-Mar-25 31-Mar-24 31-Mar-23 31-Mar-25 31-Mar-24 31-Mar-23
Cash flow from/(used in) operating activities 124.10 (897.17) (14.70) - (11.70) (9.76) 0 .06 (0.01) -
Cash flow from/(used in) investing activities (813.26) (937.82) (460.00) - (0.68) (13.22) - - -
Cash flow from/(used in) financing activities 685.93 1,838.22 474.94 - 12.35 18.37 - 0.08 -
428CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
42. Material partly owned subsidiaries
Financial information of subsidiaries that have material non-controlling interests is provided below:
Proportion of equity interest held by non-controlling interests
Country of
Name Incorporation and March 31, 2025 March 31, 2024 March 31, 2023
operation
CMR Nikkei India Private Limited India 26.00% 26.00% 26.00%
CMR-Toyotsu Aluminium India Private Limited India 30.00% 30.00% 30.00%
CMR Welfare Foundation India 10.00% 10.00% 10.00%
CMR Aluminium Private Limited India 0.01% 0.01% 0.01%
CMR-Kataria Recycling Private Limited* India - 49.00% 49.00%
*CMR-Kataria Recycling Private Limited is not a subsidiary any more w.e.f June,30 2024.
Information regarding non-controlling interest
Name March 31, 2025 March 31, 2024 March 31, 2023
Accumulated balances of material non-controlling interest
CMR Nikkei India Private Limited 802.13 729.25 694.15
CMR-Toyotsu Aluminium India Private Limited 683.54 631.06 597.13
CMR Welfare Foundation 0.66 0.15 (0.01)
CMR Aluminium Private Limited - - -
CMR-Kataria Recycling Private Limited* - (14.49) (3.24)
Total comprehensive income allocated to material non-
controlling interest
CMR Nikkei India Private Limited 72.89 35.10 39.04
CMR-Toyotsu Aluminium India Private Limited 52.47 33.93 39.30
CMR Welfare Foundation 0.50 0.16 (0.05)
CMR Aluminium Private Limited - - -
CMR-Kataria Recycling Private Limited* - (11.25) (9.80)
Share capital introduced by minority shareholders
CMR-Kataria Recycling Private Limited* - - -
429CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
42(a).Information in respect of Joint Ventures:
Particulars CMR - Chiho Recycling Technologies Private CMR - Chiho Industries India Private Limited Nikkei CMR Aluminium India Private Limited
Limited
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
Proportion of ownership interest 50% 50% 26%
Country on incorporation India India India
Accounting period ended March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Balance Sheet
Current assets 74.54 74.54 74.56 534.82 534.82 537.83 737.64 269.87 310.48
Non-current assets - - - 2.64 2.64 2.76 1,036.25 917.55 154.70
Current liabilities 0.44 0.44 0.44 134.09 134.09 136.10 656.48 70.77 5.58
Non-current liabilities - - - - - - 865.46 674.08 -
Equity 74.10 74.10 74.12 403.37 403.37 404.49 251.95 442.57 459.60
Statement Of Profit and Loss
Revenue - - 0.05 - - 24.46 476.30 6.94 -
Other Income - - 0.10 - 0.93 9.37 4.23 5.16 14.18
Total Revenue - - 0.15 - 0.93 33.83 480.53 12.10 14.18
Cost of Materials Consumed - - - - 0.48 2.24 361.23 6.04 -
Purchase of Stock in Trade - - - - - 11.76 - - -
Change in inventories of Finished Goods, Work in Progress - - - - - - - - -
Employee Benefits Expenses - - - - - 0.03 60.93 0.72 -
Finance Costs - - 0.02 - 0.02 1.18 87.37 2.28 0.11
Depreciation and amortisation - - - - - 10.14 51.47 3.44 -
Other Expenses - 0.02 1.36 - 1.55 18.93 109.27 15.22 1.58
Total Expenses - 0.02 1.38 - 2.05 44.28 670.27 27.70 1.69
Profit/(Loss) before tax - ( 0.02) ( 1.23) - ( 1.12) ( 10.45) ( 189.74) ( 15.60) 12.49
Tax expenses
Current tax - - - - - 0.02 - - 2.18
Deferred tax (credit)/charge - - - - - - - - -
Income Tax earlier Year - - - - - - - 1.42 ( 0.01)
Total Tax expense - - - - - 0.02 - 1.42 2.18
Profit/(Loss) After Tax - ( 0.02) ( 1.23) - ( 1.12) ( 10.47) ( 189.74) ( 17.02) 10.31
Other Comprehensive Income
Items that will not be reclassified to profit or loss - - - - - - - -
Re-measurement gain/(loss) on defined benefit plans - - - - - - - -
Income tax effect - - - - - - - -
Total Comprehensive Income for the year - ( 0.02) ( 1.23) - ( 1.12) ( 10.47) ( 189.74) ( 17.02) 10.31
Group's share of profit/(loss) for the year - ( 0.01) ( 0.62) - ( 0.56) ( 5.24) ( 49.33) ( 4.43) 2.68
Contingent Liabilities - - - 53.82 53.82 53.82 - - -
Capital Commitment - - - - - - - 54.65 428.83
430CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Note 43(a) - Additional Notes relating to one of a Joint Venture namely CMR - Chiho Industries India Private Limited:
1)DuringthefinancialyearsendedMarch31,2022,andMarch31,2023,thesaidJointVentureCompanyenteredintocertainrelatedpartytradetransactions,which
were noted as dissented in the Board meeting at that time due to ongoing differences with Chiho Environment Global Holdings Limited's members concerning
technology and operational matters. These issues are not yet reached on a conclusive resolution.
2)IntheboardmeetingofthejointventurecompanyheldonDecember13,2021,theboardofthejointventurecompanytookthenoteoftheShareholderGroup
representedbyCMRGreenTechnologiesLimitedShareholdersclaim ofUSD 81 million(equivalentamountinINRisRs.61,403.67lacs)onCEGShareholders
representedbyChihoEnvironmentGlobalHoldingsLimitedtowardsmattersrelatedtooperationaldisputes,whicharedescribedfurtherbelowinthenoteandChiho
Environmental Global Holdings Ltd affiliate entities claim of approx. USD 1.3 million on the joint venture for the material supplied to the company.
Apartfromtheaboveclaimsnotedinthejointventurecompany'sboardmeetingsheldonDecember13,2021andDecember22,2021,thejointventurecompany’s
operationshavebeensignificantlyimpactedsincequarterendedDecember31,2021afterthesourcingofthescrapmotorsstoppedandshareholdersraiseddisputes
aboutvariousbusinessactivitiessuchasjointventurecompanynotachievingoperationsasperbusinessplan;paymentnotmadeagainstthesuppliestooneShareholder
Group;unilateralfunctioningofthejointventurecompany’soperationsbyoneShareholderGroup;continuousnon-agreementbetweenthedirectorstoapprovethe
businesstransactions,includingbankingtransactionsandmattersattheboardmeetings;significantrelatedpartytransactionsenteredbythejointventurecompanynot
approved by the board; pre-arbitration notice/mail by one Shareholder Group to another Shareholder Group etc.
AsatMarch31,2022,thejointventurecompany’soperationswerecompletelystopped,thesignificantvalueofinventorieslyinginthejointventurecompanywere
sold,theemployeesofthejointventurecompanyweretransferredtogroupentitiesofoneShareholderGroup;thesignificantplantandequipmentweredismantledand
some of them were disposed to group entities of one of the Shareholder Group etc. Accordinglypursuant to applicable provision of the Companies Act, 2013,
MemorandumandArticleofAssociationofthejointventurecompanyandJointVentureAgreementdated25November2019 betweenCMRGreenTechnologies
LimitedandChihoEnvironmentalGlobalHoldingsLimited,thejointventurecompany’sBoardofDirectorsapprovedthecircularresolutiondatedJune29,2022that
“duetodiscontinuationofthejointventurecompany’sbusinessoperationsasonreportingdateandperiodsubsequenttothereportingdate,theboarddoherebypassthe
resolutionthatthejointventurecompanyceaseditsbusinessoperationsandaccordinglyfinancialstatementsofthejointventurecompanyshouldbepreparedonthe
basis that the joint venture company is not a going concern entity”.
Inviewoftheaboveassessmentmadebythejointventurecompany’sBoardofDirectorsthatjointventurecompany’soperationswerediscontinuedanditsbusiness
operationsceased,itwasconcludedthat,useofthegoingconcernbasisofaccountinginthepreparationofthefinancialstatementsisconsideredinappropriateandthus
thefinancialstatementsofthejointventurecompanyfortheyearendedMarch31,2022,March31,2023,March31,2024andMarch31,2025havenotbeenprepared
on a going concern basis.
431CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
Note 43(b) - Additional Notes relating to one of a Joint Venture namely CMR - Chiho Recycling Technologies Private Limited:
1)DuringthefinancialyearendedMarch31,2022,therewereoperationaldisputesbetweenboththeJointVenturersi.e.CMRGreenTechnologiesLimitedandChihoEnvironmental
Global Holdings Limited.
DuringtheyearendedMarch31,2022,thejointventurecompany’soperationshavecompletelystopped,alltheinventorieslyinginthejointventurecompanyweresold,thesignificant
plantandequipmentweredismantledandsomeofthemhavebeendisposedtogroupentitiesofoneoftheShareholderGroupetc.Accordingly,pursuanttoapplicableprovisionofthe
CompaniesAct,2013,MemorandumandArticleofAssociationofthejointventurecompanyandJointVentureAgreementdated betweenCMRGreenTechnologiesLimitedandChiho
EnvironmentalGlobalHoldingsLimited,thejointventurecompany’sBoardofDirectorsapprovedthecircularresolutiondatedJune29,2022that“duetodiscontinuationofthejoint
venturecompany’sbusinessoperationsasonreportingdateandperiodsubsequenttothereportingdate,theboarddoherebypasstheresolutionthatthejointventurecompanyhasceased
its business operations and accordingly financial statements of the joint venture company should be prepared on the basis that the joint venture company is not a going concern entity”.
DuringthecurrentyearendedMarch31,2025;March,31,2024andMarch,2023theCompanyhasenteredintofollowingRelatedPartyTransactions,whicharesubjecttoapprovalofboth
the shareholders of the Board or One Group of Shareholders Group as per below details:
Name of the Related Parties Nature of Transaction March, 2025 March, 2024
CMR Green Technologies Limited Business support services (net - 6.51
of credit note)
Total - 6.51
432CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
44. Statement containing salient features, pursuant to Schedule III of the Companies Act 2013, of subsidiaries as per separate financial statements of each entity :
Name of the entity in the group March 31, 2025
Net Assets i.e. total assets minus Share in Profit and Loss Share in other comprehensive income Share in total comprehensive
total liabilities income
As % of (Amount in Rs. As % of (Amount in As % of Consolidated (Amount in As % of (Amount in Rs.
Consolidated million) Consolidated Rs. million) Other Comprehensive Rs. million) Consolidated million)
Net Assets Profit & Loss Income Profit & Loss
Parent
CMR Green Technologies Limited 95.49% 14,526.38 62% 960.94 89% ( 1.31) 61.96% 959.63
Indian Subsidiaries
CMR-Nikkei India Private Limited 20.28% 3,085.16 18% 280.12 -15% 0.23 18.10% 280.34
CMR-Toyotsu Aluminium India Private Limited 14.98% 2,278.42 11% 174.56 -22% 0.33 11.29% 174.89
CMR Welfare Foundation 0.04% 6 .49 0% 4.98 0% - 0.32% 4.98
CMR Aluminium Private Limited 5.58% 8 49.39 19% 299.29 49% ( 0.73) 19.28% 298.56
CMR ECO Aluminium Private Limited -0.80% (121.31) -7.79% (120.71) - - -7.79% ( 120.71)
Indian Joint Ventures
CMR - Chiho Recycling Technologies Private Limited 0.24% 3 7.05 0% - 0% - 0.00% -
CMR - Chiho Industries India Private Limited 1.33% 2 01.69 0% - 0% - 0.00% -
Nikkei CMR Aluminium India Private Limited 0.43% 6 5.86 -3% (49.33) 0% - -3.18% ( 49.33)
Non- Controlling Interest
CMR-Nikkei India Private Limited 5.27% 8 02.13 5% 72.83 -4% 0.06 4.71% 7 2.89
CMR-Toyotsu Aluminium India Private Limited 4.49% 6 83.54 3% 52.37 -7% 0.10 3.39% 5 2.47
CMR Welfare Foundation 0.00% 0 .66 0% 0.50 0% - 0.03% 0.50
CMR Aluminium Private Limited 0.00% - 0% - 0% - 0.00% -
Inter co elimination and adjustments in consolidation -47.35% (7,202.56) -8% (125.17) 10% ( 0.15) -8.09% ( 125.32)
TOTAL 100% 1 5,212.90 100% 1,550.38 100% ( 1.48) 100% 1,548.90
Name of the entity in the group March 31,2024
Net Assets i.e. total assets minus Share in Profit and Loss Share in other comprehensive income Share in total comprehensive
total liabilities income
As % of (Amount in Rs. As % of (Amount in As % of Consolidated (Amount in As % of (Amount in Rs.
Consolidated million) Consolidated Rs. million) Other Comprehensive Rs. million) Consolidated million)
Net Assets Profit & Loss Income Profit & Loss
Parent
CMR Green Technologies Limited 99.29% 13,566.75 67% (5,634.55) 73% 2.42 67.19% ( 5,632.12)
- - - -
Indian Subsidiaries - - - -
CMR-Nikkei India Private Limited 20.53% 2,804.82 -2% 134.81 6% 0.19 -1.61% 135.00
CMR-Toyotsu Aluminium India Private Limited 15.39% 2,103.52 -1% 112.49 18% 0.61 -1.35% 113.10
CMR Welfare Foundation 0.01% 1.51 0% 1.62 0% - -0.02% 1.62
CMR Aluminium Private Limited 4.03% 550.83 -2% 178.21 2% 0.08 -2.13% 178.28
CMR-Kataria Recycling Private Limited* -0.22% (29.60) 0% (22.97) 0% 0.01 0.27% ( 22.95)
CMR ECO Aluminium Private Limited 0.00% (0.61) 0% (0.79) 0% - 0.01% ( 0.79)
- - -
Indian Joint Ventures - - -
CMR - Chiho Recycling Technologies Private Limited 0.27% 3 7.05 0% 0.01 0% - 0.00% ( 0.01)
CMR - Chiho Industries India Private Limited 1.48% 2 01.68 0% (0.57) 0% - 0.01% ( 0.57)
Nikkei CMR Aluminium India Private Limited 0.84% 1 14.95 0% (4.66) 0% - 0.06% ( 4.66)
- - -
Non- Controlling Interest - - - -
CMR-Nikkei India Private Limited 5.34% 729.25 0% 35.05 2% 0.05 -0.42% 3 5.10
CMR-Toyotsu Aluminium India Private Limited 4.62% 631.06 0% 33.75 6% 0.18 -0.40% 3 3.93
CMR Welfare Foundation 0.00% 0.15 0% 0.16 0% - 0.00% 0.16
CMR Aluminium Private Limited 0.00% - 0% - 0% - 0.00% -
CMR-Kataria Recycling Private Limited* -0.11% (14.49) 0% (11.25) 0% 0.01 0.13% ( 11.25)
- -
Inter co elimination and adjustments in consolidation -51.47% (7,032.90) 38% (3,206.86) -7% ( 0.24) 38.26% ( 3,207.10)
-
TOTAL 100% 13,663.98 100% (8,385.55) 100% 3.32 100% ( 8,382.25)
March 31, 2023
Name of the entity in the group Net Assets i.e. total assets minus Share in Profit and Loss Share in other comprehensive income Share in total comprehensive
total liabilities income
As % of (Amount in Rs. As % of (Amount in As % of Consolidated (Amount in As % of (Amount in Rs.
Consolidated million) Consolidated Rs. million) Other Comprehensive Rs. million) Consolidated million)
Net Assets Profit & Loss Income Profit & Loss
Parent
CMR Green Technologies Limited (formerly known as 87.28% 19,530.81 70% 730.80 99% 2.88 70.01% 733.68
Grand Metal Industries Limited)
Indian Subsidiaries
CMR-Nikkei India Private Limited 11.93% 2,669.82 14% 150.63 -16% ( 0.47) 14.33% 150.16
CMR-Toyotsu Aluminium India Private Limited 8.89% 1,990.42 12% 130.50 17% 0.51 12.50% 131.00
CMR Welfare Foundation 0.00% (0.11) 0% (0.46) 0% - -0.04% ( 0.46)
CMR Aluminium Private Limited 1.66% 3 72.55 11% 116.14 0% - 11.08% 116.14
CMR-Kataria Recycling Private Limited* -0.03% (6.65) -2% (20.00) 0% - -1.91% ( 20.00)
CMR ECO Aluminium Private Limited 0.00% 0 .18 0% 0.10 0% - 0.01% 0.10
-
Indian Joint Ventures -
CMR - Chiho Recycling Technologies Private Limited 0.17% 3 7.06 0% (0.61) 0% - -0.06% ( 0.61)
CMR - Chiho Industries India Private Limited 0.90% 2 02.25 -1% (5.24) 0% - -0.50% ( 5.24)
Nikkei CMR Aluminium India Private Limited 0.53% 1 19.49 0% 2.69 0% - 0.26% 2.69
-
Minority Interests in subsidiaries -
CMR-Nikkei India Private Limited 3.10% 694.15 4% 39.16 -4% ( 0.12) 3.73% 3 9.04
CMR-Toyotsu Aluminium India Private Limited 2.67% 597.13 4% 39.15 5% 0.15 3.75% 3 9.30
CMR Welfare Foundation 0.00% (0.01) 0% (0.05) 0% - 0.00% ( 0.05)
CMR Aluminium Private Limited 0.00% - 0% - 0% - 0.00% -
CMR-Kataria Recycling Private Limited* -0.01% (3.24) -1% (9.80) 0% - -0.94% ( 9.80)
-
Inter co elimination and adjustments in consolidation -17.10% (3,825.70) -12% (127.93) -1% ( 0.03) -12.21% ( 127.96)
TOTAL 100% 2 2,378.15 100% 1,045.07 100% 2.92 100% 1,047.99
**CMR-Kataria Recycling Private Limited is not a subsidiary any more w.e.f June,30 2024.
433CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
45. Disclosure of Hedging activities and derivatives
The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments is commodity price risk.
Derivatives designated as hedging instruments
Commodity price risk:
The Group is engaged in the business of manufacturing and selling of aluminium-based die cast alloys and zinc alloys in India. The Group is also engaged in the business of segregation and sale of metal scrap as a part of manufacturing
process (with a specific focus on stainless steel, brass, copper and zinc).
The Group is exposed to risk of volatility in the prices of Aluminium, Copper, Brass and Stainless Steel etc. The Group has a significant portion of priced inventory or purchase orders at any point in time during the year which exposes
the Group to Commodity price risk.
The Group has decided to apply hedge accounting for forward commodity derivative contracts that meets qualifying criteria of hedge relationship.
The Group uses derivative financial instruments such as forwards to hedge its risks associated with fluctuation in the price of the products (Aluminium, Copper, Brass and Stainless Steel etc.) in accordance with the risk management
strategy outlined by the Board of Directors.
The Group designates forward commodity contracts under fair value hedges to hedge the exposure to changes in prices of the commodities for its unrecognized firm commitment and existing inventory.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the
hedge. The effectiveness of hedge instruments is assessed and measured at inception and on an ongoing basis.
The Group frequently resets (i.e. discontinues and restarts) hedging relationships because both the hedging instrument and the hedged item frequently change, i.e. the entity uses a dynamic process in which both the exposure and the
hedging instruments used to manage that exposure do not remain the same for long.
(A) The Asset and Liability position of outstanding derivative financial instruments is given below:
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Fair Value Hedge Nature of Risk being Liability Asset Net Fair Value Liability Asset Net Fair Liability Asset Net Fair Value
Hedged Value
Commodity forward contracts Price Risk Component 64.34 129.96 (65.62) 126.87 30.95 95.92 120.38 1.61 118.77
Total 64.34 129.96 (65.62) 126.87 30.95 95.92 120.38 1.61 118.77
The maturity profile for commodity forwards ranges from April 2025 to June, 2025. Hedge Ratio of 1:1 is used by the Group.
The maturity profile for commodity forwards ranges from April 2024 to June, 2024. Hedge Ratio of 1:1 is used by the Group.
The maturity profile for commodity forwards ranges from April 2023 to June, 2023. Hedge Ratio of 1: 1 is used by the Group.
Derivative assets are part of other financial assets included in Notes 10 (c). Derivative liabilities are part of other financial liabilities included in Notes 17 (c).
(B) Outstanding position and fair value of commodity derivative financial instruments:
Commodity Buy Contracts Sell Contracts Net Open Position MTM (Loss)/Gain
Long/(Short)
(Qty. in MT) (Qty. in MT) (Qty. in MT) (Amt in million)
As at March 31, 2025
Aluminium & other metals - 38,149.00 (38,149.00) 61.14
As at March 31, 2024
Aluminium & other metals - 18,910.00 (18,910.00) (95.92)
As at March 31, 2023
Aluminium & other metals - 17,017.00 (17,017.00) (118.78)
434CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
(C) The adjustment as a part of the carrying value of inventories and firm commitment arising on account of fair value hedges is as follows:
Increase/ (Decrease) in Inventory Value
Inventory (including GIT) As at March 31, 2025 As at March 31, As at March 31,
2024 2023
Aluminium & other metals (13.85) 87.65 83.06
Increase/ (Decrease) in purchase firm commitment
As at March 31, 2025 As at March 31, As at March 31,
Inventory Type
2024 2023
Aluminium & other metals (16.12) 8.42 51.02
(D) Details of Ineffectiveness on forward commodity contracts designated as fair value hedges:
March 31, 2025 March 31, 2024 March 31, 2023
Unrealised Realised Unrealised Realised Unrealised
Type Realised Loss/(Gain) Total Total Total
Loss/(Gain) Loss/(Gain) Loss/(Gain) Loss/(Gain) Loss/(Gain)
Aluminium & other metals (159.14) (31.16) (190.30) 20.23 (8.84) 11.39 (58.92) - (58.92)
(E) Details of realised and unrealised loss on undesignated portion of fair value hedge:
March 31, 2025 March 31, 2024 March 31, 2023
Particulars Unrealised Realised Unrealised Realised Unrealised
Realised Loss/(Gain) Total Total Total
Loss/(Gain) Loss/(Gain) Loss/(Gain) Loss/(Gain) Loss/(Gain)
Aluminium & other metals (25.39) (1.53) (26.92) (4.20) 8.70 4.50 (21.66) (15.30) (36.96)
(F) Details of impact in the financial statements had the Group followed the same policy as followed during the six months period ended September 30, 2021:
In the statement of profit and loss:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
(Decrease)/Increase in mark to market loss - - (952.45)
Increase in deferred tax charge/(credit) on above - - 239.71
Total - - (712.74)
Forward Contracts:
As at the year end, the net open position of forward contracts are as follows:
March 31, 2025
Currency Buy Contracts Sell Contracts Net Open Position MTM (Loss)/Gain
Long/(Short)
(Qty) (Qty) (Qty) Amount in million
USD - 30,00,000 (30,00,000) 1.07
Total - 30,00,000 (30,00,000) 1.07
March 31, 2024
Currency Buy Contracts Sell Contracts Net Open Position MTM (Loss)/Gain
Long/(Short)
(Qty) (Qty) (Qty) Amount in million
USD - 60,00,000 (60,00,000) (0.35)
Total - 60,00,000 (60,00,000) (0.35)
March 31, 2023
Currency Buy Contracts Sell Contracts Net Open Position MTM (Loss)/Gain
Long/(Short)
(Qty) (Qty) (Qty) Amount in million
USD - 72,19,906 (72,19,906) 1.63
CNY - 12,19,000 (12,19,000) 0.08
Total - 84,38,906 (84,38,906) 1.71
435CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
46R&D Expenditure
The Parent Company had, during an earlier year, applied for approval of its R&D unit as an eligible R&D unit with Department of Scientific and Industrial Research
("DSIR"). DSIR has recognised in House R&D Units of the Parent Company vide approval dated April 10, 2019 w.e.f January 29, 2019 to March 31, 2021.
Research and development expenses incurred by the Parent Company comprises of the following:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Salary, wages and bonus - - 7.83
Contribution to provident and other funds - - 0.46
Travelling and Conveyance expenses - - 0.16
Total* - - 8.45
* Excluding provision for gratuity and leave encashment.
47Details of dues to MSME under the MSMED Act,2006
Particulars March 31, 2025 March 31, 2024 March 31, 2023
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each 43.35 37.15 7 4.58
accounting period
The amount of interest paid by the buyer in terms of Section 16 of the MSMED Act 2006 along with the - - -
amounts of the payment made to the supplier beyond the appointed day during each accounting year
The amount of interest due and payable for the period of delay in making payment (which have been paid - - -
but beyond the appointed day during the year) but without adding the interest specified under the
MSMED Act 2006
The amount of interest accrued and remaining unpaid at the end of each accounting year - - -
The amount of further interest remaining due and payable even in the succeeding years, until such date - - -
when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance
as a deductible expenditure under Section 23 of the MSMED Act 2006
48Expenditure of Corporate Social Responsibility (CSR)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
(a) Gross amount required to be spent (approved by board of the respective companies) 14.49 46.93 41.71
(b) Amount spent on:
(i) Construction/acquisition of any asset - 0.07 2.15
(ii) On purpose other than (i) above out of the provision of previous year and current year - 0.59 12.58
(iii) Unspent amount yet to be transferred to a specified fund account 14.49 46.28 36.18
MinistryofCorporateAffairs(MCA)hasamendedSection135oftheCompaniesAct2013videTheCompanies(Amendment)Act2020,whereinaprovisohasbeen
addedtoSub-Section(5)ofSection135whichstatesthatanyamountremainingunspentunderSection135(5),pursuanttoanyongoingproject,fulfillingsuchconditions
asmaybeprescribed,undertakenbyacompanyinpursuanceofitsCorporateSocialResponsibilityPolicy,shallbetransferredbythecompanywithinaperiodofthirty
daysfromtheendofthefinancialyeartoaspecialaccounttobeopenedbythecompanyinthatbehalfforthatfinancialyearinanyscheduledbanktobecalledthe
Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social
ResponsibilityPolicywithinaperiodofthreefinancialyearsfromthedateofsuchtransfer,failingwhich,thecompanyshalltransferthesametoaFundspecifiedin
ScheduleVII,withinaperiodofthirtydaysfromthedateofcompletionofthethirdfinancialyear.Accordingly,theGrouphadmadeprovisionofunspentamountofRs.
14.49 million during the FY 24-25 ( FY22-23 Rs. 36.18 million ; FY 23-24 Rs. 46.28 million).
#TheParentcompanyandtwosubsidiaries(CMRNikkeiIndiaPrivateLimitedandCMRToyotsuAluminumIndiaPrivateLimited)hasgivendonationinthenatureof
CSRaggregatingtoRs.20.18 millionduringFY23-24andRs.1.76millionduringtheFY22-23tooneofthesubsidiarynamelyCMRWelfareFoundationduringthe
current year which has been eliminated in the consolidated financial statements.
The Group has during the FY 24-25 transferred an amount of Rs. 16.70 million (FY 23-24 Rs. 36.18;FY 22-23 Rs. 14.62 million) within the specified period of thirty days.
Particulars In Separate CSR In Separate CSR In Separate CSR
Unspent A/c for Unspent A/c for Unspent A/c for
March,2025 March,2024 March,2023
Opening Balance 62.15 15.13 10.27
Amount transferred to separate CSR Unspent A/c 16.70 36.18 14.62
Amount spent during the year 35.01 19.98 9.76
Closing Balance 4 3.84 3 1.33 15.13
Details related to unspent obligations:
March 31, 2025 March 31, 2024 March 31, 2023
Balance in separate CSR unspent account 43.84 31.33 15.13
Unspent amount to be transferred to a specified fund account 14.49 46.28 36.18
Accrued interest on CSR Fixed Deposits 3.64 2.24 -
61.97 79.85 51.31
436CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
49 Other Statutory Information
(i)TheGroupdoesnothaveanyBenamiproperty,whereanyproceedinghasbeeninitiatedorpendingagainsttheGroupforholdinganyBenami
property.
(ii) The Group does not have any transactions with companies struck off.
(iii) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Group have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v)TheGrouphavenotadvancedorloanedorinvestedfundstoanyotherperson(s)orentity(ies),includingforeignentities(Intermediaries)withthe
understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate
Beneficiaries); or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
(vi)TheGrouphavenotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding(whether
recorded in writing or otherwise) that the Group shall:
a)directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheFundingParty(Ultimate
Beneficiaries) or;
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Group does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during
the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961
50 TheHoldingCompany,subsidiariesandjointventurewhicharecompaniesincorporatedinIndiaandwhosefinancialstatementshavebeenauditedunder
the Act have complied with the requirements of audit trail except for the following:
The group has used accounting software Infor LN and Payroll software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not
enabled for certain master tables and direct changes to the underlying database using privileged/ administrative access rights in respect of Infor LN.
Further, no instance of audit trail feature being tampered with, in respect of accounting software where the audit trail has been enabled. The audit trail has
been presented by the company for these software as per the statutory requirement for record retention.
437CMR Green Technologies Limited
Annexure VII- Notes to the Restated Consolidated Financial Information
CIN: U00337HR2005PLC085675
(All amount in Rs. millions, except for share data and if otherwise stated)
51. Ratio Analysis and its elements:
Salary, wages and bonus Numerator Denominator March 31, 2025 March 31, 2024 % Variance Reason for variance
Current ratio Current Assets Current Liabilities 1.83 2.24 -18.5%Not Applicable
Debt- Equity Ratio Total Debt Total equity 0.59 0.36 61.0%Increase in debt-equity ratio mainly due to increase
in borrowing during the period and reduction of total
equity on account of losses for the period
Debt Service Coverage ratio Earnings for debt service = Net Debt service = Interest & Lease Payments (0.85) (7.94) -89.3%Decrease is mainly on account of higher loss in the
profit after taxes + Non-cash + Principal Repayments comparative period and decrease due proceed from
operating expenses borrowing.
Return on Equity ratio Net Profits after taxes – Average Shareholder’s Equity 0.11 (0.47) -123.1%Decrease is mainly on account of higher loss in the
Preference Dividend comparative period .
Inventory Turnover ratio Cost of goods sold Average Inventory 2.03 2.15 -5.3%Not Applicable
Trade Receivable Turnover Ratio Net sales = Total sales - sales Average Trade Receivable 9.42 10.08 -6.5%Not Applicable
return
Trade Payable Turnover Ratio Net Purchases = Total Purchases - Average Trade Payables 30.33 22.04 37.6%Increase is mainly on account of increase in average trade
purchases return payable during the period.
Net Capital Turnover Ratio Net sales = Total sales - sales Working capital = Current assets – 7.86 7.55 4.1%Not Applicable
return Current liabilities
The principal amount and the interest Net Profit Net sales = Total sales - sales return 2.33% -14.09% -116.5%Mainly increase due to profit in current financial year and
due thereon remaining unpaid to any increase in revenue from operation for the period.
supplier as at the end of each accounting
period
Return on Capital Employed Earnings before interest and taxes Capital Employed = Tangible Net Worth 11.02% 9.83% 12.2%Not Applicable
+ Total Debt -Intangbile assets including
Goodwill
Return on Investment Net Profit Investment 0.88% 1.00% -11.8%Not Applicable
Ratio Numerator Denominator March 31, 2024 March 31, 2023 % Variance Reason for variance
Current ratio Current Assets Current Liabilities 2.24 2.06 8.74%Not Applicable
Debt- Equity Ratio Total Debt Shareholder’s Equity 0.36 0.16 121.81%Increase in debt-equity ratio mainly due to increase
in borrowing during the period and reduction of total
equity on account of losses for the period
Debt Service Coverage ratio Earnings for debt service = Net Debt service = Interest & Lease Payments (7.94) 0.40 -2073.81%Decrease is mainly on account of higher loss in the
profit after taxes + Non-cash + Principal Repayments comparative period and increase in repayment of
operating expenses lease liabilities and increase in repayment on account
of increased borrowings.
Return on Equity ratio Net Profits after taxes – Average Shareholder’s Equity (0.47) 0.05 -1073.06%Decrease is mainly on account of higher loss in the
Preference Dividend comparative period and decrease due proceed from
borrowing.
Inventory Turnover ratio Cost of goods sold Average Inventory 2.15 1.91 12.13%Not Applicable
Trade Receivable Turnover Ratio Net sales = Total sales - sales Average Trade Receivable 10.08 10.60 -4.90%Not Applicable
return
Trade Payable Turnover Ratio Net Purchases = Total Purchases - Average Trade Payables 22.04 19.27 14.39%Decrease is mainly on account of increase in average trade
purchases return receivable during the period.
Net Capital Turnover Ratio Net sales = Total sales - sales Working capital = Current assets – 7.55 7.71 -2.04%Not Applicable
return Current liabilities
Net Profit ratio Net Profit Net sales = Total sales - sales return -14.09% 1.78% -891.08%Decrease due to loss in FY 23-24.
Return on Capital Employed Earnings before interest and taxes Capital Employed = Tangible Net Worth 9.83% 13.28% -25.99%Decreased due to reduction in intangoble assets
+ Total Debt -Intangbile assets including
Goodwill
Return on Investment Net Profit Investment 1.00% 1.27% -21.05%Not Applicable
52. Events after reporting date:
There are no events occurred after the reporting period which may impact the financial position as on.
The above statement should be read with the Annexure V- Summary of Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Information , Annexure VI- Statements of adjustments to
Restated Consolidated Financial Information and Annexure VII - Notes to the Restated Consolidated Financial Information.
For ASA & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants of CMR Green Technologies Limited
ICAI Firm Registration Number - 009571N/N500006
Nitin Gupta Mohan Agarwal Raghav Agarwal
Partner Managing Director Executive Director
Membership No: 122499 DIN: 00595232 DIN: 08450843
Place : New Delhi Yugal Kishor Garg Srishti Saxena
Date:August 27, 2025 Chief Financial officer Company Secretary
M.No. A40576
Place : Faridabad
Date: August 27, 2025
438OTHER FINANCIAL INFORMATION
In accordance with the with Schedule VI, Part A (11)(I)(A)(ii)(b) of the SEBI ICDR Regulations, the audited
financial information of our Company and our Material Subsidiaries for the Fiscals 2025, 2024 and 2023
(collectively, the “Audited Financial Information”) is available on our website at https://cmr.co.in/shareholder-
relation/.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. Except as disclosed in this Draft Red Herring Prospectus, the Audited Financial Information
and reports thereon, do not and will not constitute, (i) a part of this Draft Red Herring Prospectus; (ii) the Red
Herring Prospectus or (iii) the 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 or recommendation
or solicitation to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any
other applicable law in India or elsewhere. Except as disclosed in this Draft Red Herring Prospectus, the Audited
Financial Information and reports thereon should not be considered as part of information that any investor should
consider subscribing for or purchase any securities of our Company and should not be relied upon or used as a
basis for any investment decision. Due caution is advised when accessing and placing reliance on any historic or
other information available in the public domain.
None of our Company or any of its advisors, nor the Selling Shareholders, nor the BRLMs 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 Information, or
the opinions expressed therein.
The accounting ratios of our Company as required under Clause 11 of Part A of Schedule VI of the SEBI ICDR
Regulations as derived from the Restated Consolidated Financial Information, are given below:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Basic EPS (in ₹)(1)(3) 6.50 (38.32) 4.41
Diluted EPS (in ₹)(2)(3) 6.50 (38.32) 4.41
Return on net worth (in %)(4)(5) 31.08% (265.90) 8.17%
Net asset value per equity share (in ₹)(6) 20.93 14.41 54.02
EBITDA (₹ in million) 3,037.17 2,174.04 2,070.14
Notes:
(1) Basic earnings per share (₹) is calculated by Restated profit after tax for the year attributable to equity shareholders of the Company
divided by weighted average number of equity shares outstanding during the year.
(2) Diluted earnings per share (₹) is calculated by Restated profit after tax for the year attributable to equity shareholders of the Company
divided by weighted average number of diluted Equity Shares outstanding during the year.
(3) Basic EPS and Diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per Share’.
(4) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated
losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
(5) Return on Net Worth (%) is calculated as restated profit attributable to owners of the Company divided by net worth for the year
(6) Net asset value per Equity Share= Net worth at the end of the year divided by weighted average number of Equity Shares. Weighted
average number of Equity Shares represents the shares used for computing Basic EPS/LPS.
(7) EBITDA is calculated as Profit/(loss) for the year add Finance costs, Depreciation and amortization expense, Exceptional item and
Total tax expenses/(credit) less other income and Share in (loss) of Joint Ventures (net of tax).
The Non-GAAP Measures 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. Further, these
Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and
should not be considered in isolation or construed as an alternative to cash flows, profit/(loss) for the
year/period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in
accordance with Ind AS. In addition, these Non-GAAP Measures are not a standardized term, hence a direct
comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other
companies may calculate the Non-GAAP Measures differently from us, limiting its usefulness as a
comparative measure. Although the Non-GAAP Measures 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 because they are widely used measures to evaluate a company’s operating
439performance. For the risks relating to our Non-GAAP Measures, please see “Risk Factors- Certain non-
GAAP financial measures and certain other statistical information relating to our operations and financial
performance like EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio, Net Asset Value per
Equity Share have been included in this Draft Red Herring Prospectus. These non-GAAP financial
measures are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable” on page 86.
440RELATED PARTY TRANSACTIONS
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e.
Ind AS 24 - Related Party Disclosures, read with the SEBI ICDR Regulations for the Fiscals ended March 31,
2025, March 31, 2024 and March 31, 2023, on an consolidated basis and as reported in the Restated Consolidated
Financial Information, see “Restated Consolidated Financial Information” beginning on page 338.
441CAPITALISATION STATEMENT
The following table sets forth our capitalisation as of March 31, 2025, derived from our Restated Financial
Information and as adjusted for the Offer. This table below should be read in conjunction with the sections titled
“Risk Factors”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations”, beginning on pages 44, 338 and 443 respectively.
(₹ in million, except ratios)
Pre-Offer as at
Partic ulars Post-Offer(1)
March 31, 2025
Borrowings
Current borrowings (I)* 6,357.81 [●]
Non-current borrowings (including current maturity) (II)* 2,582.52 [●]
Total borrowings (III = I + II)* 8,940.33 [●]
Shareholders’ funds
Equity share capital (IV)* 438.11 [●]
Other equity (V)* 13,288.38 [●]
Non-controlling interest (VI) 1,486.41
Total capital (VII = IV + V+ VI) 15,212.90 [●]
Ratio: Non-current borrowings / Total equity (in times) 0.17 [●]
Ratio: Total borrowings / Total equity (in times) 0.59 [●]
* These terms shall carry the meaning as per Schedule III of the Companies Act, 2013
Notes:
The corresponding post-Offer data is not determinable at this stage pending the completion of the Book Building Process. Accordingly, this
data has not been provided in the above table.
442MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our
Restated Financial Information which is included in this Draft Red Herring Prospectus. Our Restated
Consolidated Financial Information differ in certain material respects from IFRS, U.S. GAAP and GAAP in other
countries, and our assessment of the factors that may affect our prospects and performance in future periods.
Accordingly, the degree to which our Restated Consolidated Financial Information will provide meaningful
information to a prospective investor in countries other than India is entirely dependent on the reader’s level of
familiarity with Ind AS.
Some of the information in the following discussion, including information with respect to our plans and
strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section
“Forward-Looking Statements” on page 23 for a discussion of the risks and uncertainties related to those
statements. Our actual results may differ materially from those expressed in or implied by these forward-looking
statements as a result of various factors, including those described below and elsewhere in this Draft Red Herring
Prospectus. Also read “Risk Factors” and “– Significant Factors Affecting our Results of Operations and
Financial Condition” on pages 44 and 443, respectively, for a discussion of certain factors that may affect our
business, financial condition or results of operations.
Unless stated or the context requires otherwise, the financial information in this Draft Red Herring Prospectus is
derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus.
The financial information included in this section should be read in conjunction with our Restated Consolidated
Financial Information, the notes and annexures thereto and “Management’s Discussion and Analysis of
Financial Position and Results of Operations” on pages 44 and 443 respectively.
The industry and market data used in this section, unless otherwise indicated, has been derived from the report
“Assessment of Global and Domestic Metal Recycling & Recovery Market” dated August 2025, as amended
(“ICRA Report”) prepared and released by ICRA and commissioned and paid for by our Company for an agreed
fee, exclusively for the purpose of this Offer. A copy of the ICRA Report is available on the website of our Company
at https://cmr.co.in/shareholder-relation/. Unless otherwise indicated, all financial, operational, industry and
other related information derived from the ICRA Report and included herein with respect to any particular year
refers to such information for the relevant calendar year.
Our Fiscal ends on March 31 of each year. Accordingly, all references to a particular Fiscal are to the 12 months
ended March 31 of that year.
In this section, unless the context otherwise requires, a reference to “we”, “us”, “our”, “the Group” or “the
Company” is a reference to our Company on a consolidated basis.
Overview
For details in relation to our business overview, competitive strengths, business strategies and business operations,
please see “Our Business” beginning on page 248.
Significant Factors Affecting Our Results of Operations and Financial Condition
We believe that the following factors have significantly affected our results of operations and financial condition
during the periods under review, and may continue to affect our results of operations and financial condition in
the future:
Maintaining our customer relationships
A significant portion of our revenue from operations arises from sales of our products to our customers (which
includes manufactured and traded products), with a proportion arising from sale of segregated scrap and also sale
of services which are in the nature of job works executed. We have over the years established long-term
relationships with our customers leading to recurrent business engagements with them. Some of our OEM
customers include \Suzuki Motors Gujarat, Hero MotoCorp Limited, Honda Cars India Limited, Royal Enfield
Motors Limited and India Yamaha Motor Private Limited, while our customers, who are Tier 1 companies include
Toyota Industries Engine India Private Limited, Rockman Industries Limited and Sunbeam Lightweighting
443Solutions Private Limited, among others. Our major customers comprise Tier 1 companies as well as OEMs, some
of whom have been with us for the last ten Fiscals.
We believe that our continued relationships with these customers plays a significant role in our growth and results
of operations. We believe that our customer retention levels reflect our ability to provide quality products as per
the customer specification, and our consistent customer servicing standards have enabled us to increase our
customers’ dependence on us. We strive to understand our customers’ business needs and provide products to
meet their requirements. We will continue to work with these Tier 1 companies and OEM customers as well as
our customers in the segregation and recycling of metal segment, in order to develop and supply customised
products. We anticipate that our product offerings, the quality thereof and leadership in key product segments will
help us in increasing our share of business amongst our existing customers as well as increase our customer base.
The table set forth below provides the revenue contribution and revenue contribution as a percentage of our
revenue from operations of our top 3 customers, top 5 customers and top 10 customers, for Fiscal 2025, Fiscal
2024 and Fiscal 2023, respectively based on the Restated Consolidated Financial Information.
Customers Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a percentage Revenue As a percentage Revenue As a
contribution of the revenue contribution of the revenue contribution percentage
(₹ in million) from operations (₹ in million) from operations (₹ in million) of the
(%) (%) revenue
from
operations
(%)
Top 3 15,311.13 22.98% 14,141.61 23.75% 12,715.91 21.67%
customers
Top 5 23,331.09 35.01% 20,616.70 34.63% 18,633.73 31.75%
customers
Top 10 35,182.55 52.78% 30,490.93 51.20% 28,194.68 48.05%
customers
Change in customer preferences, market conditions and industry trends affecting the recycling industry and
dependence across geographies
We derive our revenue primarily from sales to the automotive industry. Sales of most of our products are directly
related to the production of automobiles and auto components by our customers, which are impacted by global
economic conditions, general macro-economic or industry conditions, including seasonal trends in the automobile
manufacturing sector, volatile fuel prices, employee expenses and challenges in maintaining amicable labour
relations as well as evolving regulatory requirements, government initiatives, trade agreements and other factors.
Looking ahead, the global aluminium market is projected to reach a value of USD 373.9 billion and a volume of
127.1 million tons by CY2030, indicating a CAGR of 4.3% in value and 2.7% in volume over the period CY2025
to CY2030. The growing demand from the transportation sector is expected to drive aluminium market growth in
the coming years. Due to its lightweight and high-strength characteristics, aluminium is a vital material in the
manufacturing of electric vehicles (EVs), ICE automobiles and aircraft. The rapid expansion of the global EV
market, supported by government incentives and strict emissions regulations, is likely to boost aluminium use in
automotive applications. Additionally, Boeing's projection of a 67% increase in the global freighter fleet from
2,375 aircraft in 2024 to 3,975 by 2044 highlights aluminium’s increasing importance in aviation. These
developments are expected to sustain long-term demand and strengthen aluminium’s position as a key material in
next-generation transportation technologies. Beyond transportation, aluminium usage is also increasing in the
building and construction (B&C) sector, where it offers improved performance, design flexibility, and reduced
maintenance costs over the lifecycle compared to conventional materials. (Source: ICRA Report)
Our results of operations are dependent on our ability to anticipate, gauge and respond to the changes in customer
preferences and supply new products or modify our existing products in line with the changes in trends as well as
customer demands and preferences, especially with the anticipated entry of electric vehicles into the automotive
industry. Additionally, we believe that the cyclical nature of general macro-economic conditions and,
consequently, of the automotive industry implies that our results of operations can fluctuate substantially from
period to period. We expect that these macro-economic factors and conditions in the automotive industry,
particularly employment levels, fuel prices, consumer spending on passenger and commercial vehicles and interest
444rates, particularly in India, will continue to be one of the most important factors affecting our revenues and results
of operations. Other factors, such as our competitiveness, quality and pricing, have an effect on our market share
and our ability to retain customers in competitive situations, but the overall direction of the automotive industry
is expected to have a more significant effect on our revenues and results of operations. We have also commenced
exports to Japan, China, Hong Kong and United States. The table below sets forth details of our revenue from
operations from our customers within India and outside India in the periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in million As a ₹ in million As a ₹ in million As a
percentage percentage percentage of
of the of the the revenue
revenue revenue from
from from operations
operations operations (%)
(%) (%)
India 65,635.01 98.46% 56,716.46 95.28% 54,687.98 93.19%
Outside India 1,029.84 1.54% 2,807.96 4.72% 3,997.09 6.81%
Total 66,664.85 100.00% 59,524.41 100.00% 58,685.07 100.00%
Cost of procuring raw materials and manufacturing our products
The primary raw materials used by our manufacturing facilities are aluminium based and stainless-steel based
metal scrap, which are mostly imported by us. Our Company has the capability to procure and process a variety
of aluminium based scrap such as zorba, taint tabor, tense troma, turning, tally, among others. Details of our top
10 suppliers as a percentage of our total purchases of raw materials and traded goods by our Company on a
consolidated basis, during Fiscals 2025, 2024 and 2023, based on the Restated Consolidated Financial Information
are disclosed hereunder.
Suppliers Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in million % of total raw ₹ in million % of total ₹ in million % of total
materials and raw raw
traded goods materials materials
purchased and traded and traded
goods goods
purchased purchased
Top 3 suppliers 12,393.61 20.37% 13,582.23 25.59% 11,442.21 22.39%
Top 5 suppliers 17,245.96 28.35% 17,831.33 33.59% 15,377.74 30.09%
Top 10 suppliers 23,839.33 39.19% 25,102.26 47.29% 22,093.51 43.23%
We have been procuring metal scrap from around 198 global suppliers, including, from the United States, United
Kingdom, New Zealand, Australia, Europe, Africa, South Africa, Thailand and the UAE, among others, as well
as from certain domestic suppliers. The scrap prices vary from market to market, and our buying team,
accordingly, analyses the arbitrage in different markets to take possible advantages of such variations by
purchasing more from the cheaper source. The table set forth details of our cost of raw materials consumed,
including purchase of traded goods and changes in inventories of finished and traded goods for the period and as
percentage of total expense:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in As a % of ₹ in million As a % of our ₹ in As a % of our
million our Total Total million Total
Expenses Expenses Expenses
Cost of materials 58,825.03 90.69% 53,108.59 90.96% 52,423.38 91.14%
consumed including
purchases of traded goods
and changes in inventories
of finished goods, traded
goods
We also depend on imports to meet a portion of our raw material requirements. The share of the top five countries
from which our Company imports raw materials and traded goods as a percentage of our total imports, during
Fiscal 2025, Fiscal 2024 and Fiscal 2023, on a consolidated basis, based on the Restated Consolidated Financial
Information are disclosed hereunder.
445% of total raw material and traded goods imports
S. No. Jurisdiction
for Fiscal 2025
1. United States 47.55%
2. United Kingdom 9.33%
3. Belgium 7.67%
4. Italy 4.33%
5. China 4.12%
% of total raw material and traded goods imports
S. No. Jurisdiction
for Fiscal 2024
1. United States 52.73%
2. Belgium 8.35%
3. United Kingdom 6.06%
4. Netherlands 5.16%
5. China 3.78%
% of total raw material and traded goods imports
S. No. Jurisdiction
for Fiscal 2023
1. United States 48.61%
2. United Kingdom 9.53%
3. Belgium 7.84%
4. Netherlands 4.93%
5. China 4.46%
We import most of our raw materials and payments are made in foreign currencies. This exposes us to currency
fluctuation risk. The prices of our raw materials used by us are volatile and are subject to various factors including
commodity prices, global economic conditions and market speculation, among others. We do not enter into any
firm commitment long-term contracts with our suppliers. As a practice, the aluminium alloy prices are generally
fixed on a monthly or quarterly basis by one of our major OEM customers, which generally forms the basis for
most of our customers. Aluminium billets are mostly priced basis the Aluminium LME and we do only job work
at our Odisha plant. Various factors including movements in scrap prices and currency and average of scrap prices
and forex rates of the preceding month are considered while fixing the alloy prices. Further, we make our payments
to our raw materials suppliers approximately 30 days prior to the sale of our finished goods. This pricing method
accepted by our customers helps give us a natural hedge against price and forex fluctuations to a large extent.
Since we have long lead times in our supply chain due to high imports, the scrap markets and forex rate may
fluctuate in the intervening time and we may not be able to adjust prices of our finished products against what we
would have paid for our raw materials. We may not be able to effectively hedge ourselves from the fluctuations
in scrap prices and foreign exchange rate and this may have an adverse impact on our profitability. Further,
volatility in prices of our raw materials can significantly affect our raw material costs and if we are not able to
compensate for or pass on our increased costs to customers, such price increases could have a material adverse
impact on our result of operations, financial condition and cash flows.
Growing competition or competition from small, medium sized enterprises
The global aluminium recycling industry is highly fragmented, with thousands of small and mid-sized recyclers
operating across regions (Source ICRA Report). These medium and small sized players incur significantly lower
capital expenditure to set up manufacturing facilities as compared with large sized players, primarily on account
of low level of mechanisation and less adherence to necessary compliance, as per the ICRA Report. This
sometimes results in faster break-even period for these players as price differential between large and small players
is typically minimal. This, however, results in a low bargaining power of a majority of recyclers, especially the
small-scale recyclers. We set up manufacturing facilities in new and developing markets and not in markets which
are already being supplied to, by these existing suppliers. We supply liquid aluminium through our Haridwar Unit,
Bhiwadi Unit, Halol Unit and Sambalpur Unit, located adjacent to the facility of our customers, using ladles
mounted on forklifts and these deliveries are made on a round-the-clock basis, throughout the year. We also supply
liquid metal over the road, using our Patented Technology, through our Bawal Unit, Chennai Unit, Vallam Unit,
Halol Unit, Vanod Unit I, Manesar Unit and Tirupati Unit, in ladles placed in specially designed trucks.
Transportation of liquid aluminium can typically be carried out for destinations within a distance of up to 20 - 25
kilometers. We believe that our endeavour to continually deliver, within short timelines, creates a great
446interdependency between us and our customers, thereby creating a virtual customer lock in and entry barrier into
our industry. Over the years, the share of sale of liquid aluminium as part of our total domestic sales has been
rising consistently.
Increasing aluminization of ICE vehicles, higher penetration of EVs, growing demand of recycled wrought alloys
and such shift of business from small to large scale players, we believe, is expected to impact us favourably.
However, we may face a reduction in the supply for our products in the event that any major Tier 1 companies
and OEMs that we currently supply to decide to manufacture any or all of their products in-house.
Foreign currency fluctuations
Our financial statements are presented in Indian Rupees. However, our expenditure and revenue are influenced
by the currencies that we export in as well as by currencies of countries from where we procure our raw materials
and plant and machinery. The table below sets forth details of certain parameters of our foreign currency exposure
for the years / period indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Foreign currency purchases (₹ in million) 44,497.04 42,622.66 41,204.41
Foreign currency purchases as a 73.15% 80.31% 80.63%
percentage of total purchases (%)
Further, for the years ended March 31, 2025, Marcg 31, 2024 and March 31, 2023, based on the Restated
Consolidated Financial Information, the revenue from operations located in India geographical segment as per Ind
AS 108 for the years / period indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in million As a ₹ in million As a ₹ in million As a
percentage percentage percentage
of the of the of the
revenue revenue revenue
from from from
operations operations operations
(%) (%) (%)
India 65,635.01 98.46% 56,716.46 95.28% 54,687.98 93.19%
Outside 1,029.84 1.54% 2,807.96 4.72% 3,997.09 6.81%
India
Total 66,664.85 100% 59,524.42 100% 58,685.07 100%
The exchange rate between the Indian Rupee and these currencies has fluctuated in the past and our results of
operations have been impacted by such fluctuations and may be impacted by such fluctuations in the future.
Appreciation or depreciation of the Indian rupee against the U.S. Dollar and other foreign currencies may affect
our results of operations. Volatility in the exchange rate and/or sustained appreciation of the Indian Rupee may
negatively impact our revenue and operating results.
• Basis of preparation
The Restated Consolidated Summary Statements of the Group, its joint ventures and associates comprise of the
Restated Consolidated Summary Statements of Assets and Liabilities as at March 31, 2025, March 31, 2024 and
March 31, 2023, the Restated Consolidated Summary Statement of Profit and Loss (including other
comprehensive income), the Restated Consolidated Summary Statement of Change in Equity, the Restated
Consolidated Summary Statement of Cash Flow for the years ended March 31, 2025, March 31, 2024 and March
31, 2023 and significant accounting policies and explanation notes (collectively, the Restated Consolidated
Summary Statements’ or Statements’).
These Restated Consolidated Summary Statements (‘Summary Statements or Statements’) have been prepared
by the management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended, issued by the Securities and Exchange Board of India (SEBI) on
11 September 2018, in pursuance of the Securities and Exchange Board of India Act, 1992 (the “ICDR
Regulations”) in connection with its proposed initial public offering of equity shares of face value of Rs. 2 each
of the Parent Company comprising fresh issue of equity shares and an offer for sale of equity shares held by the
selling shareholders (the “offer”), prepared by the Parent Company in terms of requirement of:
447a) Section 26 of Part 1 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 (the “ICDR Regulations”); and
c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
These Restated Consolidated Financial Information have been compiled by the Management of the Group from
the audited consolidated financial statements of the Group as at and for the year ended March 31, 2025, March
31, 2024 and March 31, 2023 prepared in accordance with the 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 from time to time and other accounting principles generally accepted in India.
These consolidated summary statements have been prepared on accrual basis except certain subsidy income and
interest on delayed payment from customers which are accounted when the right to receive subsidy from the
Government and when there is no significant uncertainty regarding the ultimate collection of the relevant subsidy and
such interest from customers (refer note 3.5 & 3.6 below) and under the historical cost convention except for certain
financial assets and financial liabilities which have been measured at fair value as per the requirements of the Ind AS;
a) Derivative financial instruments (refer accounting policy regarding financial instruments in Note 3.19)
b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial
instruments in Note 3.18)
The consolidated financial statements are presented in INR, and all values are rounded to the nearest million (INR
00,000), except when otherwise indicated.
The Group has prepared the financial statements on the basis that it will continue to operate as a going concern.
The consolidated summary statements provide comparative information in respect of the previous period.
• Basis for Consolidation
The Restated Financial Information comprise the restated consolidated Ind AS summary statements of the
Company, its Subsidiaries (together with the Company, the “Group”), associates and Joint Ventures.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically, the Group
controls an investee if and only if the Group has:
- Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee)
- Exposure, or rights, to variable returns from its involvement with the investee, and
- The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption
and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
- The contractual arrangement with the other vote holders of the investee
- Rights arising from other contractual arrangements
- The Group’s voting rights and potential voting rights
- The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of
the other voting rights holders
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the Restated Financial
Information from the date the Group gains control until the date the Group ceases to control the subsidiary.
448The Restated Financial Information are prepared using uniform accounting policies for like transactions and other
events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in
the Restated Financial Information for like transactions and events in similar circumstances, appropriate
adjustments are made to that Group member’s restated consolidated financial statements in preparing the Restated
Financial Information to ensure conformity with the Group’s accounting policies.
The Restated Financial Information have been prepared on the following basis:
a) The financial statements of the subsidiary companies used in the consolidation are drawn upto the same
reporting date as that of the group.
b) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those
of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of
the assets and liabilities recognised in the Restated Financial Information at the acquisition date.
c) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s
portion of equity of each subsidiary.
d) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to
transactions between entities of the group (profits or losses resulting from intragroup transactions that are
recognised in assets, such as inventory and fixed assets, are eliminated in full).
Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of
the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests
having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities,
equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated
in full on consolidation.
• Investment in joint ventures and associates
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have
rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require unanimous consent of the
parties sharing control.
The considerations made in determining whether significant influence are similar to those necessary to determine
control over the subsidiaries.
The Group’s investments in its joint ventures and associates are accounted for using the equity method. Under
the equity method, the investment in joint ventures is initially recognised at cost. The carrying amount of the
investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture and associates
since the acquisition date. Goodwill relating to the joint venture and associates is included in the carrying amount
of the investment and is not tested for impairment individually.
The restated consolidated Ind AS statement of profit and loss reflects the Group’s share of the results of operations
of the joint ventures and associates. Any change in OCI of those investees is presented as part of the Group’s
OCI. In addition, when there has been a change recognised directly in the equity of the joint venture and associate,
the Group recognises its share of any changes, when applicable, in the restated consolidated Ind AS statement of
changes in equity. Unrealised gains and losses resulting from transactions between the Group, the joint venture
and associate are eliminated to the extent of the interest in the joint venture and associate.
The aggregate of the Group’s share of profit or loss of a joint venture and associate is shown on the face of the
restated consolidated Ind AS statement of profit and loss outside operating profit.
The restated summary statements of the joint ventures and associates are prepared for the same reporting period
as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the
Group.
• Summary of significant accounting policies and Changes in Accounting policies & disclosures
449The accounting policies, as set out below, have been consistently applied, by the Group, to all the years presented
in the Restated Financial Information except as mentioned in note 1 and 20 below:
1. New and amended standards and interpretations
The Ministry of Corporate Affairs (“MCA”) has carried out amendments which are effective for annual periods
beginning on or after April 1, 2021 to the following accounting standards. The effect on adoption of following
mentioned amendments had no impact on the Restated Financial Information. The Group has not early adopted
any standards or amendments that have been issued but are not yet effective.
1. Ind AS 117: Insurance Contracts; The Ministry of corporate Affairs (MCA) notified the Ind AS 117,
Insurance Contracts, vide notification dated 12 August 2024, under the Companies (Indian Accounting
Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after
1 April 2024.
2. Amendment to Ind AS 116 Leases – Lease Liability in a Sale and Leaseback; The MCA notified the
Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116,
Leases, with respect to Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale
and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates
to the right of use it retains.
The amendment is effective for annual reporting periods beginning on or after 1 April 2024 and must be applied
retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116.
The amendment does not have a material impact on the Group’s financial statements.
3. Current versus non-current classification
Bases on the time involved between the acquisition of the assets for processing and their realization in cash and
cash equivalent, the Company has identified twelve months as its operating cycle for determining current and
non-current classification of assets and liabilities in the balance sheet.
4. Foreign currencies
The Group’s Restated Financial Information are presented in INR, which is also the Group’s functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot
rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses
average rate if the average approximates the actual rate at the date of the transaction.
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 restated consolidated Ind AS statement of 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).
5. Fair value measurements
The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
450between 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 Group.
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 Group 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 Restated Financial Information are
categorized within the following fair value hierarchy 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 Restated Financial Information on a recurring basis, the Group
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.
The Group’s management determines the policies and procedures for both recurring fair value measurement, such
as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring
measurement, such as assets held for distribution in discontinued operation.
External valuers are involved for valuation of significant assets, and significant liabilities, if any.
At each reporting date, the management analyses the movements in the values of assets and liabilities which are
required to be re-measured or re-assessed as per the Group’s accounting policies. For this analysis, the
management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation
computation to contracts and other relevant documents.
The management, in conjunction with the Group’s external valuers, also compares the change in the fair value of
each asset and liability with relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant
notes.
6. Revenue from contract with customers
Revenue from contracts with customers is recognised when control of the goods are transferred to the customer
at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods
or services. The Group has generally concluded that it is the principal in its revenue arrangements because it
451typically controls the goods before transferring them to the customer.
Sale of products
Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the
customer. Amounts disclosed as revenue are net of returns and allowances, trade discounts and rebates. The Group
collects Goods & Service Tax (GST)/ on behalf of the government and therefore, these are not economic benefits
flowing to the Group. Hence, these are excluded from the revenue.
Variable consideration includes trade discounts, volume rebates and incentives, etc. The Group estimates the
variable consideration with respect to above based on an analysis of accumulated historical experience. The Group
adjusts estimate of revenue at the earlier of when the most likely amount of consideration expected to receive
changes or when the consideration becomes fixed.
Sale of services
Revenue from job work in process is recognised by reference to the stage of completion. Stage of completion is
measured by reference to job work in process at the year end and is recognized at measured value of conversion
charges. The Group collects service tax/ GST on job work on behalf of the government and, therefore, it is not an
economic benefit flowing to the Group. Hence, it is excluded from revenue.
Interest income
Interest income is recorded using the effective interest rate (EIR) method. 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 gross carrying amount of the financial asset.
Interest income on delayed payment from customers is recognised when there is no significant uncertainty
regarding the ultimate collection of such interest from customers.
Rental income
Rental income arising from operating leases is accounted for on a straight-line basis over the lease terms.
Export incentive
Export entitlements in the form of advance license, Duty Drawback and MEIS (Merchandise Exports from India
Scheme) are recognised in the statement of profit and loss when the right to receive credit as per the terms of the
scheme is established in respect of exports made and when there is no significant uncertainty regarding the
ultimate collection of the relevant export proceeds.
7. Government grant
Government grants are recognised where there is reasonable assurance that the grant will be received and all
attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income
on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
When the grant relates to an asset, it is recognised as income on a systematic basis.
8. Income Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities in accordance with the Income Tax Act, 1961 enacted in India. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively enacted, at the reporting date in India.
Current income tax relating to items 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 other
comprehensive income or directly in equity. Management periodically evaluates positions taken in the income
tax returns with respect to situations in which applicable tax regulations are subject to interpretations and
452considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group shall
reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected
value method, depending on which method predicts better resolution of the treatment.
Deferred tax
Deferred tax is provided using the liability method 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 recognized for all taxable temporary differences, except:
(a) When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
(b) In respect of taxable temporary differences associated with investments in subsidiaries and joint venture,
when the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses, if any. Deferred tax assets are recognized 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 utilized, except:
(a) When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss.
(b) In respect of deductible temporary differences associated with investments in subsidiaries and joint
venture, deferred tax assets are recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
The carrying amount of deferred tax assets and MAT credit entitlement 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 utilized. Unrecognized deferred tax assets are re-assessed at each reporting date
and are recognized 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 realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in ‘OCI’
or in equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or
directly in equity.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to
set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority.
9. Property, plant and equipment (“PPE”)
An item of PPE is recognised as an asset, if and only if, it is probable that the future economic benefits associated
with the item will flow to the Group and its cost can be measured reliably.
Capital work in progress and PPE are initially recognised at cost net of accumulated depreciation, if any. The
initial cost of PPE comprises its purchase price (including non-refundable duties and taxes and excluding any
trade discounts and rebates), and any directly attributable cost of bringing the asset to its working condition and
location for its intended use.
Subsequent to initial recognition, freehold land is carried at historical cost and other items of PPE are stated at
453cost less accumulated depreciation and any impairment losses. When significant parts are required to be replaced
at regular intervals, the Group recognises such parts as separate component of assets and depreciates separately
based on their specific useful life. When an item of PPE is replaced, then its carrying amount is de-recognised
from the balance sheet and cost of the new item of PPE is recognised.
The expenditures those are incurred after the item of PPE is available for use, such as repairs and maintenance,
are charged to the statement of profit and loss in the period in which such costs are incurred. However, in situations
where such expenditure can be measured reliably, and is probable that future economic benefits associated with
it will flow to the Group, it is included in the asset’s carrying value or as a separate asset, as appropriate.
Depreciation on PPE is provided on straight line basis using the rates as specified in Part C of Schedule II of the
Companies Act, 2013, as set out below except for certain components of plant and machinery useful lives of
which have been taken as 8-9 years based on independent assessment of professionals undertaken by Group’s
management.
Asset Useful life
Roads 05-10 years
Office and non-factory Building 60 years
Factory Buildings 30 years
Plant and equipment 05-25 years
Office equipment 05 years
Computers 03 years
Servers 06 years
Furniture and fixtures 10 years
Vehicles 08 years
The assets acquired pursuant to Scheme of Arrangement are being depreciated over their balance useful lives on
straight line basis after considering the rates specified in Part C of schedule II of the Companies Act 2013.
Lease hold improvements are depreciated on a straight line basis over the useful life of asset or the unexpired
lease period ranging from 2.5 to 10 years, whichever is lower.
Individual items of property, plant and equipment costing up to Rs. 10,000/- is charged to the statement of profit
and loss in the year in which it is purchased or acquired.
The identified components are depreciated separately over their useful lives; the remaining components are
depreciated over the life of principal asset.
The useful lives, residual values and depreciation method of PPE are reviewed, and adjusted appropriately, at
each reporting date. The effect of any change in the estimated useful lives, residual values and / or depreciation
method are accounted for prospectively, and accordingly the depreciation is calculated over the PPE’s remaining
revised useful life. The cost and the accumulated depreciation for PPE sold, scrapped, retired or otherwise
disposed off are de-recognised from the balance sheet and the resulting gains / (losses) are included in the
statement of profit and loss within other expenses / other income.
Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all its property, plant and
equipment recognised at April 01, 2020 measured as per the previous GAAP and use that carrying value as the
deemed cost of the property, plant and equipment and capital work-in-progress.
The cost of capital work-in-progress is presented separately in the balance sheet.
10. Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the
454recognition criteria are met. When significant parts of the investment property are required to be replaced at
intervals, the Group depreciates them separately based on their specific useful lives. All other repair and
maintenance costs are recognised in profit or loss as incurred.
Though the Group measures investment property using cost based measurement, the fair value of investment
property is disclosed in the annexures to the Restated Financial Information.
Investment properties are derecognised either when they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The difference between the
net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of
derecognition.
11. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition,
intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Software is capitalised at the amounts paid to acquire the respective license for use and is amortised over the
period of license not exceeding six years from the date when the asset is available for use.
The amortisation expense on intangible assets is recognised in the statement of profit and loss on straight line
basis over the estimated useful lives of intangible assets from the date they are available for use. The amortisation
period and the amortisation method for an intangible asset with a finite useful life are reviewed at each balance
sheet date. If expected useful life is significant different from previous assessment, the change in useful life is
made on a prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when
the asset is derecognised.
Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all its intangible assets
recognised at April 01, 2020 measured as per the previous GAAP and use that carrying value as the deemed cost
of intangible assets including goodwill.
12. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the
asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest
and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes
exchange differences to the extent regarded as an adjustment to the borrowing costs.
13. Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”)
fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other assets or group of
assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared
separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast
455calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and
applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered
by the most recent budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady
or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth
rate does not exceed the long-term average growth rate for the products, industries, or country or countries in
which the entity operates, or for the market in which the asset is used. Impairment losses, if any, are recognized
in Statement of Profit and Loss as a component of depreciation and amortisation expense.
A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited
to the extent the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying
amount that would have been determined, net of depreciation or amortisation, had no impairment loss been
recognised for the asset in prior years. Such reversal is recognized in the statement of profit and loss when the
asset is carried at the revalued amount, in which case the reverse is treated as a revaluation increase.
14. Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
i) Right of use assets:
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes
the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis
over the shorter of the lease term and the estimated useful lives of the assets, as follows:
Particulars Life in years
Offices 1.33 to 4.00 years
Factory land and building 3.17 to 9.00 years
Guest Houses/Residential Building 6.00 to 7.00 years
Leasehold Land 90 years
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise
of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies 3.13 on Impairment of
non-financial assets.
ii) Lease liabilities
At the commencement date of the lease or date of transition to Ind AS, whichever is earlier, the Group recognises
lease liabilities measured at the present value of lease payments to be made over the lease term. The lease
payments are fixed payments.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting
from a change in an index or rate used to determine such lease payments) or a change in the assessment of an
456option to purchase the underlying asset.
The Group’s lease liabilities are disclosed separately in the balance sheet.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases except in case of lease
contracts with related parties since there exist economic incentive for the Group to continue using the leased
premises for a period longer than the 11 months and considering the contract is with the related parties, it does
not foresee non-renewal of the lease term for future periods, thus basis the substance and economics of the
arrangements, management believes that under Ind AS 116, the lease terms in the arrangements with related
parties have been determined considering the period for which management has an economic incentive to use the
leased asset (i.e. reasonable certain to use the asset for the said period of economic incentive). Such assessment
of incremental period is based on management assessment of various factors including the remaining useful life
of the asset as on the date of transition. The management has assessed period of arrangements with related parties
as 5 to 6 years as at April 01, 2020. Lease payments on short-term leases and leases of low-value assets are
recognised as expense on a straight-line basis over the lease term.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the
term of the relevant lease. Contingent rents are recognised as revenue in the period in which they are earned.
15. Inventories
Inventories are valued at the lower of cost and net realisable value.
Raw materials, traded goods and stores and spares are valued at lower of cost and net realizable value. However,
materials and other items held for use in the production of inventories are not written down below cost if the
finished products in which they will be incorporated are expected to be sold at or above cost. Cost of raw materials,
traded goods and stores and spares is determined on First in first Out (FIFO) basis.
During the year, the group changed its inventory cost formula for raw material and traded goods from FIFO to
weighted average method to provide more reliable and relevant information. The change has been accounted for
in accordance with Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, and its impact
is not material, therefore has not been accounted in the financial statements of current year.
Finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and
a proportion of manufacturing overheads based on normal operating capacity. Cost is determined on a weighted
average basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
Inventories qualifying as hedged items in a fair value hedge relationship are adjusted for the hedging gain or loss
on the hedged items.
16. Provisions
General
Provisions are recognised when the Group 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.
When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract,
the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The
expense relating to a provision is presented in the Statement of Profit and Loss, net of any reimbursement.
457If 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.
Provisions are recognised when the Group 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 in accordance with Ind AS 37 –
Provisions, Contingent Liabilities and Contingent Assets..
When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract,
the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The
expense relating to a provision is presented in the Statement of Profit and Loss, net of any reimbursement.
although the provision and the related reimbursement asset are presented separately in the financial statements in
the Statement of Profit and Loss.
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 and the reversal is recognised in the Statement of Profit and Loss in the same line item where the original
provision was recorded.
17. Contingent Liabilities and assets
Contingent liabilities are disclosed 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 events not
wholly within the control of the Group 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.
Contingent assets are disclosed in the Restated Financial Information only when an inflow of economic benefits
is probable.
18. Employee benefits
The Group’s employee benefits mainly include wages, salaries, bonuses, contribution to plans, defined benefit
plans and compensated absences. The employee benefits are recognised in the year in which the associated
services are rendered by the Group’s employees.
i) Defined contribution plans – Provident fund
Provident fund
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into
a separate entity and has no obligation to pay any further amounts. The Group makes specified monthly
contributions towards provident fund which are defined contribution plans. The Group has no obligation, other
than the contribution payable to the funds. The Group recognises contribution payable to the fund scheme in the
statement of profit and loss, 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 prepayment will lead to, for example, a reduction in future payment
or a cash refund.
458ii) Defined benefit plans - Gratuity
The Group's gratuity benefit scheme is a defined benefit plan. The Group’s net obligation in respect of defined
benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their
service in the current and prior periods; this benefit is discounted to determine its present value. Any unrecognised
past service costs and the fair value of any plan assets are deducted. The calculation of the Group’s obligation
under this plan is performed annually by a qualified actuary using the projected unit credit method.
Re-measurements comprising of actuarial gains and losses, the effect of the changes to the asset ceiling (if
applicable) are recognised immediately in the balance sheet with a corresponding debit or credit to retained
earnings through other comprehensive income in the period in which they occur. Re-measurements are not
reclassified to profit or loss in subsequent periods.
All other expenses related to defined benefit plans are recognised in statement of profit and loss as employee
benefit expenses. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised
when the curtailment or settlement occurs. Curtailment gains and losses are accounted for as past service costs.
iii) Other employee benefits
The employees can carry forward a portion of the unutilized accrued compensated absences and utilise it in future
service periods or receive cash compensation during termination of employment.
Compensated absence, which is expected to be utilized within the next 12 months, is treated as short-term
employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects
to pay as a result of the unused entitlement that has accumulated at the reporting date. The Group treats
compensated absences expected to be carried forward beyond twelve months, as long-term employee benefit for
measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation
using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the
statement of profit and loss.
The Group presents the leave liability as a current liability in the balance sheet, to the extent it does not have an
unconditional right to defer its settlement for 12 months after the reporting date.
19. 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
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income (OCI), and fair value through profit or loss.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs
to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial
assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective
of the business model.
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation
or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the
Group commits to purchase or sell the asset.
Subsequent measurement
a) Financial assets carried at amortized cost (debt instrument)
459A financial asset is subsequently measured at amortized 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 outstanding.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss.
ii) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair value through profit
or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method or at fair value
through profit or loss. Financial liabilities at fair value through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial recognition as at fair value through profit or loss if the
criteria under Ind AS 109 are satisfied. All other financial liabilities are subsequently measured at amortised cost.
For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts
approximate the fair value due to the short maturity of these instruments.
a) Financial guarantee contracts
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to
reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in
accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability
at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.
Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment
requirements of Ind AS 109 and the amount recognised less cumulative amortization.
b) Borrowings
On initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using
the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as
through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and
loss.
Derecognition of financial instruments
The Group 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 the financial liability) is derecognized from the Group’s balance sheet when the obligation
specified in the contract is discharged or cancelled or expired.
Fair value of financial instruments
In determining the fair value of its financial instruments, the Group 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.
For all other financial instruments the carrying amounts approximate fair value due to the short maturity of those
instruments.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet
460if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on
a net basis, to realise the assets and settle the liabilities simultaneously.
Impairment of financial assets
The Group applies the expected credit loss model for recognising impairment loss on financial assets measured
at amortised cost, debt instruments at FVTOCI, trade receivables and other contractual rights to receive cash or
other financial asset.
Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as
the weights. Credit loss is the difference between all contractual cash flows that are due to the Group in accordance
with the contract and all the cash flows that the Group expects to receive (i.e. all cash shortfalls), discounted at
the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-
impaired financial assets). The Group estimates cash flows by considering all contractual terms of the financial
instrument (for example, prepayment, extension, call and similar options) through the expected life of that
financial instrument.
The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected
credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If
the credit risk on a financial instrument has not increased significantly since initial recognition, the Group
measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses.
12-month expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash
shortfalls that will result if default occurs within the 12 months after the reporting date and thus, are not cash
shortfalls that are predicted over the next 12 months.
For trade receivables, the Group follows "simplified approach for recognition of impairment loss. The application
of simplified approach does not require the group to track changes in credit risk.
Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Group has
used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based
on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking
information.
20. Derivatives and Hedge Accounting
The Group uses derivative financial instruments such as forward exchange contracts and forward commodity
contracts to hedge risks associated with foreign currency fluctuations and commodity price risks. The Group also
holds commodity future contracts to mitigate the risk of changes in price of commodity.
Derivatives not designated as hedging instruments
This category has derivative assets or liabilities which are not designated as hedges.
Although the Group believes that these derivatives constitute hedges from an economic perspective, they may not
qualify for hedge accounting under Ind AS 109. Any derivative that is either not designated a hedge, or is so
designated but is ineffective, is recognized on balance sheet and measured initially at fair value. Subsequent to
initial recognition, derivatives are re-measured at fair value, with changes in fair value being recognized in the
statement of profit and loss. Derivatives are carried as financial assets when the fair value is positive and as
financial liabilities when the fair value is negative.
Hedge Accounting
The Group designates forward commodity contracts under fair value hedges to hedge the exposure to changes in
prices of the commodities for its unrecognized firm commitment and existing inventory. At the inception of a
hedge relationship, the Group formally designates and documents the hedge relationship to which the Group
wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The
effectiveness of hedge instruments is assessed and measured at inception and on an ongoing basis.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being
hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness
461requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined).
Hedges that meet the hedge effectiveness criteria, the change in the fair value of hedging instrument and the hedge
item is recognised in the statement of profit and loss. When an unrecognised firm commitment is designated as a
hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged
risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.
21. 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, that are readily convertible to a known amount of cash and subject
to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash
management.
22. Cash dividend
The Group recognises a liability to make cash distributions to equity holders of the parent when the distribution
is authorised and the distribution is no longer at the discretion of the Group. As per the corporate laws in India, a
distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly
in equity.
23. Segment
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The Chief Operating decision maker reviews business performance at an overall Group level as
one segment “Aluminium ingots and zinc ingots”.
24. Earning per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder of the
Company (after deducting preference dividends and attributable taxes) by the weighted average number of equity
shares outstanding during the year plus weighted average number of equity shares that are issued in accordance
with the Scheme of Arrangement. Partly paid equity shares are treated as a fraction of an equity share to the extent
that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period.
The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus
issue.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders of the Company and the weighted average number of shares outstanding during the year plus
weighted average number of equity shares that are issued in accordance with the Scheme of Arrangement, are
adjusted for the effects of all dilutive potential equity shares.
• Significant accounting judgements, estimates and assumptions
The preparation of the Group’s Restated Financial Information requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods.
There was also no impact on the opening retained earnings as at 1 April 2024.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
which have the most significant effect on the amounts recognised in the Restated Financial Information:
462a) Contingencies
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Group,
including legal, contractor, land access and other claims. By their nature, contingencies will be resolved only
when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential
quantum, of contingencies inherently involves the exercise of significant judgments and the use of estimates
regarding the outcome of future events.
b) Revenue recognition and presentation
The Group assesses its revenue arrangements against specific criteria, i.e. whether it has exposure to the
significant risks and rewards associated with the sale of goods or the rendering of services, in order to determine
if it is acting as a principal or as an agent. The Group has concluded that they are operating on a principal to
principal basis in all its revenue arrangements.
In case of sales of products under provisional rate basis, the differential amount between final rate and provisional
rate is accounted for once the rates are finalised.
Subsidy and interest income on delayed payment from customers is accounted for when right to receive credit as
per the terms of Scheme is established in respect of subsidy from the Government and when there is no significant
uncertainty regarding the ultimate collection of the relevant subsidy and such interest from customers.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are described below. The Group based its assumptions and estimates on parameters
available when the consolidated financial statements were prepared. Existing circumstances and assumptions
about future developments, however, may change due to market changes or circumstances arising that are beyond
the control of the Group. Such changes are reflected in the assumptions when they occur.
A change in an accounting estimate is recognised prospectively by including it in profit or loss in:
• the period of the change, if the change affects that period only, or
• the period of the change and future periods, if the change affects both.
A change in an accounting estimate arises from new information or new developments and is not a correction of
an error. An accounting estimate is a monetary amount that is subject to measurement uncertainty. In using
estimation techniques, the Company uses assumptions and inputs that reflect the best available information.
a) Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal
calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets
or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based
on a DCF model. The cash flows are derived from the budget for the next five years and do not include
restructuring activities that the Group is not yet committed to or significant future investments that will enhance
the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used
for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the
Group.
b) Defined benefit plans (gratuity benefits)
The present value of the gratuity is determined using actuarial valuations. An actuarial valuation involves making
various assumptions that may differ from actual developments in the future. These include the determination of
the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans
463operated in India, the management considers the interest rates of government bonds in currencies consistent with
the currencies of the post-employment benefit obligation. The mortality rate is based on publicly available
mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to
demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates
for the respective countries.
c) Allowance for uncollectible trade receivables
Trade receivables generally do not carry any interest and are stated at their nominal value as reduced by
appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when
management deems them not to be collectible.
d) Property, plant and equipment and investment property
Refer note 3.8 & 3.9 for the estimated useful life of property, plant and equipment. The carrying value of property,
plant and equipment and investment property has been disclosed in note 6 and 7.
e) Intangible assets
Refer note 3.10 for the estimated useful life of intangible assets. The carrying value of intangible assets has been
disclosed in note 9.
f) Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques including the
DCF model. The inputs to these models are taken from observable markets where possible, but where this is not
feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs
such as liquidity risk, credit risk and volatility.
Changes in assumptions about these factors could affect the reported fair value of financial instruments.
f) Leases - Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value
to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would
have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted
to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs (such as
market interest rates) when available.
g) Leases - Estimating the period of lease contracts with related parties
In case of lease contracts with related parties, there exists economic incentive for the Group to continue using the
leased premises for a period longer than the 11 months. The period of expected lease in these cases is a matter of
estimation by the management. The estimate of lease period impacts the recognition of ROU asset, lease liability
and its impact of statement of profit and loss. The lease terms in the arrangements with related parties have been
determined considering the period for which management has an economic incentive to use the leased asset (i.e.
reasonably certain to use the asset for the said period of economic incentive). Such assessment of incremental
period is based on management assessment of various factors including the remaining useful life of the asset as
on the date of transition. The management has assessed period of arrangements with related parties as 5 to 6 years
as at April 01, 2019.
h) Determining the lease term of contracts with renewal and termination options – Group as lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered
by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to
terminate the lease, if it is reasonably certain not to be exercised.
464The Group has several lease contracts that include extension and termination options. The Group applies
judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or
terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise
either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a
significant event or change in circumstances that is within its control and affects its ability to exercise or not to
exercise the option to renew or to terminate.
j) Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and
the amount and timing of future taxable income
Given the wide range of business relationships and the long term nature and complexity of existing contractual
agreements, differences arising between the actual results and the assumptions made, or future changes to such
assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group
establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors,
such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and
the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending
on the conditions prevailing in the respective domicile of the companies. Refer Note 11 Recognition of deferred
tax assets: availability of future taxable profit against which tax losses carried forward can be used.
Non-GAAP Measures
Certain non-GAAP measures such as Net Asset Value per share, EBITDA, Net Debt to Equity and, Net Fixed
Assets Turnover Ratio among others (“Non-GAAP Measures”) 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, Indian GAAP, or IFRS. Further, these Non-GAAP Measures are not a measurement of our financial
performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or
construed as an alternative to cash flows, profit / (loss) for the year / period or any other measure of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by
operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition,
these Non-GAAP Measures are not a standardised term and, therefore, a direct comparison of similarly titled Non-
GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP
Measures differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP
Measures 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 because these are widely
used measures to evaluate a company’s operating performance.
Also see “Risk Factors- Certain non-GAAP financial measures and certain other statistical information
relating to our operations and financial performance like EBITDA, Net Debt to Equity, Net Fixed Assets
Turnover Ratio, Net Asset Value per Equity Share have been included in this Draft Red Herring Prospectus.
These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind
AS and may not be comparable.” on page 86.
Reconciliation of Net Asset Value per Equity Share
The table below reconciles the net asset value per Equity Share with respect to our Company derived from the
Restated Consolidated Financial Information.
(₹ in million, unless stated otherwise)
Particulars Year ended March 31,
2025 2024 2023
Net Worth of the Company (I) 4,583.81 3,175.35 11,951.89
Weighted average number of equity shares at the 219,055,489 220,349,243 221,268,171
end of the year (II)
Net asset value per equity share (III = II/ I) (₹ per 20.93 14.41 54.02
equity share)
Reconciliation of EBITDA
The table below reconciles profit for the year to EBITDA with respect to our Company derived from the Restated
Consolidated Financial Information.
465(₹ in million, unless stated otherwise)
Particulars Year ended March 31,
2025 2024 2023
Restated Profit for the year (I) 1,550.38 (8,385.57) 1,045.07
Adjustments:
Less: Other income (II) 301.78 160.02 213.88
Less: Share in (loss) of Joint Ventures (III) (49.33) (5.24) (3.17)
Add: Exceptional Items (IV) - 12,396.27 -
Add: Total tax expense (V) 500.23 (2,715.35) 333.70
Add: Finance costs (VI) 612.08 537.61 434.25
Add: Depreciation and amortization expenses (VII) 626.93 495.86 467.83
Earnings Before Interest, Tax, Depreciation and 3,037.17 2,174.04 2,070.14
Amortization (EBITDA) (VIII = I - II - III + IV +
V+VI+VII)
Reconciliation of total borrowings to Net Debt and Net Debt to Equity
(₹ in million, unless stated otherwise)
Particulars Year ended March 31,
2025 2024 2023
Non-current Borrowings (I) 2,142.55 1,366.16 500.89
Current Borrowings (II) 6,797.78 3,620.36 3,180.97
Total Borrowings (III = I + II) 8,940.33 4,986.52 3,681.86
Adjustments:
Less: Cash and cash equivalents (IV) 17.68 30.02 319.46
Less: Other Bank Balance (IV) 61.96 41.03 51.21
Net Debt (VI = III - IV - V) 8,860.69 4,915.47 3,311.19
Total Equity (XVI) 15,212.90 13,664.00 22,378.17
Net Debt to Equity (XVII = VI/XVI) 0.58 0.36 0.15
Reconciliation of Revenue from Operations to Net Fixed Assets Turnover Ratio
(₹ in million, unless stated otherwise)
Particulars Year ended March 31,
2025 2024 2023
Revenue from Operations (I) 66,664.85 59,524.42 58,685.07
Property, plant and equipment (II) 6,018.90 5,488.36 4,261.14
Capital work-in-progress (III) 1,498.27 260.07 428.04
Right to use assets (IV) 647.05 625.65 464.73
Intangible assets under development (V) - - 7.16
Intangible assets (VI) 24.75 17.67 2.68
Total Net Fixed Assets (VII = II + III + IV + V) 8,188.97 6,391.75 5,163.75
Net Fixed Assets Turnover Ratio (VIII = I/ VII) 8.14 9.31 11.36
KEY COMPONENTS OF OUR RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
Total Income
Our total income comprises (i) revenue from operations; and (ii) other income.
Revenue from operations
Revenue from operations comprise the following:
(i) revenue from contract with customers, which comprise the following:
• revenue from sale of manufactured goods; and
• revenue from sale of traded goods
(ii) other operating income, which comprise:
466• revenue from sale of service;
• revenue from sale of scrap and others; and
• revenue from export incentives
Other income
Other income primarily includes: (i) interest on fixed deposits; (ii) interest from related parties; (iii) interest from
income tax; (iv) interest on trade receivables and others; (v) gain in foreign exchange fluctuation; (vi) rental
income; (vii) management support fees from related parties; (viii) insurance claims received; (ix) liability towards
custom/ stamp duty written back; (x) profit on sale of investment property; (xi) sundry balances written back (net);
(xii) ineffective portion of forward commodity contracts designated as fair value hedges (net); (xiii) unrealised
gain on commodity future contracts (net); (xiv) forward premium on realised and unrealised commodity contracts
(xv) realised and unrealised profit on undesignated portion of fair value hedge (net); (xvi) profit on disposal of
property, plant & equipment (net); (xvii) income on account of financial guarantee; (xviii) corporate guarantee
commission; (xix) lease modifications; (xx) other non operating income.
Expenses
Our expenses comprise the following:
(i) cost of raw materials consumed;
(ii) purchase of traded goods;
(iii) changes in inventories of finished and traded goods;
(iv) employee benefits expense, comprising (a) salaries, wages and bonus, (b) contribution to provident
and other funds, (c) gratuity expense, and (d) staff welfare expenses;
(v) depreciation and amortisation expense comprising (a) depreciation on property, plant and
equipment, (b) amortisation on intangible assets, and (c) depreciation of right-of-use assets;
(vi) finance costs primarily comprising (a) interest expenses on borrowings and others, (b) interest to
related parties, (c) interest cost on lease liabilities, (d) exchange difference to the extent considered
as an adjustment to borrowing cost, and (e) other borrowing cost; and
(vii) other expenses comprising amongst others, (a) consumption of stores and spares, (b) consumption
of packing materials, (c) power and fuel, (d) bank charges, (e) repair and maintenance of plant and
equipment, buildings and others, (f) rent paid, (g) insurance charges, (h) rates and taxes, (i) travelling
and conveyance expenses, (j) freight and cartage outward, (k) legal and professional expenses, (l)
loss on disposal of property, plant and equipment (net), (m) security service expenses, (n) loss on
commodity future contracts (net), (o) sundry balances written off (net), (p) corporate social
responsibility, and (q) miscellaneous expenses, among others.
Tax expenses comprising of (a) current tax, (b) income tax for earlier years (net), (c) deferred tax charge/(credit),
(d) deferred tax adjustment for earlier years (net), (e) deferred tax on exceptional item
Results of Operations
The table below sets forth, for the periods indicated, certain items from our restated statement of profit
and loss, in each case also stated as a percentage of our total income.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in % of ₹ in % of ₹ in % of
million total million total million total
income income income
Revenue from operations 66,664.85 99.55 59,524.42 99.73 58,685.07 99.64
Other income 301.78 0.45 160.02 0.27 213.88 0.36
Total income 66,966.63 100.00 59,684.44 100.00 58,898.95 100.00
467Expenses
Cost of raw materials consumed 59,233.39 88.45 53,044.28 88.87 51,864.67 88.06
Purchase of traded goods 7.05 0.01 1.2 0.00 - -
Changes in inventories of (415.41) (0.62) 63.11 0.11 558.71 0.95
finished goods and traded goods
Employee benefits expenses 1,453.42 2.17 1,291.30 2.16 1,214.06 2.06
Finance costs 612.08 0.91 537.61 0.90 434.25 0.74
Depreciation and amortization 626.93 0.94 495.86 0.83 467.83 0.79
expense
Other expenses 3,349.23 5.00 2,950.49 4.94 2,977.49 5.06
Total expenses 64,866.69 96.86 58,383.85 97.82 57,517.01 97.65
Profit before share in loss of 2,099.94 3.14 1,300.59 2.18 1,381.94 2.35
Joint ventures, exceptional
item and tax
Share in (loss) of Joint (49.33) (0.07) (5.24) (0.01) (3.17) (0.01)
Ventures (net of tax)
Profit before exceptional item 2,050.61 3.06 1,295.35 2.17 1,378.77 2.34
and tax
Exceptional item - - 12,396.27 20.77 - -
Profit/(loss) before tax 2,050.61 3.06 (11,100.92) (18.60) 1,378.77 2.34
Tax expense:
- Current tax 545.30 0.81 371.75 0.62 346.51 0.59
- Income tax for earlier years 2.08 0.00 (11.54) (0.02) (35.02) (0.06)
(net)
- Deferred tax charge/(credit) (52.03) (0.08) (61.86) (0.10) 6.85 0.01
- Deferred tax adjustment for 4.88 0.01 12.77 0.02 15.36 0.03
earlier years (net)
- Deferred tax on exceptional - (3,026.47) (5.07) -
item
Total tax expenses/(credit) 500.23 0.75 (2,715.35) (4.55) 333.7 0.57
Profit/(loss) for the year 1,550.38 2.32 (8,385.57) (14.05) 1,045.07 1.77
Other comprehensive income
Items that will not be reclassified
to profit or loss
Re-measurement gain on (1.89) 0.00 4.42 0.01 3.91 0.01
defined benefit plan
Income tax relating to items that 0.41 0.00 (1.1) 0.00 (0.98) 0.00
will not be classified to profit or
loss
Other comprehensive Income (1.48) 0.00 3.32 0.01 2.93 0.00
Total comprehensive income 1,548.90 2.31 (8,382.25) (14.04) 1,048.00 1.78
/(loss) for the year
*Exception item include write off of one time non-cash goodwill.
Fiscal 2025 compared with Fiscal 2024
Set forth below is a discussion of our results of operations, on the basis of amounts derived from Restated
Consolidated Financial Information for Fiscal 2025 and Fiscal 2024.
Total Income
Our total income increased by 12.20%, from ₹59,684.44 million in Fiscal 2024 to ₹ 66,966.63 million in Fiscal
2025 for the reasons set out below.
Revenue from operations
Our revenue from operations increased by 12.00%, from ₹ 59,524.42 million in Fiscal 2024 to ₹ 66,664.85 million
468in Fiscal 2025 for the reasons mentioned below
Our revenue from sale of goods increased by 14.55% from ₹ 47,030.55 million in Fiscal 2024 to ₹ 53,874.56
million in Fiscal 2025, led by (i) higher production achieved at our manufacturing facilities and (ii) on account of
better realization in sale of aluminium alloys. Further, our other operating revenue from sale of scrap and other
goods marginally increased by 2.36% from ₹ 12,365.42 million in Fiscal 2024 to ₹ 12,657.69 million in Fiscal
2025. Sale of scrap and others is in the nature of segregated scrap, ash and residual sales. Our other operating
revenue from sales of services is in the nature of job works executed increased from ₹ 66.54 million in Fiscal 2024
to ₹ 100.22 million in Fiscal 2025.
Our revenue from operations less export incentives, from North India increased by 14.81% from ₹ 33,470.85
million in Fiscal 2024 to ₹ 38,427.95 million in Fiscal 2025 and South India increased by 18.26% from ₹ 13,028.16
million in Fiscal 2024 to ₹ 15,407.01 million in Fiscal 2025. This was partially offset by a decrease in revenue
from operations less export incentives from West India by 1.23% from ₹ 12,964.72 million in Fiscal 2024 to ₹
12,804.73 million in Fiscal 2025. The table below sets out details of our revenue from operations less export
incentives from North, South and West India for the periods mentioned below.
Particulars Fiscal 2025 Fiscal 2024
Revenue from % revenue from Revenue from % revenue from
operations (₹ in operations* operations (₹ in operations*
million) million)
North India 38,427.95 57.67% 33,470.85 56.29%
South India 15,407.01 23.12% 13,028.16 21.91%
West India 12,804.73 19.21% 12,964.72 21.80%
Total 66,639.69 100.00% 59,463.73 100.00%
East India facility trial production started in February 2025
*Revenue from operations excludes export incentives
Our Company has also received an export incentive of ₹ 60.69 million in Fiscal 2024 and ₹ 25.16 million in Fiscal
2025.
Other income
Our other income increased by 88.59%, from ₹ 160.02 million in Fiscal 2024 to ₹ 301.78 million in Fiscal 2025
primarily due to income from ineffective portion of forward commodity contracts designated as fair value hedges
(net), unrealised gain on commodity future contracts (net), forward premium on realised and unrealised
commodity contracts This increase was partially offset, primarily due to decrease in Interest on trade receivables
and others, Gain in foreign exchange fluctuation (net), Insurance claims received.
Expenses
Our total expenses increased by 11.10%, from ₹ 58,383.85 million in Fiscal 2024 to ₹ 64,866.69 million in Fiscal
2025, primarily due to reasons mentioned below.
Cost of materials consumed
Our cost of raw materials consumed increased by 11.67% from ₹ 53,044.28 million in Fiscal 2024 to ₹ 59,233.39
million in Fiscal 2025 commensurate with an increase in our revenue from operations.
Purchase of traded goods
Purchase of traded goods increased from ₹ 1.20 million in Fiscal 2024 to ₹ 7.05 million in Fiscal 2025.,
Employee benefits expenses
Our employee benefits expenses increased by 12.55%, from ₹ 1,291.30 million in Fiscal 2024 to ₹ 1,453.42
million in Fiscal 2025 primarily due to (i) an increase in payment of salaries, wages and bonus by 14.21% from ₹
1,143.25 million in Fiscal 2024 to ₹ 1,305.65 million in Fiscal 2025; (ii) an increase in contribution to provident
and other funds from ₹ 28.90 million in Fiscal 2024 to ₹ 34.31 million in Fiscal in 2025 and (iii) an increase of
gratuity expenses from ₹14.92 million in Fiscal 2024 to ₹18.29 million in Fiscal 2025.. However, this increase
was partially set off by decrease of staff welfare expenses by 8.69% from ₹ 104.23 million in Fiscal 2024 to ₹
46995.17 million in Fiscal 2025.
Depreciation and amortization expenses
Our depreciation and amortization expense increased by 26.43%, from ₹ 495.86 million in Fiscal 2024 to ₹ 626.93
million in Fiscal 2025 on account of additional capital expenditure incurred during the fiscal in Tirupati Unit.
Finance costs
Our finance cost increased by 13.85%, from ₹ 537.61 million in Fiscal 2024 to ₹ 612.08 million in Fiscal 2025
primarily due to (i) increase in borrowings by 15.92% from ₹ 476.92 million in Fiscal 2024 to ₹ 552.84 million
in Fiscal 2025, (ii) increase in income tax by 5.41% from ₹ 7.4 million in Fiscal 2024 to ₹ 7.8 million in Fiscal
2025, (iii) incurrence of other finance costs of ₹3.36 million in Fiscal 2025, which was not incurred in Fiscal 2024.
The finance cost was slightly off set by and decrease in interest cost of lease by 6.28% from ₹ 29.96 million in
Fiscal 2024 to ₹ 28.08 million in Fiscal 2025 and 59.15% decrease in bank annual processing fees from ₹ 12.51
million in Fiscal 2024 to ₹ 5.11 million in Fiscal 2025
Other expenses
Our other expenses increased by 13.51%, from ₹ 2,950.49 million in Fiscal 2024 to ₹ 3,349.23 million in Fiscal
2025 primarily on account of increase in (i) power & fuel expense by 16.73% from ₹ 1,606.38 million in Fiscal
2024 to ₹ 1,875.17 million in Fiscal 2025, (ii) repair and maintenance expense of plant and equipment by 24.55%
from ₹ 216.43 million in Fiscal 2024 to ₹ 269.56 million in Fiscal 2025, (iii) travelling and conveyance expenses
by 35.25% from ₹ 62.15 million in Fiscal 2024 to ₹ 84.06 million in Fiscal 2025, (iv) legal and professional
expenses by 106.28% from ₹ 32.94 million in Fiscal 2024 to ₹ 67.95 million in Fiscal 2025 due to an increased
spending on Market Research reports, development of skill centre for training under PMKVY, Freight Cost
Reduction Module, Resource Optimisation Study, Upgradation of SOP'S and SWI (v)communication expense by
59.44% from ₹ 23.84 million in Fiscal 2024 to ₹ 38.01 million in Fiscal 2025 (vi) rent paid by 15.15% from ₹
93.68 million in Fiscal 2024 to ₹ 107.87 million in Fiscal 2025 (vii) commission on currency and commodity
derivatives increased by 22.29% from ₹ 52.90 million in Fiscal 2024 to ₹ 64.69 million in Fiscal 2025.
Profit before share in loss of Joint ventures, exceptional item and tax
On account of factors mentioned hereinabove, our profit before share in loss of Joint ventures, exceptional item
and tax increased by 61.46%, from ₹ 1,300.59 million in Fiscal 2024 to ₹ 2,099.94 million in Fiscal 2025.
Share in (loss) of Joint Ventures (net of tax)
Our Share in (loss) of Joint Ventures (net of tax) increased from ₹ (5.24) million in Fiscal 2024 to ₹ (49.33) million
in Fiscal 2025.
Restated Profit before Tax and Exceptional Items
Restated profit before tax and exceptional items were ₹ 2,050.61 million in Fiscal 2025 compared to ₹ 1,295.35
million in Fiscal 2024. Exceptional items in Fiscal 2024 was ₹ 12,396.27 million in Fiscal 2024 compared to ₹ nil
in Fiscal 2025. Exceptional items in Fiscal 2024 was mainly because of impairment of non-cash goodwill.
Tax expense
Our total tax expense increased from Total tax expenses/(credit) of ₹ (2,715.35) million in Fiscal 2024 to a tax
expenses/(credit) of ₹ 500.23 million in Fiscal 2025.
Our tax expenses comprised of (i) deferred tax charge/ (credit) of ₹(52.03) million for Fiscal 2025 and ₹(61.86)
million for Fiscal 2024 and (ii) deferred tax for earlier years of ₹4.88 million for Fiscal 2025 from ₹12.77 million
in Fiscal 2024, (iii) current tax of ₹545.30 million for Fiscal 2025 and ₹371.75 million for Fiscal 2024 (iv) income
tax for earlier years of ₹ 2.08 million for Fiscal 2025 and ₹ 11.54 million for Fiscal 2024 (v) deferred tax on
exceptional items of ₹ nil for Fiscal 2025 and ₹ (3,026.47) million for Fiscal 2024.
Profit/(loss) for the year
470On account of factors mentioned hereinabove, our profit/(loss) for the year increased from loss of ₹ 8,385.57
million in Fiscal 2024 to a profit of ₹ 1,550.38 million in Fiscal 2025.
Fiscal 2024 compared with Fiscal 2023
Set forth below is a discussion of our results of operations, on the basis of amounts derived from Restated
Consolidated Financial Information for Fiscal 2024 and Fiscal 2023.
Total Income
Our total income increased by 1.33%, from ₹ 58,898.95 million in Fiscal 2023 to ₹ 59,684.44 million in Fiscal
2024 for the reasons set out below.
Revenue from operations
Our revenue from operations increased by 1.43%, from ₹ 58,685.07 million in Fiscal 2023 to ₹ 59,524.42 million
in Fiscal 2024 for the reasons mentioned below.
Our revenue from sale of goods increased by 5.59% from ₹ 44,541.67 million in Fiscal 2023 to ₹ 47,030.55
million in Fiscal 2024 on account of (i) increase in production at our manufacturing facilities and (ii) better
realization in sale of aluminum alloys . Further, our other operating revenue from sale of scrap and other goods
marginally decreased by 11.40% from ₹ 13,957.20 million in Fiscal 2023 to ₹ 12,365.42 million in Fiscal 2024.
This decrease was due to a 3.48% decrease in the quantity of sale of scraps and others. Our other operating
revenue from sales of services is in the nature of job works executed increased from ₹ 57.43 million in Fiscal 2023
to ₹ 66.54 million in Fiscal 2024.
Our revenue from operations less export incentives, from South India increased by 11.93% from ₹ 11,639.72
million in Fiscal 2023 to ₹ 13,028.16 million in Fiscal 2024 and West India increased by 21.37% from ₹ 10.682.07
million in Fiscal 2023 to ₹ 12,964.72 million in Fiscal 2024. This was partially offset by a decrease in revenue
from operations less export incentives from North India by 7.63% from ₹ 36,234.51 million in Fiscal 2023 to ₹
33,470.85 million in Fiscal 2024. The table below sets out details of our revenue from operations less export
incentives from North, South and West India for the periods mentioned below.
Particulars Fiscal 2024 Fiscal 2023
Revenue from % revenue from Revenue from % revenue from
operations (₹ in operations* operations (₹ in operations*
million) million)
North India 33,470.85 56.29% 36,234.51 61.88%
South India 13,028.16 21.91% 11,639.72 19.88%
West India 12,964.72 21.80% 10,682.07 18.24%
Total 59,463.73 100.00% 58,556.30 100.00%
*Revenue from operations exclude export incentives
Our Company has also received an export incentive of ₹ 128.77 million in Fiscal 2023 and ₹ 60.69 million in
Fiscal 2024.
Other income
Our other income decreased by 25.18%, from ₹ 213.88 million in Fiscal 2023 to ₹ 160.02 million in Fiscal 2024
primarily due to (i) a 97.88% decrease in liability towards custom/stamp duty written back from ₹49.50 million
in Fiscal 2023 to ₹1.05 million in Fiscal 2024, (ii) incurrence of ineffective portion of forward commodity
contracts designated as fair value hedges (net) of ₹36.96 million in Fiscal 2023, which was not incurred in Fiscal
2024, (iii) incurrence of realised and unrealised profit on undesignated portion of fair value hedge (net) of ₹58.92
million in FY23, which was not incurred in Fiscal 2024. This is partially offset by increase in income from interest
on trade receivables and others from ₹5.50 million in Fiscal 2023 to ₹73.09 million in fiscal 2024.
Expenses
Our total expenses marginally increased by 1.51%, from ₹ 57,517.01 million in Fiscal 2023 to ₹ 58,383.85 million
in Fiscal 2024, for the reasons mentioned below
471Cost of materials consumed
Our cost of materials consumed marginally increased by 2.27%, from ₹ 51,864.67 million in Fiscal 2023 to ₹
53,044.28 million in Fiscal 2024 primarily due to increase in cost of scrap for aluminium alloy and additional raw
material consumed for stainless steel recycling.
Purchase of traded goods
Purchase of traded goods increased from ₹ Nil million in Fiscal 2023 to ₹ 1.20 million in Fiscal 2024.
Employee benefits expenses
Our employee benefits expenses increased by 6.36%, from ₹ 1,214.06 million in Fiscal 2023 to ₹ 1,291.30 million
in Fiscal 2024 primarily due to (i) an increase in payment of salaries, wages and bonus from ₹ 1,076.91 million
in Fiscal 2023 to ₹ 1,143.25 million in Fiscal 2024 primarily due to commissioning of Tirupati Unit which resulted
in increase in number of employees at the Tirupati Unit to 52 as of March 31, 2024 from 8 as of March 31, 2023
and increase in salaries of existing employees, (ii) an increase in contribution to provident and other funds from
₹ 26.22 million in Fiscal 2023 to ₹ 28.90 million in Fiscal in 2024 (iii) an increase of gratuity expenses from ₹
13.68 million in Fiscal 2023 to ₹14.92 million in Fiscal 2024 and (iv)an increase in staff welfare expenses from
₹ 97.25 million in Fiscal 2023 to ₹ 104.23 million in Fiscal 2024.
Depreciation and amortization expenses
Our depreciation and amortization expense increased by 5.99%, from ₹ 467.83 million in Fiscal 2023 to ₹ 495.86
million in Fiscal 2024 on account of additional capital expenditure incurred for Tirupati Unit.
Finance costs
Our finance cost increased by 23.80%, from ₹ 434.25 million in Fiscal 2023 to ₹ 537.61 million in Fiscal 2024
primarily due to increase in borrowings and others by 31.31% from ₹ 363.19 million in Fiscal 2023 to ₹ 476.92
million in Fiscal 2024, (ii) increase in income tax by 135.67% from ₹ 3.14 million in Fiscal 2023 to ₹ 7.4 million
in Fiscal 2024, (iii) a 49.95% increase in interest cost on lease liability from ₹19.98 million in Fiscal 2023 to
₹29.96 million in Fiscal 2024. The finance cost was slightly off set by a 12.58% decrease in bank annual
processing fees from ₹ 14.31 million in Fiscal 2023 to ₹ 12.51 million in Fiscal 2024 and an 18.93% decrease in
interest to related parties from ₹6.34 million in Fiscal 2023 to ₹5.14 million in Fiscal 2024.
Other expenses
Our other expenses marginally decreased by 0.91%, from ₹ 2,977.49 million in Fiscal 2023 to ₹ 2,950.49 million
in Fiscal 2024 primarily on account of decrease in (i) consumption of stores and spares by 9.67% from ₹234.65
million in Fiscal 2023 to ₹ 211.96 million in Fiscal 2024, (ii) consumption of packing materials by 13.81% from
₹42.94 million in Fiscal 2023 to ₹ 37.01 million in Fiscal 2024 due to an increase in sale of liquid which does not
require any packing material (iii) repair and maintenance expense of plant and equipment by 6.80% cfrom ₹
232.23 million in Fiscal 2023 to ₹ 216.43 million in Fiscal 2024, (iv) freight and cartage outward by 11.93% from
₹ 380.56 million in Fiscal 2023 to ₹ 335.15 million in Fiscal 2024 due to a decrease in export sales, (v) legal and
professional expenses by 61.80% from ₹86.22 million in Fiscal 2023 to ₹32.94 million in Fiscal 2024 and (vi)
security service expenses by 62.50% from ₹0.64 million in Fiscal 2023 to ₹0.24 million in Fiscal 2024 . This was
partially offset by increase in (i) power & fuel expense by 6.09% from ₹ 1,514.21 million in Fiscal 2023 to ₹
1,606.38 million in Fiscal 2024, (ii) rent paid by 9.79% from ₹85.33 million in Fiscal 2023 to ₹93.68 million in
Fiscal 2024.
Profit before share in loss of Joint ventures, exceptional item and tax
On account of factors mentioned hereinabove, our profit before share in loss of Joint ventures, exceptional item
and tax decreased by 5.89%, from ₹ 1,381.94 million in Fiscal 2023 to ₹ 1,300.59 million in Fiscal 2024.
Share in (loss) of Joint Ventures (net of tax)
Our Share in (loss) of Joint Ventures (net of tax) increased from ₹ (3.17) million in Fiscal 2023 to ₹ (5.24) million
472in Fiscal 2024.
Restated Profit before Tax and Exceptional Items
Restated profit before tax and exceptional items were ₹ 1,295.35 in Fiscal 2024 compared to ₹ 1,378.77 million
in Fiscal 2023. Exceptional items in Fiscal 2024 was ₹ 12,396.27 million compared to ₹ nil in Fiscal 2023.
Exceptional items in Fiscal 2024 was mainly because of impairment of goodwill.
Profit/ loss before tax
On account of factors mentioned hereinabove, our profit before tax decreased by 5.89%, from ₹ 1,381.94 million
in Fiscal 2023 to ₹ 1,300.59 million in Fiscal 2024.
Tax expense
Our total tax expenses/(credit) decreased from ₹ 333.7 million in Fiscal 2023 to ₹ (2,715.35) million in Fiscal
2025.
Our tax expenses comprised (i) current tax amounting to ₹ 346.51 million in Fiscal 2023 and ₹ 371.75 million in
Fiscal 2024, (ii) income tax adjustment for earlier year (net) amounting to ₹ (35.02) million in Fiscal 2023 and ₹
(11.54) million in Fiscal 2024, (iii) deferred tax charge/(credit) amounting to ₹ 6.85 million in Fiscal 2023 and ₹
(61.86) million in Fiscal 2024 and (iv) deferred tax adjustment for earlier years (net) amounting to ₹ 15.36 million
in Fiscal 2023 and ₹ 12.77 million in Fiscal 2024. Our company had a deferred tax of ₹ (3,026.47) million on
exceptional item in Fiscal 2024.
Profit for the year
On account of factors mentioned hereinabove, our profit for the year decreased by 902.39%, from profit of ₹
1,045.07 million in Fiscal 2023 to loss of ₹ 8,385.57 million in Fiscal 2024. Profit for the year was negative in
Fiscal 2024 on account of an exceptional item of ₹ 12,396.27 million created on account of impairment of non-
cash goodwill.
Liquidity and Capital Resources
We have maintained liquidity for our business operations primarily from the cash generated from operations, bank
borrowings and issuance of shareholder equity. As of March 31, 2025, we had cash and bank balances and
unutilized sanctioned fund-based limits available for use in our operations of ₹ 8,362.31 million.
Based on our current level of expenditures, we believe that our current working capital, together with cash flows
from operating activities and the proceeds from the offer contemplated herein, will be adequate to meet our
anticipated cash requirements for capital expenditure and working capital for the next 12 months.
Cash flows
Set forth below is a discussion of our cash flows, on the basis of amounts derived from our Restated Financial
Information for the Fiscals mentioned.
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash from or (used in) operating activities (920.03) 741.02 6,108.95
Net cash (used in) investing activities (2,348.33) (1,337.66) (963.40)
Net cash flow from or (used in) financing activities 3,256.02 307.20 (4,843.43)
Net change in cash and cash equivalents (12.34) (289.44) 302.12
Cash and cash equivalents at the beginning of the year 30.02 319.46 17.34
Cash and cash equivalents at the end of the year 17.68 30.02 319.46
Cash from / (used) in Operating Activities
Fiscal 2025
Net cash used in operating activities was ₹ 920.03 million in Fiscal 2025. Profit before tax was ₹ 2,050.61 million
473in Fiscal 2025. Adjustments to reconcile profit before tax to net cash flows primarily consisted of depreciation
and amortisation expense of ₹ 626.93 million, interest expense amounting to ₹ 588.75 million, loss on disposal of
property, plant & equipment, intangible assets and devaluation of assets held for sale (net) of ₹18.02 million and
share in losses of Joint ventures (net of tax) of ₹ 49.33 million. This was partially offset by interest (income)
amounting to ₹ (45.01) million, mark to market gain on derivative contracts (net) of ₹ (28.97) million, lease
modification amounting to ₹ (7.20) million and (income) on account of financial guarantee of ₹ (3.35) million.
Operating profit before working capital change was ₹ 3,251.47 million in Fiscal 2025. The main adjustments in
Fiscal 2025, included increase in trade receivables of ₹ 1,606.09 million, increase in inventories of ₹ 2,073.82
million, increase in financial and other assets of ₹ 686.06 million. This was partially offset by an increase in trade
payables of ₹ 534.04 million, increase in financial and other liabilities of ₹150.66 million and an increase in
provisions of ₹ 20.49 million. Direct taxes paid (net of refunds) amounted to ₹ (507.88) million in Fiscal 2025.
Fiscal 2024
Net cash from operating activities was ₹ 741.02 million in Fiscal 2024. Loss before tax was ₹ (11,100.92) million
in Fiscal 2024. Adjustments to reconcile profit before tax to net cash flows primarily consisted of impairment of
goodwill of ₹12,396.27 million, interest expenses amounting to ₹ 519.43 million, depreciation and amortization
expense of ₹ 495.86 million, mark to market loss on derivatives contracts amounting to ₹ 15.16 million and loss
on disposal of property, plant & equipment, intangible assets and devaluation of assets held for sale (net)
amounting to ₹14.60 million. This was partially offset by interest income amounting to ₹ (81.44) million and
profit of sale of investment property of ₹ (2.11) million. Operating profit before adjustments was ₹ 2,261.48
million in Fiscal 2024. The main adjustments in Fiscal 2024, included decrease in trade payables of ₹ 1,367.93
million, increase in trade receivables of ₹ 701.50 million, decrease in financial and other liabilities of ₹ 60.48
million and an increase in inventories of ₹ 24.01 million. This was partially offset by a decrease in financial and
other assets of ₹ 922.79 million and increase in provisions of ₹ 21.49 million. Direct taxes paid (net of refunds)
amounted to ₹ (308.13) million in Fiscal 2024.
Fiscal 2023
Net cash from operating activities was ₹ 6,108.95 million in Fiscal 2023. Profit before tax was ₹ 1,378.77 million
in Fiscal 2023. Adjustments to reconcile profit before tax to net cash flows consisted of depreciation and
amortization expense of ₹ 467.83 million, interest expenses of ₹ 392.65 million and IPO expenses written off
(included in respective heads of other expenses) amounting to ₹ 44.41 million which was partially offset by
forward premium on unrealised commodity contracts amounting of ₹ (59.45) million, (income) on account of
reversal of excess provision of custom and stamp duty of ₹ (49.50) million and interest income of ₹ 23.58 million.
Operating profit before adjustments was ₹ 2,154.53 million in Fiscal 2023. The adjustments in Fiscal 2023,
included decrease in financial and other assets of ₹ 2,058.48 million, decrease in inventories of ₹ 934.56 million,
increase in trade payable of ₹ 967.23 million and increase in financial and other liabilities of ₹ 76.66 million.
Direct taxes paid (net of refunds) amounted to ₹ (485.86) million in Fiscal 2023.
Cash used in Investing Activities
Fiscal 2025
Net cash used in investing activities in Fiscal 2025 was ₹ 2,348.33 million. This was primarily on account of
purchase of property, plant and equipment, intangible assets including capital work in progress amounting to ₹
2,398.57 million and investments in fixed deposits amounting to ₹ 691.99 million. This was partially offset by
proceeds from disposal of property, plant and equipment, intangible assets and capital work in progress amounting
to ₹ 15.06 million, maturity of fixed deposit amounting to ₹ 678.18 million and interest received amounting to ₹
48.99 million.
Fiscal 2024
Net cash used in investing activities in Fiscal 2024 was ₹ 1,337.66 million. This was primarily on account of
purchase of property, plant and equipment, intangible assets including capital work in progress amounting to ₹
1,439.62 million and investments in fixed deposits amounting to ₹ 668.88 million. This was partially offset by
proceeds from disposal of property, plant and equipment, intangible assets and capital work in progress amounting
to ₹ 13.18 million, maturity of fixed deposit amounting to ₹ 675.38 million, interest received amounting to ₹ 85.04
million and proceeds from sale of investment property of ₹4.84 million.
474Fiscal 2023
Net cash used in investing activities in Fiscal 2023 was ₹ 963.40 million. This was primarily on account of
purchase of property, plant and equipment, intangible assets including capital work in progress amounting to ₹
1,205.66 million and investments in fixed deposits amounting to ₹ 466.04 million. This was partially offset by
proceeds from disposal of property, plant and equipment, intangible assets and capital work in progress amounting
to ₹ 8.71 million, maturity of fixed deposit amounting to ₹ 676.60 million, interest received amounting to ₹ 22.99
million.
Cash flow from/(used) in Financing Activities
Fiscal 2025
Net cash from financing activities in Fiscal 2025 was ₹ 3,256.02 million. This was primarily on account of
proceeds from short term borrowings (net) amounting to ₹ 2,988.49 million, proceeds from long term borrowings
amounting to ₹ 1,138.00 million. This was partially offset by repayment of long-term borrowings amounting to ₹
172.68 million, lease payments made amounting to ₹ 63.29 million, interest on lease payment amounting to ₹
28.08 million and interest paid amounting to ₹ 606.42 million.
Fiscal 2024
Net cash from financing activities in Fiscal 2024 was ₹ 307.20 million. This was primarily on account of proceeds
from short term borrowings (net) amounting to ₹ 466.86 million and proceeds from long term borrowings
amounting to ₹ 1,106.78 million. This was partially offset by repayment of long term borrowings amounting to ₹
303.92 million, buyback of equity shares of ₹ 300.00 million, lease payments made amounting to ₹ 69.88 million,
tax on buyback of equity shares of ₹31.92 million, interest on lease liabilities amounting to ₹ 29.96 million and
interest paid amounting to ₹ 530.77 million.
Fiscal 2023
Net cash flow used financing activities in Fiscal 2023 was ₹ 4,843.43 million. This was primarily on account of
proceeds from long term borrowings amounting to ₹ 141.63 million. This was offset by repayment of short term
borrowings amounting to ₹ 4,333.06 million, repayment of long term borrowings amounting to ₹175.38 million,
lease payments made amounting to ₹ 64.12 million, payment of interest on lease liabilities amounting to ₹ 19.98
million and interest paid amounting to ₹ 392.52 million.
Historical and Planned Capital Expenditure
For Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023, amount spent on purchase of property,
plant and equipment, intangible assets including capital work in progress, was ₹ 2,398.57 million, ₹ 1,439.62
million and ₹ 1,205.66 million, respectively, on a consolidated basis.
As on the date of this Draft Red Herring Prospectus, our Company is in the process of expanding our existing
capacities.
Financial Indebtedness
As of March 31, 2025, we had outstanding working capital facilities amounting to ₹ 6,271.43 million and
outstanding term loan facilities amounting to ₹ 2,668.90 million.
There are a number of covenants in our financing agreements that we have entered into with our lenders. Further,
some of our financing agreements include conditions and covenants that require us to obtain their consent prior
to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain
these consents could have significant consequences on our business. Typically, we require, and may be unable to
obtain, lender consents to incur additional secured debt, issue equity, change our capital structure, undertake any
major expansion and for any change our management structure, whether or not there is any failure by us to comply
with the other terms of such agreements.
The details of our indebtedness (on a consolidated basis) as on March 31, 2025 is provided below:
475(in ₹ million)
Particulars Non - Current Borrowings Current Borrowings
As at March As at As at As at As at As at
31, 2025 March 31, March 31, March 31, March 31, March 31,
2024 2023 2025 2024 2023
From banks
Term loans 2,582.52 1,617.20 769.89 19.34 - -
(Secured)
Vehicle loans - - - - 1.38 10.90
(Secured)
Buyers credit - - - 874.11 932.95 1,027.05
(Secured)
Cash credit - - - 510.93 275.78 216.19
(Secured)
Working - - - 3,506.39 1,031.15 1,343.22
capital demand
loans (Secured)
Working - - - 1,380.00 1,000.00 -
capital demand
loans
(Unsecured)
Bill discounting - - - - - 243.99
(Unsecured)
From financial - - - - - -
institution
Supply Chain - - - - 47.42 -
Financing
(Unsecured)
From Others - - - - - -
Loan from - - - 67.04 80.64 70.62
related parties
(Unsecured)
2,582.52 1,617.20 769.89 6,357.81 3,369.32 2,911.97
Less: Current (439.97) (251.04) (269.00) 439.97 251.04 269.00
Maturities of
non-current
borrowings
2,142.55 1,366.16 500.89 6,797.78 3,620.36 3,180.97
The above
amount
includes:
Secured 2,142.55 1,366.16 500.89 5,350.74 2,492.30 2,866.36
borrowings
Unsecured - - - 1,447.04 1,128.06 314.61
borrowings
2,142.55 1,366.16 500.89 6,797.78 3,620.36 3,180.97
Contractual Obligations and Commitments
The following table sets forth certain information relating to future payments due under known contractual
commitments as of March 31, 2025, aggregated by type of contractual obligation:
As of March 31, 2025
Payment due by period
Particulars
Total Less than 1 year 1-5 years More than 5 years
(₹ in million)
Trade Payables 2,312.75 2,312.75 - -
Others 10,055.79 7,647.17 2,300.08 108.54
Total 12,368.54 9,959.92 2,300.08 108.54
476Contingent liabilities and off-balance sheet arrangements
As of March 31, 2025, our contingent liabilities and guarantees identified under the Ind AS 37, on a consolidated
basis, were as follows:
As of March 31,
Particulars
2025 (₹ in million)
Demand received Under Customs Act, 1962 106.83
Demand received Under Central Excise Act, 1994 427.85
Demand received Under Finance Act, 1994 0.14
Demand received Under Sales Tax Act/Entry Tax Act under appeal for various years 19.85
Demand received Under Goods & Service Tax Act under appeal for various years 130.12
Demand received Under Income Tax Act, 1961 123.53
Claim related to legal case filed by ex-workers 6.14
Liability on account of legal case on enhancement of land purchase price by farmers. 13.70
Liability on account of legal case by worker before Industrial tribunal Cum Labour court 0.04
Liability on account of bill discounting done by NBFC 39.94
Matter related to payment of custom duty and Integrated Goods and Service Tax which is related to
47.26
classification of raw material
Liability on account of Debit note raised by Chiho Tiande (HK) Limited pending settlement 2.09
Liability on account pending reconciliation / settlement with Chiho Environmental Recycling
4.47
Industries
Guarantee given 390.00
For details of our contingent liability and guarantees as at March 31, 2025 as per Ind AS 37, see ““Restated
Financial Information – Note - 31(b): Notes to Restated Ind AS Consolidated Summary Statements – Capital
and Other Commitments- Contingent Liabilities” on page 338.
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that we believe are material to investors.
Qualifications and Emphasis of Matter
Our Statutory Auditors have included certain qualifications, emphasis of matters and certain observations in their
auditors reports for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the annexure to the
auditors reports on Companies (Auditors Report) Order, 2020 and Companies (Auditors Report) Order, 2016 as
applicable (“CARO”) and on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the
Companies Act, 2013, in respect of our Company in the manner set forth hereunder:
Report Year Comments of the Auditor
reference
Consolidated 2022-23 Qualified Opinion
Financial
We have audited the accompanying consolidated financial statements of CMR Green
Statements
Technologies Limited (formerly known as Grand Metal Industries Limited) (hereinafter
referred to as "the Holding Company"), its subsidiaries (the Holding Company and its
subsidiaries together referred to as "the Group") and its joint ventures comprising of the
consolidated Balance Sheet as at March 31, 2023, the consolidated Statement of Profit
and Loss including other comprehensive income, the consolidated Cash Flow Statement,
the Consolidated Statement of Changes in Equity for the year then ended, and notes to
the consolidated financial statements, including a summary of significant accounting
policies and other explanatory information hereinafter referred to as "the consolidated
financial statements.
477In our opinion and to the best of our information and according to the explanations given
to us and based on the consideration of reports of other auditors on separate financial
statements and on the other financial information of the subsidiaries, except for the effects
of the matters described in the 'Basis for Qualified Opinion' section of our report, the
aforesaid consolidated financial statements give the information required by the
Companies Act, 2013, as amended ("the Act") in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India, of
the consolidated state of affairs of the Group and its joint ventures as at March 31, 2023,
their consolidated profit and their consolidated cash flows for the year ended on that date.
Basis for Qualified Opinion
In case of one of a joint venture company, namely CMR Chiho Industries India Private
Limited (herein referred to as “said venture company”)
(a) The said joint venture company had entered into various related party transactions
during the year ended March 31, 2022, aggregating of Rs. 3,929.78 lacs which were
approved in the board meeting of the said joint venture company dated November 13,
2021. Such transactions were approved by directors representing the Transacting
Shareholder Directors of the said joint venture company and not by the Directors
representing company’s other Joint Venture Shareholder. Further in respect of certain
other related party transactions entered during the year ended March 31, 2022,
aggregating of Rs. 2,174.60 lacs, approval of the board of directors of the said joint
venture have not been taken by the said joint venture company. Furthermore, the said
joint venture company has entered into related party transactions of Rs. 545.89 lacs during
the current year which have not been approved by the Board of Directors.
The above transactions are not in compliance with approval process in the Shareholder’s
Joint Venture Agreement dated November 25, 2019, and the Article of association of the
said joint venture company.
Report Year Comments of the Auditor
reference
Report on Other 2022-23 Clause 2(b):
Legal and Except for the matters described in the Basis for Qualified Opinion paragraph above, in
Regulatory our opinion, proper books of account as required by law relating to preparation of the
Requirements aforesaid consolidation of the financial statements have been kept so far as it appears
as required by from our examination of those books and reports of the other auditors except, in case of
Section 143(3) one joint venture where the backup of books of accounts maintained in electronic mode
of the have not been taken/maintained on a daily basis due to reasons as fully explained in
Companies Act, note 46(b)
2013
Clause 2(c):
Except for the matters described in the Basis for Qualified Opinion paragraph above,
the Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the
books of account maintained for the purpose of preparation of the consolidated financial
statements;
Clause 2(d):
Except for the effects of the matters described in the Basis for Qualified Opinion
paragraph above, in our opinion, the aforesaid consolidated financial statements comply
with the Accounting Standards specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015, as amended;
Clause 2(e):
The matters described in the Basis for Qualified Opinion paragraph above, in our
opinion, may have an adverse effect on the functioning of the Group.
4782023-24 Clause 2(b):
In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidation of the financial statements have been kept so far as it appears
from our examination of those books and reports of the other auditors except for the
matter stated in the paragraph (i)(vi) below on reporting under Rule 11(g) and in case
of one joint venture where the backup of books of accounts maintained in electronic
mode have not been taken/maintained on a daily basis due to reasons fully explained in
note 46(b).
Clause 2(f):
The modification relating to the maintenance of accounts and other matters connected
therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b)
and paragraph (i)(vi) below on reporting under Rule 11(g).
Report Year Comments of the Auditor
reference
Report on 2023-24 Clause 2(I)(iv)(e):
Other Legal Based on our examination which included test checks and that performed by the
and Regulatory respective auditors of the subsidiaries which are companies incorporated in India
Requirements whose financial statements have been audited under the Act, except for the instances
as required by discussed in note 50 to the financial statements, the Holding Company, subsidiaries
Section 143(3) and joint venture have used accounting software for maintaining its books of account
of the which has a feature of recording audit trail (edit log) facility and the same has operated
Companies throughout the year for all relevant transactions recorded in the software. Further,
Act, 2013 during the course of our audit, we and respective auditors of the above referred
subsidiaries did not come across any instance of audit trail feature being tampered in
respect of other accounting software where the audit trail has been enabled.
2024-25 Clause 2(b):
In our opinion, proper books of account as required by law relating to preparation of
the aforesaid Consolidated Financial Statements have been kept so far as it appears
from our examination of those books and the reports of the other auditors, except for
the matter stated in the paragraph (i)(vi) below on reporting under Rule 11(g).
Clause 2(I)(vi):
Based on our examination which included test checks and that performed by the
respective auditors of the subsidiaries and its joint venture which are companies
incorporated in India whose financial statements have been audited under the Act,
except for the instances discussed in note 47 to the financial statements, the Holding
Company, subsidiaries and joint venture have used accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit, we and respective
auditors of the above referred subsidiaries and joint venture did not come across any
instance of audit trail feature being tampered in respect of other accounting software
where the audit trail has been enabled and the audit trail has been preserved by the
Holding Company, subsidiaries and joint venture for these software as per the statutory
requirements for record retention.
CARO 2020 2022-23 Clause (xxi):
Qualifications or adverse remarks by the respective auditors in the Companies
(Auditors Report) Order (CARO) reports of the companies included in the
consolidated financial statements are:
Clause number of
Holding/ the CARO report Remarks (Basis the
Sr. Name of the
CIN Subsidiary/ which is respective auditors
No. entities
JV unfavorable or reports)
adverse
4791 CMR Green U00337HR2005PLC085675 Holding Clause (vii)(a) Clause (vii)(a) –
Technologies Company Undisputed statutory
Limited dues have generally been
regularly deposited with
the appropriate
authorities although
there has been a slight
delay in a few cases.
2 *CMR Kataria U37100HR2020PTC088163 Subsidiary Clause (vii)(a) Clause (vii)(a) –
Recycling Undisputed statutory
Private Limited dues have generally been
regularly deposited with
the appropriate
authorities although
there has been a slight
delay in a few cases.
* MKP-Kataria Recycling Private Limited name of the company has been changed from CMR-Kataria Recycling Private Limited. Further,.
the company ceased to be a subsidiary with effect from June 30, 2024.
Related Party Transactions
We enter into various transactions with related parties in the ordinary course of business. These transactions
principally include rent payments, capital advances, repayment of advances given and remuneration paid to
Directors.
For details, see “Related Party Transactions” on page 441. Also, see “Risk Factors – We have entered into a
number of related party transactions and may continue to enter into such transactions under Ind AS 24, in the
future, and there can be no assurance that we could not have achieved more favourable terms had such
transactions not been entered into with related parties.” on page 84.
Quantitative and Qualitative Disclosures About Market Risk
Our management monitors and manages key financial risk relating to our operations by analysing exposures by
degree and magnitude of risk. The risks include credit risk, liquidity risk, interest rate risk, commodity price and
foreign currency exchange rate risk and inflation risk. Our Board of Directors has overall responsibility for the
establishment and oversight of our risk management framework. Our risk management policies are established to
identify and analyse the risks faced by us, to set appropriate risk limits and controls and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and our activities.
Credit Risk
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. Trade receivables are typically unsecured and are derived from revenue earned
from customers. Our trade receivables as of March 31, 2025, March 31, 2024 and March 31, 2023 was ₹ 7,875.69
million, ₹ 6,271.97 million and ₹ 5,535.55 million, respectively, based on the Restated Consolidated Financial
Information. We manage credit risk through credit approvals, by establishing credit limits and periodic review of
the creditworthiness of customers to whom we grant credit in the normal course of business. We are also in the
process of evaluating credit insurance options to better manage our credit risks.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial
liabilities that are settled by delivering cash or another financial asset. Our principal sources of liquidity are cash
and cash equivalents and the cash flow that is generated from operations. We have established a liquidity risk
management framework for the management of our short-term, medium-term and long-term funding and liquidity
management requirements. We manage liquidity risk by maintaining reserves by continuously monitoring forecast
and actual cash flows. As of March 31, 2025, cash and bank balances and unutilized balance of sanctioned fund
based working capital including bill discounting limit of our Company is ₹ 8,362.31 million.
Interest rate risk
480Interest rates for borrowings have been fluctuating in India in recent periods. Our current debt facilities typically
carry variable rates of interest. Increase in interest rates would increase interest expenses relating to our
outstanding borrowings and increase the cost of new debt. In addition, an increase in interest rates may adversely
affect our ability to service long-term debt, which in turn may adversely affect our results of operations. We do
not have a policy to enter into hedging arrangements against interest rate fluctuations.
Commodity price and foreign currency exchange rate risk
We import most of our raw materials and payments are carried out in foreign currencies. This exposes us to
currency fluctuation risk. The prices of raw materials used by us are volatile and are subject to various factors
including fluctuation in commodity prices, global economic conditions and market speculation, among other
factors. Given the nature of the international scrap industry, we do not enter into any long-term contracts with our
suppliers and our purchase contracts are made on spot prices. Since scrap prices are not quoted on an exchange,
tools for commodity hedging, such as hedging on industrial metals trading platforms, are not available to us. As
a result, we, to the extent possible, structure our sale contracts with our customers such that our exposure to forex
and commodities associated risks are minimized.
As a trade practice, the alloy prices are generally fixed on a monthly basis by one of our major OEM customers,
which generally forms the basis for most of our customers. Various factors including movements in scrap prices
and currency and average of scrap prices and forex rates of the preceding month are considered while fixing the
alloy prices. Considering we make our payments to our raw materials suppliers approximately 30 days prior to
the sale of our finished goods, this gives us a natural hedge against price and forex fluctuations to a large extent.
In addition to the above, our recent increase in exports, for which we receive contribution in foreign currency,
also acts as a natural hedge to our risk of foreign currency fluctuation. It should also be noted that as an industry
practice, most of the players negotiate rates on monthly or quarterly basis and all price fluctuations are passed on
to the customers.
In addition, we hedge our foreign currency loans, in accordance with the requirement of the lender, to minimize
our exposure to adverse currency movements.
Inflation risk
In recent year, India has experienced relatively high rates of inflation. While we believe that inflation has not had
any material impact on our business and results of operations in light of the growth of our revenues, inflation
generally impacts the overall economy and business environment and hence could affect us.
Unusual or infrequent events or transactions
Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or
infrequent events or transactions that have in the past or may in the future affect our business operations or future
financial performance.
Significant economic changes that materially affect 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 that
materially affect or are likely to affect income from continuing operations identified above in “- Significant
Factors Affecting our Results of Operations and Financial Condition” and the uncertainties described in the
section “Risk Factors” on pages 443 and 44 respectively.
Known trends or uncertainties
Other than as described in the section “Risk Factors” on page 44, to our knowledge, there are no known trends
or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our
Company from continuing operations.
Future relationship between cost and income
Other than as described in the sections “Risk Factors”, “Our Business” and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” on pages 44, 248 and 443, respectively, to our
481knowledge there are no known factors that may adversely affect our business prospects, results of operations and
financial condition.
Publicly announced new products or business segments /material increases in revenue due to increased
disbursements and introduction of new products
As on the date of this Draft Red Herring Prospectus, there are no new products or business segments that have or
are expected to have a material impact on our business prospects, results of operations or financial condition.
Significant dependence on single or few customers
Given the nature of our business operations, we do not believe our business is dependent on any single customer.
We have over the years established long-term relationships with our customers leading to recurrent business
engagements with them. However, reliance on a limited number of customers for our business may generally
involve several risks including, but are not limited to, reduction, delay or cancellation of orders from our
significant customers; failure to negotiate favourable terms with our key customers; all of which would have a
material adverse effect on the business, financial condition, results of operations and future prospects of our
Company.
The table set forth below provides the revenue contribution and revenue contribution as a percentage of our
revenue from operations of our top 3 customers, top 5 customers and top 10 customers, for Fiscal 2025, Fiscal
2024 and Fiscal 2023, respectively based on the Restated Consolidated Financial Information.
Customers Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a Revenue As a Revenue As a
contribution percentage of contribution percentage contribution percentage
(₹ in million) the revenue (₹ in million) of the (₹ in million) of the
from revenue revenue
operations (%) from from
operations operations
(%) (%)
Top 3 customers 15,311.13 22.98% 14,141.61 23.75% 12,715.91 21.67%
Top 5 customers 23,331.09 35.01% 20,616.70 34.63% 18,633.73 31.75%
Top 10 35,182.55 52.78% 30,490.93 51.20% 28,194.68 48.05%
customers
Seasonality of business
Our business is not seasonal in nature.
Competitive conditions
We operate in a competitive environment. Please refer to the section “Industry Overview”, “Our Business”, and
“Risk Factors” on pages 153, 248 and 44 respectively, for further information on our industry and competition.
Change in accounting policies
Except as described in this Draft Red Herring Prospectus, there have been no changes in our accounting policies
in the last three Fiscals.
Significant developments after March 31, 2025 that may affect our future results of operations
Except as set out in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since the
date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially or adversely
affect or are likely to affect, the trading or profitability of our Company, or the value of our assets or our ability
to pay our material liabilities within the next 12 months.
482FINANCIAL INDEBTEDNESS
Our Company avails loans and bank facilities in the ordinary course of its business for meeting its working capital
and business requirements. For details of the borrowing powers of our Board, see “Our Management –
Borrowing Powers” on page 308.
The details of our indebtedness (on a consolidated basis) as on June 30, 2025 is provided below:
(₹ in million)
Sanctioned amount as on Outstanding amount as on
Category of borrowing
June 30, 2025 June 30, 2025
Secured
Working Capital Facilities (A) 11,870.00 5,185.75
Fund based 10,410.00 4,394.02
Non-fund based 1,460.00 791.73
Term Loan Facilities (B) 4,490.00 2,500.77
Sub-total (A) + (B) 16,360.00 7,686.51
Unsecured
Demand Loans (C) 3,700.00 1,380.00
Sub-total (C) 3,700.00 1,380.00
Total (D= A+B+C) 20,060.00 9,066.51
Principal terms of the borrowings availed by us
The details provided below are indicative and there may be additional terms, conditions and requirements under
the various financing documentation executed by us in relation to our indebtedness.
1. Interest: Our financing arrangements typically have floating rates of interest linked to a base rate, ranging
between 5% to 10.5%.
2. Penal Interest: The terms of certain of our borrowings prescribe penalties for non-compliance of certain
obligations by us, inter alia, delay in the repayment of principal instalment, interest, delay in submission
of CMA/Renewal Data, non-submission of Stock Statement, Stock and property insurance policy, QPR,
annual financial statements, returns of cheques, Bill purchase/discounted and other certificates and other
irregularities as specified in the terms of sanction. The default interest payable on our borrowings typically
ranges from 1% to 2% per annum. Additional interest as specified by the lenders may be charged in case
of continuation of the noncompliance beyond a certain period.
3. Pre-payment penalty: The terms of the borrowings availed by us typically have pre-payment provisions,
which allow for pre-payment of the outstanding amount on giving notice to the concerned lender, subject
to the payment of prepayment penalty in accordance with the relevant financing documentation. Certain
of our borrowing arrangements provide for the imposition of pre-payment penalty at the discretion of the
lender. The pre-payment premium, where specified in the relevant financing documentation, is typically
between 2% to 4% per annum on the sanctioned amount or outstanding amount.
4. Validity/ Tenor: The working capital facilities availed by us are typically available for a period of 7 days
to 12 months, subject to periodic review by the relevant lender. The tenor of the term loans availed by us
are typically range from 5 years to 7 years.
5. Repayment: The working capital facilities are typically repayable on demand or on their respective due
dates within the maximum tenure. The term loans are typically repayable in structured instalments.
6. Key covenants: Certain of our borrowing arrangements provide for covenants restricting certain corporate
actions, and we are required to take the prior approval of the relevant lender before undertaking such
corporate actions, such as following:
a. That it will not make any material change in its capital structure, shareholding pattern/ management,
formulate any scheme of amalgamation or reconstruction without the prior consent of the bank.
b. Change in constitution of the company / guarantor
c. Shall not be entitled to transfer or assign any of the right or obligation to any person directly/indirectly;
483d. Shall not induct a person identified as will full defaulter by RBI or CIBIL or any other authorized
agency;
e. Shall agree that bank reserve the right to alter the interest rate, withdraw the facility, partially or wholly
if borrower is identified to have been included in RBI default list.
7. Events of default: The borrowing arrangements entered into by us, contain standard events of default,
including:
a. Non compliance of any term or conditions stipulated by bank;
b. Default in payment of interest, other charges or instalment amount due or repayment of principal
amounts;
c. Delay in achieving commercial operation beyond the estimated COD
d. Failure to pay amount due or payable to banks;
e. Non creation of security within time limit;
f. Delay in obtaining external credit risk rating form agency approved by RBI;
g. Event of breach of financial /non-financial covenant;
h. Breach in general terms and conditions;
i. Delay in submission of end use and net worth certificate, audited financial statement, stock statement,
property insurance policy;
j. Default in payment of interest, other charges or instalment amount due or repayment of principal
amounts;
k. Non payment of any other obligation.
We are also obliged to inform our lenders if our profits are going to be substantially lower than what was presented
to the lending entity at the time of entering the borrowing arrangement.
484SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by
regulatory or statutory authorities;(iii) any other pending litigation/arbitration proceeding which has been
determined to be material pursuant to the Materiality Policy (as disclosed herein below); (iv) claims related to
direct and indirect tax matters (disclosed in a consolidated manner, giving details of the number of cases and
total amount involved in such cases) each involving our Company, Directors, Promoters and Subsidiaries
(collectively, the “Relevant Parties”). Further, except as disclosed in this section, there are (a) no disciplinary
actions (including penalties imposed) initiated by SEBI or the stock exchanges against our Promoters in the last
five Fiscals immediately preceding the date of this Draft Red Herring Prospectus, including any outstanding
action; or (b) no criminal proceedings involving our KMPs or SMPs or (c) no actions by regulatory and statutory
authorities against such KMP or SMP, or (c) no pending litigation involving our Group Companies which may
have a material impact on our Company in the opinion of our Board.
For the purposes of point (iii) above, pursuant to the Materiality Policy adopted by our Board of Directors on
August 27, 2025, any pending litigation involving the Relevant Parties, has been considered ‘material’ and
accordingly, disclosed in this Draft Red Herring Prospectus where:
(i) Monetary threshold: The monetary amount of claim or amount involved by or against the Relevant Parties
in any such pending proceeding exceeds (i) 2% of the turnover of our Company, as per the latest annual
Restated Consolidated Financial Information of our Company, as disclosed in the Offer Document i.e.,
₹1,339.33 million; or (ii) 2% of net worth of our Company, as per the latest annual Restated Consolidated
Financial Information of our Company, except in case the arithmetic value of the net worth is negative, as
disclosed in the Offer Document i.e., ₹91.68 million; or (iii) 5% of the average of absolute value of profit or
loss after tax of our Company, as per the last three annual Restated Consolidated Financial Information of
our Company i.e., (₹289.51) million, as disclosed in the Offer Document, whichever is lower.
(ii) Subjective threshold: Where monetary liability is not determinable or quantifiable for any other outstanding
proceeding, or which does not fulfil the financial threshold specified in (i) above, but the outcome of any such
pending proceeding may have a material adverse effect on the financial position, business, operations,
performance, prospects or reputation of the Company in the opinion of the Board.
(iii) Litigations where the decision in one litigation is likely to affect the decision in similar litigations, and the
aggregate monetary claim amount in all such litigation / arbitration proceedings is equal to or in excess of
threshold set forth above even though the amount involved in an individual litigation may not exceed the
materiality threshold set forth in (i) above.
2% of turnover, as per the Restated Consolidated Financial Information for Fiscal 2025 is ₹1,339.33 million, 2%
of net worth, as per the Restated Consolidated Financial Information for Fiscal 2025 is ₹91.68 million and 5%
of the average of absolute value of profit or loss after tax, as per the Restated Consolidated Financial Information
for the last three Fiscals is (₹289.51) million. Since the average absolute value of profit or loss after tax of our
Company as per the last three annual Restated Consolidated Financial Statements of our Company is negative,
the Company has considered 0.1% of the revenue from operations for Fiscal 2025 as the materiality threshold for
the purpose of disclosures in the Offer Document which is ₹66.67 million.
There are no findings/observations of any of the inspections by SEBI or any other regulator involving our
Company which are material, and which need to be disclosed or non-disclosure of which may have bearing on
the investment decision, other than the ones which have already disclosed in the Offer Document.
Further, any outstanding civil litigations/ arbitration proceedings involving the Relevant Parties wherein the
monetary impact is not quantifiable or does not exceed the threshold shall be considered ‘material’ and shall be
disclosed in the Offer Documents, if the outcome of such litigation could have a material adverse effect on the
business, performance, prospects, operations, financial position or reputation of the Company.
For the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties (excluding
those notices and show cause notices issued by governmental, statutory, regulatory, judicial, quasi-judicial or
taxation authorities or notices threatening criminal action or first information reports or notices disclosed below)
shall, in any event, not be considered as litigation until such time that Relevant Parties are impleaded as
defendants or respondents in litigation proceedings before any judicial/arbitral forum or governmental authority.
485Further, first information reports (whether cognizance has been taken or not) filed against the Relevant Parties,
KMPs or SMPs shall be disclosed in this Draft Red Herring Prospectus.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in terms of the
Materiality Policy and for identification of material creditors, a creditor of the Company shall be considered to be “material”
for the purpose of disclosure in the Offer Documents, if the outstanding dues to such creditor exceeds of 5% of the total trade
payables of our Company, as at the end of the latest financial period covered in the Restated Consolidated Financial
Information as disclosed in this Draft Red Herring Prospectus (“Material Creditors”). Accordingly, as on March 31, 2025,
any outstanding dues exceeding ₹115.64 million have been considered as material outstanding dues for the purposes of
identification of material creditors and related information in this section. For outstanding dues to any party which is a micro,
small or medium enterprise (“MSME”), the disclosure will be based on information available with the Company regarding
the status of the creditor as defined under Micro, Small and Medium Enterprises Development Act, 2006, as amended read
with the rules and notifications thereunder. It is clarified that the Company tracks the outstanding dues to micro and small
enterprises and disclosures have been made in this section accordingly. With respect to cases under Section 138 of the
Negotiable Instruments Act, 1881, which are in the ordinary course of the business, the aggregate number of cases and the
aggregate amount involved in such proceedings shall be disclosed in a generic manner without providing specific details of
each of the matter
All terms defined in a particular litigation disclosure below are for that particular litigation only.
LITIGATION INVOLVING OUR COMPANY
I. Outstanding litigations against our Company
(a) Criminal proceedings
Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no outstanding
criminal proceedings filed against our Company:
1. The Commissioner of Central Excise, Faridabad - II, (“CE”) issued a show cause notice dated March 17,
2010 (“SCN”) to Century Metal alleging, inter alia, that Century Metal had availed CENVAT credit, under
the Cenvat Credit Rules, 2004, for an aggregate amount of ₹ 158.58 million on purchase of aluminium
scraps which were utilised in a clandestine manner and without proper accounting. Additionally, Century
Metal was directed to pay an amount of ₹41.76 million on account of duty short paid on clearance of
aluminium dross in the guise of ash and residue. The CE passed an order dated October 27, 2011,
(“Order”) requiring Century Metal to return the CENVAT credit amount with additional penalty and
interest thereon, and imposed penalties against Mohan Agarwal, our Promoter and our Chairman and
Managing Director, and certain others as per Rule 26 of the Central Excise Rules, 2002. Century Metal,
Mohan Agarwal and such other persons (collectively the “Appellants”) filed an appeal before the Customs,
Excise and Service Tax Appellate Tribunal, Principal Bench, New Delhi (“CESTAT”) challenging the
Order. The CESTAT, pursuant to its order dated December 4, 2015, set aside the Order upon finding that
the CE had not adduced any evidence to substantiate its allegations (“CESTAT Order”). The CE thereafter
filed a criminal complaint dated February 26, 2016 (“Complaint”) under sections 9 and 9AA of the Central
Excise Act, 1944 before the Chief Judicial Magistrate, Faridabad (“CJM”) reiterating the allegations made
in its SCN and sought that the Appellants be deemed guilty of violation of the provisions of the Central
Excise Act, 1944 and the Cenvat Credit Rules, 2004. Century Metal has filed a criminal quashing petition
(“Petition”) before the Punjab and Haryana High Court (“P&H High Court”) and has demanded that the
Complaint be quashed on the ground that CESTAT, which is the final fact finding authority, has already
passed an order ruling that the CE has not substantiated its allegations with any evidence. Century Metal
filed an interim application dated May 19, 2018, before the P&H High Court, seeking the advancement of
its Petition and stay of the proceedings before CJM. Following the amalgamation of Century Metal into
our Company, our Company has substituted Century Metal in the matter.
The P&H High Court has stayed the Complaint vide order dated March 2, 2023 by giving a detailed order
and stating that it will be in the interest of justice that hearing of this Petition be postponed till the decision
in the appeal case against the CESTAT Order in CEA No. 57 of 2017 and in the meantime, further
proceedings before the CJM in the complaint case should be stayed. No notice has been issued to our
Company by the P&H High Court in CEA No. 57 of 2017 till date and the matter is currently pending for
the appearance of the CE before the P&H High Court.
2. Nanak Chand (“Complainant”), a former employee of Century Metal, has lodged a first information report
dated February 7, 2021 (“FIR”) with the police station, Gadpuri, Palwal, Haryana against several of the
486employees of Century Metal and our Promoter and Director, Mohan Agarwal (“Accused”) under sections
338 (Causing grievous hurt by act endangering life or personal safety of others) and 506 (Punishment for
criminal intimidation) of the Indian Penal Code, 1860 (“IPC”). The Complainant alleged that he was
repairing a machine at our manufacturing unit when the same was switched on, due to which he suffered
several injuries. Aggrieved by the same, the Complainant has sought, by way of the FIR, that investigation
be initiated against the Accused under the provisions of the IPC. Our Company has filed a petition before
the High Court of Punjab and Haryana, inter alia, for quashing the FIR and any proceedings arising out of
the same. Following the amalgamation of Century Metal into our Company, our Company has substituted
Century Metal in the matter. The matter is pending. Basis the final report/ chargesheet submitted under
section 173 of CrPC by the Investigating Officer, Mohan Agarwal was exonerated and found innocent
during the course of investigation.
3. Kumodini Vajpayee (“Complainant”) filed a First Information Report (“FIR”) dated October 24, 2020
under section 304-A of the IPC on account of death of Puneet Dutt (her husband) at the Tatarpur Unit of
our Company. The deceased’s injury occurred at the entrance gate of the Unit. Compensation to the tune
of ₹1.90 million has already been given to the Complainant (wife of the deceased) vide compromise/
settlement deed dated March 29, 2022 executed between Naresh Kumar (authorised representative of our
Company) and the Complainant. The matter is pending.
4. Ajim Khan (“Complainant”) filed a FIR dated January 13, 2025 before Kancheepuram police station,
Sriperumbudur under section 194 of the Bharatiya Nagarik Suraksha Sanhita (BNSS), 2023. The
Complainant alleged death of Ehatasham Khan (his son), a forklift operator at the Chennai Unit of our
Company. The deceased suffered serious neck injury. Compensation to the tune of ₹1.00 million has
already been given to the mother of the deceased, Shamima Khatton vide settlement deed dated January
13, 2025 executed between CMR Toyotsu Aluminium India Private Limited and Ajim Khan (father of the
deceased). The matter is pending.
(b) Actions by statutory or regulatory authorities against our Company
Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending actions
by any statutory or regulatory authority against our Company:
1. The Enforcement Directorate, Chandigarh (“ED Chandigarh”) had issued an order dated February 3, 2017
to SNFTPL and requisitioned certain information including inter alia name and address of its directors,
details of outward/inward remittances made by SNFTPL in past six months, cheques deposited in
SNFTPL’s account and copies of correspondences made by exporter’s bank to importer bank. Following
several communications in this regard, the ED Chandigarh filed a complaint against SNFTPL dated
November 18, 2019, alleging a contravention of the FEMA and certain master directions issued by RBI,
to the extent of ₹152.02 million. Subsequently, the Enforcement Directorate, Mumbai (“ED Mumbai”)
issued a show cause notice dated January 7, 2020 against SNFTPL, Gauri Shankar Agarwala and Mohan
Agarwal in relation to the matter. Following the amalgamation of the SNFTPL into our Company, our
Company has substituted SNFTPL in the matter. After submission of reply dated March 2, 2020 to ED
Mumbai, our Company has not received any further notice in the matter. The matter is currently pending.
2. The Deputy Director of the Cost Audit Branch, Ministry of Corporate Affairs, Government of India, (the
“DD”) had issued a show cause notice on December 2, 2021 (“Show Cause Notice”) to SNFTPL, stating
that as per the turnover and product codes information contained in Form AOC-4 XBRL filed by SNFTPL
for the financial year ended on March 31, 2016, conducting a cost audit and the appointment of a cost
auditor was mandatory as per Section 148 of the Companies Act, 2013 and Rule 6 of the Companies (Cost
Records and Audit) Rules, 2014. Our Company filed a response to the Show Cause Notice on December
20, 2021, stating that SNFTPL is not a manufacturing company but a trading company that import
aluminium and zinc scrap from various countries, and that the rules in relation to cost audit are not
applicable to a manufacturing company. Subsequently, the DD found the reply filed by our Company to
be unsatisfactory and issued a second show cause notice on April 22, 2022 for the same contravention. Our
Company responded to the notice on June 7, 2022, detailing the reasons how the rules in relation to cost
audit are not applicable to them as it is a trading company. Following the amalgamation of the SNFTPL
into our Company, our Company has substituted SNFTPL in the matter. The matter is currently pending.
(c) Other material pending proceedings
487Except as disclosed below, as on the date of this Draft Red Herring Prospectus there are no other
proceedings pending against our Company, which have been considered material by our Company in
accordance with the Materiality Policy:
1. Our Company is involved in arbitration proceedings initiated by Ugro Capital Limited (“Ugro”) in relation
to certain alleged dues by Century Metal under a bill discounting supply chain finance facility (“Facility”)
that it had availed from Ugro in terms of a master facility agreement dated August 13, 2020. In terms of
the Facility, Century Metal was entitled to have its bills for the sale of raw materials to Kiran Udyog
Limited (“Kiran Udyog”) discounted by Ugro. The amount paid by Ugro against the goods sold and
supplied by Century Metal to Kiran Udyog in each tranche was to be paid by Kiran Udyog within a period
of 90 days and the amount paid by Ugro were backstopped by Kiran Udyog. Ugro has alleged that Century
Metal had been in default of repayment of an amount of ₹34.37 million drawn under the Facility with effect
from January 29, 2021, as well as interest on the same. Pursuant to the same, Ugro has initiated arbitration
proceedings against Century Metal and Mohan Agarwal, our Promoter and Chairman and Managing
Director, before the Centre for Alternate Dispute Resolution Excellence (“CADRE”), seeking (i) an award
of a sum of ₹ 35.88 million, along with interest thereupon, and (ii) an enquiry into damages suffered by
Ugro, and an award from sums as may be found due upon such enquiry, amongst others. CADRE appointed
Arif Ali (“Sole Arbitrator”) to preside over the matter as a sole arbitrator. Subsequently, Century Metal
filed a petition before the High Court of Calcutta (“Calcutta High Court”) against Ugro, CADRE and the
Sole Arbitrator, seeking termination of the mandate of the Sole Arbitrator. The High Court of Calcutta,
pursuant to an order dated September 21, 2021, set aside the appointment of the Sole Arbitrator- Arif Ali,
and Justice G. S. Singhvi was appointed as the sole arbitrator to preside over the matter. Thereafter, Ugro
has filed a special leave petition dated October 4, 2021 before the Supreme Court of India (“Supreme
Court”), challenging the order of the Calcutta High Court. The matter is pending before the Supreme
Court.
In addition, in the year 2021, Ugro filed an application under section 7 of the Insolvency and Bankruptcy
Code, 2016 (“IBC”), in the capacity of a financial creditor to initiate Corporate Insolvency Resolution
Process (“CIRP”) against our Company, before the National Company Law Tribunal, Chandigarh Bench
(“NCLT Chandigarh”). The said application was filed against our Company for recovery of dues
amounting to ₹35.08 million. Thereafter, our Company filed an application under section 65 of IBC against
Ugro before the NCLT Chandigarh for fraudulent and malicious initiation of CIRP proceedings against
our Company and challenged the maintainability of the section 7 application filed by Ugro on two grounds:
(i) the date of default mentioned by Ugro; and (ii) under section 10A of the IBC (Suspension of Initiation
of Corporate Insolvency Resolution Process). Thereafter, Ugro withdrew its section 7 application filed in
the year 2021 which was duly recorded by the NCLT Chandigarh vide order dated August 11, 2023.
However, on September 5, 2023, Ugro filed a section 7 application against our Company CMRG before
the NCLT Chandigarh on the same grounds. The matter is currently pending before the NCLT Chandigarh.
2. Century Metal appeared to have wrongly/ fraudulently availed and utilised Cenvat credit on improper
documents, excise challan issued without any authority of law or on photocopy of bill of entry under Rule
3(5) of the Cenvat Credit Rules, 2004 (“CCR”) to the tune of ₹138.26 million. Officers of the Anti-Evasion
Wing of erstwhile Central Excise Division-II (now Central Goods & Services Tax Division-D), Bhiwadi
paid a surprise visit to the Bhiwadi Unit and conducted various checks over the goods manufactured by
Century Metal, procurement of raw materials, clearances of finished goods and also observed the
manufacturing process. Scrutiny of purchase invoices revealed that Century Metal had taken Cenvat credit
on the basis of excise challans issued by Century Metal, Dadri who was not registered with the Central
Excise Department in any form as manufacturer/ dealer/ importer to issue the excise challan on behalf of
the importer/ manufacturer- Century Metal, Tatarpur. Further, the challans issued by Century Metal, Dadri
bore registration number of unit situated at Palwal and thus, was not a proper document. Thereafter,
Century Metal (Bhiwadi Unit) was issued a Show Cause Notice (“SCN”) to show cause as to why the
Cenvat credit amounting to ₹138.26 million during the period from October 2015 to June 2017 should not
be recovered with interest and penalty under the CCR not be imposed on them. The Adjudicating Authority
vide Order-in-Original dated February 7, 2018 confirmed the demand (“AA Order”) and imposed penalty
of ₹13.83 million. Aggrieved against the AA Order, Century Metal filed an appeal before the Hon’ble
CESTAT, New Delhi (“Appeal”). Vide order dated June 22, 2018, the said Appeal was allowed
(“CESTAT Final Order”). The Commissioner of Central Goods and Service Tax has filed an appeal
against the CESTAT Final Order. The matter is pending.
3. Century Metal appeared to have wrongly/ fraudulently availed and utilised Cenvat credit on improper
488documents, excise challans issued without any authority of law or on photocopy of bill of entry and short
payment of duty under Rule 3(5) of the Cenvat Credit Rules, 2004 (“CCR”) to the tune of ₹85.61 million.
Officers of the Anti-Evasion Wing of erstwhile Central Excise Division-II, Bhiwadi paid a surprise visit
to the Bhiwadi Unit and conducted various checks over the goods manufactured by Century Metal,
procurement of raw materials, clearances of finished goods and also observed the manufacturing process.
It was noticed that Century Metal had availed Cenvat credit to the tune of ₹37.15 million on the basis of
excise challans issued by Century Metal, Dadri who was not registered with the Central Excise Department
in any form as manufacturer/ dealer/ importer to issue the excise challan on behalf of the importer/
manufacturer- Century Metal, Tatarpur. Further, the challans issued by Century Metal, Dadri bore
registration number of unit situated at Palwal and thus, was not a proper document. Further, while
observing the manufacturing process, it was noticed that their main raw material was shredded aluminum
scrap. As soon as the shredded scrap was received in the factory premises, they were unloaded and
segregated manually (segregation of scrap of zinc, stainless steel, mild steel, PVC and lead or any other
unwanted metal not found fit for the manufacture of their finished goods). Only the material found useful
to manufacture finished product were issued for melting purposes as per capacity and requirement. Thus,
it was noticed that the segregated scrap were not processed and were sold at transaction value. Scrutiny of
documents revealed short reversal of central excise duty of ₹48.45 million. Thereafter, Century Metal
(Bhiwadi Unit) was issued a Show Cause Notice (“SCN”) to show cause as to why the Cenvat credit
amounting to ₹37.15 million during the period from November 2014 to September 2015 should not be
recovered with interest and penalty under the CCR not be imposed on them and short reversal of central
excise duty of ₹48.45 million should not be recovered. The Adjudicating Authority vide Order-in-Original
dated August 19, 2016 confirmed the demand (“AA Order”) and imposed penalty. Aggrieved against the
AA Order, Century Metal filed an appeal before the Hon’ble CESTAT, New Delhi (“Appeal”). Vide order
dated November 23, 2017, the said Appeal was allowed (“CESTAT Final Order”). The Commissioner
of Central Goods and Service Tax has filed an appeal against the CESTAT Final Order. The matter is
pending.
II. Outstanding litigations filed by our Company
(a) Criminal proceedings
Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no outstanding
criminal proceedings filed by our Company.
1. Century Metal lodged a First Information Report (“FIR”) dated October 28, 2016 under sections 408, 420,
120B of the IPC before the police station, Sector 31, Faridabad, Haryana against Pinku Kumar, a former
employee of Century Metal, and various transportation service providers (“Service Providers”) alleging
criminal conspiracy, criminal breach of trust and cheating under the provisions of the IPC on account of
the fact that the service providers had raised several fraudulent bills upon Century Metal in connivance
with Pinku Kumar, who endorsed and approved the bills for release of payments for extraneous gains,
thereby defrauding Century Metal of a sum of approximately ₹6.00 million. Following the amalgamation
of Century Metal into our Company, our Company has substituted Century Metal in the matter. The matter
is currently pending at the Faridabad District Court.
2. Century Metal dispatched certain quantities of aluminium scrap from Hind Terminals logistic park, Palwal
to its manufacturing facility situated in Haridwar through a transporter named Hind Carriers Private
Limited. The value of the scrap being transported was ₹3.87 million. The concerned container along with
the vehicle transporting the scrap got lost during transit and was later found empty. A first information
report against the driver of the vehicle was lodged on September 22, 2018 before the officer in charge,
police station at Palwal. Following the amalgamation of Century Metal into our Company, our Company
has substituted Century Metal in the matter. Police investigation in the matter is currently ongoing.
3. Century Metal filed a FIR dated January 6, 2020 before the police station, Sector 21C, Faridabad, Haryana
against Shyam Pratap, the proprietor of C. S. Enterprises and S. V. Enterprises. Century Metal, which
engaged C. S. Enterprises and S. V. Enterprises for the supply of contract labour, alleged that Shyam Pratap
had submitted false, forged and fabricated documents through such entities for the purpose of claiming
excess provident fund from Century Metal. Additionally, it was alleged that Shyam Pratap would claim
goods and services tax from the Company through bills raised on the accounts of such entities and would
not deposit the same with the relevant authorities. Upon being confronted for the same, Shyam Pratap
admitted to his guilt and, through a letter of undertaking dated April 17, 2019, undertook to pay ₹1.30
489million for short deposit of provident fund within a period of two months of execution of the said letter of
undertaking, and in addition deposit a sum of ₹ 2.50 million with the goods and services tax authorities
within a period of one month of the said letter of undertaking. However, he did not abide by such
undertakings, and continued to be in default. Accordingly, Century Metal filed the FIR, inter alia, for the
offences of criminal breach of trust, cheating and forgery. Following the amalgamation of Century Metal
into our Company, our Company has substituted Century Metal in the matter. Police investigation in the
matter is currently ongoing.
4. Gyanendu Gyan (“Complainant”), the Chief Security Officer of the Tatarpur plant of Century Metal, has
lodged a FIR under section 407 of the IPC with the police station, Gadpuri, Palwal, Haryana against several
employees of M/s Avi and Surya Roadlines (“ASR”, and such employees, the “Accused”). The
Complainant alleged that on April 26, 2021, Century Metal engaged ASR for the transportation of 15,530
kilograms of scrap iron ore, some of which was misappropriated by the Accused, leading to a loss of ₹
0.66 million for our Company. Accordingly, the Complainant filed the FIR, alleging the offence of criminal
breach of trust in terms of the provisions of the IPC. Following the amalgamation of Century Metal into
our Company, our Company has substituted Century Metal in the matter. Police investigation in the matter
is currently ongoing.
5. Pradeep Singh (“Complainant”), on behalf of Century Metal, has lodged a FIR dated December 23, 2019
under sections 406 and 420 of the IPC before the police station, Sector 31, Faridabad, Haryana against Ms.
Amy (the “Accused”), an authorised representative of Longi Magnet Co. Ltd. (“Longi”), a company
incorporated in China The Complainant has alleged that Century Metal had placed an order of certain
machinery from Longi after discussions with the Accused, and transferred an amount of USD 0.10 million
to Longi. However, Longi has claimed that the amount was not received by them and declined to dispatch
such machinery to Century Metal. Accordingly, the Complainant has filed the FIR, alleging the offences
of cheating and criminal breach of trust in terms of the provisions of the IPC. Following the amalgamation
of Century Metal into our Company, our Company has substituted Century Metal in the matter. Police
investigation in the matter is currently ongoing.
6. Our Company (“Complainant”) filed an FIR dated May 24, 2024 under section 380 of the IPC, before the
police station, Kardhani (West), Jaipur, Rajasthan against an incident of theft which had taken place due
to the negligence of employees at ICD Kanakpura, Jaipur, wherein sealed container no. GESU6091321
was stolen from their yard against fake documents. The lost container contained goods valued at ₹4.8
million, whereas the cost of the container of the shipping line was valued at ₹1.00 million. Police have
recovered the material and thereafter, Complainant has taken the same from the Police on Superdari.
7. Hanuman Singh, on behalf of our Company, filed a FIR dated March 24, 2022 under section 379 of the
IPC before the police station, Sector 17/18, Gurgaon, Haryana against unknown persons, for the alleged
theft of a transportation container from sector 17, Gurgaon, Haryana, containing aluminium ingots
belonging to our Company. Police investigation in the matter is currently ongoing.
8. Gyanendu Gyan, on behalf of our Company, filed a FIR dated January 27, 2022 under section 408 of the
IPC before the police station, Gadpuri, Palwal, Haryana, alleging theft of 537 kilogram of aluminium scrap.
Upon emptying the container, the soil/mud was weighed and found to total 1,197 kilogram. Approximately
4% of the soil/mud amounting to 750 kilograms was embedded within the aluminium scrap/ goods present
in the container. Police investigation in the matter is currently ongoing.
9. Sukhbir-Hind Carriers Private Limited, on behalf of our Company, filed a FIR dated September 22, 2018
under section 407 of the IPC before the police station, Sadar Palwal, Palwal, Haryana against Vijay Yadav
alleging theft of goods of our Company during transit from Janauli, Pawal, Haryana to Haridwar,
Uttarakhand. Police investigation in the matter is currently ongoing.
(b) Other material pending proceedings
As on the date of this Draft Red Herring Prospectus, there are no outstanding matters initiated by our
Company, which have been considered material by our Company in accordance with the Materiality
Policy.
LITIGATION INVOLVING OUR SUBSIDIARIES
490I. Litigation against our Subsidiaries
(a) Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings against our
Subsidiaries.
(b) Actions by statutory or regulatory authorities against any of our Subsidiaries
As on the date of this Draft Red Herring Prospectus, there are no pending actions by any statutory or
regulatory authority against any of our Subsidiaries.
(c) Other material civil proceedings
As on the date of this Draft Red Herring Prospectus there are no other pending proceedings initiated against
our Subsidiaries, which have been considered material by our Company in accordance with the Materiality
Policy.
II. Litigation filed by our Subsidiaries
(a) Criminal proceedings
Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending
criminal proceedings initiated by our Subsidiaries:
CMRN
1. Vishnu Soni (“Complainant”), on behalf of our Company, has lodged a FIR dated March 13, 2022 under
section 381 of the IPC before the police station Kasola, Rewari, Haryana against Grijesh Kumar and Dilip
Kumar (collectively, the “Accused”). The Complainant has alleged that while entering the office to start
his duty, he saw that the Accused were stealing 200 to 250 grams of silver metal worth ₹15,000 from the
office of CMR Nikkei India Private Limited. Police investigation in the matter is currently ongoing.
CMRT
1. CMRT, through Anurag Dubey, filed a FIR dated February 17, 2024 under section 381 of the IPC before
the Sriperumbudur police station, alleging theft of aluminium and copper raw materials at the storage
warehouse situated at Nemili Village, Sriperumbudur by Ravi Ranjan (security officer). The matter is
pending.
2. CMRT, through C. Dhamotharan, filed a FIR dated September 7, 2023 before the Superintendent of Police,
Kancheepuram District, alleging criminal breach of trust, cheating, mischief, forgery, fabrication of false
documents, falsification of accounts, criminal conspiracy and misappropriation of funds by Sathish Kumar
S, Thennarasu (ex-employees of CMRT) in connivance with the vendors of CMRT, to the tune of ₹52.5
million. Several malpractices had been committed inter-alia procuring products at higher rate than MRP,
using bogus quotations. The matter is pending before the Court of District Munsif cum Judicial Magistrate
at Sriperumbudur.
(b) Other material pending proceedings
As on the date of this Draft Red Herring Prospectus there are no other pending proceedings initiated by
our Subsidiaries, which have been considered material by our Company in accordance with the Materiality
Policy.
LITIGATION INVOLVING OUR DIRECTORS
I. Litigation filed against our Directors
(a) Criminal proceedings
491Except as disclosed above in “Outstanding litigations against our Company- Criminal proceedings” on
page 486 and as disclosed below, there are no outstanding criminal proceedings against any of our Directors
as on the date of this Draft Red Herring Prospectus:
Mohan Agarwal
1. Ravi Malik, the proprietor of R. K. Container Logistics (“Complainant”), filed a FIR dated February 3,
2021 before the police station, Loni Border, Ghaziabad against Century Metal and Mohan Agarwal, our
Promoter and Chairman and Managing Director. Century Metal had engaged R. K. Container Logistics for
the transportation of scrap metal. The Complainant has accused, inter alia, that (i) Century Metal required
R. K. Container Logistics to place a security deposit of ₹0.2 million with Century Metal, and that despite
the same, Century Metal had not provided any business to it since December 2019; (ii) Century Metal
made allegations that R. K. Container Logistics had adulterated the products that Century Metal had
engaged it to transport, causing the Complainant mental anguish and subjecting it to a social stigma.
Pursuant to the same, the Complainant has alleged, in the FIR, that Mohan Agarwal has inter alia
committed offences under the IPC in relation to criminal breach of trust, cheating and criminal
intimidation. Mohan Agarwal filed a petition before the High Court of Allahabad, seeking that the FIR be
quashed. The High Court of Allahabad, vide an order dated April 8, 2021, has directed that Mohan Agarwal
may not be arrested in the matter until filing of the police report in the matter or the next date of listing,
whichever is earlier. The matter is currently ongoing.
Further, Ravi Malik, proprietor of R.K. Container Logistics filed an application under section 156(3) of
the Code of Criminal Procedure, 1973 in the Court of Addl. C.J.M. Ct. no. 1, Ghaziabad (“CJM
Ghaziabad”). The CJM Ghaziabad vide order dated January 29, 2021 directed the Police Station, Loni
Border to register an FIR and investigate the matter. Mohan Agarwal filed a criminal writ petition before
the Hon’ble High Court of Allahabad (“Allahabad HC”), submitting that the dispute between the parties
is purely civil in nature and that the dispute has been maliciously given the color of a criminal case. Vide
order dated April 8, 2021, the Allahabad HC directed that Mohan Agarwal not be arrested under sections
420, 406, 506 of IPC.
Thereafter, Ravi Malik, proprietor of R.K. Container Logistics filed a second FIR dated April 23, 2024
(“April 2024 FIR”) under sections 420, 409, 467, 468, 469, 471, 504, 506, 500, 120-B, 182, 386 and
section 34 IPC, with Kavi Nagar Police Station, Ghaziabad, against Mohan Agarwal, Gyanmohan, Akshay
Agarwal, Gauri Shankar Agarwala (member of the Promoter Group), Peter Francis Amour and Ors.
Thereafter, a criminal miscellaneous writ petition was filed before the Allahabad HC, seeking quashing of
the April 2024 FIR. The Allahabad HC vide order dated June 10, 2024 directed that the petitioners not be
arrested consequent to the impugned April 2024 FIR and that they fully co-operate in the investigation.
The matter is pending at the Allahabad HC.
(b) Actions by statutory or regulatory authorities against any of our Directors
As on the date of this Draft Red Herring Prospectus, there are no pending actions by statutory or regulatory
authority against any of our Directors.
(c) Other material pending proceedings
There are no other pending proceedings initiated against any of our Directors, which have been considered
material by our Company in accordance with the Materiality Policy.
II. Litigation filed by our Directors
(a) Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings filed
by any of our Directors.
(b) Other material civil proceedings
As on the date of this Draft Red Herring Prospectus, there are no pending proceedings initiated by any of
our Directors, which have been considered material by our Company in accordance with the Materiality
492Policy.
LITIGATION INVOLVING OUR PROMOTERS
I. Litigation filed against our Promoters
(a) Criminal Proceedings
Except for criminal proceedings involving Mohan Agarwal, as disclosed above in “Litigation involving
our Directors- Litigation filed against our Directors- Criminal Proceedings” on page 491 and “Litigation
involving our Company – Outstanding litigations against our Company – Criminal proceedings” on
page 486 there are no criminal proceedings against any of our Promoters as on the date of this Draft Red
Herring Prospectus.
(b) Actions by statutory or regulatory authorities against any of our Promoters
Except as disclosed in “Litigation involving our Company- Actions by statutory or regulatory authorities
against our Company” on page 487 there are no other pending actions by statutory or regulatory authority
against any of our Promoters as on the date of this Draft Red Herring Prospectus.
(c) Other material pending proceedings
Except as disclosed above in “Litigation involving our Company – Outstanding litigation against our
Company – Other material pending proceedings” on page 487 as on the date of this Draft Red Herring
Prospectus there are no other pending proceedings initiated by any of our Directors, which have been
considered material by our Company in accordance with the Materiality Policy.
(d) Disciplinary actions including penalties taken against our Promoters in the five Fiscals preceding the
date of this Draft Red Herring Prospectus by SEBI or any stock exchange
As on the date of this Draft Red Herring Prospectus, there are no disciplinary actions including penalties
imposed by the Stock Exchanges against our Promoters in the last five Fiscals.
II. Outstanding litigation filed by our Promoters
(a) Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings filed
by any of our Promoters.
(b) Civil Proceedings
As on the date of this Draft Red Herring Prospectus, there are no other pending proceedings initiated by
any of our Promoters, which have been considered material by our Company in accordance with the
Materiality Policy.
LITIGATION INVOLVING OUR GROUP COMPANIES
There is no litigation proceeding involving any Group Company which may have a material impact on our
Company.
LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
A. Outstanding litigations against our Key Managerial Personnel and Senior Management
(i) Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings against
493our Key Managerial Personnel and Senior Management.
(ii) Actions by regulatory and statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by regulatory and statutory
authorities against our Key Managerial Personnel and Senior Management.
B. Outstanding litigations by our Key Managerial Personnel and Senior Management
(i) Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings against
our Key Managerial Personnel and Senior Management.
Claims related to direct and indirect taxes
There are no outstanding tax proceedings involving our Company, Subsidiary, Promoters or Directors, except the
ones mentioned below:
Nature of case Number of cases Amount involved* (₹ in million)
Company
Direct Tax 2 29.65
Indirect Tax 17 607.64
Total 19 637.29
Subsidiaries
Direct Tax 3 93.88
Indirect Tax 7 77.15
Total 10 171.03
Promoters
Direct Tax 5 0.01
Indirect Tax Nil -
Total 5 0.01
Directors (excluding Promoters)
Direct Tax Nil -
Indirect Tax Nil -
*To the extent quantifiable.
As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August 29, 2025.
Outstanding dues to Creditors
Our Board, in its meeting held on August 27, 2025, has considered and adopted the Materiality Policy for
identification of material outstanding dues to creditors. In terms of the Materiality Policy, creditors of our
Company to whom an amount having a monetary value exceeding 5% of the restated consolidated trade payables,
as of March 31, 2025, based on the Restated Consolidated Financial Information of our Company was outstanding,
were considered ‘material’ creditors (“Material Creditors”). Our total trade payables as of March 31, 2025, was
₹2,312.75 million.
The details of outstanding dues owed to MSME creditors, material creditors and other creditors, as at March 31,
2025 are set out below:
Sr. Amount outstanding (₹ in
Type of creditor No. of creditors
No. million)
1 Dues to MSME creditors 34 43.37
2 Dues to other creditors* 1,112 2,269.38
Total 1,146 2,312.75
*Total creditors include material creditors of the Company
As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August 27, 2025.
Sr. Amount outstanding (₹ in
Material creditor No. of creditors
No. million)
1 Dues to Material Creditors 2 608.98
As certified by ASA & Associates LLP, Chartered Accountants, FRN: 009571N/ N500006, by way of their certificate dated August 27, 2025.
494The details pertaining to outstanding dues to material creditors along with the names and amounts involved for
each such material creditor are available on the website of our Company at https://cmr.co.in/shareholder-relation/.
It is clarified that information provided on the website of our Company is not a part of this Draft Red Herring
Prospectus and should not be deemed to be incorporated by reference. Anyone placing reliance on any other
source of information, including our Company’s website, https://cmr.co.in/shareholder-relation/ would be doing
so at their own risk.
Material developments
Other than as stated in “Management’s Discussion and Analysis of Financial Position and Results Of
Operations” on page 443, there have not arisen, since the date of the last financial information disclosed in this
Draft Red Herring Prospectus, any circumstances which may materially and adversely affect, or are likely to
affect, within the next 12 months from the date of this Draft Red Herring Prospectus, our operations, our
profitability taken as a whole or the value of our assets or our ability to pay our liabilities.
There are no findings/observations of any of the inspections by SEBI or any other regulator which are material
and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other
than the ones which have already been disclosed in the offer document.
495GOVERNMENT AND OTHER APPROVALS
Except as disclosed herein, our Company and our Material Subsidiaries have obtained all material consents,
licenses, registrations, permissions and approvals from various governmental, statutory and regulatory
authorities, which are necessary for undertaking our Company’s current business activities and operations.
Except as disclosed below, no further approvals are material for carrying on the present business operations of
our Company. In the event any of the approvals and licenses that are required for our business operations expire
in the ordinary course, we make applications for their renewal from time to time. Unless otherwise stated, these
approvals are valid as on the date of this Draft Red Herring Prospectus. For details in connection with the
regulatory and legal framework within which our Company operates, see “Key Regulations and Policies in
India” on page 279.
For Offer related approvals, see “Other Regulatory and Statutory Disclosures” on page 498 and for
incorporation details of our Company, see “History and Certain Corporate Matters” on page 285.
Material approvals in relation to the business and operations of our Company and our Material
Subsidiaries
Approvals in relation to the Offer
For details of approvals and authorisations obtained by our company in relation to the Offer, see ‘Other Regulatory
and Statutory Disclosures’ on page 498.
Approvals in relation to incorporation of our Company
For details in relation to the incorporation of our Company, see ‘History and Certain Other Corporate Matters’
on page 285.
Business related approvals
Our Company and our Material Subsidiaries are required to obtain consents, licenses, registrations, permissions
and approvals for carrying out our present business activities. For information on our business operations, see
“Our Business” on page 248. The material approvals / licenses we require include:
a) Environmental approvals, including consents to operate under the Air (Prevention and Control of Pollution)
Act, 1981, consents to operate under the Water (Prevention and Control of Pollution) Act, 1974 and
authorisations to handle hazardous waste under the Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016.
b) Labour related approvals, including registration as the principal employer of the contract labour employed
at our manufacturing units under the Contract Labour (Regulation and Abolition) Act, 1970, and the
registration of our employees and factories under the Employees State Insurance Act, 1948, and the
Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Shops and Establishment
Registration Certificates under State Shops and Establishment laws.
c) Approvals in relation to operating our manufacturing units, including licenses to work our factories under
the Factories Act, 1948, no-objection certificates under various state fire services laws, no objection
certificates for ground water extraction under the Environment (Protection) Act, 1986, and licenses to import
and store petroleum and explosives under the Petroleum Act, 1934 and the Explosives Act, 1884.
These approvals and/or licenses may differ on the basis of the locations in which our facilities are set up as well
as the jurisdictions where we market or sell our products.
Tax related approvals
Our Company has obtained various tax related approvals, including a permanent account number and a tax
deduction account number issued under the Income Tax Act, 1961; goods and services tax registrations issued
under the Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 and various
state goods and services tax statutes; importer and Importer-Exporter Code issued by Directorate General of
Foreign Trade; and registrations certificates issued under certain state professional tax legislations, as applicable.
496Material approvals applied for, including renewal applications
Certain approvals and licenses that are required for our business operations may expire in the ordinary course of
business, we apply for their renewal from time to time. Our Company and our Material Subsidiaries undertakes
to obtain all material approvals, licenses and permissions required to operate our present business activities. As
on the date of this Draft Red Herring Prospectus, the following are the material approvals for which applications
have been made by our Company and our Material Subsidiaries:
a) Our Company has made an application for renewal of fire NOC dated August 24, 2025 to the fire station
officer, Palwal for obtaining fire NOC for Tatarpur Unit.
b) CMR Nikkei India Private Limited has made application dated September 9, 2024 to Central Ground Water
Authority for renewal of NOC issued to abstract ground water for Vanod I Unit.
c) CMR Aluminium Private Limited has made application dated September 12, 2024 to the Central Ground
Water Authority for renewal of NOC issued to abstract ground water for Vanod II Unit.
Material approvals to be applied for, including renewal applications
Except as disclosed below, there are no material approvals for which applications are yet to be made by our
Company and our Material Subsidiaries, as on the date of this Draft Red Herring Prospectus:
Our Company is yet to submit an application to Central Ground Water Authority for obtaining NOC to extract
ground water for Halol Unit.
Intellectual property
Trademarks
As on the date of this Draft Red Herring Prospectus, our Company has two (2) registered trademarks. Further,
we have made one application for registration of a trademark which is objected. For further details, please see
“Our Business - Intellectual Property” on page 274.
Copyrights
Our Company has made eight (8) applications for registration of copyright. For further details, please see “Our
Business - Intellectual Property” on page 274.
Patents
We have two patents granted over (i) an intelligent ladle transport safety monitoring system and method, and (ii)
a process for electric degassing of molten aluminum.
Further, our Company has filed applications for receiving a patent over: (i) a system for casting mold buffing and
method thereof; and (ii) system and method for monitoring molten metal level in furnace reservoir, under the
provisions of the Patents Act, 1970. For these processes our Company has filed a patent applications dated April
18, 2024 and June 03, 2024, respectively which are pending.
Designs
Our Company has two (2) registered designs under classes 15-05 and 08-08 for which it has a valid registration
certificate from the Controller General of Patents, Designs and Trades, the Patent Office, Government of India.
497OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on August 27,
2025.
Further, our Board has taken on record the consent(s) and authorisation of the Selling Shareholders to participate
in the Offer for Sale pursuant to a resolution dated August 27, 2025.
Each of the Selling Shareholders have, severally and not jointly, confirmed and approved their respective
participation in the Offer for Sale and also have authorised the sale of their portion of the Offered Shares in the
Offer for Sale as set out below:
Sr. Name of Selling Number of Offered Aggregate proceeds Date of Date of
No. Shareholder Shares from the Offered consent corporate
Shares* letter approval
Promoter Selling Shareholder
1 Mohan Agarwal Up to 11,265,125 Up to ₹[●] million August 27, Not
Equity Shares 2025 applicable
Promoter Group Selling Shareholders
1 Mohan Agarwal HUF Up to 1,980,540 Up to ₹[●] million August 27, Not
(through its karta) Equity Shares 2025 applicable
2 Gauri Shankar Up to 6,466,620 Up to ₹[●] million August 27, Not
Agarwala HUF Equity Shares 2025 applicable
(through its karta)
Investor Selling Shareholder
1 Global Scrap Processors Up to 23,178,450 Up to ₹[●] million August 27, August 27,
Limited Equity Shares 2025 2025
*To be updated at the Prospectus stage
Our Board have approved this Draft Red Herring Prospectus pursuant to resolution dated August 29, 2025 for
filing with SEBI and the Stock Exchanges.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters dated [●] and [●], respectively.
Prohibition by Securities and Exchange Board of India, the Reserve Bank of India or other Governmental
Authorities
Our Company, our Promoters, members of our Promoter Group, our Directors are not prohibited from accessing
the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by
SEBI or any securities market regulator in any other jurisdiction or any other authority/court.
The Selling Shareholders, severally and not jointly, confirm that they are not prohibited from accessing the capital
market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or
any securities market regulator in any other jurisdiction or any other authority/court.
None of our Promoters or Directors are promoters or directors of any other company which is debarred from
accessing the capital market by SEBI.
None of our Company, Promoters or Directors have been declared as Wilful Defaulters or Fraudulent Borrowers.
None of our Promoters or Directors have been declared as Fugitive Economic Offenders under section 12 of the
Fugitive Economic Offenders Act, 2018.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
498Our Company, our Promoters, the members of our Promoter Group and each of the Selling Shareholders severally
and not jointly confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules,
2018, to the extent applicable, in respect of their respective holding in our Company, as on the date of this Draft
Red Herring Prospectus.
Directors associated with the securities market
None of our Directors are, in any manner, associated with securities market. Further, there are no outstanding
actions initiated by SEBI, in the five years preceding the date of this Draft Red Herring Prospectus, against our
Directors.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is
in compliance with the conditions specified therein in the following manner:
• Our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated basis,
in each of the preceding three full years i.e., as at and for the Fiscals 2025, 2024 and 2023 (of 12 months each),
of which not more than 50% are held in monetary assets;
• Our Company has an average operating profit of at least ₹150 million, calculated on a restated and consolidated
basis, during the preceding three full years i.e., as at and for the Fiscals 2025, 2024 and 2023 (of 12 months
each), with operating profit in each of these preceding three years;
• Our Company has a net worth of at least ₹10 million in each of the preceding three full years i.e., as at and for
the Fiscals 2025, 2024 and 2023 (of 12 months each), calculated on a restated and consolidated basis; and
• Our Company has not changed its name in the immediately preceding one year.
Our Company’s operating profit, net worth, net tangible assets and monetary assets, derived from the Restated
Consolidated Financial Information included in this Draft Red Herring Prospectus, as at, and for the last three
Fiscals is set forth below:
As at and for the Fiscal ended Fiscal
Particulars
2025 2024 2023
Restated consolidated net tangible assets (A)(1) (₹ in million) 14,187.69 12,588.30 12,065.85
Restated consolidated operating profit (B) (4) (₹ in million) 2,410.24 1,678.18 1,602.31
Average restated consolidated operating profit for the Fiscals 2025, 2024 and 1,896.51
2023 (C)(5) (₹ in million)
Net Worth (on a restated basis) (D) (3) (₹ in million) 4,583.81 3,175.35 11,951.89
Restated consolidated monetary assets (E) (2) (₹ in million) 79.64 71.05 370.67
Restated monetary assets as a percentage of the restated net tangible assets 0.56% 0.56% 3.07%
(E)/(A)(%) (₹ in million)
Source: Restated Consolidated Financial Information as included in “Financial Information” on page 338
Notes:
(1) ‘Net tangible assets’ means net block of property, plant and equipment, capital work in progress, capital advances, current
assets, loans and advances and excludes loan funds (secured loans and unsecured loans) and current liabilities and provisions
and excluding intangible assets as defined under Indian Accounting Standard (Ind AS) 38, as applicable.
(2) ‘Monetary assets’ means cash in hand, balance with banks in current accounts and deposits with bank with original
maturity for less than 3 months and more than 3 months but less than 12 months.
(3) ‘Net Worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of
the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance
sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
(4) ‘Restated consolidated operating profit’ has been calculated as restated profit before share in loss of Joint ventures,
exceptional items, and excluding finance cost and other income.
499(5) The average restated operating profit of the Company for the preceding three (3) financial years i.e., financial years
ended March 31, 2025, March 31, 2024 and March 31, 2023.
Requirement of not more than 50% of the net tangible assets being held in monetary assets, in each of three
preceding full years, as provided in Regulation 6(1)(a) of SEBI ICDR Regulations is not applicable in case the
initial public offer is being made entirely through an ‘offer for sale’, as provided in the second proviso to
Regulation 6(1)(a) of SEBI ICDR Regulations and hence is not applicable to this Offer.
Further, our Company confirms that it is eligible to make the Offer in terms of Regulations 5 and 7(1) of the SEBI
ICDR Regulations, to the extent applicable. 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.
The details of our compliance with Regulation 5 of the SEBI ICDR Regulations are as follows:
(i) Our Company, Promoters, members of our Promoter Group, our Directors or the Selling Shareholders are
not debarred from accessing the capital market by SEBI;
(ii) None of our Promoters and Directors are promoters or directors of any other company which is debarred
from accessing the capital market by SEBI;
(iii) Neither our Company nor our Directors or Promoters have been declared as a ‘Willful Defaulter’ or a
‘Fraudulent Borrower’, as defined under the SEBI ICDR Regulations;
(iv) Neither our Promoters nor any of our Directors have been declared as Fugitive Economic Offenders, under
section 12 of the Fugitive Economic Offenders Act, 2018;
(v) There are no outstanding convertible securities or any other right, which would entitle any person with any
option to receive Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus;
(vi) The Equity Shares of our Company held by our Promoters are in dematerialised form;
(vii) The Equity Shares of our Company are fully paid-up and there are no partly paid-up Equity Shares, as on
the date of filing of this Draft Red Herring Prospectus;
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall be not less than 1,000, failing which the entire application monies shall
be refunded forthwith in accordance with the SEBI ICDR Regulations and other applicable laws.
Each Selling Shareholder, severally and not jointly, confirms that it is in compliance with Regulation 8 of the
SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT,
IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE
FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING
LEAD MANAGERS, EQUIRUS CAPITAL PRIVATE LIMITED, ICICI SECURITIES LIMITED, AND
MOTILAL OSWAL INVESTMENT ADVISORS LIMITED HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS
AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
500IT 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 BOOK RUNNING LEAD
MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY AND EACH SELLING SHAREHOLDER, SEVERALLY AND NOT JOINTLY (TO THE
EXTENT OF STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM IN THIS
DRAFT RED HERRING PROSPECTUS IN RELATION TO THEMSELVES AND FOR THEIR
RESPECTIVE PORTION OF THE OFFERED SHARES) DISCHARGES THEIR RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD
MANAGERS BEING, EQUIRUS CAPITAL PRIVATE LIMITED, ICICI SECURITIES LIMITED, AND
MOTILAL OSWAL INVESTMENT ADVISORS LIMITED HAVE FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED AUGUST 29, 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, AS AMENDED.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING
LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING
PROSPECTUS.
All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red
Herring Prospectus with the RoC in terms of section 32 of the Companies Act and at the time of filing of the
Prospectus with the RoC in terms of sections 26, 32, 33(1) and 33(2) of the Companies Act.
Disclaimer from our Company, our Directors, the Selling Shareholders and the Book Running Lead
Managers
Our Company, our Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements
made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued
by or at our Company’s instance and anyone placing reliance on any other source of information, including our
Company’s website, www.cmr.co.in, or the website of any affiliate of our Company, would be doing so at his or
her own risk. Each of the Selling Shareholders and their respective directors, partners, affiliates, associates and
officers accept or undertake no responsibility for any statements other than those specifically made, undertaken
or confirmed by such Selling Shareholder in relation to itself and its respective portion of the Offered Shares.
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement to be entered into between the Underwriters, the Selling Shareholders and our Company.
All information, to the extent required in relation to the Offer, shall be made available by our Company, the Selling
Shareholders, severally and not jointly (to the extent the information pertains to such Selling Shareholder and its
respective portion of Offered Shares) and the BRLMs to the public and investors at large and no selective or
additional information would be available for a section of the investors in any manner whatsoever, including at
road show presentations, in research or sales reports, at Bidding centres or elsewhere.
Bidders in the Offer will be required to confirm and will be deemed to have represented to our Company, the
Selling Shareholders, 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 issue, 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
BRLMs, the Selling Shareholders, 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.
Each of the Selling Shareholders, severally and not jointly, is providing information in this Draft Red Herring
Prospectus only in relation to themselves as a selling shareholder and their respective portion of the Offered
Shares, and each of the Selling Shareholders, including their directors, affiliates, partners, trustees, associates, and
officers accept and/ or undertake no responsibility for any statements made or undertakings provided in this Draft
501Red Herring Prospectus other than those specifically made or confirmed by such Selling Shareholder in relation
to itself as a Selling Shareholder and its respective proportion of the Offered Shares. Further, the Selling
Shareholders do not assume responsibility for any other statement, including without limitation, any and all
statements made by or relating to our Company or its business or any other person(s), in this Draft Red Herring
Prospectus.
The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company, the Selling Shareholders and their respective group companies, affiliates or associates or third
parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking
and investment banking transactions with our Company, the Selling Shareholders and their respective group
companies, affiliates or associates or third parties, for which they have received, and may in the future receive,
compensation.
Disclaimer in respect of Jurisdiction
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai only.
This Offer is being made in India to persons resident in India (including individual Indian nationals resident in
India who are competent to contract under the Indian Contract Act, 1872, HUFs, companies, other corporate
bodies and societies registered under the applicable laws in India and authorised to invest in equity shares,
domestic Mutual Funds registered with SEBI, Indian financial institutions, scheduled commercial banks,
multilateral and bilateral development financial institutions, state industrial development corporations, regional
rural banks, co-operative banks (subject to permission from the RBI), trusts under the applicable trust laws and
who are authorised under their respective constitutional documents to hold and invest in equity shares, insurance
companies registered with the Insurance Regulatory and Development Authority of India, provident funds with
minimum corpus of ₹250 million, pension funds with minimum corpus of ₹250 million 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, public financial institutions as specified under Section 2(72)
of the Companies Act, venture capital funds, National Investment Fund set up by the GoI, provident funds and
pension funds fulfilling the minimum corpus requirements under the SEBI ICDR Regulations, insurance funds
set up and managed by the army, navy or air-force of the Union of India, insurance funds set up and managed by
the Department of Post, (India), systematically important NBFCs, permitted Non-residents including FPIs,
Eligible NRIs, AIFs, FVCIs (under Schedule I of the FEM NDI Rules) and other eligible foreign investors, if any,
provided that they are eligible under all applicable laws and regulations to subscribe to or purchase the Equity
Shares.
This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to
Equity Shares offered hereby, 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.
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 Draft
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 or in the affairs of the Selling Shareholders from the date hereof or that the information contained
herein is correct as of anytime subsequent to this date.
This Draft Red Herring Prospectus does not constitute offer to sell or an invitation to subscribe to or purchase the
Equity Shares in the Offer in any jurisdiction, other than in India to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction, including India. 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. Invitations
to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus
if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring
Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India.
502No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer
outside India.
Eligibility and Transfer Restrictions
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States, and unless so registered, and may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold outside the United States in ‘offshore transactions’ as defined in and in
reliance on Regulation S of the U.S. Securities Act and the applicable laws of the jurisdiction where those
offers and sales occur/ are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issued or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
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. 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 offshore 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 Limited
As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The disclaimer clause as
intimated by BSE to us, post scrutiny of this Draft Red Herring Prospectus shall be included in the Red Herring
Prospectus and the Prospectus prior to filing with the RoC.
Disclaimer Clause of National Stock Exchange of India Limited
As required, a copy of this Draft Red Herring Prospectus shall be submitted to NSE. The disclaimer clause as
intimated by NSE to us, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring
Prospectus and the Prospectus prior to filing with the RoC.
Listing
The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on the
Stock Exchanges. Applications will be made to the Stock Exchanges for obtaining permission for listing and
trading of the Equity Shares being offered and sold in the Offer. [●] will be the Designated Stock Exchange, with
which the Basis of Allotment will be finalized for the Offer.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus in accordance with applicable law. 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. Any expense incurred by our Company on behalf of any of the Selling Shareholders with
regard to interest on such refunds will be reimbursed by such Selling Shareholders in proportion to its respective
portion of the Offered Shares. For the avoidance of doubt, subject to applicable law, a Selling Shareholders shall
not be responsible to pay and/or reimburse any expenses towards refund or any interest thereon for any delay,
unless such failure or default or delay, as the case may be, is by, and is directly attributable to, an act or omission,
of to such Selling Shareholders and such liability shall be limited to the extent of its respective portion of the
Offered Shares.
Each of the Selling Shareholders undertake to provide such reasonable assistance and extend reasonable
cooperation as may be required and requested by our Company, to the extent such assistance and cooperation is
required from such Selling Shareholders in relation to their respective Offered Shares to facilitate the process of
listing and commencement of trading of the Equity Shares on the Stock Exchanges, within such time prescribed
by SEBI.
503Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working Days of the
Bid/Offer Closing Date or such other period as may be prescribed by SEBI. If our Company does not allot Equity
Shares pursuant to the Offer within three Working Days from the Bid/Offer Closing Date or within such period
as may be prescribed by 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 delayed period or such other
rate as may be prescribed by the SEBI.
Consents
Consents in writing of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer,
our Chief Financial Officer, legal counsel to the Company, Bankers to our Company, the BRLMs, the Registrar
to the Offer, Industry data provider, Practicing company secretary, Independent chartered engineer, the Statutory
Auditors of our Company in their respective capacities have been obtained; and consents in writing of the
Syndicate Members, Public Offer Account Bank, Sponsor Bank, Escrow Collection Bank and Refund Bank to act
in their respective capacities, have been obtained and filed along with a copy of the Red Herring Prospectus with
the RoC as required under the Companies Act. Further, such consents (a) have not been withdrawn as on the date
of this Draft Red Herring Prospectus; and (b) shall not be withdrawn up to the time of filing of the Red Herring
Prospectus with RoC.
Expert to the Offer
Except as stated below, our Company has not obtained any expert opinions:
(i) Our Company has received written consent dated August 27, 2025 from ASA & Associates LLP, Chartered
Accountants to include their name as required under section 26(1) of the Companies Act read with SEBI
ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38)
of the Companies Act to the extent and in their capacity as our Statutory Auditors, and in respect of their
(i) examination report dated August 27, 2025 on the Restated Consolidated Financial Information; and (ii)
their certificate dated August 27, 2025 on the statement of special tax benefits available to our Company,
its Shareholders and Material Subsidiaries, included 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 also received written consent dated August 29, 2025 from Deepak Goel & Associates,
Companies Secretaries to include their name as required under section 26(1) of the Companies Act 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 to the extent and in their capacity as practicing company
secretary in respect to their certificate dated August 29, 2025 and such consent has not been withdrawn as
on the date of this Draft Red Herring Prospectus.
(iii) Our Company has also received written consent dated August 29, 2025 from Deepanshu Tyagi,
Independent Chartered Engineer, to include their name as required under section 26(1) of the Companies
Act 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 to the extent and in their capacity as independent
chartered engineer in respect to their certificate dated August 29, 2025 certifying details of production
capacity and capacity utilisation, amongst others and such consent has not been withdrawn as on the date
of this Draft Red Herring Prospectus.
The abovementioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.
Particulars regarding public or rights issues by our Company during the last five years and performance
vis-à-vis objects
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 and listed Promoters
504As on the date of this Draft Red Herring Prospectus, our Company does not have a corporate promoter or a listed
subsidiary.
Commission or brokerage paid on previous issues of the Equity Shares
Since this is the initial public offering of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the
five years preceding the date of this Draft Red Herring Prospectus.
Capital issues during the previous three years by our Company
Except as disclosed in “Capital Structure” on page 114 our Company has not undertaken any capital issues in
the last three years immediately preceding the date of this Draft Red Herring Prospectus.
Capital issue during the previous three years by listed group companies, subsidiaries or associates of our
Company
None of our Subsidiaries are listed and have undertaken a capital issue in the last three years preceding the date
of this Draft Red Herring Prospectus. Except for Toyota Tsusho Corporation which is listed on the Tokyo stock
exchange, none of our Group Companies are listed on any stock exchange. Furthers, our listed Group Company
has not undertaken any capital issue in the last three years preceding the date of this Draft Red Herring Prospectus.
505Price information of past issues handled by the Book Running Lead Managers (during the current Fiscal and two Fiscals preceding the current Fiscal)
A. Equirus Capital Private Limited
Price information of past issues handled by Equirus Capital Private Limited (during the current Fiscal and two Fiscals preceding the current financial year):
Sr. Issue Name Issue Size ( Issue Listing Date Opening Price on listing +/- % change in closing price, [+/- +/- % change in closing price, [+/- +/- % change in closing price, [+/-
No. ₹ million) Price (₹ date % change in closing benchmark]- % change in closing benchmark]- % change in closing benchmark]-
) (₹) 30th calendar days from listing 90th calendar days from listing 180th calendar days from listing
Dee Development +81.16% +47.44% +56.33%
1. 4,180.15 203.001 June 26, 2024 339.00
Engineers Limited$ [+2.25%] [+8.67%] [-1.18%]
Ecos (India) Mobility & September 04, +42.28% -0.51% -46.42%
2. 6,012.00 334.00 390.00
Hospitality Limited$ 2024 [+0.20%] [-3.66%] [-12.20%]
September 16, -19.45% -9.21% -26.15%
3. Kros s Limited$ 5,000.00 240.00 240.00
2024 [-1.29%] [-2.42%] [-11.77%]
Godavari Biorefineries -0.16% -35.24% -49.47%
4. 5,547.50 352.00 October 30, 2024 310.55
Limited# [-1.12%] [-5.72%] [-0.91%]
Concord Enviro December 27, -8.15% -27.98% -18.52%
5. 5,003.26 701.00 832.00
Systems Limited# 2024 [-3.19%] [-1.79%] [+4.26%]
Senores
December 30, +28.49% +45.93% +45.32%
6. Pharm aceuticals 5,821.10 391.00 600.00
2024 [-2.91%] [-0.53%] [+8.43%]
Limited$
Unimech Aerospace and December 31, +65.87% +23.08% +67.39%
7. 5,000.00 785.00 1,491.00
Manufacturing Limited# 2024 [-2.06%] [-0.93%] [+7.58%]
+22.90%
8. Criza c Limited# 8,600.00 245.00 July 09, 2025 280.00 N.A. N.A.
[-3.49%]
506Sr. Issue Name Issue Size ( Issue Listing Date Opening Price on listing +/- % change in closing price, [+/- +/- % change in closing price, [+/- +/- % change in closing price, [+/-
No. ₹ million) Price (₹ date % change in closing benchmark]- % change in closing benchmark]- % change in closing benchmark]-
) (₹) 30th calendar days from listing 90th calendar days from listing 180th calendar days from listing
M & B Engineering
9. 6,500.00 385.00 August 06, 2025 385.00 N.A. N.A. N.A.
Limited$
10. Vikra m Solar Limited$ 20,793.69 332.00 August 26, 2025 338.00 N.A. N.A. N.A.
Source: www.bseindia.com and www.nseindia.com for price information and prospectus/basis of allotment for issue details.
Notes:
1. A discount of ₹19 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of Dee Development Engineers Limited IPO
2. A discount of ₹36 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of M & B Engineering Limited IPO
3. Price on Designated Stock Exchange of the respective Issuer is considered for all of the above calculations.
4. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
5. N.A. (Not Applicable) – Period not completed.
# The S&P BSE SENSEX is considered as the Benchmark Index
$ The S&P CNX NIFTY is considered as the Benchmark Index
Summary statement of price information of past public issues handled by Equirus Capital Private Limited:
Financial Year Total no. Total funds raised Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as
of IPOs (₹ million) on 30th calendar day from listing on 30th calendar day from listing on 180th calendar day from listing on 180th calendar day from listing
date date date date
Over Between 25%- Less Over Between 25%- Less Over Between 25%- Less Over Between 25%- Less
50% 50% than 50% 50% than 50% 50% than 50% 50% than
25% 25% 25% 25%
3 35,893.69 - - - - - 1 - - - - - -
2025-2026*
2024-2025 7 36,564.01 - - 3 2 2 - - 3 1 2 1 -
2023-2024 8 61,882.55 - 1 1 2 2 2 - 1 2 3 2 -
* The information is as on the date of this Offer Document.
The information for each of the financial years is based on issues listed during such financial year.
B. ICICI Securities Limited
The price information of past issues handled by ICICI Securities is as follows:
TABLE 1
507+/- % change in closing +/- % change in closing +/- % change in closing
Opening
price, [+/- % change in price, [+/- % change in price, [+/- % change in
Issue Size Issue Price on
Sr. No. Issue Name Listing Date closing benchmark]- 30th closing benchmark]- 90th closing benchmark]-
(Rs. Mn.) Price (Rs.) Listing
calendar days from calendar days from 180th calendar days from
Date
listing listing listing
December 30,
1 Ventive Hospitality Limited^^ 16,000.00 643.00(1) 716.00 + 5.51% [-2.91%] + 10.80% [-0.53%] +7.10% [8.43%]
2024
2 Ajax Engineering Limited^^ 12,688.84 629.00(2) February 17, 2025 576.00 -2.86% [-0.55%] + 6.78% [+8.97%] +12.42% [7.28%]
3 Aegis Vopak Terminals Limited^ 28,000.00 235.00 June 02, 2025 220.00 +3.74% [+2.86%] + 5.09% [-1.92%] NA*
4 Schloss Bangalore Limited^^ 35,000.00 435.00 June 02, 2025 406.00 -6.86% [+3.34%] -8.17% [-1.17%] NA*
5 Kalpataru Limited^^ 15,900.00 414.00(3) July 01, 2025 414.00 -2.83% [-2.69%] NA* NA*
6 Travel Food Services Limited^^ 20,000.00 1,100.00(4) July 14, 2025 1,125.00 +5.13% [-2.37%] NA* NA*
7 Indiqube Spaces Limited^^ 7,000.00 237.00(5) July 30, 2025 216.00 -9.64% [-1.42%] NA* NA*
8 Brigade Hotel Ventures Limited^^ 7,596.00 90(6) July 31, 2025 81.10 NA* NA* NA*
9 Aditya Infotech Limited^^ 13,000.00 675.00(7) August 05, 2025 1,015.00 NA* NA* NA*
National Securities Depository
10 40,109.54 800.00(8) August 06, 2025 880.00 NA* NA* NA*
Limited^
*Data not available
^BSE as designated stock exchange
^^NSE as designated stock exchange
(1) Discount of Rs. 30 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 643.00 per equity share
(2) Discount of Rs. 59 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 629.00 per equity share
(3) Discount of Rs. 38 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 414.00 per equity share
(4) Discount of Rs. 104 per equity share offered to eligible employees. All calculations are based on Issue price 1,100.00 per equity share
(5) Discount of Rs. 22 per equity share offered to eligible employees. All calculations are based on Issue price 237.00 per equity share
(6) Discount of Rs. 3 per equity share offered to eligible employees. All calculations are based on Issue price 90.00 per equity share
(7) Discount of Rs. 60 per equity share offered to eligible employees. All calculations are based on Issue price 675.00 per equity share
(8) Discount of Rs. 76 per equity share offered to eligible employees. All calculations are based on Issue price 800.00 per equity share
508TABLE 2: SUMMARY STATEMENT OF DISCLOSURE
No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Total Total amount of
Financial 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
no. of funds raised
Year Over Between Less than Over Between Less than Over Between Less than Over Between Less than
IPOs (Rs. Mn.)
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2025-26* 8 166,605.54 - - 3 - - 2 - - - - - -
2024-25 23 6,47,643.15 - - 5 4 8 6 - 3 5 6 4 5
2023-24 28 2,70,174.98 - - 8 5 8 7 - 1 4 10 5 8
* This data covers issues up to YTD
Notes:
1. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.
2. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the
respective Issuer Company.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have
considered the closing data of the previous trading day
C. Motilal Oswal Investment Advisors Limited
1. Price information of past issues handled by Motilal Oswal Investment Advisors Limited (during the current Fiscal and two Fiscals preceding the current
financial year):
+/- % change in closing +/- % change in closing +/- % change in closing
Opening
price, [+/- % change in price, [+/- % change in price, [+/- % change in
S. Issue Size Issue price Price on
Issue Name Listing Date closing benchmark]- 30th closing benchmark]- 90th closing benchmark]-
No. (₹ million) (₹) listing date
calendar days from calendar days from 180th calendar days
(in ₹)
listing listing from listing
Gem Aromatics Limited NSE 4,512.50 325 August 28, 333.10 Not applicable Not applicable
1.
2025
Sri Lotus Developers and Realty Limited NSE 7920.00 150.00 August 06, 178.00 Not applicable Not applicable
2.
2025
National Securities Depository Limited BSE 40,109.54 800.00 August 06, 880.00 Not applicable Not applicable
3.
2025
4. GNG Electronics Limited NSE 4604.35 237.00 July 30, 2025 355.00 42.55% [-1.42%] Not applicable
5. HDB Financial Services Limited NSE 125,000.00 740.00 July 02, 2025 835.00 2.51% [-2.69%] Not applicable
6. Sambhv Steel Tubes Limited NSE 5400.00 82.00 July 02, 2025 110.00 55.74% [-2.69%] Not applicable
7. Ellenbarrie Industrial Gases Limited NSE 8,525.25 400.00 July 01, 2025 486.00 41.09% [-2.69%] Not applicable
8. Schloss Bangalore Limited NSE 35,000.00 435.00 June 02, 2025 406.00 -6.86% [3.34%] Not applicable
509+/- % change in closing +/- % change in closing +/- % change in closing
Opening
price, [+/- % change in price, [+/- % change in price, [+/- % change in
S. Issue Size Issue price Price on
Issue Name Listing Date closing benchmark]- 30th closing benchmark]- 90th closing benchmark]-
No. (₹ million) (₹) listing date
calendar days from calendar days from 180th calendar days
(in ₹)
listing listing from listing
Dr. Agarwals Health Care Limited BSE 30,272.60 402.00 February 04, 396.90 +3.82% [-6.18%] -12.44% [+2.44%]
9.
2025
Laxmi Dental Limited BSE 6980.60 428.00 January 20, 528.00 +0.37% [-1.17%] -4.98% [+1.92%]
10.
2025
Source: www.nseindia.com and www.bseindia.com
Notes:
1. The S&P CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index, depending upon the Designated Stock Exchange.
2. Price is taken from NSE or BSE, depending upon Designated Stock Exchange for the above calculations.
3. The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days is a trading holiday, the previous trading day is considered for the computation.
We have taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate
the % change in closing price of the benchmark as on 30th, 90th and 180th day
4. Not applicable – Period not completed.
2. Summary statement of price information of past issues handled by Motilal Oswal Investment Advisors Limited:
No. of IPOs trading at discount - 30th No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Total Total amount of
calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
Fiscal no. of funds raised
Between Less than Between Less than Between Less than Between Less than
IPOs (₹ million) Over 50% Over 50% Over 50% Over 50%
25-50% 25% 25-50% 25% 25-50% 25% 25-50% 25%
2025- 8 231,071.64 - - 1 1 2 1 - - - - - 1
2026
2024- 7 108,356.97 - - 2 1 - 4 - 1 1 - 1 3
2025
2023- 7 62,704.34 - - 2 - 1 4 - - 2 - 2 3
2024
The information for each of the financial years is based on issues listed during such financial year.
Notes: Since 30 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.
Data for number of IPOs trading at premium/discount taken at closing price on NSE or BSE on the respective date, depending upon the Designated Stock Exchange.
510Track record of past issues handled by the Book Running Lead Managers
For details regarding the track record of the Book Running Lead Managers, as specified in circular (reference
CIR/MIRSD/1/2012) dated January 10, 2012 issued by SEBI, please see the websites of the Book Running Lead
Managers, as set forth in the table below:
S. No. Name of the Book Running Lead Manager Website
1. Equirus Capital Private Limited www.equirus.com
2. ICICI Securities Limited www.icicisecurities.com
3. Motilal Oswal Investment Advisors Limited www.motilaloswalgroup.com
Stock Market Data of Equity Shares
This being an initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange as on the date of this Draft Red Herring Prospectus and accordingly, no stock market data is
available for the Equity Shares.
Mechanism for Redressal of Investor Grievances in the Offer
The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least
eight years from the last date of dispatch of the letters of allotment and demat credit to enable the investors to
approach the Registrar to the Offer for redressal of their grievances.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in
case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may
also write to the BRLMs or the Registrar to the Offer, in the manner provided below.
All Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving
full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client
ID, UPI ID, PAN, address of Bidder, number of the Equity Shares applied for, ASBA Account number in which
the amount equivalent to the Bid Amount was blocked (for Bidders other than UPI Bidders) or the UPI ID (for
UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum Application
Form and the name and address of the relevant Designated Intermediary where the Bid was submitted. Further,
the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediary
in addition to the documents or information mentioned hereinabove. For Offer-related grievances, investors may
contact the BRLMs, details of which are given in “General Information – Book Running Lead Managers” on
page 104.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the
Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration
of delay exceeding two Working Days from the Bid / Offer Closing Date by the intermediary responsible for
causing such delay in unblocking. The BRLMs, in its sole discretion, may identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking.
The SEBI ICDR Master Circular streamlines the process to 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.
In terms of SEBI ICDR Master Circular issued by the SEBI, 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
511concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve
these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15%
per annum for any delay beyond this period of 15 days. Further, in terms of SEBI ICDR Master Circular, the
payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to
the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each
application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor
complaints has been paid by the SCSB.
Separately, in accordance with 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 issue, 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 From the date on which the request for
cancelled / withdrawn / the Bid Amount, whichever is cancellation / withdrawal / deletion is
deleted applications higher placed on the bidding platform of the Stock
Exchanges till the date of actual unblock
Blocking of multiple 1. Instantly revoke the blocked From the date on which multiple amounts
amounts for the same Bid funds other than the original were blocked till the date of actual unblock
made through the UPI application amount; and
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 From the date on which the funds to the
than the Bid Amount amount, i.e., the blocked amount excess of the Bid Amount were blocked till
less the Bid Amount; and the date of actual unblock
2. ₹100 per day or 15% per annum
of the difference amount,
whichever is higher
Delayed unblock for non- ₹100 per day or 15% per annum of From the Working Day subsequent to the
Allotted/ partially Allotted the Bid Amount, whichever is finalisation of the Basis of Allotment till
applications higher the date of actual unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the BRLMs shall be liable to compensate the investor by ₹100
per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the
period ranging from the day on which the investor grievance is received till the date of actual unblock.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges,
with a copy to the Registrar to the Offer.
Disposal of Investor Grievances by our Company
Our Company shall obtain authentication on the SEBI SCORES platform and will comply with the SEBI Circular
No: CIR/OIAE/1/2013 dated April 17, 2013, SEBI Circular No: SEBI/HO/ OIAE/IGRD/CIR/P/2023/156 dated
September 20, 2023 and the SEBI Circular No: SEBI/HO/OIAE/IGRD/CIR/P/2023/183 dated December 1, 2023,
in relation to redressal of investor grievances through SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB
in case of ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working Days from the date
of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company will seek to redress these complaints as expeditiously as possible.
Our Company has not received any investor grievances in the last three Fiscals prior to the filing of this Draft Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this
Draft Red Herring Prospectus.
512Our Company has constituted a Stakeholders Relationship Committee to review and redress the grievances of
security holders of our Company. For further details, see “Our Management- Board Committees- Stakeholders
Relationship Committee” on page 318.
Our Company has appointed Srishti Saxena as the Company Secretary and Compliance Officer. For details, see
“General Information” on page 103.
Exemption from complying with any provisions of securities laws, if any, granted by the Securities and
Exchange Board of India
An exemption application dated August 29, 2025 under Regulation 300(1)(c) of SEBI ICDR Regulations has been
submitted by our Company to SEBI along with this Draft Red Herring Prospectus for seeking exemption from
SEBI from strict compliance with the disclosure requirements concerning (i) CMR-Chiho Recycling Technologies
Private Limited; (ii) CMR Chiho Industries India Private Limited ; (iii) Kataria Automobiles Private Limited in
the Offer Documents in their capacity as a group company and joint venture of our Company, as applicable, based
on confirmations and undertakings that would typically be provided by a group company and joint ventures, as
applicable.
In view of non-receipt of the relevant confirmations and undertakings by (i) CMR-Chiho Recycling Technologies
Private Limited; (ii) CMR Chiho Industries India Private Limited ; (iii) Kataria Automobiles Private Limited, in
order to comply with the disclosure requirements specified under the SEBI ICDR Regulations, our Company has
disclosed such details pertaining to (i) CMR-Chiho Recycling Technologies Private Limited; (ii) CMR Chiho
Industries India Private Limited ; (iii) Kataria Automobiles Private Limited in the section titled “Our Group
Companies” and “Our Subsidiaries and Joint Ventures” on pages 332 and 294, only to the extent such
information is publicly available from the websites of certain government authorities and other public databases.
See “Risk Factors- CCIIPL, CMRC and KAPL which have been identified as a group company of the Company
and CCIIPL and CMRC which have been identified as a joint venture of the Company in terms of the SEBI
ICDR Regulations, have not provided information or any confirmations or undertakings pertaining to itself
that are required to be disclosed in relation to a company identified as a group company and/or joint venture
in this Draft Red Herring Prospectus” on page 86.
Other confirmations
No person connected with the Offer, including but not limited to our Company, our Subsidiaries, the BRLMs, the
Syndicate Members, the Promoters, our Directors or the members of the Promoter Group shall offer in any manner
whatsoever any incentive, whether direct or indirect, 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 Offer.
513SECTION VII - OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to this Offer shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, the SCRA, SCRR, our MoA, AoA, SEBI Listing Regulations, the terms
of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the Abridged Prospectus, the
Bid cum Application Form, the Revision Form, the CAN, Allotment Advice and other terms and conditions as
may be incorporated in Allotment Advice and other documents or certificates that may be executed in respect of
this Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and
regulations relating to the issue of capital, transfer of securities and listing and trading of securities offered from
time to time by SEBI, the GoI, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date
of this Offer and to the extent applicable, or such other conditions as may be prescribed by such governmental,
regulatory or statutory authority while granting its approval for the Offer.
The Offer
The Offer comprises an Offer for Sale by the Selling Shareholders.
Ranking of the Equity Shares
The Equity Shares being offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions
of the Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations, SCRA, SCRR, our
Memorandum of Association and Articles of Association and shall rank pari passu in all respects with the existing
Equity Shares, including in respect of the right to receive dividend, voting and other corporate benefits. The
Allottees, upon Allotment of Equity Shares under the Offer, will be entitled to dividend and other corporate
benefits, if any, declared by our Company after the date of Allotment. For further details, see “Description of
Equity Shares and Terms of the Articles of Association” on page 546.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the
Companies Act, 2013, our Memorandum of Association and Articles of Association, dividend distribution policy
of our Company (pursuant to transfer of Equity Shares from the Offer for Sale), the SEBI Listing Regulations and
any other guidelines or directions which may be issued by the Government in this regard. All dividends, if any,
declared by our Company after the date of Allotment, will be payable to the Bidders who have been Allotted
Equity Shares in the Offer, in accordance with applicable law. For details, in relation to dividends, see “Dividend
Policy” and “Description of Equity Shares and Terms of Articles of Association” on pages 337 and 546
respectively.
Face Value, Floor Price, Price Band and Offer Price
The face value of each Equity Share is ₹ 2 and the Offer Price is ₹ [●] per Equity Share. The Floor Price is ₹ [●]
per Equity Share and the Cap Price is ₹ [●] per Equity Share, being the Price Band. The Anchor Investor Offer
Price is ₹ [●] per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot for the Offer will be decided by our Company in
consultation with the BRLMs, in accordance with applicable law and shall be published in [●] editions of [●] (a
widely circulated English national daily newspaper), and [●] editions of [●] (a widely circulated Hindi national
daily newspaper, Hindi also being the regional language of Haryana, where our Registered and Corporate Office
is located), at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the
Stock Exchanges for the purpose of uploading the same on their websites. The Price Band, along with the relevant
financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application
Forms available on the respective websites of the Stock Exchanges. The Cap Price shall be at least 105% of the
Floor Price.
The Offer Price shall be determined by our Company in compliance with the SEBI ICDR Regulations and in
consultation with the BRLMs after the Bid/Offer Closing Date, on the basis of assessment of market demand for
the Equity Shares offered by way of Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares, unless otherwise permitted
by law.
514Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles of Association, the
Equity Shareholders shall have the following rights:
• the right to receive dividends, if declared;
• the right to attend general meetings and exercise voting rights, unless prohibited by law;
• the right to vote on a poll either in person or by proxy, or ‘e-voting’ in accordance with the provisions of the
Companies Act;
• the right to receive offers for rights shares and be allotted bonus shares, if announced;
• the right to receive any surplus on liquidation, subject to any statutory and other preferential claim being
satisfied;
• the right of free transferability, subject to applicable laws including rules framed by RBI and foreign
exchange regulations; and
• such other rights, as may be available to a shareholder of a listed public company under applicable law
including the Companies Act, 2013, the terms of the SEBI Listing Regulations and our Memorandum and
Articles of Association.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and
Terms of Articles of Association” on page 546.
Allotment of Equity Shares only in dematerialised form
Pursuant to section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. Bidders will not have the option of Allotment of the Equity Shares in
physical form. Hence, the Equity Shares offered through the Red Herring Prospectus can be applied for in
dematerialised form only.
As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the
Stock Exchanges.
In this context, our Company has entered into the following agreements with the respective Depositories and
Registrar to the Offer:
• Tripartite Agreement dated August 21, 2025 among CDSL, our Company and the Registrar to the Company;
• Tripartite Agreement dated June 1, 2018 among NSDL, our Company* and the Registrar to the Company
*In the name of the Century Metal
Market Lot and Trading Lot
Since trading of the Equity Shares on the Stock Exchanges shall only be in dematerialised/ electronic form, the
tradable lot is one Equity Share. Allotment of Equity Shares in this Offer will be only in dematerialised/ electronic
form in multiples of [●] Equity Share of face value of ₹2 each, subject to a minimum Allotment of [●] Equity
Shares of face value of ₹2 each. For further details, see “Offer Procedure” on page 525.
Joint Holders
Subject to the provisions of our Articles of Association, where two or more persons are registered as the holders
of any Equity Share, they shall be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Jurisdiction
The competent courts of Mumbai, Maharashtra, India will have exclusive jurisdiction in relation to this Offer.
515Period of operation of subscription list
See “Bid/Offer Period” on page 516.
Nomination facility to Investors
In accordance with section 72 of the Companies Act, 2013, 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 to the exclusion of all other persons, unless the
nomination is varied or cancelled in the prescribed manner. 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 such
person would be entitled if they 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, or alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or varied by
nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the
nomination by giving a notice of such cancellation or variation to our Company in the manner prescribed. A buyer
will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination can be made only on the
prescribed form, which is available on request at our Registered and Corporate Office or to the registrar and
transfer agents of our Company.
Further, any person who becomes a nominee by virtue of the provisions of section 72 of the Companies Act, 2013
shall upon the production of such evidence as may be required by our 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, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board
may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode, there shall be no
requirement for a separate nomination with our Company. Nominations registered with respective Collecting
Depository Participant of the Bidder would prevail. If Bidders wish to change their nomination, they are requested
to inform their respective Collecting Depository Participant.
A.Z Bid/Offer Period
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)(3)
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with
SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening
Date in accordance with the SEBI ICDR Regulations
(2) Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one Working Day
prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5:00 pm on Bid/Offer Closing Date.
An indicative timeline in respect of the Offer is set out below:
Event Indicative 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 On or about [●]
from ASBA 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 two Working Days from the Bid/Offer Closing Date for cancelled/ withdrawn/ deleted ASBA Forms,
the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher
516from 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 of ₹100 per day or 15% per annum
of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which
such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount,
the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever
is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking
of non-allotted/ partially allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be
compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire
duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the SCSB responsible for causing such
delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. The Bidders shall be compensated in the manner specified in the SEBI ICDR Master
Circular which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with
the SCSBs, to the extent applicable, issued by SEBI, and any other applicable law in case of delays in resolving investor
grievances in relation to blocking/unblocking of funds. The processing fees for applications made by the UPI Bidders may be
released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR
Mater Circular.
The above timetable is indicative and does not constitute any obligation or liability on our Company, the
Selling Shareholders or the BRLMs. Whilst our Company shall ensure that all steps for the completion of
the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock
Exchanges are taken within three Working Days from the Bid/Offer Closing Date or such other period as
may be prescribed by SEBI, with reasonable support and co-operation from each of the Selling
Shareholders, as may be required in respect of its respective portion of the Offered Shares, the timetable
may be extended due to various factors, such as extension of the Bid/Offer Period by our Company, in
consultation with the BRLMs, revision of the Price Band, or any delay in receiving the final listing and
trading approval from the Stock Exchanges and delay in respect of final certificates from the 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. Each Selling Shareholder, severally and not jointly, confirms
that it shall extend such reasonable assistance and co-operation as required by our Company and the
BRLMs, in relation to its respective portion of Offered Shares, for the completion of the necessary
formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges within
three Working Days from the Bid/Offer Closing Date, or within such other period as prescribed by SEBI.
The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the
SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the
Bid/ Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such
applications by the closing hours of the Working Day and submit the confirmation to the BRLMs and the
Registrar to the Offer 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, would be rejected.
In terms of the UPI Circulars, in relation to the Offer, the Book Running Lead Managers will be required to submit
reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing
procedure within three Working Days from the Bid/ Offer Closing Date or such other time as prescribed by SEBI,
identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the
reasons associated with it.
Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes
to the listing timelines. Further, the offer procedure is subject to change to any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors)
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian
Standard Time (“IST”)
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts)–For RIBs, other than QIBs
and NIIs
517Submission of Electronic Applications (Bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through Online channels like Internet Banking, Mobile
Banking and Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Only between 10.00 a.m. and up to 3.00 p.m. IST
Non-Retail, Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Retail, Non-Individual Applications of QIBs and NIIs
where Bid Amount is more than ₹500,000)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. and up to 4.00 p.m. IST on
Institutional Investors categories# Bid/Offer Closing Date
Upward or downward Revision of Bids or cancellation Only between 10.00 a.m. and up to 5.00 p.m. on
of Bids by RIIs Bid/Offer Closing Date
*UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Offer Closing Date.
#QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/ Offer Closing Date, Bids shall be uploaded until:
(a) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
(b) 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs.
On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by Retail Individual Bidders, after taking into account the total number of Bids received and as reported
by the BRLMs to the Stock Exchanges.
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, would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring
Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Offer
Closing Date, some Bids may not get uploaded due to lack of sufficient time to upload. Such Bids that cannot be
uploaded will not be considered for allocation under this Offer. Bids and any revision in Bids will be accepted
only during Working Days during the Bid/ Offer Period. Bidders may please note that as per letter no.
List/SMD/SM/2006 dated July 3, 2006, and letter no. NSE/IPO/25101-6 dated July 6, 2006, issued by BSE and
NSE, respectively, Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public holidays
as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated
Intermediary in the electronic system to be provided by the Stock Exchanges. None among our Company, any
Selling Shareholders or any member of the Syndicate is liable for any failure in (i) uploading the Bids due to faults
in any software/ hardware system or otherwise; and (ii) the blocking of Bid Amount in the ASBA Account on
receipt of instructions from the Sponsor Bank on account of any errors, omissions or non-compliance by various
parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. The
Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the
Bid/Offer Period till 5:00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.
Our Company, in consultation with the BRLMs, reserves the right to revise the Price Band during the Bid/Offer
Period in accordance with the SEBI ICDR Regulations. 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. In all circumstances, the Cap Price shall be at least 105% of the Floor Price and less
than or equal to 120% of the Floor Price. The Floor Price will not be less than the face value of the Equity Shares.
In case of revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional
Working Days after such revision, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases
of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with
the BRLMs, for reasons to be recorded in writing, may extend the Bid/Offer Period for a minimum of one
518Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days, in compliance with the
SEBI ICDR Regulations. Any revision in Price Band, and the revised Bid/Offer Period, if applicable, shall
be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by
indicating the change on the websites of the BRLMs and terminals of the Syndicate Members and by
intimation to the Designated Intermediaries and the Sponsor Bank(s), 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-a-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 may be taken as
the final data for the purpose of Allotment.
Minimum Subscription
As this is an offer for sale by the Selling Shareholders, the requirement of minimum subscription is not applicable
to the Offer in accordance with the SEBI ICDR Regulations.
In the event our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b)
of the SCRR, including through devolvement of Underwriters, as applicable, within sixty (60) days from the date
of Bid Closing Date, or if the subscription level falls below the thresholds mentioned above after the Bid/Offer
Closing Date, on account of withdrawal of applications or after technical rejections or any other reason, or if the
listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares being offered under
the Red Herring Prospectus, our Company shall forthwith refund the entire subscription amount in accordance
with applicable law.
If there is a delay beyond four days, our Company, and every Director of our Company, who is an officer in
default, to the extent applicable, shall pay interest at the rate of 15% per annum in accordance with the SEBI ICDR
Regulations and any other applicable law. None of the Selling Shareholders shall be responsible or liable for
payment of such interest, unless such delay is solely and directly attributable to an act or omission of the respective
Selling Shareholder in relation to its respective portion of the Offered Shares.
The requirement for minimum subscription is not applicable for the Offer for Sale.
Further, in accordance with regulation 49(1) of the SEBI ICDR Regulations, 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, 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 law, 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 Offer.
Withdrawal of the Offer
Our Company and the Selling Shareholders, in consultation with the BRLMs, reserves the right not to proceed
with the Offer for Sale, in whole or in part thereof, after the Bid/Offer Opening Date but before the Allotment. In
such an event, our Company would issue a public notice in the newspapers in which the pre-Offer advertisements
were published, within two days of the Bid/Offer Closing Date or such other time as may be prescribed by SEBI,
providing reasons for not proceeding with the Offer and inform the Stock Exchanges promptly on which the
Equity Shares are proposed to be listed. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs
and the Sponsor Banks (in case of UPI Bidders), to unblock the bank accounts of the ASBA Bidders, and shall
notify the Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day
from the date of receipt of such notification and also inform the Bankers to the Offer to process refunds to the
Anchor Investors, as the case may be. The notice of withdrawal will be issued in the same newspapers where the
pre-Offer advertisements have appeared, and the Stock Exchanges will also be informed promptly.
519Notwithstanding the foregoing, this Offer is also subject to (i) the filing of the Prospectus with the RoC; and (ii)
obtaining the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after
Allotment.
If our Company, in consultation with the Book Running Lead Managers withdraws the Offer after the Bid/Offer
Closing Date and thereafter determine that it will proceed with an issue of the Equity Shares, our Company shall
file a fresh draft red herring prospectus with SEBI.
Restrictions, if any on transfer and transmission of Equity Shares
Except for lock-in of the pre-Offer equity share capital of our Company, lock-in of our Promoters’ minimum
contribution under the SEBI ICDR Regulations and the Anchor Investor lock-in as provided in “Capital
Structure” on page 114 and except as provided under the Articles of Association, 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 Articles of Association. For details, see “Description
of Equity Shares and Terms of Articles of Association” on page 546.
520OFFER STRUCTURE
The Offer is being made through the Book Building Process. The Offer of up to 42,890,735 Equity Shares of face
value of ₹2 each for cash at a price of ₹[●] per Equity Share, aggregating to ₹[●] million comprising an Offer for
Sale by the Selling Shareholders. For details, see “The Offer” on page 95.
In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 6(1) and Regulation 31 of the SEBI ICDR Regulations:
Particulars Qualified Institutional Non-Institutional Retail Individual
Buyers (QIBs)(1) Bidders Bidders
Number of Equity Not more than [●] Equity Not less than [●] Equity Not less than [●] Equity
Shares available for Shares of face value of ₹2 Shares of face value of ₹2 Shares of face value of
Allotment/allocation(2) each each available for ₹2 each available for
allocation or Offer less allocation or Offer less
allocation to QIB Bidders allocation to QIB
and RIBs Bidders and Non-
Institutional Bidders
Percentage of Offer Not more than 50% of the Not less than 15% of the Not less than 35% of the
size available for Offer shall be available for Offer or the Offer less Offer or the Offer less
Allotment/allocation allocation to QIB Bidders. allocation to QIB Bidders allocation to QIB
and Retail Individual Bidders and Non-
However, up to 5% of the Bidders Institutional Bidders
Net QIB Portion (excluding
the Anchor Investor Portion)
shall be available for
allocation proportionately to
Mutual Funds only. Mutual
Funds participating in the
Mutual Fund Portion will
also be eligible for allocation
in the remaining balance Net
QIB Portion (excluding the
Anchor Investor Portion).
The unsubscribed portion in
the Mutual Fund Portion will
be added to the Net QIB
Portion
Basis of Proportionate as follows The Allotment of Equity The Allotment to each
Allotment/allocation (excluding the Anchor Shares to each Non- Retail Individual
if respective category Investor Portion): Institutional Bidder shall Bidder shall not be less
is oversubscribed* (a) up to [●] Equity Shares not be less than the than the minimum Bid
of face value of ₹2 each minimum application size, lot, subject to
shall be available for subject to availability of availability of Equity
allocation on a Equity Shares in the Non- Shares in the Retail
proportionate basis to Institutional Portion, and Portion and the
Mutual Funds only; and the remainder, if any, shall remaining available
(b) [●] Equity Shares of be Allotted on a Equity Shares if any,
face value of ₹2 each proportionate basis, in shall be Allotted on a
shall be available for accordance with the proportionate basis. For
allocation on a conditions specified in this details, see “Offer
proportionate basis to regard in Schedule XIII of Procedure” on page
all QIBs, including the SEBI ICDR 525
Mutual Funds receiving Regulations subject to the
allocation as per (a) following:
above.
(a) one-third of the
Up to 60% of the QIB
portion available to
Portion (of up to [●] Equity
Non-Institutional
Shares) may be allocated on
Bidders being [●]
a discretionary basis to
Equity Shares are
521Particulars Qualified Institutional Non-Institutional Retail Individual
Buyers (QIBs)(1) Bidders Bidders
Anchor Investors of which reserved for Bidders
one-third shall be available Bidding more than ₹
for allocation to Mutual 200,000 and up to
Funds only, subject to valid ₹1,000,000; and
Bid received from Mutual (b) two-third of the
Funds at or above the portion available to
Anchor Investor Allocation Non-Institutional
Price Bidders being [●]
Equity Shares are
reserved for Bidders
Bidding more than
₹1,000,000.
Provided that the
unsubscribed portion in
either of the categories
specified in (a) or (b)
above, may be allocated to
Bidders in the other sub-
category of the Non-
Institutional Portion in
accordance with the SEBI
ICDR Regulations.
For details, see “Offer
Procedure” on page 525
Minimum Bid Such number of Equity Such number of Equity Such number of Equity
Shares of face value of ₹2 Shares of face value of ₹2 Shares of face value of
each and in multiples of [●] each and in multiples of ₹2 each and in multiples
Equity Shares of face value [●] Equity Shares of face of [●] Equity Shares of
of ₹2 each such that the Bid value of ₹2 each such that face value of ₹2 each
Amount exceeds ₹200,000 the Bid Amount exceeds thereafter
₹200,000
Maximum Bid Such number of Equity Such number of Equity Such number of Equity
Shares of face value of ₹2 Shares of face value of ₹2 Shares of face value of
each and in multiples of [●] each in multiples of [●] ₹2 each in multiples of
Equity Shares of face value Equity Shares, of face [●] Equity Shares of
of ₹2 each so that the Bid value of ₹2 each so that the face value of ₹2 each so
does not exceed the size of Bid does not exceed the that the Bid Amount
the Offer (excluding the size of the Offer does not exceed
Anchor Portion), subject to (excluding the QIB ₹200,000
applicable limits Portion), subject to
applicable limits
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares of face value of ₹2 each and in multiples of [●] Equity Shares of
face value of ₹2 each thereafter
Allotment Lot A minimum of [●] Equity Shares of face value of ₹2 each and in multiples of one
Equity Share of face value of ₹2 each thereafter
Trading Lot One Equity Share
Who can apply(3)(4)(5) Public financial institutions Resident Indian Resident Indian
as specified in section 2(72) individuals, Eligible NRIs, individuals, Eligible
of the Companies Act, HUFs (in the name of NRIs and HUFs (in the
scheduled commercial karta), companies, name of karta) applying
banks, Mutual Funds corporate bodies, for Equity Shares such
registered with SEBI, FPIs scientific institutions, that the Bid amount
(other than individuals, societies, trusts and FPIs does not exceed
corporate bodies and family who are individuals, ₹200,000 in value
offices), VCFs, AIFs, state corporate bodies and
522Particulars Qualified Institutional Non-Institutional Retail Individual
Buyers (QIBs)(1) Bidders Bidders
industrial development family offices which are
corporation, insurance recategorized as category
companies registered with II FPIs and registered with
IRDAI, provident funds SEBI
(subject to applicable law)
with minimum corpus of
₹250 million, pension fund
(subject to applicable law)
with minimum corpus of
₹250 million, pension funds
with minimum corpus of
₹250 million 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 GoI, 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 NBFCs
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
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the
bank account of the ASBA Bidders, or by the Sponsor Bank(s) through the UPI
Mechanism (other than Anchor Investors) that is specified in the Bid cum Application
Form at the time of the submission of the Bid cum Application Form
Mode of Bidding^ Through ASBA process only (except Anchor Investors). In case of UPI Bidders,
ASBA process will include the UPI Mechanism
*Assuming full subscription in the Offer.
^SEBI vide the SEBI ICDR Master Circular read with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022, to the extent not rescinded by the SEBI ICDR Master Circular has mandated that ASBA applications in public issues
shall be processed only after the application monies are blocked in the investors’ bank accounts. Accordingly, Stock Exchanges
shall, for all categories of investors viz. QIB, NIB and RIB 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 BRLMs, 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
“Offer Procedure” on page 525
(2) Subject to valid Bids being received at or above the Offer Price. This Offer is being made in accordance with rule
19(2)(b) of the SCRR and regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall
be available for allocation to QIBs on a proportionate basis. 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 Offer Price. However, if the aggregate demand from Mutual Funds is less
than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be
added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Offer
523will be available for allocation to Non-Institutional Bidders, of which one-third of the Non-Institutional Portion will be
available for allocation to Bidders with an application size exceeding ₹200,000 and up to ₹1,000,000 and two-third of
the Non- Institutional Portion will be available for allocation to Bidders with an application size of more than ₹1,000,000
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 in accordance with SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price. Further, not less than 35% of the Offer will be available for allocation to
Retail Individual Bidders in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above
the Offer Price. Under-subscription, if any, in any category (Non-Institutional Portion or Retail Portion), except the QIB
Portion, would be met with spill-over from any other category or a combination of categories, as applicable, at the
discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to valid Bids
being received at or above the Offer Price and in accordance with applicable laws. Under-subscription, if any, in the
Net QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For
further details, see “Terms of the Offer” and “Offer Procedure” on pages 514 and 525 respectively.
(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. 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. 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,
except as otherwise permitted, in any or all categories.
(4) Anchor Investors are not permitted to use the ASBA process. Full Bid Amount shall be payable by the Anchor Investors
at the time of submission of the Anchor Investor Bid, provided that any difference between the Anchor Investor Allocation
Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders,
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.
(5) The Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 530 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.
Subject to valid Bids being received at or above the Offer 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 category or a combination of
categories at the discretion of our Company, in consultation with the BRLMs 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, see “Terms of the Offer”
on page 95.
524OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the SEBI circular number 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, 2013, the SCRA,
the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum
Application Form. The General Information Document is available on the websites of the Stock Exchanges and
the BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to
the Offer especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors
should note that the details and process provided in the General Information Document should be read along with
this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) Payment Instructions for ASBA Bidders/Applicants; (v)issuance of CAN and allotment in the
Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (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, 2013 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
applications.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the
intermediaries involved in the public issuance process and lead managers shall continue to coordinate with
intermediaries involved in the said process.
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with Applicable Laws and did 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 the Red Herring Prospectus and the
Prospectus. Further, our Company, the Selling Shareholders and the Syndicate are not liable for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in this Offer.
Pursuant to NSDL circular number NSDL/CIR/II/28/2023 dated August 8, 2023 and CDSL circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023, our Company may request the Depositories to suspend/
freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the aforementioned circulars,
our Company may request the Depositories to suspend/ freeze the ISIN in depository system from or around the
date of the Red Herring Prospectus till the listing and commencement of trading of our Equity Shares. The
shareholders who intend to transfer the pre-Offer shares may request our Company and/ or the Registrar for
facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to our Company
and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite documents along with
applicable stamp duty and corporate action charges to the respective depository to execute the transfer of shares
under suspended ISIN through corporate action. The transfer request shall be accepted by the Depositories from
our Company till one day prior to Bid/ Offer Opening Date.
Book Building Procedure
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with
Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to
QIBs, provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Category
to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in
consultation with the BRLMs, of which one-third shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance
with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor
Portion, the balance Equity Shares shall be added to the QIB Category (other than the Anchor Investor Portion).
Further, 5% of the Net QIB Category shall be available for allocation on a proportionate basis to Mutual Funds
only, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Category
shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including
525Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand
from Mutual Funds is less than 5% of the Net QIB Category, the balance Equity Shares available for allocation in
the Mutual Fund Portion will be added to the remaining QIB Category for proportionate allocation to QIBs.
Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors, in
accordance with the SEBI ICDR Regulations, of which one-third of the Non-Institutional Category shall be
available for allocation to Bidders with a Bid size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of
the Non-Institutional Category shall be available for allocation to Bidders with a Bid size of more than ₹1,000,000
and under- subscription in either of these two sub-categories of the Non-Institutional Category may be allocated
to Bidders in the other sub-category of the Non-Institutional Category in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the
Offer shall be available for allocation to Retail Individual Portion, in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received from them at or above the Offer Price.
Undersubscription, if any, in any category, except in the Net QIB Category, would be allowed to be met with
spill-over from any other category or categories, as applicable, at the discretion of our Company and in
consultation with the BRLMs and the Designated Stock Exchange, subject to receipt of valid Bids received at or
above the Offer Price. Under-subscription, if any, in the Net QIB Category, will not be allowed to be met with
spill-over from any other category or a combination of categories.
Investors must ensure that their Permanent Account Number (“PAN”) is linked with Aadhaar and are in
compliance with the notification issued by Central Board of Direct Taxes on February 13, 2020, and press release
dated June 25, 2021 and September 17, 2021, CBDT circular number 7 of 2022, dated March 30, 2022, read with
press release dated March 28, 2023, read with subsequent circulars issued in relation thereto.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
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
depository participant’s identity number (“DP ID”), client identification number (“Client ID”), PAN and unified
payments interface identity number (“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 rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.
All SCSBs offering the facility of making application in public issues shall also provide facility to make
application using UPI. Our Company has appointed the Sponsor Banks to act as a conduit between the Stock
Exchanges and National Payments Corporation of India (“NPCI”) in order to facilitate collection of requests
and/or payment instructions of the UPI Bidders using the UPI.
NPCI through its circular number NPCI/UPI/OC No. 127/ 2021-22 dated December 9, 2021, inter alia, has
enhanced the per transaction limit from ₹2,00,000 to ₹5,00,000 for applications using UPI in initial public
offerings.
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 Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send short message service (“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 finalised. Failure to unblock the accounts within the timeline would result in the SCSBs
being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’
complaints, the relevant SCSB as well as the post-Offer BRLM will be required to compensate the concerned
investor.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.
Further, in accordance with the SEBI ICDR Master Circular, all UPI Bidders shall provide their UPI ID in the Bid
cum Application Form submitted with any of the entities mentioned herein below:
(i) a syndicate member;
526(ii) a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity);
(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for
this activity); or
(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
Electronic registration of Bids
(i) The Designated Intermediary may register the Bids using the online 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 online facilities for Book
Building on a regular basis before the closure of the Offer.
(ii) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
(iii) 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/Offer Closing Date to modify select
fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing.
(iv) QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their
bids.
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 and Corporate Office. An
electronic copy of the Bid cum Application Form will also be available for download on the websites of the BSE
Limited (“BSE”) (www.bseindia.com) and the National Stock Exchange of India Limited (“NSE”)
(www.nseindia.com) at least one day prior to the Bid/Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. UPI Bidders shall Bid in the Offer through the UPI Mechanism. ASBA Bidders must provide either (i)
the bank account details and authorisation to block funds in the ASBA Form, or (ii) the UPI ID, as applicable, in
the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are liable to be
rejected. Applications made by the UPI Bidders using third party bank account or using third party linked bank
account UPI ID are liable for rejection. Anchor Investors are not permitted to participate in the Offer through the
ASBA process. UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile
applications using the UPI handles as provided on the website of SEBI. ASBA Bidders shall ensure that the Bids
are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant
Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified
stamp are liable to be rejected. In accordance with the SEBI ICDR Master Circular, the ASBA applications in
public issues shall be processed only after the application monies are blocked in the bank accounts of the Bidders.
Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a
mandatory confirmation on the application monies blocked. This circular shall be applicable for all categories of
investors viz. RII, QIB, NII and other reserved categories and also for all modes through which the applications
are processed.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient credit balance such that an
amount equivalent to full Bid Amount can be blocked therein, at the time of submitting the Bid. as the application
made by a ASBA Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the
investor’s bank accounts, pursuant to the SEBI ICDR Master Circular.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
527Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail Individual [●]
Investors and Eligible NRIs applying on a non-repatriation basis^
Non-Residents including Foreign Portfolio Investors (“FPIs”), Eligible Non-Resident Investors [●]
(“NRIs”) applying on a repatriation basis, foreign Venture Capital Investors (“FVCIs”) and
registered bilateral and multilateral institutions
Anchor Investors^^ [●]
* Excluding the electronic Bid cum Application Form.
^ Electronic Bid cum Application Form will be made available for download on the website of the BSE (www.bseindia.com) and NSE
(www.nseindia.com).
^^ Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant bid details in the
electronic bidding system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications
in their electronic bidding system only with a mandatory confirmation on the application monies blocked. For
RIIs using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Banks on a continuous basis to enable the Sponsor Banks to initiate UPI Mandate Request to UPI Bidders
for blocking of funds.
In case of ASBA Forms, the relevant Designated Intermediaries shall capture and upload the relevant bid details
(including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the
Stock Exchanges.
The Sponsor Banks 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 Banks will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the
format and within the timelines as specified under the UPI Circulars. Sponsor Banks 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 UPI switch data, Core Banking System (“CBS”) data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Banks on a continuous basis.
Pursuant to NSE circular number 23/2022 dated July 22, 2022 and BSE circular number 20220722-30 dated July
22, 2022, has mandated that trading members, Syndicate Members, RTA and Depository Participants shall submit
Syndicate ASBA bids above ₹500,000 and NIB and QIB bids above ₹200,000, through SCSBs only.
For all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the
ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 p.m. on the Bid/Offer Closing Date
(“Cut-Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism should accept UPI
Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the
Cut-Off Time shall lapse.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such banks provide a written confirmation on compliance with the UPI Circulars.
For ASBA Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries (other than SCSBs)
shall submit/deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and
shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s).
The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer Bidding process.
Participation by the Promoters and Promoter Group of our Company, BRLMs, the Syndicate Members
and their associates and affiliates and the persons related thereto
The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in the Offer in any
manner, except towards fulfilling their respective underwriting obligations. However, the respective associates
and affiliates of the BRLMs and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB
Category or in the Non-Institutional Category as may be applicable to such Bidders, and such subscription may
528be on their own account or on behalf of their clients. All categories of investors, including associates or affiliates
of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation.
Except as stated below, neither the BRLMs nor any persons related to the BRLMs can apply in the Offer under
the Anchor Investor Portion:
(i) mutual funds sponsored by entities which are associate of the BRLMs;
(ii) insurance companies promoted by entities which are associate of the BRLMs;
(iii) Alternate Investment Funds (“AIFs”) sponsored by the entities which are associate of the BRLMs;
(iv) Foreign Portfolio Investors (“FPIs”) other than individuals, corporate bodies and family offices
sponsored by the entities which are associate of the BRLMs; or
(v) pension funds sponsored by entities which are associate of the BRLMs;
Except to the extent of the Offered Shares, our Promoters and the members of our Promoter Group will not
participate in the Offer. Further, persons related to our Promoters and Promoter Group shall not apply in the Offer
under the Anchor Investor Portion.
For the purposes of the above, a QIB who has the following rights shall be deemed to be a person related to our
Promoters or Promoter Group:
(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or Promoter
Group;
(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLMs” if:
(i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than
15% of the voting rights in the other; or
(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control
over the other; or
(iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserves the right
to reject any Bid without assigning any reason thereof, subject to applicable laws.
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 (“NAV”) in equity shares or equity
related instruments of any single company provided that the limit of 10% shall not be applicable for investments
in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own
more than 10% of any company’s paid-up share capital carrying voting rights.
Bids by Eligible Non-resident Indians (“NRIs”)
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI
Bidders bidding on a repatriation basis by using the Non-Resident forms should authorise their SCSB to block
529their Non-Resident External (“NRE”) accounts (including UPI ID, if activated), or foreign currency non-resident
accounts (“FCNR Accounts”), and eligible NRI Bidders bidding on a non-repatriation basis by using resident
forms should authorise their SCSB to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid
Amount, at the time of the submission of the Bid cum Application Form. NRIs applying in the Offer 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 Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents ([●] in colour).
Participation of Eligible NRIs in the Offer shall be subject to the Foreign Exchange Management Act, 1999 and
FEM NDI Rules. Only bids accompanied by payment in Indian rupees or fully convertible 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 Share 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 Overseas Citizen of India (“OCI”) put together shall
not exceed 10% of the total paid-up Equity Share 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 of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 544.
Bids by Hindu Undivided Families (“HUFs”)
Bids by Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that
the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first
bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by
HUFs may be considered at par with Bids from individuals.
Bids by Foreign Portfolio Investors (“FPIs”)
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means
the same multiple entities having common ownership directly or indirectly of more than 50% or common control)
must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-Debt Instruments
Rules, the total holding by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share
capital of our Company on a fully diluted basis and the aggregate limit for FPI investments shall be the sectoral
caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up
Equity Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor
group 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. Further, 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 Non-Debt Instruments Rules,
for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Bids
by FPIs which utilise the multi-investment manager structure, submitted with the same PAN but with different
beneficiary account numbers, Client IDs and DP IDs may not be treated as multiple Bids.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the BRLMs reserves the right to reject any Bid without assigning any reason, subject to
applicable laws.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. 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.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
530that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may 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 derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:
(a) such 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 are pre-approved by the FPI.
The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents.
Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with SEBI master
circular number SEBI/HO/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024, provided such Bids have been made
with different beneficiary account numbers, Client IDs and DP IDs.
Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the multiple investment
managers (“MIM”) Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs
making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP
IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making
multiple Bids utilize the MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple
Bids shall be rejected.
Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids:
• FPIs which utilise the MIM structure, indicating the name of their respective investment managers in such
confirmation;
• Offshore derivative instruments (“ODI”) 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.
531The 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 confirmation from the relevant FPIs, such multiple Bids shall be
rejected.
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
an 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 Offer 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.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control)
(collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through
the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary
derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital shall be liable to be
rejected.
Bids by Securities and Exchange Board of India (“SEBI”) registered Venture Capital Funds (“VCFs”),
Alternate Investment Funds (“AIFs”) and Foreign Capital Investors (“FVCIs”)
SEBI VCF Regulations as amended, inter alia prescribe the investment restrictions on VCFs, registered with SEBI.
SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the SEBI
VCF Regulations, the venture capital funds which have not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme
managed by the fund is wound up and such fund shall not launch any new scheme after the notification of the
SEBI AIF Regulations. 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 investible funds in one investee company. A Category
III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a
Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds
by way of subscription to an initial public offering of a venture capital undertaking whose shares are proposed to
be listed. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall
continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is
wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.
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, the Selling Shareholders or the BRLMs 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 Non-Debt Instruments Rules.
There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
532a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserves
the right to reject any Bid without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
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
provided 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, whichever is lower. Further, the aggregate equity investments in
subsidiaries and other entities engaged in financial and non-financial services, including overseas investments,
cannot exceed 20% of the bank’s paid-up share capital and reserves. However, a banking company may hold up
to 30% of the paid-up share capital of the investee company with the prior approval of the RBI, provided that the
investee company is engaged in non-financial activities in which banking companies are permitted to engage
under the Banking Regulation Act or the additional acquisition is through restructuring of debt, or to protect the
bank’s interest on loans/investments made to a company.
Bids by Self-Certified Syndicate Banks (“SCSBs”)
SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular, 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 applications.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs reserves the right to reject any Bid without assigning any reason thereof, subject to
applicable law.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, read with the Investments – Master Circular dated October 27, 2022, each as
amended, are broadly set forth below:
(a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or
health insurer;
(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer
or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the investment
assets in all companies belonging to the group, whichever is lower; and
(c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer
or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and
(c) above, as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹2,500,000 million or more and 12% of outstanding equity shares (face
value) for insurers with investment assets of ₹500,000 million or more but less than ₹2,500,000 million.
Insurance companies participating in the Offer shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.
533Bids by Provident Funds/Pension Funds
In case of Bids made by provident funds/pension funds with minimum corpus of ₹250 million 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, subject to applicable law, a certified copy of a certificate
from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid
cum Application Form. Failing this, our Company, in consultation with the BRLMs 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, systematically important non-banking finance company
(“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 ₹250
million (subject to applicable laws) and pension funds with a minimum corpus of ₹250 million, 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, 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 BRLMs, 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 BRLMs, may deem fit.
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 will be made available for the Anchor Investor Portion at the offices of
the BRLMs.
(b) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100
million. A Bid cannot be submitted for over 60% of the QIB Category. In case of a Mutual Fund, separate
bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size
of ₹100 million.
(c) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
(d) Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date and will be
completed on the same day.
(e) Our Company may finalise allocation to the Anchor Investors and the basis of such allocation will be on a
discretionary basis by our Company, in consultation with the BRLMs, provided that the minimum number of
Allottees in the Anchor Investor Portion will not be less than:
(i) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to
₹100 million;
(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment
of ₹50 million per Anchor Investor; and
(iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five
such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an
additional 10 Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment
of ₹50 million per Anchor Investor.
534(f) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in
the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock
Exchanges.
(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
(h) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor
Investor Offer Price, Allotment to successful Anchor Investors will be at the higher price.
(i) 50% of the Equity Shares Allotted to the 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 Allotted to
Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of
Allotment.
(j) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs
sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals, corporate bodies
and family offices sponsored by the entities which are associate of the BRLMs) shall apply in the Offer under
the Anchor Investor Portion. See “– Participation by the Promoters and Promoter Group of our Company,
BRLM, the Syndicate Members and their associates and affiliates and the persons related thereto” above.
(k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Category will not be considered
multiple Bids.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI 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, (iii) a net worth certificate
from its statutory auditors, and (iv) such other approval as may be required by the NBFC-SI, are required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law. NBFC-SI participating
in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.
For more information, please read the General Information Document.
The above information is given for the benefit of the Bidders. Bidders are advised to make their independent
investigations and ensure that any single Bid from it does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by it under applicable law or regulation or as specified in the Red
Herring Prospectus and the Prospectus.
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, the Selling Shareholders
and/or the Book Running Lead Managers 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 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.
535General Instructions
Please note that 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. RIIs can revise their Bid(s)
during the Bid/Offer Period and withdraw or lower the size of their Bid(s) until Bid/Offer Closing Date. Anchor
Investors are not allowed to withdraw 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;
2. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
3. Ensure that you have Bid within the Price Band;
4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
5. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e.,
bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form and if you are a
UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters
including the handle), in the Bid cum Application Form;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the
prescribed time;
7. UPI Bidders Bidding using the UPI Mechanism in the Offer shall ensure that they use only their own ASBA
Account or only their own bank account linked UPI ID to make an application in the Offer and not ASBA
Account or bank account linked UPI ID of any third party;
8. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to the relevant Designated Intermediaries;
9. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 pm
on the Bid/Offer Closing Date;
10. Ensure that the signature of the first bidder in case of joint Bids, is included in the Bid cum Application
Forms. If the first bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is also
signed by the ASBA Account holder;
11. Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in which
the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application
Form should contain the name of only the first bidder whose name should also appear as the first holder of
the beneficiary account held in joint names;
12. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil of the Bid
cum Application Form for all your Bid options from the concerned Designated Intermediary;
13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;
14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of the SEBI circular number MRD/DoP/Cir-20/2008 dated June 30, 2008, may be exempt from
specifying their PAN for transacting in the securities market, (ii) Bids by persons resident in the state of
Sikkim, who, in terms of the circular dated July 20, 2006 issued by SEBI, may be exempted from specifying
their PAN for transacting in the securities market, and (iii) persons/entities exempt from holding a PAN under
applicable law, 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 beneficial owner by a suitable description in the PAN field and the beneficiary account
536remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic
Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;
15. 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;
16. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to
the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal;
17. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;
18. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents including a copy of the power of attorney, if applicable, are submitted;
19. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian
laws;
20. Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the
correct DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI mechanism) and the PAN are
mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID
(for UPI Bidders bidding through UPI mechanism) and the PAN entered into the online initial public offerings
(“IPO”) system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with
the name, DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI mechanism) and PAN available
in the Depository database;
21. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form 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);
22. 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 the 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 at the time of submission of the Bid. In case of UPI Bidder Bidding 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;
23. Ensure that the Demographic Details are updated, true and correct in all respects;
24. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for
the purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;
25. The ASBA Bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;
26. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to
release the funds blocked in the ASBA account under the ASBA process. In case of UPI Bidders, once the
Sponsor Banks issues the Mandate Request, the UPI Bidders would be required to proceed to authorise the
blocking of funds by confirming or accepting the UPI Mandate Request to authorise the blocking of funds
equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner;
27. Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the
attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her
UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder Bidding through UPI
Mechanism shall be deemed to have verified the attachment containing the application details of the UPI
Bidding through UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid
537Amount and authorised the Sponsor Banks issue a request to block the Bid Amount specified in the Bid cum
Application Form in his/her ASBA Account;
28. UPI Bidders bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of
single account) and of the first bidder (in case of joint account) in the Bid cum Application Form;
29. UPI Bidders using the UPI Mechanism who have revised their Bids subsequent to making the initial Bid
should also approve the revised UPI Mandate Request generated by the Sponsor Banks to authorise blocking
of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely
manner.
30. Bids by Eligible NRIs HUFs and any individuals, corporate bodies and family offices which are recategorized
as category II FPI and registered with SEBI for a Bid Amount of less than ₹2,00,000 would be considered
under the Retail Category for the purposes of allocation and Bids for a Bid Amount exceeding ₹2,00,000
would be considered under the Non-Institutional Category for allocation in the Offer; and
31. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.
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 on the list available on the website of SEBI and updated from time to time and at such other websites
as may be prescribed by SEBI from time to time is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid Lot;
2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
3. Do not Bid for a Bid Amount exceeding ₹2,00,000 for Bids by Retail Individual Investors and ₹500,000 for
Bids by Eligible Employees Bidding in the Employee Reservation Portion;
4. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediary;
5. Do not Bid/revise the Bid amount to less than the floor price or higher than the cap price;
6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
10. Do not submit the Bid for an amount more than funds available in your ASBA Account;
11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;
12. 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;
13. 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);
14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations or under the terms of this Draft
Red Herring Prospectus;
53815. Do not Bid for Equity Shares more than specified by the respective Stock Exchanges for each category;
16. In case of ASBA Bidders (other than UPI Bidders using UPI mechanism), do not submit more than one Bid
cum Application Form per ASBA Account;
17. If you are UPI Bidder and are using UPI mechanism, do not submit more than one Bid cum Application Form
for each UPI ID;
18. Do not make the Bid cum Application Form using third party bank account or using third party linked bank
account UPI ID;
19. Anchor Investors should not bid through the ASBA process;
20. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;
21. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;
22. Do not submit the GIR number instead of the PAN;
23. Anchor Investors should submit Anchor Investor Application Form only to the BRLMs;
24. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
25. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date (for online
applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications);
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 Investor. Retail Individual Investors can revise
or withdraw their Bids on or before the Bid/Offer Closing Date;
27. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If
you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
28. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a UPI Bidder
Bidding through the UPI Mechanism. Further, do not provide details for a beneficiary account which is
suspended or for which details cannot be verified to the Registrar to the Offer;
29. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account;
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. 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;
32. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding
using the UPI Mechanism;
33. Do not Bid if you are an OCB; and
34. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any
bids above ₹500,000.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
For helpline details of the BRLMs in accordance with the SEBI ICDR Master Circular, see “General Information
– Book Running Lead Managers” on page 104.
Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. For details of
539the Company Secretary and Compliance Officer, see “General Information – Company Secretary and
Compliance Officer” on page 104.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated
in accordance with applicable law. Further, Investors shall be entitled to compensation in the manner specified in
the SEBI ICDR Master Circular in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.
The BRLMs shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation
23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master
Circular shall continue to form part of the agreements being signed between the intermediaries involved in the
public issuance process and the BRLMs shall continue to coordinate with intermediaries involved in the said
process.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.
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 BRLMs and the Registrar to the Offer, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in the SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the Offer except in case
of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Offer to public may be made
for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the RIIs, NIIs 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. The Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis.
The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to
Non-Institutional Investors. The Equity Shares available for allocation to Non-Institutional Investors under the
Non-Institutional Category, shall be subject to the following: (i) one-third of the portion available to Non-
Institutional Investors shall be reserved for applicants with a Bid size of more than ₹200,000 and up to ₹1,000,000,
and (ii) two-third of the portion available to Non-Institutional Investors shall be reserved for applicants with a Bid
size of more than ₹1,000,000, provided that the unsubscribed portion in either of the aforementioned sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Investors. The allotment
to each Non-Institutional Investor shall not be less than the minimum NII application size, subject to the
availability of Equity Shares in the Non-Institutional Category, and the remaining Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of
the SEBI ICDR Regulations.
The allotment of Equity Shares to each RII shall not be less than the minimum bid lot, subject to the availability
of shares in Retail category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
Payment into Anchor Investor Escrow Account
Our Company, in consultation with the BRLMs will decide the list of Anchor Investors to whom the CAN will be
sent, pursuant to which, the details of the Equity Shares allocated to them in their respective names will be notified
to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
Instead, Anchor Investors should transfer the Bid Amount (through direct credit, real time gross settlement
(“RTGS”), national automated clearing house (“NACH”) or national electronic fund transfer (“NEFT”) to the
Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Anchor Investor Escrow
Account should be drawn in favour of:
540(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 Selling Shareholders, the Syndicate, the Escrow Collection Bank and
the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a pre-Offer advertisement, in the form prescribed under the SEBI ICDR Regulations, in [●]
editions of [●] (a widely circulated English national daily newspaper), and [●] editions of [●] (a widely circulated
Hindi national daily newspaper, Hindi also being the regional language of Haryana, where our Registered and
Corporate Office is located).
In the pre-Offer advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format
prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
The information set out above is given for the benefit of the Bidders/applicants. 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.
In accordance with RBI regulations, Overseas Corporate Body (“OCB”) cannot participate in the Offer.
Allotment Advertisement
The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar
to the Offer, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock
Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval
from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading
approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and
trading approval from all the Stock Exchanges where the equity shares of the Issuer are proposed to be listed, then
the Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to
the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.
Our Company, the BRLMs and the Registrar to the Offer shall publish an allotment advertisement not later than
one Working Day after the commencement of trading, disclosing the date of commencement of trading in [●]
editions of [●] (a widely circulated English national daily newspaper), and [●] editions of [●] (a widely circulated
Hindi national daily newspaper, Hindi also being the regional language of Haryana, where our Registered and
Corporate Office is located).
Signing of the Underwriting Agreement and Filing with the RoC
a) Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement
after the finalisation of the Offer Price but prior to the filing of the Prospectus.
b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which would then be termed as the Prospectus. The Prospectus will contain
details of the Offer Price, the Anchor Investor Offer Price, the Offer size, and underwriting arrangements and
will be complete in all material respects.
Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 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
541(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
₹1 million or 1% of the turnover of our 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 ₹1 million or one
per cent of the turnover of our 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 ₹5 million or with both.
Undertakings by our Company
Our Company undertakes the following:
• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed are taken within such other time period as may
be prescribed by the SEBI or applicable law will be taken;
• the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed shall
be made available to the Registrar to the Offer by our Company;
• if Allotment is not made within the prescribed timelines under applicable laws, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable laws. If there is a delay
beyond such prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the
SEBI ICDR Regulations and other applicable laws for the delayed period;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Applicant within time prescribed under applicable laws, giving details of
the bank where refunds shall be credited along with amount and expected date of electronic credit of refund;
• where release of block on the applicable amount for unsuccessful Bidders or part of the application amount
in case of proportionate Allotment, a suitable communication shall be sent to the applicants;
• adequate arrangements shall be made to collect ASBA applications;
• that if our Company or the Selling Shareholders do not proceed with the Offer after the Bid/Offer Closing
Date but prior to Allotment, the reason thereof shall be given by our Company as a public notice within two
days of the Bid/Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-
Offer advertisements were published. The Stock Exchanges shall be informed promptly;
• that if our Company and/or the Selling Shareholders withdraw the Offer after the Bid/Offer Closing Date, our
Company shall be required to file a fresh offer document with SEBI, in the event our Company or the Selling
Shareholders subsequently decide to proceed with the Offer;
• that no further issue of securities shall be made till the securities offered through the Offer Document are
listed or till the application monies are refunded on account of non-listing, under subscription, etc., other than
as disclosed in accordance with applicable law; and
• adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders.
Undertakings by the Selling Shareholders
542Each of the Selling Shareholders, severally and not jointly, specifically undertakes and/or confirms the following
in respect to itself as a Selling Shareholder and its respective portion of the Offered Shares:
• that its respective portion of the Offered Shares are eligible for being offered in the Offer for Sale in terms of
Regulation 8 of the SEBI ICDR Regulations;
• It is the legal and beneficial owner of its respective portion of the Offered Shares, and that its respective
portion of the Offered Shares shall be transferred pursuant to the Offer, free and clear of any encumbrances;
• it shall deposit its respective portion of the Offered Shares in an escrow demat account in accordance with
the Share Escrow Agreement to be executed prior to filing of the Red Herring Prospectus;
• it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services
or otherwise to any Bidder for making a Bid in the Offer; and
• it shall not have recourse to the proceeds from the Offer for Sale until receipt by our Company of the final
listing and trading approvals from the Stock Exchanges in accordance with applicable law.
Utilisation of proceeds from the Offer
Our Board certifies that all monies received out of the Offer shall be credited/transferred to a separate bank account
other than the bank account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013. Our Company
will not receive any Offer proceeds and all the Offer proceeds will be received by the Selling Shareholders, in
proportion to the Offered Shares sold by them as part of the Offer. For details of the Offered Shares, see “Other
Regulatory and Statutory Disclosures” on page 498.
543RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 (“Industrial Policy”) of
the Government of India and FEMA. While the Industrial Policy 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 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 (earlier known as the Department of Industrial Policy and
Promotion) (“DPIIT”), issued the Consolidated FDI Policy Circular of 2020 (“Consolidated FDI Policy”) dated
October 15, 2020, which with effect from October 15, 2020 consolidates, subsumes 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 Consolidated FDI Policy will be valid and remain in force until superseded in totality or
in part thereof.
In terms of the Press Note No. 3 (2020 Series) dated April 17, 2020 issued by the DPIIT, the Consolidated FDI
Policy 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 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 (“Restricted Investors”), will require
prior approval of the Government of India, as prescribed in the Consolidated FDI Policy and the FEM NDI Rules.
Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in
India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview,
such subsequent change in the beneficial ownership will also require approval of the Government of India.
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 or
fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the
event such prior approval of the Government of India and/or RBI is required, and such approval has been obtained,
the Bidder shall intimate our Company and the Registrar to the Offer in writing about such approval along with a
copy thereof, within the Bid/Offer Period.
In terms of the FEM NDI Rules, a FPI may purchase or sell equity instruments of an Indian company subject to
certain limits: the total holding by each FPI or an investor group, shall be less than 10% of the total paid-up equity
capital on a fully diluted basis or less than 10% of the paid-up value of each series of debentures or preference
shares or share warrants issued by an Indian company by FPIs and the total holdings of all FPIs put together,
including any other direct and indirect foreign investments in the Indian company, shall not exceed 24% of the
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% and 24% shall be called the individual and aggregate limit, respectively.
The aggregate limit of 24% may be increased by the Indian company concerned up to the sectoral cap/ statutory
ceiling, with the approval of the board of directors and passing of a special resolution. With effect from April 1,
2020, the aggregate limit shall be the sectoral caps applicable to the Indian company with respect to its paid-up
equity share capital on a fully diluted basis or such same sectoral cap percentage of paid up value of each series
of debentures or preference shares or share warrants.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company are under the automatic route under the 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. For further details on the aggregate limit for investments by NRIs
and FPIs in our Company, see “Offer Procedure” on page 525.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For details, see
“Offer Procedure” on page 525.
Foreign Exchange Laws
544The foreign investment in our Company is governed by, inter-alia, the FEMA, as amended, the FEMA NDI Rules,
the Consolidated FDI Policy issued and amended by way of press notes.
Pursuant to the Consolidated FDI Policy, FDI of up to 100% is permitted under the automatic route for companies
in the manufacturing sector.
In accordance with the FEM NDI Rules, the total holding by any individual NRI or OCI, on 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 warrants. 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 of the aggregate limit of investments by NRIs and FPIs in
our Company, see “Offer Procedure- Bids by Eligible NRIs” and “Offer Procedure – Bids by FPIs” on pages
529 and 530 respectively.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any other
applicable law of the United States and, unless so registered, may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity
Shares are only proposed to be offered and sold outside the United States in “offshore transactions”, as
defined in and in reliance on Regulation S of the U.S. Securities Act and the applicable laws of the
jurisdiction where those offers and sales occur/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, our Promoters, our Directors, the
Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable
laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to
make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the
applicable limits under laws or regulations.
545SECTION VIII– MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
(THE COMPANIES ACT, 2013)
(A COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
CMR GREEN TECHNOLOGIES LIMITED
The Articles of the Company comprises two parts, Part A and Part B, which shall be applicable in the following
manner:
Until the issuance of the notice for commencement of trading of the Equity Shares of the Company by BSE Limited
and/or the National Stock Exchange of India Limited pursuant to an IPO of the Company ("Listing Date"), Part
A and Part B shall, unless the context otherwise requires, co-exist with each other. Notwithstanding anything
contained herein, in case of any conflict or inconsistency between the provisions of Table F of the Act, Part A and
Part B, until the Listing Date, the provisions of Part B shall prevail.
On the Listing Date, Part B shall automatically terminate, be deleted and cease to have any force and effect,
without any further corporate or other action by the Company, the Board of Directors or by the Shareholders.
The Articles of Association of our Company were amended pursuant to resolution of our Board dated August 27,
2025 and Shareholders’ resolution dated August 27, 2025. The Company has filed the form MGT-14 with the RoC
and approval for the same is awaited as on the date of this Draft Red Herring Prospectus.
No material clause of the Articles of Association having bearing on the Offer or the disclosures required in this
Draft Red Herring Prospectus has been omitted.
PRELIMINARY
1. (1) The regulations contained in the Table marked ‘F’ in Schedule I to the Table ‘F’ shall
Companies Act, 2013 shall apply to the Company, subject to the apply
modifications including the additional matters that are expressly
made applicable in these Articles.
(2) The regulations for the management of the Company and for the Company to be
observance by the members thereto and their representatives, shall, governed by these
subject to any exercise of the statutory powers of the Company with Articles
reference to the deletion or alteration of or addition to its regulations
by resolution as prescribed or permitted by the Companies Act, 2013,
be such as are contained in these Articles.
2. (1) In these Articles -
(a) “Act” means the Companies Act, 2013 (including the relevant “Act”
rules framed thereunder) or any statutory modification or re-
enactment thereof for the time being in force and the term shall
be deemed to refer to the applicable section thereof which is
relatable to the relevant Article in which the said term appears in
these Articles and any previous company law, so far as may be
applicable.
(b) “Applicable Laws” means all applicable statutes, laws, “Applicable Laws”
ordinances, rules and regulations, judgments, notifications
circulars, orders, decrees, bye-laws, guidelines, or any decision,
or determination, or any interpretation, policy or administration,
having the force of law, including but not limited to, any
authorization by any authority, in each case as in effect from time
546to time
(c) “Articles” means these articles of association of the Company or “Articles”
as altered from time to time.
(d) “Board of Directors” or “Board”, means the collective body of “Board of Directors”
the Directors of the Company nominated and appointed from or “Board”
time to time in accordance with Articles 88 to 98, herein, as may
be applicable.
(e) “Company” means CMR Green Technologies Limited “Company”
(f) “Depository” means a depository, as defined in clause (e) of sub- “Depository”
section (1) of Section 2 of the Depositories Act, 1996 and a
company formed and registered under the Companies Act, 2013
and which has been granted a certificate of registration under
sub-section (1A) of Section 12 of the Securities and Exchange
Board of India Act, 1992;
(g) “Director” shall mean any director of the Company, including “Director”
alternate directors, Independent Directors and nominee directors
appointed in accordance with and the provisions of these Articles
as may be applicable;
(h) “Equity Shares” or “Shares” shall mean the issued, subscribed “Equity Shares” or
and fully paid-up equity shares of the Company having a face “Shares”
value of such amount as prescribed under the Memorandum
of Association;
(i) “Lien” means any mortgage, pledge, charge, assignment, “Lien”
hypothecation, security interest, title retention, preferential right,
option (including call commitment), trust arrangement, any
voting rights, right of set-off, counterclaim or banker’s lien,
privilege or priority of any kind having the effect of security, any
designation of loss payees or beneficiaries or any similar
arrangement under or with respect to any insurance policy;
(j) “Rules” means the applicable rules for the time being in force “Rules”
as prescribed under relevant sections of the Act.
(k) “Memorandum” means the memorandum of association of the “Memorandum”
Company or as altered from time to time.
(2) Words importing the singular number shall include the plural number “Number” and
and words importing the masculine gender shall, where the context “Gender”
admits, include the feminine and neuter gender.
(3) Unless the context otherwise requires, words or expressions Expressions in the
contained in these Articles shall bear the same meaning as in the Act Articles to bear the
or the Rules, as the case may be. same meaning as in
the Act
5473. The intention of these Articles is to be in consonance with the Articles to be
contemporary rules and regulations prevailing in India. If there is an contemporary in
amendment in any Act, rules and regulations allowing what were not nature
previously allowed under the statute, the Articles herein shall be
deemed to have been amended to the extent that Articles will not be
capable of restricting what has been allowed by the Act by virtue
of an amendment subsequent to registration of the Articles.
4. The authorized share capital of the Company shall be such amount Authorized share
and be divided into such shares as may from time to time, be provided capital
in Clause V of Memorandum of Association with power to reclassify,
subdivide, consolidate and increase and with power from time to
time, to issue any shares of the original capital or any new capital and
upon the sub-division of shares to apportion the right to
participate in profits, in any manner as between the shares resulting
from sub-division.
5. Subject to the provisions of Section 62 and other applicable Shares under control
provisions of the Act and these Articles, the shares in the capital of the of Board
Company shall be under the control of the Board who may issue, allot
or otherwise dispose of the same or any of them to such persons, in
such proportion and on such terms and conditions and either at a
premium or at par (subject to the compliance with the provision of
section 53 of the Act) and at such time as they may from time to time
think fit provided that the option or right to call for shares shall not
be given to any person or persons without the sanction of the
Company in the general meeting.
6. Subject to the provisions of the Act, these Articles and with the Board may allot
sanction of the Company in the general meeting to give to any person shares otherwise
or persons the option or right to call for any shares either at par or than for cash
premium during such time and for such consideration as the Board
think fit, the Board may issue, allot or otherwise dispose shares in the
capital of the Company on payment or part payment for any property
or assets of any kind whatsoever sold or transferred, goods or
machinery supplied or for 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 or partly paid-up otherwise than for cash, and
if so issued, shall be deemed to be fully paid-up or partly paid-up
shares, as the case may be, provided that the option or right to call of
shares shall not be given to any person or persons without the sanction
of the Company in the general meeting.
7. The Company may issue the following kinds of shares in accordance Kinds of share
with these Articles, the Act, the Rules and other Applicable Laws: capital
(a) Equity Share capital:
(i) with voting rights; and / or
(ii) with differential rights as to dividend, voting or otherwise in
accordance with the Rules; and
(b) Preference share capital
5488. Unless the shares have been issued in dematerialized form, every Issue of certificate
person whose name is entered as a member in the register of members
(1)
shall be entitled to receive within two months after allotment or within
one month from the date of receipt by the Company of the application
for the registration of transfer or transmission, sub-division,
consolidation or renewal of shares or within such other period as the
conditions of issue shall provide –
(a) one or more certificates in marketable lots for all his shares
of each class or denomination registered in his name without
payment of any charges; or
(b) several certificates, each for one or more of his shares, upon
payment of Rupees Twenty for each certificate or such
charges as may be fixed by the Board for each certificate after
the first.
(2) In respect of any share or shares held jointly by several persons, the Issue of share
Company shall not be bound to issue more than one certificate, and certificate in case of
delivery of a certificate for a share to the person first named on the joint holding
register of members shall be sufficient delivery to all such holders.
(3) Every certificate shall specify the shares to which it relates, Option to receive
distinctive numbers of shares in respect of which it is issued and the share certificate or
amount paid-up thereon and shall be in such form as the Board may hold shares with
prescribe and approve. depository
9. A person subscribing to shares offered by the Company shall have Option to receive
the option either to receive certificates for such shares or hold the share certificate or
shares in a dematerialized state with a Depository, in which event the hold shares with
rights and obligations of the parties concerned and matters connected Depository
therewith or incidental thereof, shall be governed by the provisions
of the Depositories Act, 1996 as amended from time to time, or any
statutory modification thereto or re-enactment thereof. Where a
person opts to hold any share with the Depository, the Company shall
intimate such Depository the details of allotment of the share to
enable the Depository to enter in its records the name of such person
as the beneficial owner of that share.
The Company shall also maintain a register and index of beneficial
owners in accordance with all applicable provisions of the Companies
Act, 2013 and the Depositories Act, 1996 with details of shares held
in dematerialized form in any medium as may be permitted by
law including in any form of electronic medium.
54910. If any certificate be worn out, defaced, mutilated or torn or if there be Issue of new
no further space on the back for endorsement of transfer, then upon certificate in place of
production and surrender thereof to the Company, a new certificate one defaced, lost or
may be issued in lieu thereof, and if any certificate is lost or destroyed destroyed
then upon proof thereof to the satisfaction of the Company and on
execution of such indemnity as the Board deems adequate, a new
certificate in lieu thereof shall be given. Every certificate under this
Article shall be issued on payment of fees not less than Rupees twenty
and not more than Rupees fifty for each certificate as may be fixed by
the Board.
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 Board shall
comply with such rules or regulations or requirements of any stock
exchange or the rules made under the Act or rules made under the
Securities Contracts (Regulation) Act,1956 or any other act, or rules
applicable thereof in this behalf.
11. Except as required by Applicable Laws, no person shall be
recognized by the Company as holding any share upon any trust, and
the Company shall not be bound by, or be compelled in any way to
recognize (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any interest in any
fractional part of a share, or (except only as by these Articles or by
Applicable Laws) any other rights in respect of any share except an
absolute right to the entirety thereof in the registered holder.
12. Subject to the applicable provisions of the Act and other Applicable Terms of issue of
Laws, any debentures, debenture- stock or other securities may be debentures
issued at a premium or otherwise and may be issued on condition that
they shall be convertible into shares of any denomination, and with
any privileges and conditions as to redemption, surrender, drawing,
allotment of shares and attending (but not voting) at a general
meeting, appointment of nominee directors, etc. Debentures with the
right to conversion into or allotment of shares shall be issued only with
the consent of the Company in a general meeting by special resolution.
13. The provisions of the foregoing Articles relating to issue of Provisions as to issue
certificates shall mutatis mutandis apply to issue of certificates for of certificates to
any other securities including debentures (except where the Act apply mutatis
otherwise requires) of the Company. mutandis to
debentures, etc.
Any debentures, debenture-stock or other securities may be issued at
a discount, premium or otherwise and may be issued on condition that
they shall be convertible into shares of any denomination and with any
privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) at the General Meeting,
appointment of Directors and otherwise. Debentures with the right to
conversion into or allotment of shares shall be issued only with the
consent of the company in the General Meeting by a Special
Resolution.
55014. The Company may exercise the powers of paying commissions Power to pay
conferred by the Act, to any person in connection with the commission in
(1)
subscription to its securities, provided that the rate per cent or the connection with
amount of the commission paid or agreed to be paid shall be securities issued
disclosed in the manner required by the Act and the Rules.
(2) The rate or amount of the commission shall not exceed the rate or Rate of commission
amount prescribed in the Rules. in accordance with
Rules
(3) The commission may be satisfied by the payment of cash or the Mode of payment of
allotment of fully or partly paid shares or partly in the one way and commission
partly in the other.
15. If at any time the share capital is divided into different classes of Variation of
shares, the rights attached to any class (unless otherwise provided by members’ rights
(1)
the terms of issue of the shares of that class) may, subject to the
provisions of the Act, and whether or not the Company is being
wound up, be varied with the consent in writing, of such number of
the holders of the issued shares of that class, or with the sanction of a
resolution passed at a separate meeting of the holders of the shares of
that class, as prescribed by the Act.
(2) To every such separate meeting, the provisions of these Articles Provisions as to
relating to general meetings shall mutatis mutandis apply. general meetings to
apply mutatis
mutandis to each
Meeting
16. The rights conferred upon the holders of the shares of any class issued Issue of further
with preferred or other rights shall not, unless otherwise expressly shares not to affect
provided by the terms of issue of the shares of that class, be deemed rights of existing
to be varied by the creation or issue of further shares ranking pari members
passu therewith.
17. Subject to section 55 and other provisions of the Act, the Board shall Power to issue
have the power to issue or re-issue preference shares of one or more redeemable
classes which are liable to be redeemed, or converted to equity shares, preference shares
on such terms and conditions and in such manner as determined by
the Board in accordance with the Act.
18. Where at any time, the Company proposes to increase its subscribed Further issue of
capital by issue of further Securities, either out of the unissued capital securities
(1)
or the increased share capital, such Securities shall be offered:
(a) to persons who, at the date of offer, are holders of Equity Shares
of the Company, in proportion as near as circumstances admit,
to the share capital paid up on those shares by sending a
letter of offer on the following conditions:
i. the aforesaid offer shall be made by a notice specifying the
number of Securities offered and limiting a time prescribed
under the Act from the date of the offer within which the
offer, if not accepted, will be deemed to have been declined;
ii. the aforementioned offer shall be deemed to include a right
exercisable by the person concerned to renounce the
Securities offered to him or any of them in favour of any other
person and the notice mentioned in sub- Article (i), above
shall contain a statement of this right; and
iii. after the expiry of the time specified in the aforesaid notice
or on receipt of earlier intimation from the person to whom
551such notice is given that he declines to accept the Securities
offered, the Board of Directors may dispose of them in such
manner which is not disadvantageous to the shareholders and
the Company; or
(b) to employees under any scheme of employees’ stock option,
subject to a special resolution passed by the Company and
subject to the conditions as specified under the Act and Rules
thereunder; or
(c) to any persons, if it is authorized by a special resolution
passed by the Company in a General Meeting, whether or not
those persons include the persons referred to in clause (a) or
clause (b) above, either for cash or for consideration other
than cash, subject to applicable provisions of the Act and
Rules thereunder.
The notice referred to in sub-clause (i) of sub-Article (a) shall be
dispatched through registered post or speed post or through electronic
mode to all the existing Members at least 3 (three) days before the
opening of the issue.
The provisions contained in this Article shall be subject to the
provisions of the section 42 and section 62 of the Act, the rules
thereunder and other applicable provisions of the Act.
(2) Nothing in this Article shall apply to the increase of the subscribed
capital of the Company caused by the exercise of an option as a term
attached to the debentures issued or loans raised by the Company to
convert such debenture or loans into shares in the Company.
Provided that the terms of issue of such debentures or loan containing
such an option have been approved before the issue of such debenture
or the raising of loan by a special resolution passed by the Company in
general meeting.
(3) A further issue of securities may be made in any manner whatsoever Mode of further
as the Board may determine including by way of preferential offer or issue of securities
private placement, subject to and in accordance with the Act and the
Rules.
(4) The Company shall not give, whether directly or indirectly, and
whether by means of a loan, guarantee, the provision of security or
otherwise, any financial assistance for the purpose of or in connection
with purchase or subscription made or to be made by any person of or
for any shares in the Company, nor shall the Company make a loan for
any purpose whatsoever on the security of its shares, but nothing in
this Article shall prohibit transactions mentioned in Section 67 of the
Act. Notwithstanding anything contained in these Articles but subject
to the provisions of Sections 68 to 70 and other applicable provisions
of the Act or any other law for the time being in force, the Company
may purchase its own shares or other specified securities.
19. (1) The fully paid shares will be free from all Lien, however, Company Company’s lien on
shall have a first and paramount Lien – shares
(a) on every share /Debentures (not being a fully paid share) and
upon the proceeds of sale thereof for all monies (whether
presently payable or not) called, or payable at a fixed time,
in respect of that share; and
(b) on all shares/debentures (not being fully paid shares) standing
552registered in the name of a member, for all monies presently
payable by him or his estate to the Company:
Provided that the Board may at any time declare any share/Debenture
to be wholly or in part exempt from the provisions of this Article.
Provided further that Company’s lien, if any, on such partly paid
shares, shall be restricted to money called or payable at a fixed price
in respect of such shares.
(2) The Company’s Lien, if any, on a share shall extend to all dividends Lien to extend to
or interest, as the case may be, payable and bonuses declared from time dividends, etc.
to time in respect of such shares for any money owing to the
Company.
(3) Unless otherwise agreed by the Board, the registration of a transfer of Waiver of Lien in
shares/debentures shall operate as a waiver of the Company’s Lien. case of registration
20. The Company may sell, in such manner as the Board thinks fit, any As to enforcing
shares on which the Company has a Lien: Lien by sale
Provided that no sale shall be made-
(a) unless a sum in respect of which the Lien exists is presently
payable; or
(b) until the expiration of fourteen days after a notice in writing
stating and demanding payment of such part of the amount
in respect of which the Lien exists as is presently payable,
has been given to the registered holder for the time being of
the share or to the person entitled thereto by reason of his
death or insolvency or otherwise.
21. (1) To give effect to any such sale, the Board may authorize some Validity of sale
person to transfer the shares/Debentures sold to the purchaser
thereof.
(2) The purchaser shall be registered as the holder of the Purchaser to be
shares/Debentures comprised in any such transfer. registered holder
(3) The receipt of the Company for the consideration (if any) given for Validity of
the share on the sale thereof shall (subject, if necessary, to execution Company’s receipt
of an instrument of transfer or a transfer by relevant system, as the
case may be) constitute a good title to the share and the purchaser shall
be registered as the holder of the share.
(4) The purchaser shall not be bound to see to the application of the Purchaser not
purchase money, nor shall his title to the shares be affected by any affected
irregularity or invalidity in the proceedings with reference to the sale
22. (1) The proceeds of the sale shall be received by the Company and Application of
applied in payment of such part of the amount in respect of which proceeds of sale
the Lien exists as is presently payable.
(2) The residue, if any, shall, subject to a like Lien for sums not presently Payment of residual
payable as existed upon the shares before the sale, be paid to the money
person entitled to the shares at the date of the sale.
23. The provisions of these Articles relating to Lien shall mutatis Provisions as to Lien
mutandis apply to any other securities including debentures of the to apply mutatis
Company. mutandis to
debentures, etc.
55324. (1) The Board may, from time to time, make calls upon the members in Board may make
respect of any monies unpaid on their shares (whether on account of Calls
the nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times.
Provided that no call shall exceed one-fourth of the nominal value of
the share or be payable at less than one month from the date fixed for
the payment of the preceding call
(2) Each member shall, subject to receiving at least fourteen days’ notice Notice of call
specifying the time or times and place of payment, pay to the
Company, at the time or times and place so specified, the amount
called on his shares.
(3) A call may be revoked or postponed at the discretion of the Board. Revocation or
Postponement of call
25. A call shall be deemed to have been made at the time when the Call to take effect
resolution of the Board authorizing the call was passed and may be from date of
required to be paid by instalments. resolution
26. The joint holders of a share shall be jointly and severally liable to Liability of joint
pay all calls in respect thereof. holders of shares
27. If a sum called in respect of a share is not paid before or on the day When interest on call
appointed for payment thereof (the “due date”), the person from whom or instalment
(1)
the sum is due shall pay interest thereon from the due date to the time payable
of actual payment at such rate as may be fixed by the Board.
(2) The Board shall be at liberty to waive payment of any such interest Board may waive
wholly or in part. interest
28. (1) Any sum which by the terms of issue of a share becomes payable on Sums deemed to be
allotment or at any fixed date, whether on account of the nominal calls
value of the share or by way of premium, shall, for the purposes of
these Articles, be deemed to be a call duly made and payable on the
date on which by the terms of issue such sum becomes payable.
(2) In case of non-payment of such sum, all the relevant provisions of Effect of nonpayment
these Articles as to payment of interest and expenses, forfeiture or of sums
otherwise shall apply as if such sum had become payable by virtue of
a call duly made and notified.
29. The Board: Payment in
anticipation of calls
(a) may, if it thinks fit, subject to the provisions of the Act,
may carry interest
receive from any member willing to advance the same, all or
any part of the monies uncalled and unpaid upon any shares
held by him; and
(b) upon all or any of the monies so advanced, may (until the
same would, but for such advance, become presently
payable) pay interest at such rate as may be fixed by the
Board. Nothing contained in this clause shall confer on the
member (a) any right to participate in profits or dividends
subsequently declared or (b) any voting rights in respect of
the moneys so paid by him until the same would, but for such
payment, become presently payable by him.
The Directors may at any time repay the amount so advanced.
55430. If by the conditions of allotment of any shares, the whole or part of Installments on
the amount of issue price thereof shall be payable by installments, then shares to be duly paid
every such installment shall, when due, be paid to the Company by
the person who, for the time being and from time to time, is or shall
be the registered holder of the share or the legal representative of a
deceased registered holder.
31. All calls shall be made on a uniform basis on all shares falling under the Calls on shares of
same class. same class to be on
uniform basis
Explanation: Shares of the same nominal value on which different
amounts have been paid-up shall not be deemed to fall under the same
class.
32. The provisions of these Articles relating to calls shall mutatis Provisions as to calls
mutandis apply to any other securities including debentures of the to apply mutatis
Company. mutandis to
debentures, etc.
33. (1) A common form of transfer shall be used and the instrument of Instrument of
transfer of any share in the Company shall be in writing which shall transfer to be
be duly executed by or on behalf of both the transferor and transferee executed by
and all provisions of section 56 of the Act and statutory modification transferor and
thereof for the time being shall be duly complied with in respect of transferee
all transfer of shares and registration thereof.
(2) The transferor shall be deemed to remain a holder of the share until the
name of the transferee is entered in the register of members in respect
thereof.
34. The Board may, subject to the right of appeal conferred by the section Board may refuse to
58 of the Act and other applicable provisions of the Act or any other register transfer
law for the time being in force, decline to register the transfer–
(a) any share, not being a fully paid share/debentures, to a
person of whom they do not approve; or
(b) any shares/debentures on which the Company has a
Lien.
The 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.
The Company shall within 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 Company, send notice of the refusal to
the transferee and the transferor or to the person giving intimation of
such transmission, as the case may be, giving reasons for such refusal.
35. The Board may decline to recognize any instrument of transfer Board may decline to
unless- recognize Instrument
of transfer
(a) the instrument of transfer is duly executed and is in the form
as prescribed in the Rules made under sub-section (1) of
section 56 of the Act;
(b) the instrument of transfer is accompanied by the certificate of
the shares to which it relates, and such other evidence as the
Board may reasonably require to show the right of the
transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of
shares.
555The 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.
36. On giving of previous notice of at least seven days or such lesser Transfer of shares
period in accordance with the Act and Rules made thereunder, the when suspended
registration of transfers may be suspended at such times and for such
periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than
thirty days at any one time or for more than forty five days in the
aggregate in any year.
37. Subject to the provisions of sections 58 and 59 of the Act, these Notice of refusal to
Articles and other applicable provisions of the Act or any other register transfer
Applicable Laws for the time being in force, the Board may refuse
whether in pursuance of any power of the Company under these
Articles or any other Applicable Laws to register the transfer of, or
the transmission by operation of Applicable Laws of the right to, any
shares or interest of a member in or debentures of the Company. The
Company shall within one (1) month from the date on which the
instrument of transfer, or the intimation of such transmission, as the
case may be, was delivered to Company, or such other period as may
be prescribed, send notice of the refusal to the transferee and the
transferor or to the person giving intimation of such transmission, as
the case may be, giving reasons for such refusal. Provided that,
subject to provisions of Article 32, the 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. Transfer of shares/debentures
in whatever lot shall not be refused.
38. The provisions of these Articles relating to transfer of shares shall Provisions as to
mutatis mutandis apply to any other securities including debentures transfer of shares to
of the Company. apply mutatis
Mutandis to
debentures, etc.
39. (1) On the death of a member, the survivor or survivors where the Title to shares on
member was a joint holder, and his nominee or nominees or legal death of a member
representatives where he was a sole holder, shall be the only persons
recognized by the Company as having any title to his interest in the
shares.
(2) Nothing in clause (1) shall release the estate of a deceased joint holder Estate of deceased
from any liability in respect of any share which had been jointly held member liable
by him with other persons.
40. (1) Any person becoming entitled to a share in consequence of the death Transmission Clause
or insolvency of a member may, upon such evidence being produced
as may from time to time properly be required by the Board and
subject as hereinafter provided, elect, either –
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or
insolvent member could have made.
(2) The Board shall, in either case, have the same right to decline or Board’s right
suspend registration as it would have had, if the deceased or insolvent unaffected
member had transferred the share before his death or insolvency.
55641. (1) If the person so becoming entitled shall elect to be registered as Right to election of
holder of the share himself, he shall deliver or send to the Company holder of share
a notice in writing signed by him stating that he so elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify Manner of testifying
his election by executing a transfer of the share. election
(3) All the limitations, restrictions and provisions of these regulations Limitations
relating to the right to transfer and the registration of transfers of applicable to notice
shares shall be applicable to any such notice or transfer as aforesaid
as if the death or insolvency of the member had not occurred and the
notice or transfer were a transfer signed by that member.
42. A person becoming entitled to a share by reason of the death or Claimant to be
insolvency of the holder shall be entitled to the same dividends and entitled to same
other advantages to which he would be entitled if he were the advantage
registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect
of it to exercise any right conferred by membership in relation to
meetings of the Company:
Provided that the Board may, at any time, give notice requiring any
such person to elect either to be registered himself or to transfer the
share, and if the notice is not complied with within ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or
other monies payable in respect of the share, until the requirements of
the notice have been complied with.
43. The provisions of these Articles relating to transmission by operation Provisions as to
of law shall mutatis mutandis apply to any other securities including transmission to
debentures of the Company apply mutatis
mutandis to
debentures, etc.
44. No fee shall be charged for registration of transfer, transmission, No fee for transfer or
probate, succession certificate and letters of administration, transmission
certificate of death or marriage, power of attorney or similar other
document
45. If a member fails to pay any call, or instalment of a call or any money If call or instalment
due in respect of any share, on the day appointed for payment thereof, not paid notice must
the Board may, at any time thereafter during such time as any part of be given
the call or instalment remains unpaid or a judgement or decree in
respect thereof remains unsatisfied in whole or in part, serve a notice
on him requiring payment of so much of the call or instalment or other
money as is unpaid, together with any interest which may have
accrued and all expenses that may have been incurred by the Company
by reason of non-payment.
46. The notice aforesaid shall: Form of Notice
(a) name a further day (not being earlier than the expiry of fourteen
days from the date of service of the notice) on or before
which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so
named, the shares in respect of which the call was made shall
be liable to be forfeited.
55747. If the requirements of any such notice as aforesaid are not complied In default of
with, any share in respect of which the notice has been given may, at payment of shares to
any time thereafter, before the payment required by the notice has be forfeited
been made, be forfeited by a resolution of the Board to that effect.
48. When any share shall have been so forfeited, notice of the forfeiture Entry of forfeiture in
shall be given to the defaulting member and an entry of the forfeiture register of members
with the date thereof, shall forthwith be made in the register of
members.
49. The forfeiture of a share shall involve extinction at the time of forfeiture, Effect of forfeiture
of all interest in and all claims and demands against the Company, in
respect of the share and all other rights incidental to the share.
50. (1) A forfeited share shall be deemed to be the property of the Company Forfeited shares may
and may be sold or re-allotted or otherwise disposed of either to the be sold, etc.
person who was before such forfeiture the holder thereof or entitled
thereto or to any other person on such terms and in such manner as
the Board thinks fit.
(2) At any time before a sale, re-allotment or disposal as aforesaid, the Cancellation of
Board may cancel the forfeiture on such terms as it thinks fit. forfeiture
51. (1) A person whose shares have been forfeited shall cease to be a member Members still
in respect of the forfeited shares, but shall, notwithstanding the liable to pay money
forfeiture, remain liable to pay, and shall pay, to the Company all owing at the time of
monies which, at the date of forfeiture, were presently payable by forfeiture
him to the Company in respect of the shares.
(2) The liability of such person shall cease if and when the Company Cesser of liability
shall have received payment in full of all such monies in respect of the
shares.
52. (1) A duly verified declaration in writing that the declarant is a director, Certificate of
the manager or the secretary of the Company, and that a share in the forfeiture
Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share;
(2) The Company may receive the consideration, if any, given for the Title of purchaser
share on any sale, re-allotment or disposal thereof and may execute a and transferee of
transfer of the share in favour of the person to whom the share is sold forfeited shares
or disposed of;
(3) The transferee shall thereupon be registered as the holder of the Transferee to be
share; and registered as holder
(4) The transferee shall not be bound to see to the application of the Transferee not
purchase money, if any, nor shall his title to the share be affected by affected
any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale, re-allotment or disposal of the share.
53. Upon any sale after forfeiture or for enforcing a Lien in exercise of Validity of sales
the powers hereinabove given, the Board may, if necessary, appoint
some person to execute an instrument for transfer of the shares sold
and cause the purchaser’s name to be entered in the register of
members in respect of the shares sold and after his name has been
entered in the register of members in respect of such shares the
validity of the sale shall not be impeached by any person.
55854. Upon any sale, re-allotment or other disposal under the provisions of Cancellation of share
the preceding Articles, the certificate(s), if any, originally issued in certificate in respect
respect of the relative shares shall (unless the same shall on demand by of forfeited shares
the Company has been previously surrendered to it by the defaulting
member) stand cancelled and become null and void and be of no
effect, and the Board shall be entitled to issue a duplicate
certificate(s) in respect of the said shares to the person(s) entitled
thereto.
55. The Board may, subject to the provisions of the Act, accept a Surrender of share
surrender of any share from or by any member desirous of certificates
surrendering them on such terms as they think fit.
56. The provisions of these Articles as to forfeiture shall apply in the case Sums deemed to be
of non-payment of any sum which, by the terms of issue of a share, calls
becomes payable at a fixed time, whether on account of the nominal
value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
57. The provisions of these Articles relating to forfeiture of shares shall Provisions as to
mutatis mutandis apply to any other securities including debentures forfeiture of shares to
of the Company. apply mutatis
mutandis to
debentures, etc.
55958. Subject to the provisions of the Act and these Articles, the Board may, Power of the Board to
from time to time, raise any money or any moneys or sums of money borrow monies
for the purpose of the Company; provided that the moneys to be
borrowed together with the moneys already borrowed by the
Company (apart from temporary loans obtained from the Company’s
bankers in the ordinary course of business) shall not, without the
sanction of the Company at a General Meeting, exceed the aggregate
of the paid-up capital, free reserves. The Board may, from time to
time, at its discretion raise or borrow or secure the payment of any such
sum or sums of money for the purpose of the Company, by the issue
of debentures to members, perpetual or otherwise including
debentures convertible into shares of this or any other company or
perpetual annuities in security of any such money so borrowed, raised
or received, mortgage, pledge or charge, the whole or any part of the
property, assets, or revenue of the Company, present or future,
including its uncalled capital by special assignment or otherwise or
transfer or convey the same absolutely or entrust and give the lenders
powers of sale and other powers as may be expedient and purchase,
redeem or pay off any such security. Provided that every
resolution passed by the Company in General Meeting in
relation to the exercise of the power to borrow as stated above shall
specify the total amount upto which moneys may be borrowed by the
Board of Directors, provided that subject to the provisions of the Act
and these Articles, the Board may, from time to time, at its discretion,
raise or borrow or secure the repayment of any sum or sums of money
for the purpose of the Company as such time and in such manner
and upon such terms and conditions in all respects as it thinks fit
and in particular, by promissory notes or by opening current accounts,
or by receiving deposits and advances, with or without security or by
the issue of bonds, perpetual or redeemable debentures or debenture
stock of the Company charged upon all or any part of the property of
the Company (both present and future) including its uncalled capital for
the time being or by mortgaging or charging or pledging any land,
building, bond or other property and security of the Company.
59. Subject to the provisions of the Act, the Company may, by ordinary Power to share alter
resolution - capital
(a) increase the share capital by such sum, to be divided into shares
of 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 shares:
Provided that any consolidation and division which results in
changes in the voting percentage of members shall require
applicable approvals under the Act;
(c) convert all or any of its fully paid-up shares into stock, and
reconvert that stock into fully paid-up shares of any
denomination;
(d) sub-divide its existing shares or any of them into shares of
smaller amount than is fixed by the Memorandum;
(e) cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any
person.
56060. Where shares are converted into stock: Right of the
stockholders
(a) the holders of stock may transfer the same or any part thereof in
the same manner as, and subject to the same Articles under
which, the shares from which the stock arose might before
the conversion have been transferred, or as near thereto as
circumstances admit:
Provided that the Board may, from time to time, fix the
minimum amount of stock transferable, so, however, that
such minimum shall not exceed the nominal amount of the
shares from which the stock arose;
(b) the holders of stock shall, according to the amount of stock held
by them, have the same rights, privileges and advantages as
regards dividends, voting at meetings of the Company,
and other matters, as if they held the shares from which the
stock arose; but no such privilege or advantage (except
participation in the dividends and profits of the Company
and in the assets on winding up) shall be conferred by an
amount of stock which would not, if existing in shares, have
conferred that privilege or advantage;
(c) such of these Articles of the Company as are applicable to
paid-up shares shall apply to stock and the words “share”
and “shareholder”/ “member” shall include “stock” and
“stock-holder” respectively.
61. The Company may, by resolution as prescribed by the Act, reduce in Reduction of capital
any manner and in accordance with the provisions of the Act and the
Rules, -
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.
62. Where two or more persons are registered as joint holders (not more Joint holders
than three) of any share, they shall be deemed (so far as the Company
is concerned) to hold the same as joint tenants with benefits of
survivorship, subject to the following and other provisions
contained in these Articles:
(a) The joint-holders of any share shall be liable severally as well Liability of Joint
as jointly for and in respect of all calls or instalments and other holders
payments which ought to be made in respect of such share.
(b) On the death of any one or more of such joint-holders, the Death of one or
survivor or survivors shall be the only person or persons more joint-holders
recognized by the Company as having any title to the share
but the Board may require such evidence of death as they
may deem fit, and nothing herein contained shall be taken
to release the estate of a deceased joint-holder from any
liability on shares held by him jointly with any other person.
(c) Any one of such joint holders may give effectual receipts of any Receipt of one
dividends, interests or other moneys payable in respect of Sufficient
such share.
561(d) Only the person whose name stands first in the register of Delivery of
members as one of the joint- holders of any share shall be certificate and giving
entitled to the delivery of certificate, if any, relating to such of notice to first
share or to receive notice (which term shall be deemed to named holder
include all relevant documents) and any notice served on or
sent to such person shall be deemed service on all the joint-
holders.
(e) (i) Any one of two or more joint-holders may vote at any meeting Vote of joint
either personally or by attorney or by proxy in respect of such holders
shares as if he were solely entitled thereto and if more than
one of such joint holders be present at any meeting
personally or by proxy or by attorney then that one of such
persons so present whose name stands first or higher (as the
case may be) on the register in respect of such shares shall
alone be entitled to vote in respect thereof.
(ii) Several executors or administrators of a deceased Executors or
member in whose (deceased member) sole name any share administrators as
stands, shall for the purpose of this clause be deemed joint holders
joint-holders.
(f) The provisions of these Articles relating to joint holders of shares Provisions as to joint
shall mutatis mutandis apply to any other securities including holders as to shares
debentures of the Company registered in joint names. to apply mutatis
mutandis to
debentures, etc.
63. (1) The Company by ordinary resolution in general meeting may, upon Capitalization
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 Company’s
reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in
the manner specified in clause (2) below amongst the
members who would have been entitled thereto, if distributed
by way of dividend and in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be applied, Sum how applied
subject to the provision contained in clause (3) below, either in or
towards:
(a) paying up any amounts for the time being unpaid on any
shares held by such members respectively;
(b) paying up in full, unissued shares or other securities of the
Company to be allotted and distributed, credited as fully
paid-up, to and amongst such members in the proportions
aforesaid;
(c) partly in the way specified in sub-clause (a) and partly in that
specified in sub-clause (b).
(3) A securities premium account and a capital redemption reserve Utilisation of reserves
account or any other permissible reserve account may, for the
purposes of this Article, be applied in the paying up of unissued
shares to be issued to members of the Company as fully paid bonus
shares;
(4) The Board shall give effect to the resolution passed by the Company in
562pursuance of these Article.
64. (1) Whenever such a resolution as aforesaid shall have been passed, the Powers of the
Board shall - Board for
capitalization
(a) make all appropriations and applications of the amounts
resolved to be capitalized thereby, and all allotments and
issues of fully paid shares or other securities, if any; and
(b) generally do all acts and things required to give effect
thereto.
(2) The Board shall have power - Board’s power to
issue fractional
(a) to make such provisions, by the issue of fractional
certificate/ coupon
certificates/coupons or by payment in cash or otherwise as it
etc.
thinks fit, for the case of shares or other securities becoming
distributable in fractions; and
(b) to authorize any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company
providing for the allotment to them respectively, credited as
fully paid-up, of any further shares or other securities to
which they may be entitled upon such capitalization, or as the
case may require, for the payment by the Company on their
behalf, by the application thereto of their respective
proportions of profits resolved to be capitalized, of the
amount or any part of the amounts remaining unpaid on their
existing shares.
(3) Any agreement made under such authority shall be effective and Agreement binding
binding on such members. on members
65. Notwithstanding anything contained in these Articles but subject to Buy-back of shares
all applicable provisions of the Act or any other Applicable Laws for
the time being in force, the Company may purchase its own shares
or other specified securities.
66. All general meetings other than annual general meeting shall be Extraordinary
called extraordinary general meeting. general meeting
67. The Board may, whenever it thinks fit, call an extraordinary general Powers of Board to
meeting. call extraordinary
general meeting
56368. General Meeting shall be called by giving not less than twenty one Notice of General
days’ notice, either in writing or through electronic mode as Meetings
prescribed under the Act, except as otherwise provided by law. For the
purpose of reckoning twenty one days’ notice, the day of sending the
notice and the day of the Meeting shall not be counted. The notice shall
specify the place, date, day and hour of the Meeting and the business
to be transacted thereat. In the case of special business, an
explanatory statement shall be annexed to the notice in accordance
with the provisions of Section 102 of the Act. Such notice shall be
given in the manner hereinafter mentioned or in such other manner, if
any, as prescribed under the Act, to all the Members and to the persons
entitled to a share in the consequence of death or insolvency of a
Member, and to such other persons as specified under law.
Any accidental omission to give notice of a Meeting to, or the non-
receipt of notice of a Meeting by, any Member or other person entitled
to receive such notice shall not invalidate the proceedings of the
Meeting.
69. No business shall be transacted at any general meeting unless a Presence of Quorum
Minimum required quorum as per Section 103 of the Companies
Act, 2013 of members is present at the time when the meeting
proceeds to business.
70. No business shall be discussed or transacted at any general meeting Business confined to
except election of Chairperson whilst the chair is vacant. election of
Chairperson whilst
chair vacant
71. The quorum for a general meeting shall be as provided in the Act. Quorum for general
meeting
72. If at any meeting no director is willing to act as Chairperson or if no Members to elect a
director is present within fifteen minutes after the time appointed for Chairperson
holding the meeting, the members present shall, by poll or
electronically, choose one of their members to be Chairperson of
the meeting.
73. On any business at any general meeting, in case of an equality of Casting vote of
votes, whether on a show of hands or electronically or on a poll, the Chairperson at
Chairperson shall have a second or casting vote. general meeting
74. (1) The Company shall cause minutes of the proceedings of every general Minutes of
meeting of any class of members or creditors and every resolution proceedings of
passed by postal ballot to be prepared and signed in such manner as meetings and
may be prescribed by the Rules and kept by making within thirty days resolutions passed
of the conclusion of every such meeting concerned or passing of by postal ballot
resolution by postal ballot entries thereof in books kept for that
purpose with their pages consecutively numbered.
(2) There shall not be included in the minutes any matter which, in the Certain matters not
opinion of the Chairperson of the meeting – to be included in
Minutes
(a) is, or could reasonably be regarded, as defamatory of any
person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the Company.
564(3) The Chairperson shall exercise an absolute discretion in regard to the Discretion of
inclusion or non-inclusion of any matter in the minutes on the Chairperson in
grounds specified in the aforesaid clause. relation to Minutes
(4) The minutes of the meeting kept in accordance with the provisions of Minutes to be
the Act shall be evidence of the proceedings recorded therein. Evidence
75. (1) The book/binder containing the minutes of the proceedings of any Inspection of minute
general meeting of the Company or a resolution passed by postal books of general
ballot shall: meeting
a. be kept at the registered office of the Company; and
b. be open to inspection of any member without charge, during
business hours on all working days.
(2) Any member shall be entitled to be furnished, within the time Members may obtain
prescribed by the Act, after he has made a request in writing in that copy of minutes
behalf to the Company and on payment of such fees as may be fixed
by the Board, with a copy of any minutes referred to in clause (1)
above.
76. (1) The Chairperson may, suo motu, adjourn the meeting from time to time Chairperson may
and from place to place with the consent of the members where adjourn the meeting
quorum is present
(2) No business shall be transacted at any adjourned meeting other Business at adjourned
than the business left unfinished at the meeting from which the meeting
adjournment took place.
(3) When a meeting is adjourned for thirty days or more, notice of the Notice of adjourned
adjourned meeting shall be given as in the case of an original meeting. meeting
(4) Save as aforesaid, and save as provided in the Act, it shall not be Notice of adjourned
necessary to give any notice of an adjournment or of the business to meeting not required
be transacted at an adjourned meeting.
77. Subject to any rights or restrictions for the time being attached to any Entitlement to vote
class or classes of shares - on show of hands
and on poll
(a) on a show of hands, every member present in person shall have
one vote; and
(b) on a poll, the voting rights of members shall be in proportion
to his share in the paid-up Equity Share capital of the
company.
78. A member may exercise his vote at a meeting by electronic means Voting through
in accordance with the Act and shall vote only once. electronic means
79. (1) In the case of joint holders, the vote of the senior who tenders a vote, Vote of joint
whether in person or by proxy, shall be accepted to the exclusion of the holders
votes of the other joint holders.
(2) For this purpose, seniority shall be determined by the order in which Seniority of names
the names stand in the register of members.
80. A member of unsound mind, or in respect of whom an order has been How members non
made by any court having jurisdiction in lunacy, may vote, whether compos mentis and
on a show of hands or on a poll, by his committee or other legal minor may vote
guardian, and any such committee or guardian may, on a poll, vote
by proxy. If any member be a minor, the vote in respect of his share
or shares shall be by his guardian or any one of his guardians.
56581. Any business other than that upon which a poll has been demanded Business may
may be proceeded with, pending the taking of the poll. proceed pending poll
82. No member shall be entitled to vote at any general meeting unless all Restriction on voting
calls or other sums presently payable by him in respect of shares in rights
the Company have been paid or in regard to which the Company has
exercised any right of Lien.
83. A member is not prohibited from exercising his voting on the ground Restriction on
that he has not held his share or other interest in the Company for any exercise of voting
specified period preceding the date on which the vote is taken, or on rights in other cases
any other ground not being a ground set out in the preceding Article. to be void
84. Any member whose name is entered in the register of members of the Equal rights of
Company shall enjoy the same rights and be subject to the same members
liabilities as all other members of the same class.
85. (1) Any member entitled to attend and vote at a general meeting may do Member may vote in
so either personally or through his constituted attorney or through person or otherwise
another person as a proxy on his behalf, for that meeting.
(2) The instrument appointing a proxy and the power-of attorney or other Proxies when to be
authority, if any, under which it is signed or a notarized copy of that deposited
power or authority, shall be deposited at the registered office of the
Company not less than 48 hours before the time for holding the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote, and in default the instrument of proxy
shall not be treated as valid.
86. An instrument appointing a proxy shall be in the form as prescribed in Form of proxy
the Rules.
87. A vote given in accordance with the terms of an instrument of Proxy to be valid
proxy shall be valid, notwithstanding the previous death or insanity notwithstanding
of the principal or the revocation of the proxy or of the authority death of the
under which the proxy was executed, or the transfer of the shares in principal
respect of which the proxy is given: Provided that no intimation in
writing of such death, insanity, revocation or transfer shall have
been received by the Company at its office before the
commencement of the meeting or adjourned meeting at which the
proxy is used.
88. Unless otherwise determined by the Company in general meeting, the Board of Directors
number of directors shall not be less than 3 (three) and shall not be
more than 15 (fifteen).
The First Directors of the Company were
1. Mr. Gauri Shankar Agarwala
2. Mr. Mohan Agarwal
89. The Directors shall not be required to hold any specific
qualification shares in the Company.
88A (1) The Board of Directors shall appoint the Chairperson of the Company. Chairperson and
The same individual may, at the same time, be appointed as the Managing Director
Chairperson as well as the Managing Director of the Company.
(2) The Board shall have the power to determine the directors whose Directors not liable to
period of office is or is not liable to determination by retirement of retire by rotation
566directors by rotation.
90. (1) The remuneration of the directors shall, in so far as it consists of a Remuneration of
monthly payment, be deemed to accrue from day-to-day. Directors
(2) The remuneration payable to the directors, including manager, if any, Remuneration to
shall be determined in accordance with and subject to the provisions require members’
of the Act by an ordinary resolution passed by the Company in general consent
meeting.
(3) In addition to the remuneration payable to them in pursuance of the Travelling and other
Act, the directors may be paid all travelling, hotel and other expenses expenses
properly incurred by them-
(a) in attending and returning from meetings of the Board of
Directors or any committee thereof or general meetings of the
Company; or
(b) in connection with the business of the Company.
(4) Subject to the provisions of these Articles and the provisions of the Sitting Fees
Act, the Board may, decide to pay a Director out of funds of the
Company by way of sitting fees, within the ceiling prescribed under
the Act, a sum to be determined by the Board for each meeting of the
Board or any committee or sub- committee thereof attended by him
in addition to his traveling, boarding and lodging and other expenses
incurred
91. Subject to the provisions of the Act and these Articles, the Board of Appointment
Directors, may from time to time, appoint one or more of the Directors
to be Managing Directors or other whole-time Director(s) of the
Company, for a term not exceeding five years at a time and may, from
time to time, (subject to the provisions of any contract between him or
them and the Company) remove or dismiss him or them from office
and appoint another or others in his or their place or places and the
remuneration of Managing or Whole-Time Director(s) by way of
salary and commission shall be in accordance with the relevant
provisions of the Act.
92. Subject to the provisions of the Act, the Board shall appoint Independent Director
Independent Directors, who shall have appropriate experience and
qualifications to hold a position of this nature on the Board.
93. Subject to the provisions of section 196, 197 and 188 read with Remuneration
Schedule V to the Act, the Directors shall be paid such further
remuneration, whether in the form of monthly payment or by a
percentage of profit or otherwise, as the Company in General meeting
may, from time to time, determine and such further remuneration
shall be divided among the Directors in such proportion and in such
manner as the Board may, from time to time, determine and in default
of such determination shall be divided among the Directors equally
or if so determined paid on a monthly basis.
56794. Subject to the provisions of these Articles, and the provisions of the Payment for Extra
Act, if any Director, being willing, shall be called upon to perform Service
extra service or to make any special exertions in going or residing
away from the place of his normal residence for any of the purposes
of the Company or has given any special attendance for any business
of the Company, the Company may remunerate the Director so doing
either by a fixed sum or otherwise as may be determined by
the Director
95. All cheques, promissory notes, drafts, hundis, bills of exchange and Execution of
other negotiable instruments, and all receipts for monies paid to the negotiable
Company, shall be signed, drawn, accepted, endorsed, or otherwise instruments
executed, as the case may be, by such person and in such manner as
the Board shall from time to time by resolution determine.
96. (1) Subject to the provisions of the Act, the Board shall have power at Appointment of
any time, and from time to time, to appoint a person as an additional additional directors
director, provided the number of the directors and additional
directors together shall not at any time exceed the maximum strength
fixed for the Board by the Articles.
(2) Such person shall hold office only up to the date of the next annual Duration of office of
general meeting of the Company but shall be eligible for appointment additional director
by the Company as a director at that meeting subject to the provisions
of the Act.
97. (1) The Board may appoint an alternate director to act for a director Appointment of
(hereinafter in this Article called “the Original Director”) during his alternate director
absence for a period of not less than three months from India. No
person shall be appointed as an alternate director for an independent
director unless he is qualified to be appointed as an independent
director under the provisions of the Act.
(2) An alternate director shall not hold office for a period longer than that Duration of office of
permissible to the Original Director in whose place he has been alternate director
appointed and shall vacate the office if and when the Original Director
returns to India
(3) If the term of office of the Original Director is determined before he Re-appointment
returns to India the automatic reappointment of retiring directors provisions applicable
in default of another appointment shall apply to the Original to Original Director
Director and not to the alternate director.
98. (1) If the office of any director appointed by the Company in general Appointment of
meeting is vacated before his term of office expires in the normal director to fill a
course, the resulting casual vacancy may, be filled by the Board of casual vacancy
Directors at a meeting of the Board.
(2) The director so appointed shall hold office only up to the date upto Duration of office of
which the director in whose place he is appointed would have held Director appointed
office if it had not been vacated. to fill casual
vacancy
56899. The management of the business of the Company shall be vested in General powers of
the Board and the Board may exercise all such powers, and do all the Company vested
such acts and things, as the Company is by the Memorandum or in Board
otherwise authorized to exercise and do, and, not hereby or by the
statute or otherwise directed or required to be exercised or done by
the Company in general meeting but subject nevertheless to the
provisions of the Act and other Applicable Laws and of the
Memorandum and these Articles and to any regulations, not being
inconsistent with the Memorandum and these Articles or the Act, from
time to time made by the Company in general meeting provided that
no such regulation shall invalidate any prior act of the Board which
would have been valid if such regulation had not been made.
100. (1) The Board of Directors may meet for the conduct of business, adjourn When meeting to be
and otherwise regulate its meetings, as it thinks fit. convened
Provided that the gap between the two Board meetings shall not be
more than 120 days and atleast 4 meeting shall be conducted every
fiscal year or such other days as may be provided under applicable law.
(2) The Chairperson or any one Director with the previous consent Who may summon
of the Chairperson may, or the company secretary on the direction Board meeting
of the Chairperson shall, at any time, summon a meeting of the Board.
(3) The quorum for a Board meeting shall be as provided in the Act. Quorum for Board
meetings
(4) The participation of directors in a meeting of the Board may be either Participation at
in person or through video conferencing or audio visual means or Board meetings
teleconferencing, as may be prescribed by the Rules or permitted
under Applicable Laws.
(5) At least 7 (seven) Days’ written notice shall be given in writing to Notice of Board
every Director by hand delivery or by speed-post or by registered post meetings
or by facsimile or by email or by any other electronic means, either
(i) in writing, or (ii) by fax, e-mail or other approved electronic
communication, receipt of which shall be confirmed in writing as
soon as is reasonably practicable, to each Director, setting out the
agenda for the meeting in reasonable detail and attaching the relevant
papers to be discussed at the meeting and all available data and
information relating to matters to be discussed at the meeting
except as otherwise agreed in writing by all the Directors.
101. (1) Save as otherwise expressly provided in the Act, questions arising Questions at Board
at any meeting of the Board shall be decided by a majority of votes. meeting how decided
(2) In case of an equality of votes, the Chairperson of the Board, if any, Casting vote of
shall have a second or casting vote. Chairperson at Board
meeting
102. The continuing directors may act notwithstanding any vacancy in the Directors not to act
Board; but, if and so long as their number is reduced below the when number falls
quorum fixed by the Act for a meeting of the Board, the continuing below minimum
directors or director may act for the purpose of increasing the number
of directors to that fixed for the quorum, or of summoning a general
meeting of the Company, but for no other purpose.
569103. (1) The Chairperson of the Company shall be the Chairperson at Who to preside at
meetings of the Board. In his absence, the Board may elect a meetings of the
Chairperson of its meetings and Board
determine the period for which he is to hold office.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson Directors to elect a
is not present within fifteen minutes after the time appointed for Chairperson
holding the meeting, the directors present may choose one of their
members to be Chairperson of the meeting
104. (1) The Board may, subject to the provisions of the Act, delegate any of Delegation of powers
its powers to Committees consisting of such member or members of
its body as it thinks fit.
(2) Any Committee so formed shall, in the exercise of the powers so Committee to
delegated, conform to any regulations that may be imposed on it by the conform to Board
Board. regulations
(3) The participation of directors in a meeting of the Committee may Participation at
be either in person or through video conferencing or audio Committee meetings
visual means or teleconferencing, as may be prescribed by the Rules
or permitted under Applicable Laws.
105. (1) A Committee may elect a Chairperson of its meetings unless the Chairperson of
Board, while constituting a Committee, has appointed a Chairperson Committee
of such Committee.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson Who to preside at
is not present within fifteen minutes after the time allocated for meetings of
holding the meeting, the members present may choose one of their Committee
members to be Chairperson of the meeting.
106. (1) A Committee may meet and adjourn as it thinks fit. Committee to meet
(2) Questions arising at any meeting of a Committee shall be determined Questions at
by a majority of votes of the members present. Committee meeting
how decided
(3) In case of an equality of votes, the Chairperson of the Committee shall Casting vote of
have a second or casting vote. Chairperson at
Committee meeting
107. All acts done in any meeting of the Board or of a Committee thereof Acts of Board or
or by any person acting as a director, shall, notwithstanding that it Committee valid
may be afterwards discovered that there was some defect in the notwithstanding
appointment of any one or more of such directors or of any person defect of
acting as aforesaid, or that they or any of them were disqualified or appointment
that his or their appointment had terminated, be as valid as if every
such director or such person had been duly appointed and was
qualified to be a director.
108. Save as otherwise expressly provided in the Act, a resolution in Passing of resolution
writing, signed, whether manually or by secure electronic mode, by a by Circulation
majority of the members of the Board or of a Committee thereof, for
the time being entitled to receive notice of a meeting of the Board or
Committee, shall be valid and effective as if it had been passed at a
meeting of the Board or Committee, duly convened and held.
570109. Subject to the provisions of the Act, -A chief executive officer, Chief Executive
manager, company secretary and chief financial officer may be Officer, etc.
(1)
appointed by the Board for such term, at such remuneration and upon
such conditions as it may think fit; and any chief executive officer,
manager, company secretary and chief financial officer so appointed
may be removed by means of a resolution of the Board; the Board may
appoint one or more chief executive officers for its multiple
businesses.
(2) A director may be appointed as chief executive officer, manager, Director may be
company secretary or chief financial officer. chief executive
officer, etc.
110. The Company shall keep and maintain at its registered office all Statutory registers
statutory registers namely, register of charges, register of members,
register of debenture holders, register of any other security holders,
the register and index of beneficial owners and annual return, register
of loans, guarantees, security and acquisitions, register of
investments not held in its own name and register of contracts and
arrangements for such duration as the Board may, unless otherwise
prescribed, decide, and in such manner and containing such particulars
as prescribed by the Act and the Rules.
The registers and copies of annual return shall be open for inspection
during business hours on all working days, at the registered office of
the Company by the persons entitled thereto on payment, where
required, of such fees as may be fixed by the Board but not
exceeding the limits prescribed by the Rules.
111. (1) The Company may exercise the powers conferred on it by the Act Foreign register
with regard to the keeping of a foreign register; and the Board may
(subject to the provisions of the Act) make and vary such regulations
as it may think fit respecting the keeping of any such register.
(2) The foreign register shall be open for inspection and may be closed,
and extracts may be taken therefrom and copies thereof may be
required, in the same manner, mutatis mutandis, as is applicable
to the register of members.
112. The Company in general meeting may declare dividends, but no Company in general
dividend shall exceed the amount recommended by the Board but meeting may declare
the Company in general meeting may declare a lesser dividend. dividends
113. Subject to the provisions of the Act, the Board may from time to time Interim dividends
pay to the members such interim dividends of such amount on such
class of shares and at such times as it may think fit.
112A Subject to the provisions of the Act, the Board may from time to time Special dividends
pay to the members such special dividends of such amount on such
class of shares and at such times as it may think fit.
571114. (1) The Board may, before recommending any dividend, set aside out of Dividends only to be
the profits of the Company such sums as it thinks fit as a reserve or paid out of profits
reserves which shall, at the discretion of the Board, be applied for any
purpose to which the profits of the Company may be properly applied,
including provision for meeting contingencies or for equalizing
dividends; and pending such application, may, at the like discretion,
either be employed in the business of the Company or be invested in
such investments (other than shares of the Company) as the Board
may, from time to time, think fit.
(2) The Board may also carry forward any profits which it may consider Carry forward of
necessary not to divide, without setting them aside as a reserve. Profits
115. (1) Subject to the rights of persons, if any, entitled to shares with special Division of profits
rights as to dividends, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in
respect whereof the dividend is paid, but if and so long as nothing is
paid upon any of the shares in the Company, dividends may be
declared and paid according to the amounts of the shares.
(2) No amount paid or credited as paid on a share in advance of calls Payments in advance
shall be treated for the purposes of this Article as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the Dividends to be
amounts paid or credited as paid on the shares during any portion or apportioned
portions of the period in respect of which the dividend is paid; but if
any share is issued on terms providing that it shall rank for dividend
as from a particular date such share shall rank for dividend
accordingly.
116. (1) The Board may deduct from any dividend payable to any member all No member to
sums of money, if any, presently payable by him to the Company on receive dividend
account of calls or otherwise in relation to the shares of the Company. whilst indebted to
the Company and
Company’s right to
reimbursement
therefrom
(2) The Board may retain dividends payable upon shares in respect of Retention of
which any person is, under the Transmission Clause hereinbefore dividends
contained, entitled to become a member, until such person shall
become a member in respect of such shares.
117. Any dividend, interest or other monies payable in cash in respect Dividend how
of shares may be paid by electronic mode or by cheque or warrant remitted
(1)
sent through the post directed to the registered address of the holder
or, in the case of joint holders, to the registered address of that one of
the joint holders who is first named on the register of members, or to
such person and to such address as the holder or joint holders may in
writing direct.
(2) Every such cheque or warrant shall be made payable to the order of the Instrument of Payment
person to whom it is sent.
572(3) Payment in any way whatsoever shall be made at the risk of the person Discharge to Company
entitled to the money paid or to be paid. The Company will not be
responsible for a payment which is lost or delayed. The Company will
be deemed to having made a payment and received a good discharge
for it if a payment using any of the foregoing permissible means is
made.
118. Any one of two or more joint holders of a share may give effective Receipt of one holder
receipts for any dividends, bonuses or other monies payable in sufficient
respect of such share.
119. No dividend shall bear interest against the Company. No interest on
dividends
120. The waiver in whole or in part of any dividend on any share by any Waiver of dividends
document shall be effective only if such document is signed by the
member (or the person entitled to the share in consequence of the
death or bankruptcy of the holder) and delivered to the Company and
if or to the extent that the same is accepted as such or acted upon
by the Board.
121. (1) Where the Company has declared a dividend but which has not been Transfer of unclaimed
paid or claimed within thirty (30) days from the date of declaration, dividend
the Company shall, within seven (7) days from the date of expiry of
the said period of thirty (30) days, transfer the total amount of
dividend which remains unpaid or unclaimed, to a special account to
be opened by the Company in that behalf in any scheduled bank
subject to the applicable provisions of the Act and the Rules made
thereunder.
(2) The Company shall, within a period of ninety days of making any Transfer to IEPF
transfer of an amount, as stated above to the unpaid dividend account, Account
prepare a statement containing the names, their last known addresses
and the unpaid dividend to be paid to each person and place it on the
website of the Company, if any, and also on any other website
approved by the Central Government for this purpose, in such form,
manner and other particulars as may be prescribed.
If any default is made in transferring the total amount referred to in
sub-article (1) or any part thereof to the unpaid dividend account of
the Company, it shall pay, from the date of such default, interest on
so much of the amount as has not been transferred to the said account,
at the rate of twelve per cent. per annum and the interest accruing on
such amount shall ensure to the benefit of the members of the
company in proportion to the amount remaining unpaid to them.
Any money transferred to the unpaid dividend account of the
Company which remains unpaid or unclaimed for a period of seven
(7) years from the date of such transfer, shall be transferred by the
Company to the Investor Education and Protection Fund established
under section 125 of the Act. Any person claiming to be entitled to an
amount may apply to the authority constituted by the Central
Government for the payment of the money claimed.
All shares in respect of which dividend has not been paid or claimed
for 7 (seven) consecutive years or more shall be transferred by the
Company in the name of the Investors Education and Protection Fund
subject to the provisions of the Act and Rules.
573(3) No unclaimed or unpaid dividend shall be forfeited by the Board until Forfeiture of
the claim becomes barred by Applicable Laws. unclaimed dividend
122. (1) The books of account and books and papers of the Company, or any Inspection by Directors
of them, shall be open to the inspection of directors in accordance
with the applicable provisions of the Act and the Rules.
(2) No member (not being a director) shall have any right of inspecting Restriction on
any books of account or books and papers or document of the inspection by
Company except as conferred by Applicable Laws or authorized by members
the Board.
123. Subject to the applicable provisions of the Act and the Rules made Winding up of
thereunder – Company
(1) If the Company shall be wound up, the liquidator may, with the
sanction of a special resolution of the Company and any other
sanction required by the Act, divide amongst the members, in specie
or kind, the whole or any part of the assets of the Company,
whether they shall consist of property of the same kind or not.
(2) For the purpose aforesaid, the liquidator may set such value as he
deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the
members or different classes of members.
(3) The liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no member shall
be compelled to accept any shares or other securities whereon there
is any liability.
124. (1) Subject to the provisions of the Act, every director, managing Directors and
director, whole-time director, manager, company secretary and other officers right to
officer of the Company shall be indemnified by the Company out of indemnity
the funds of the Company, to pay all costs, losses and expenses
(including travelling expense) which such director, manager,
company secretary and officer may incur or become liable for by
reason of any contract entered into or act or deed done by him in his
capacity as such director, manager, company secretary or officer or in
any way in the discharge of his duties in such capacity including
expenses.
(2) Subject as aforesaid, every director, managing director, manager,
company secretary or other officer of the Company shall be
indemnified against any liability incurred by him in defending any
proceedings, whether civil or criminal in which judgement is given
in his favour or in which he is acquitted or discharged or in
connection with any application under applicable provisions of the
Act in which relief is given to him by the Court.
(3) The Company may take and maintain any insurance as the Board may Insurance
think fit on behalf of its present and/or former directors and key
managerial personnel for indemnifying all or any of them against any
liability for any acts in relation to the Company for which they may
be liable but have acted honestly and reasonably.
574125. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Secrecy
Committee, Officer, Servant, Agent, Accountant or other person
employed in the business of the Company shall, if so required by the
Directors, before entering upon his duties, sign a declaration
pleading himself to observe strict secrecy respecting all transactions
and affairs of the Company with the customers and the state of the
accounts with individuals and in matters relating thereto, and shall by
such declaration pledge himself not to reveal any of the matter which
may come to his knowledge in the discharge of his duties except when
required so to do by the Directors or by any meeting or by a Court of
Law and except so far as may be necessary in order to comply with
any of the provisions in these presents contained.
126. Wherever in the Act, it has been provided that the Company shall General power
have any right, privilege or authority or that the Company could carry
out any transaction only if the Company is so authorized by its
Articles, then and in that case this Article authorizes and empowers
the Company to have such rights, privileges or authorities and to
carry out such transactions as have been permitted by the Act, without
there being any specific Article in that behalf herein provided.
At any point of time from the date of adoption of these Articles, if the
Articles are or become contrary to the provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time (the
“Listing Regulations”), the provisions of the Listing Regulations
shall prevail over the Articles to such extent and the Company shall
discharge all of its obligations as prescribed under the Listing
Regulations, from time to time.
575PART B
Notwithstanding anything to the contrary contained in the preceding Articles 1 to 126 of Part A, the provisions of
Article 1 to Article 25 contained in Part B of these Articles shall apply in accordance with their terms and in the
event of any inconsistency or contradictions between the provisions of Part A of these Articles and the provisions
of Part B of these Articles, the provisions of Part B of these Articles shall override and prevail over the provisions
of Part A of these Articles. Notwithstanding anything contained in Part B of this Article, in the event if the
provisions of Part B of this Article is in conflict with SHA amendment dated, August 27, 2025 (“SHA
Amendment”), then the provision of the SHA Amendment will prevail.
1. DEFINITIONS AND INTERPRETATION
Definitions
1.1. In these Articles, unless the context requires otherwise, the following words and expressions shall have
the following meanings:
“Accounts” means the balance sheet and cash flow statement of the Company as at the Accounts Date and the
profit and loss account of the Company in respect of the Financial Year ended on the Accounts Date, together
with any notes, reports, statements or documents included in or annexed to them, all of which are certified by the
auditors of the Company;
“Act” means the Companies Act, 1956 and the Companies Act, 2013;
“Additional Payment” has the meaning attributed to it in Article 5.11 below;
“Affiliate” means, in relation to any Person, any entity controlled, directly or indirectly, by that Person, any entity
that controls, directly or indirectly, that Person, or any entity under common control with that Person or, in the
case of a natural Person, any Relative (as such term is defined in the Act) of such Person. For the purpose of this
definition:
1.1.a.1. “control” means the power to direct the management and policies of an entity including through
the ownership of voting capital, by contract;;
1.1.a.2. A holding or subsidiary company of any entity shall be deemed to be an Affiliate of that entity;
and
1.1.a.3. The Company shall be deemed not to be an Affiliate of any Investor.
Any member of the Investor Group shall be deemed to be an Affiliate of the Investor.
“Agreement” means the investment agreement dated September 24, 2013 executed by and between the Company,
the Promoters and the Investor;
“Ancillary Agreement” means each of the Agreement, the SPA, the Termination Agreement and such other
agreements / documents as may be required to be executed for or in connection with the consummation of the
transactions contemplated herein;
“Arbitration Act” means the Arbitration and Conciliation Act, 1996;
“Base Payment” has the meaning attributed to it in Article 5.11 below;
“Bawal Plant” has the meaning attributed to it in Article 13.4;
“Big Five Firms” means any of KPMG, Ernst & Young, Price Waterhouse Coopers and Deloitte, Touche and
Tomhatsu, and Grant Thornton, or their affiliates in India;
“Board” means the board of directors of the Company;
576“Business” means the business of manufacture and sale of aluminium, aluminium alloys, zinc and zinc alloys,
either in the form of ingots or in hot liquid condition, as per customer requirement and further includes any other
business as the Company may engage in with the mutual consent of the Shareholders;
“Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open in New
Delhi, India and Port Louis, Mauritius for the transaction of normal banking business;
“Business Plan” means the business plan prepared by or on behalf of the Company, in respect of the Company
and its Subsidiaries, for every Financial Year, which includes details of their respective operations, financials,
capital expenditure, and other relevant targets, and the documents annexed to that business plan as more
particularly listed out in Article Error! Reference source not found.. The Business Plan is annexed at Schedule
4 to the Agreement. References to “Business Plan” accordingly shall be references to the latest Business Plan
approved by the Investor;
“Chennai Plant” has the meaning attributed to it in Article 13.4;
“CCPS” means compulsorily convertible participatory preference shares of the Company having a face value of
Rs. 10/- each and having the characteristics set out at Article 23below;
“Claim” has the meaning attributed to it in Article Error! Reference source not found.below;
“Claimant” has the meaning attributed to it in Article Error! Reference source not found.below;
“Company” means CMR Green Technologies Limited, a company incorporated in India under the provisions of
the Companies Act, 1956, and whose registered office is at Unit no. 802- 803, 8th floor SSR Corporate Park Sector
27B, Faridabad, Haryana – 121001
“Competitor” means the persons listed in Article 24below. It is hereby clarified that the list of Competitors in
these Articles shall be mutually revised by the Shareholders every 12 (Twelve) months from the Completion Date;
“Completion” shall mean the occurrence of the actions as mentioned in Clause 5 of the Agreement;
“Completion Date” means that date on which Completion occurs;
“Connected Person/Concern” of the Company includes:
(i) any company under the same management (as defined by Section 370 (1-B) of the Act) as the Company;
(ii) any member, director, , Key Management of the Company or any Affiliate of, any such member or director;
(iii) the Promoters or any Affiliate of the Promoters;
(iv) the trustees and beneficiaries of any trust in which the Company, the Promoters or any Affiliate of the
Promoters is either a trustee or beneficiary;
(v) any director of the Company or of any holding or subsidiary company of the Company or of any Affiliate
of the Company;
(vi) any trust in which any Promoters or any Affiliate of a Promoters is a trustee or beneficiary;
(vii) any director of any holding or subsidiary company of any Promoter or any Affiliate of the Promoters;
(viii) any Affiliate of the Company, or of a director referred to above (“such director”);
(ix) any firm or unlisted company in which the Company, the Promoters, any such director or any Affiliate or
partner of any such director, Promoters or Affiliate is a partner, shareholder or director or has any share,
control or interest;
(x) any listed company in which the Company, the Promoters, any such director or any Affiliate or partner of
any such director, Promoters or Affiliate is a director or hold/s shares exceeding 5% (Five per cent) of the
paid-up equity share capital of such listed company;
577(xi) any company, the board of directors, managing director or manager whereof acts or is accustomed to act in
accordance with the directions or instructions of the Board of Directors of the Company, of the Promoters,
of any such director or of any Affiliate mentioned above;
“Conflicts Committee” has the meaning attributed to it in Article 13.6;
“Consent” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, Contract,
license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person;
“Contract” means all loan agreements, indentures, letters of credit (including related letter of credit applications
and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes,
guarantees, surety obligations, warranties, licenses, franchises, permits, powers of attorney, purchase orders,
leases, and other agreements, contracts, instruments, obligations, offers, legally binding commitments,
arrangements and understandings, written or oral;
“Default Notice” has the meaning attributed to it in Article 19.2
“Defaulting Party” has the meaning attributed to it in Article 19.1
“Dilution Instrument” mean Equity Shares or any other equity or preferred or other securities of the Company
or any options to purchase or rights to subscribe for securities by their terms convertible into or exchangeable for
Equity Shares or any other equity or preferred securities of the Company;
“Encumbrance” means any encumbrance including, without limitation, any claim, deed of trust, right of others,
security interest, burden, title defect, title retention agreement, Lease, covenant, debenture, mortgage, pledge,
charge, hypothecation, lien, deposit by way of security, bill of sale, option interest, proxy, beneficial ownership
(including usufruct and similar entitlements), encroachment, public right, easement, common right, way leave,
any provisional or executional attachment and any other interest held by a third party;
“Environmental Law” means any common or statutory law, regulation, directive or other law and all codes of
practice, statutory guidance and the like in any jurisdiction relating to the environment, pollution of the environment,
human health or safety or the welfare of any other living organism which applies to the company concerned, its
premises or its activities;
“Environmental and Business Principles Undertaking” means the plan set forth in Article 13.19;
“Equity Shares”means equity shares having a face value of Rs.10/- (Rupees ten only) each;
“Equity Securities” means any Equity Shares or any securities representing, or representing a right (upon
conversion, exercise, exchange or otherwise) to receive, Equity Shares;
“Event of Default” has the meaning attributed to it in Article 22.1;
“Exchanges” means the Bombay Stock Exchange Limited, the National Stock Exchange (including, in either
case, any successor thereto) and any internationally recognized stock exchange or quotation system acceptable to
the Investor;
“Expenses” has the meaning attributed to it in Article6.13;
“Fair Market Value” means the equity valuation of the Company determined in the manner set out in Article
25;
“Financial Year” means a financial year commencing on 1 April of a calendar year and ending on 31 March in
the immediately succeeding calendar year;
“Fundamental Warranties” has the meaning attributed to it in Article 5.8;
“Governmental Authority” includes any nation or government, any state or other political subdivision thereof;
578any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government, including, without limitation, any government authority, agency, department, board,
commission or instrumentality of any nation or any political subdivision thereof; any court, tribunal or arbitrator;
and any self-regulatory organization; and includes the Securities and Exchange Board of India (“SEBI”),
recognised stock exchanges or quotation systems, the Reserve Bank of India (“RBI”) and the Foreign Investment
Promotion Board (“FIPB”);
“Governmental Approvals” means any Consent, with or to any Governmental Authority;
“Group” means all the Group Companies. Where in these Articlesit provides that ‘the Group shall/will/must’ in
relation to a particular act, or uses any similar expression, this means that the Company must, and must procure that
each Group Company carries out the act in question;
“Group Company” means the Company and any company which is for the time being a subsidiary of the Company;
“Indebtedness” as applied to any Person, means, without duplication, (a) all indebtedness for borrowed money,
(b) all financial obligations evidenced by a note, bond, debenture, letter of credit, draft or similar instrument,
(c) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance
sheet in conformity with Generally Accepted Accounting Principles in India (“GAAP”), (d) notes payable and
drafts accepted representing extensions of credit, (e) any financial obligation owed for all or any part of the
deferred purchase price of property or services, (f) all guarantees of any financial nature extended by such Person
with respect to Indebtedness of any other Person and (g) all indebtedness and obligations of the types described
in the foregoing clauses (a) through (f) to the extent secured by any Encumbrance on any property or asset owned
or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that
Person or is non-recourse to the credit of that Person;
“Indemnifiable Amounts” has the meaning attributed to it in Article 6.13;
“Indemnified Parties” has the meaning attributed to it in Article 5.1 below;
“Indemnitee” has the meaning attributed to it in Article 6.13;
“Investment Amount” has the meaning attributed to it in Recital D of the Agreement;
“Investor” means Global Scrap Processors Limited, a company incorporated under the laws of Mauritius, having
its registered office at 10th Floor, Raffles Tower, 19 CybercityEbene, Republic of Mauritius;
“Investor’s Consent” shall mean the prior written consent of the Investor;
“Investor Director” has the meaning attributed to it in Article Error! Reference source not found. below;
“Investor Group” means, with respect to the Investor, the Investor and any Affiliate(s) and any Investor Related
Party;
“Investor Securities” means with respect to the Investor, the Equity Securities from time to time held by the
Investor and/or any member of the Investor Group (including the Equity Securities to be issued to the Investor
under the terms of the Agreement, the Equity Share purchased under the SPA and any Equity Securities at any
time acquired by the Investor or any member of the Investor Group), so long as such Equity Securities are held
by the Investor or a member of the Investor Group;
“IPO” has the meaning attributed to it in Article6.8;
“IRR” means the discount rate that, when applied to (i) the investment in the Company (whether through the
subscription or the purchase of Equity Securities and/or CCPS) made by the Investor (determined as of the date
of contribution of such respective investment, by the Investor) and (ii) any payments made out by the Company
or the Promoters to the Investor on account of any distribution of distributable profits or dividends of the Company
or the purchase of Equity Securities by the Promoters, would result in the net present value of that stream of
repayments and distributions, to be zero. All such repayments and distributions by the Company and Promoters
shall be INR denominated and calculated net of all duties, costs, expenses, and such Taxes as are due and payable
by the Company.
579“Issue Price” has the meaning attributed to it in Article 13.12;
“JV” has the meaning attributed to it in Article 13.4;
“Key Personnel” means Chief Executive Officer (“CEO”), Managing Director, Chief Technology Officer, Chief
Financial Officer (“CFO”) or Chief Operating Officer, in each case by whatever name so called;
“Law” includes all treaties, statutes, enactments, acts of legislature or parliament, laws, codes, ordinances, rules,
by-laws, regulations, notifications, guidelines, policies, directions, directives and orders, decisions, decrees of any
Governmental Authority, statutory authority, tribunal, board, court or recognised stock exchange and
Governmental Approvals;
“Leases” means real property and equipment leases, sub-leases, licenses and occupancy agreements and notices;
“Litigation” includes any action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena,
inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending, by or
before any court, tribunal, arbitrator or other Governmental Authority;
“Liquidation Preference Amount” has the meaning attributed to it in Article 13.14
“Losses” in relation to the indemnified parties, includes all losses, claims, demands, liabilities, obligations, fines,
expenses, royalties, Litigation, deficiencies, costs, and damages (whether direct, indirect, general, special,
absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including
interests and penalties with respect thereto and out-of-pocket expenses, including reasonable attorneys’ and
accountants’ fees and disbursements;
“Manesar Plant” has the meaning attributed to it in Article 13.4;
“Material Adverse Effect” means any (a) event, occurrence, fact, condition, change, development or effect that
is, or may reasonably be, materially adverse to the valuation, business, operations, prospects, profits, results of
operations, condition (financial or otherwise), properties (including intangible properties), assets (including
intangible assets) or liabilities of the Company and/or the Business,(b) material impairment of the ability of the
Company or the Promoters to perform their respective obligations hereunder, or (c) any material adverse change
in India or financial markets;
“New Shareholders” means any shareholder other than the Promoters and the Investor, and “New Shareholder”
means any of them;
“Observer” has the meaning attributed to it in Article 6.10 below;
“Offer Notice” has the meaning attributed to it in Article 11.9(b);
“Offer Period” has the meaning attributed to it in Article 11.9(c);
“Offer Price” has the meaning attributed to it in Article 11.9(b);
“Offer Response Notice” has the meaning attributed to it in Article 11.9(c);
“Organisational Documents” means the articles of incorporation, certificate of incorporation, charter, bylaws,
memorandum and articles of association, articles of formation, regulations, operating agreement, certificate of
limited partnership, partnership agreement, and all other similar documents, instruments or certificates executed,
adopted, or filed in connection with the creation, formation, or organization of a Person, including any
amendments thereto;
“Other Company” has the meaning attributed to it in Article6.4;
“Person(s)”means any individual, sole proprietorship, unincorporated association, unincorporated organization,
firm, body corporate, corporation, company, partnership, unlimited or limited liability company, joint venture,
Governmental Authority, business trust or trust or any other entity or organization;
580“Preferred Listing Period”has the meaning attributed to it in Article 14.1 below;
“Promoters” means Mohan Agarwal (HUF), Gauri Shankar Agarwala (HUF), Smt. KalawatiAgarwal w/o Mr.
Gauri Shankar Agarwala, Smt. Pratibha Agarwal w/o Mr. Mohan Agarwal, M/s Ramayana Polymers Pvt. Ltd.,
M/s Forever Multimedia Pvt Ltd, M/s Sanjivani Non Ferrous Trading Private Limited, M/s Grand Metal Recycling
Pvt. Ltd., and M/s Suvridhi Financial Services Ltd.;
“Promoter Sale Shares” has the meaning attributed to it in Article 11.9(b);
“Promoter Seller” has the meaning attributed to it in Article 11.9(b);
“Purchaser” has the meaning attributed to it in Article17.1;
“Put Notice” has the meaning attributed to it in Article 16.1;
“Put Price” has the meaning attributed to it in Article 16.1;
“Put Right” has the meaning attributed to it in Article 16.1;
“QIPO” means a fully and firmly underwritten initial public offering of Equity Securities by the Company,
pursuant to which the Equity Securities are listed on one or more of the Exchanges and which offering satisfies
each of the following conditions:(i) the Equity Securities are listed or quoted on the Exchanges, (ii) the initial
public offering is consummated within the Preferred Listing Period and (iii) the terms and conditions of such
offering are acceptable to the Investor and the offering is undertaken in accordance with Article 14;
“Reorganisation” means every issue by way of capitalisation of profits or reserves and every issue by way of
rights or bonus and every consolidation or sub-division or reduction of capital, buy-back of securities or capital
distribution or other reconstruction or adjustment relating to the equity share capital of the Company and any
amalgamation or reconstruction affecting the equity share capital of the Company;
“Related Party” means any management companies of the Investor (the “Management Companies”), any
fund(s) or entity / entities that is / are managed by a management company(ies) where a majority of the
shareholders of such new management company(ies) are shareholders in any of the Management Companies (the
“New Fund(s)”), any management companies of the New Funds (the “New Management Companies”) and any
subsidiaries of the Existing Funds, Management Companies, the New Funds and the New Management
Companies;
“Representatives” means, as to any Person, its accountants, counsels, consultants (including actuarial, and
industry consultants), officers, directors, employees, agents and other advisors;
“Required Governmental Approvals” means such Governmental Approvals, if any, as may be necessary or
advisable for the subscription, issue and purchase of the Subscription Shares and the Sale Shares by the Investor
on the terms contained herein and in the Ancillary Agreements and the consumation of the transactions
contemplated herein and therein, including any Governmental Approvals which are granted automatically
contingent upon requisite filing of specified documents and/or reports being made;
“Reserved Matters” means the matters specified in Article 9 hereto;
“Respondent” has the meaning attributed to it in Article 22.2 below;
“Response Notice” has the meaning attributed to it in Article 11.10(c);
“Rupees”or “Rs.” means the lawful currency of the Republic of India;
“Sale Consideration” has the meaning attributed to it in Recital (D) of the Agreement;
“Sale Shares” has the meaning attributed to it in Recital (D) of the Agreement;
“Secondary Sale Notice” has the meaning attributed to it in Article 17.3;
581“Seller” means IFCI Venture Capital Fund Limited;
“Shareholders” means the Company, the Investor and the Promoters (and “Shareholder” shall be construed
accordingly);
“Shareholders Meeting” has the meaning attributed to it in Article 10.3 below;
“SPA” has the meaning attributed to it in Recital C of the Agreement;
“Subsidiary” has the meaning given to such term in Section 4 of the Act. It is clarified that for the purposes of
this Agreement, any reference to “Subsidiaries” shall include any future subsidiaries of the Company;
“Subscription Consideration” has the meaning attributed to it in Recital (C) above;
“Subscription Shares” has the meaning attributed to it in Recital (C) above;
“Tag Offer Notice” has the meaning attributed to it in Article 11.10(b);
“Tag Offer Period” has the meaning attributed to it in Article 11.10(c)
“Tag Offer Price” has the meaning attributed to it in Article 11.10(b)(vii);
“Tag Offered Shares” has the meaning attributed to it in Article 11.10(b)(i);
“Tax” or “Taxation” means any central, federal, state, local or foreign income, alternative, minimum,
accumulated earnings, personal holding company, franchise, share capital, profits, windfall profits, gross receipts,
sales, use, value added, transfer, registration, transaction, documentary, recording, listing, stamp, premium, excise,
customs, severance, environmental, real property, personal property, ad valorem, occupancy, license, occupation,
wage, withholding, provident fund, insurance, gratuity, employment, payroll, social security, disability,
unemployment, workers’ compensation, withholding, dividend or other similar tax, duty, fee, contribution, levy,
impost, assessment or other governmental charge or deficiencies thereof (including all interests, surcharges, fines
and penalties thereon and additions thereto) due, payable, levied, imposed upon or claimed to be owed;
“Tax Holiday” includes any relief from Taxation, or allowance, exemption, set-off or deduction in computing,
or against, profits, income or gains for the purposes of Taxation, or a credit against Taxation;
“Tax Return” means any return, report, declaration, form, claim for refund or information return or statement
relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;
“Termination Agreement” means the agreement to be executed by and between the Seller, the Promoters and
the Company in the form set out in the SPA;
“Third Party Purchaser” has the meaning attributed to it in Article 11.9(b);
“Transfer” includes any transfer, assignment, sale, disposal, lease or Encumbrance;
“Warranties” means the representations and warranties provided by the Company and the Promoters, and
including those set out in Clause 8 and Schedule 9 of the Agreement; and
“Written Consent” has the meaning attributed to it in Article 10.3 below.
Interpretation
1.2. In these Articles, unless the context requires otherwise:
a) the headings are inserted for ease of reference only and shall not affect the construction or interpretation
of these Articles;
b) references to one gender shall include all genders;
582c) any reference to any enactment or statutory provision is a reference to it as it may have been, or may
from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and
includes all instruments or orders made under such enactment;
d) words in the singular shall include the plural and vice versa;
e) any reference to Article, shall be deemed to be a reference to an Article of these Articles;
f) references to an agreement or document shall be construed as a reference to such agreement or
document as the same may have been amended, varied, supplemented or novated in writing at the relevant
time in accordance with the requirements of such agreement or document and, if applicable, of this
Agreement with respect to amendments.
g) any reference to a Shareholder to these Articles shall include, in the case of a body corporate, references
to its successors and permitted assigns and in the case of a natural Person, to his or her heirs, executors,
administrators and legal representatives, each of whom shall be bound by the provisions of these Articles
in the same manner as the Shareholder itself is bound;
h) any reference in these Articles to an amount in US Dollars shall include its market rate equivalent (using
official RBI published rates) at the commencement of business on the relevant date in Indian Rupees;
i) any reference to a document in Agreed Form is to a document in form and substance agreed among the
Company and the Investor;
j) the words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to these Articles
as a whole and not merely to the specific articleor paragraph in which such word appears; and
k) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.
2. AGREEMENT TO INVEST
2.1. On and subject to the terms and conditions contained in the Agreement, at Completion, the Investor shall
subscribe to and the Company will allot and issue to the Investor, the Subscription Shares for the Subscription
Consideration.
2.2. In consideration thereof, the Company and the Promoters agree to provide the Investor with the rights
contained herein and in the other Ancillary Agreements.
2.3. The CCPS shall have the characteristics set out in these Articles and shall, upon exercise by the Investor
convert into Equity Shares of the Company, in accordance with such characteristics.
2.4. It is clarified that all the rights of the Investor hereunder shall extend to and be applicable to the Equity
Shares purchased by the Investor under the SPA.
2.5. Until the CCPS are converted into Equity Shares, for the purposes of any of its rights hereunder, the
Investor shall be deemed to hold 1,530,844 (One Million Five Hundred And Thirty Thousand Eight Hundred And
Forty Four) Equity Shares (as adjusted for any Reorganisation).
3. CONDITIONS SUBSEQUENT
3.1. The Company and the Promoters shall fulfil, to the satisfaction of the Investor, the following Conditions
Subsequent:
a) The Company shall within 2 (two) days of the Completion, file with the Registrar of Companies, Form
No. 2 in connection with the issuance and allotment of the Subscription Shares to the Investor;
b) The Company shall within 2 (two) days of the Completion, file Form No. 32 with the Registrar of
Companies, in relation to the appointment of the Investor Director;
583c) The Company shall finalize a companywide Employee Stock Option Plan in consultation with the
Investor within a period of 12 (twelve) months from the Completion Date, the terms where of shall be
mutually agreed;
d) The Company shall implement an ERP system acceptable to the Investor within 24 (twenty four) months
from the Completion Date;
e) Each of the Company and its Subsidiaries shall have appointed a company secretary in accordance with
applicable Law in no later than 180 (One Hundred Eighty Days) days from the Completion Date;
f) Each of the Company and its Subsidiaries shall have framed and adopted a Policy and Practice (including
in relation to: (i) forming a ‘privacy policy’ for handling of or dealing in personal biometric information
and ensure that the same are available for view by such providers of information; (ii) seeking permission
of the provider of the sensitive personal data or information, i.e. from its employees and labourers in
relation to the biometric and finger prints that they have provided; (iii) procurement of an International
Standard IS/ISO/IEC 27001 on ‘Information Technology - Security Techniques - Information Security
Management System – Requirements’) pursuant to the provisions of the Information Technology
(Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011
in no later than 90 (Ninety) days from the Completion Date;
g) Each of the Company and its Subsidiaries shall have adopted all the necessary and robust terms and
conditions in the purchase orders which they place with their suppliers and vendors in Agreed Form no
later than 45 (forty five) days from the Completion Date;
h) The Company shall have submitted the draft standing order for certification to the relevant Government
Authority and have complied with all the provisions of the Industrial Employment (Standing Orders)
Act, 1946 in no later than later than 45 (forty five) days from the Completion Date;
i) The Company and its Subsidiaries shall establish and maintain a management information system or such
other reporting system to record and report detailed financial and operating performance and statistics
(including but not limited to, raw material procurement information, manufacturing process performance
information including manufacturing capacities, yields, product costing and margins) in no later than
later than 30 days from the Completion Date;
j) The Company shall obtain the renewal of the respective factory’s license and enhance the maximum
power that can be utilized at the factory and shall pay the applicable license fee at the time of such
renewal within a period of 12 (twelve) months from the Completion Date or the time of renewal of the
factory license, whichever is earlier;
k) The Company shall obtain public liability insurance, if applicable, satisfactory to the Investor, in no later
than later than 30(thirty) days from the date of the Agreement;
l) The Company shall ensure the availability of adequate level of bank funds to fund the debt portion of the
expenditure for the Bawal Plant, the Chennai Plant and the Manesar Plant, within 3 (three) months of
Completion, to the satisfaction of the Investor;
m) The Company shall ensure the availability of adequate level of bank funds to fund the debt portion of the
expenditure for the Pune Plant, within 12 (Twelve) months of Completion, to the satisfaction of the
Investor;
n) The Company and its Subsidiaries shall have procured a group Directors and Officers Liability insurance
policy for all its directors, including for the nominee director/s of the Investor, or an individual policy
for all the directors of the Subsidiaries, including for the nominee director/s of the Investor, for a cover
of not less than Rs. 5,000,000 (Rupees Five Million only) for each of the Company and the Subsidiaries;
o) The Company shall obtain consent from the concerned Governmental Authority for the change in the
Bhiwadi Plant’s Consent to Operate bearing reference no. F(Tech)/Alwar (Tijara)/749(1)/2011-
2012/373-375/123 from the existing mention of the capacity to 2 Skelner furnaces of 5.5 ton capacity
each and 1 Tower Furnace with 1 TPH.
5844. REQUIRED GOVERNMENTAL APPROVALS
4.1. The Company shall promptly obtain (and the Promoters shall procure that the Company shall obtain) all
Required Governmental Approvals and shall furnish certified true copies thereof to the Investor.
4.2. The Company shall (and the Promoters shall procure that the Company shall) obtain and prepare all such
forms, reports and documents as may be required to be filed to obtain, or comply with, any Required Governmental
Approval with any authority under any Law and/or pursuant to any previously obtained Governmental Approvals,
including, without limitation, such documents as may be required under the Act (or any legislation amending,
extending or replacing such Act) and/or the rules or regulations made thereunder (as then in effect). The Company
shall make all such filings and reports with any authority as may from time to time be required under any Law in
connection with the transactions contemplated herein and the obtaining of all Required Governmental Approvals.
4.3. The Company shall deliver copies of such forms, reports and documents to the Investor on Completion.
The Company shall (and the Promoters shall ensure that the Company shall) ensure that all forms, reports and
documents to be filed and / or delivered under this Article4 are in the prescribed format, are accurately completed
and are accompanied by all the required documents.
4.4. The Company and the Promoters shall promptly co-operate with any Governmental Authority for the
purpose of obtaining any Required Governmental Approval.
5. INDEMNIFICATION
5.1. The Company and the Promoters jointly and severally, indemnify, defend and hold harmless, promptly
upon demand at any time and from time to time, the Investor and each of their Affiliates, officers, directors, agents
and employees (the “Indemnified Parties”), and agree to keep the Indemnified Parties fully indemnified against,
all Losses, relating to or arising out of or in connection with the following items. It is hereby clarified that the
manner in which such indemnity is to be paid will be carried out in the manner specified in Article Error!
Reference source not found..
a) any inaccuracy of any Warranty or breach or violation or any covenant or agreement in the Agreement
or any of the other Ancillary Agreements;
b) any liabilities (including contingent liabilities, whether or not known or contemplated at the time of
execution of the Agreement) of the Company or any of its Subsidiaries not disclosed to the Investor in
the Accounts prior to the execution of the Agreement;
c) any gross negligence or wilful misconduct or breach of any Law on the part of the Promoters and/or the
Company; and/or
d) actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs
(including reimbursement of any loss suffered by the Indemnified Parties) awards or damages against or
involving the Company in relation to its Business which relate to the period prior to Completion and
which are not specified in the Disclosure Letter;
e) any pending or threatened claims against the Company or any claims which may be made against the
Company and which relate to or arise out of, the period prior to Completion; and/or
f) the Agreement and any and all costs and expenses incurred by the Investor in respect of a claim under
this Indemnity attributable to a breach of this Article 5.1 or otherwise of the Agreement.
5.2. The Company and the Promoters jointly and severally indemnify the Investor and its Affiliates and all
of their directors, officers employees and advisors (the “Indemnified Parties”) and agree to keep the Indemnified
Parties fully indemnified against, all Losses relating to or arising out of or in connection with any actual or
threatened claim, legal action, proceeding, suit, litigation, prosecution, mediation, arbitration or enquiry (together,
a “Claim”) by or against any Indemnified Party, where the Claim relates to any event, matter or circumstance
arising or existing in relation to the Company prior to Completion.
5855.3. The Investor shall be entitled, in its absolute discretion, to take such action as they may deem necessary
to avoid, dispute, deny, resist, appeal, compromise or contest or settle any claim (including without limitation,
making claims or counterclaims against third parties).
5.4. The indemnification rights of the Investor under these Articles are independent of, and in addition to,
such other rights and remedies as the Investor may have at Law or in equity or otherwise, including the right to
seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall
be affected or diminished thereby.
5.5. It is clarified that the benefit of the Warranties and of the indemnities granted under this Article 5 shall
extend also to any and all Losses in relation to all Equity Shares and CCPS held and/or acquired by the Investor
or any member of the Investor Group at any time on or after the date of the Agreement and including without
limitation, the Sale Shares and the Equity Shares arising from conversion of the CCPS.
5.6. The Company and the Promoters hereby jointly and severally undertake to indemnify the Investor, in
accordance with ArticleError! Reference source not found., promptly on demand by the Investor an amount
equal to such proportion of any and all Taxes payable or suffered by the Company and/or its Subsidiaries
(including, where the Company and/or its Subsidiary challenges any demand for Tax, the amount determined as
payable by the Company consequent to any ruling of a court or tribunal), in excess of tax liability already provided
in the Accounts and which is undisputed; in respect of the items mentioned below as is equal to the proportion of
the Investor Securities in the Company’s equity share capital;
a) in respect of or arising from any transaction effected or deemed to have been effected on or prior to the
Completion;
b) by reference to any profits earned, accrued or received (or deemed to have been earned, accrued or
received) on or before 31st March 2013;
c) any and all Tax arising by reason of the unavailability of any Tax holiday, concession, benefit or
exemption at any time (including after the Completion) where the reason for such unavailability is
attributable to a transaction or the non-compliance with any formalities necessary for the continuance of
such Tax holiday concession, benefit or exemption on or before the Completion.
It is clarified that if any such Tax claim is challenged by the Company before any Court or tribunal, then the
Company shall make payment immediately upon the decision of such Court or Tribunal.
5.7. Notwithstanding anything contained in these Articles, the Company and the Promoters hereby covenant
and agree to, jointly and severally indemnify, defend and hold harmless, promptly on demand at any time and
from time to time, the Investor and the Indemnified Parties against any and all Losses caused to the Investor and/or
the Indemnified Parties on account of, or as a result of, or in connection with, all or any of the following:
a) Failure to stamp and/or register any instruments to which the Company is a party in accordance with
applicable Law;
b) Delay in renewal of the consent to operate issued by Government Authorities in respect of the plants of
the Company;
c) Any denial of any Taxation benefits and/or Tax Holiday relating to claim under section 80IC of Income
Tax Act, which the Company has currently claimed;
d) Any failure to comply with applicable Laws in respect of any transactions between the Company and
any Connected Persons/Concerns;
e) Promoters not having provided a declaration in writing to the effect that the amounts provided by them:
(i) constitute a loan from out of their own capital; (ii) shall be repayable at rate of interest of 10%per
annum; (iii) is not being provided out of funds acquired by them by borrowing or accepting from other
third parties; (iv) for the purposes of providing short term liquidity to the Company and for no other
purpose whatsoever;
586f) Failure by the Company and its Subsidiaries not having made the necessary filings pursuant to the
provisions of the Industries (Development and Regulation) Act, 1951 and the Scheduled Industries
(Submission of Production Returns) Rules, 1979;
g) Company and its Subsidiaries not having made the necessary filings made by it pursuant to the provisions
of the Industries (Development and Regulation) Act, 1951 and the Scheduled Industries (Submission of
Production Returns) Rules, 1979 for the immediately preceding month, including specifically, the
monthly production report with the Industrial Statistical Unit of DIPP;
h) Non-compliance with the provisions of the Public Liability Insurance Act, 1991;
i) Failure to obtain approval of the pollution control board by the Company for inclusion of Zinc as one of
the approved items under the Consent to Operate– F(Tech)/ Alwar (Tijara) /749(1)/2011-2012/373-
375/123;
j) Each of the Company and its Subsidiaries not dealing with Sanjivani Non Ferrous Trading Private
Limited on an arm’s length basis and in accordance with the applicable Law;
k) Any non-compliance with the provisions of the Industrial Employment (Standing Orders) Act, 1946;
l) Failure to intimate the requisite Governmental Authorities as to the shift in the registered office of the
Company;
m) Any Loss as a result of non-filing of the monthly production report required to be filed under the
Acknowledgement of Receipt of Memorandum Intimating Commencement of Commercial Production
(Ref. No. 4027/IMO/SIA/2006);
n) Non-renewal of the Consent to Operate bearing no. UEPPCB/HO/Con-C-51/2013/364 within the
specified time limit of 60 (sixty) days of expiry of the said approval;
o) The Company not submitting,inter alia, Form V and Quarterly Compliance Report as per the terms of
the Consent to Operate bearing no. – F(Tech)/Alwar(Tijara)/749(1)/2011-2012/373-375/123;
p) Non-compliance by the Company of the Consent to Operate bearing no. –
F(Tech)/Alwar(Tijara)/749(1)/2011-2012/373-375/123 for the Bhiwandi plant in relation to the Skelner
furnaces and the Tower furnace;
q) Any failure to obtain a final permission for energisation of transformer of 500 KVA 11/0.433KV Outdoor
type Transformer along with HT lines admeasuring 50 meters in length;
r) Failure to obtain any industrial licenses;
s) Non-completion of the main civil work and erection by the Company within 3 months of February 1,
2013 (for Haridwar) and August 1, 2013 (for Bawal) as per the Gas Sale Agreement dated October 30,
2012 and November 2, 2012 between GAIL (India) limited and CMR Green Technologies Limited and
CMR Nikkei India Private Limited;
t) The Company being held liable for import of any material which is in contravention of the declaration
given in relation to the nature of scarp (i.e. whether arms, radioactive etc.) that has been imported;
u) Non- compliance with the conditions prescribed in the letter issued by HSIIDC pursuant to the lease
agreement dated March 20, 2013 entered into by and between M/s Ninetaur and the Company;
v) Any Loss incurred due to not obtaining the permission from the Director of Town and Country Planning,
Haryana under the Controlled Areas Act and the Controlled Areas Rules and/ or non-compliance with
the other provisions of the Controlled Areas Act, 1963 and Punjab Scheduled Roads and Controlled
Areas Restriction of Unregulated Development Rules 1965; and
w) Any Losses arising from or in relation to the show cause notice on March 17, 2010 issued by the Central
Excise Authorities against the Company and all matters connected therewith.
5875.8. The Warranties in paragraph 1 to 5 of Schedule 9 to the Agreement (“Fundamental Warranties”) shall
not be subject to any period of limitation.
5.9. All Warranties in relation to any statutory matters, and/or Taxation (other than the Fundamental
Warranties) shall survive until the statutory period of limitation applicable to the subject matter of such Warranties
under applicable Law.
5.10. Except as specified in Article 5.8 and 5.9 above, all other Warranties shall survive and continue to be in
full force and effect for a period of 36 (Thirty Six) months from the Completion Date.
5.11. In respect of any matter in relation to which an Investor is entitled to be indemnified by the Company or
the Promoters under these Articles, each of the Shareholders agree and acknowledge that the Investor shall be
entitled, at its option, to proceed against either or both the Company and the Promoters, and the Company and the
Promoters shall be jointly and severally liable in this regard. and in the event that any of the Company or the
Promoters makes any payment (the “Base Payment”) to an Investor hereunder, the Company or such Promoters
shall make a further payment (the “Additional Payment”) to the Investor so that the sum of the Base Payment
and the Additional Payment shall, after deducting from such payments the amount of all Taxes required to be paid
in respect of the receipt or accrual of such payments, be equal to the Base Payment. Notwithstanding the foregoing,
no Person shall have the right to, and shall not be paid, any reimbursement from the Company for any indemnity
amount it paid to any Investor if it is obliged to indemnify any Investor under this Article 5.
5.12. Where the Investor suffers a Loss (other than consequent to a claim against an Indemnified Party by a
third party), the Company and the Promoters may indemnify the Investor to the extent of the whole of such Loss
by issuing additional Equity Shares to the Investor for no further cost to the Investor, so that the additional Equity
Shares represent the Losses to be indemnified to the Investor, as calculated in Article 23of these Articles. Such
additional issuance may be made by adjustment to the terms of the CCPS (as provided in Article 23 of these
Articles).
5.13. It is clarified that unless the Company issues Equity Shares to the Investor as mentioned in ArticleError!
Reference source not found. above, in all other cases, the Company and the Promoters shall continue to be liable
to indemnify the Investor in accordance with the provisions hereof.
5.14. It is further clarified that in the event of any Claim against the Investor and/or its Affiliates, the Company
and the Promoters shall, promptly on demand reimburse the Indemnified Parties in respect thereof in accordance
with this Article5 (and Article Error! Reference source not found.shall not apply).
6. INVESTOR DIRECTOR
6.1. The Board shall comprise of such number of directors as may be permissible under applicable Law, of
whom the Investor shall be entitled to appoint and maintain in office one director (and to remove from office any
director so appointed and to appoint another in the place of the director so removed) (“Investor Director”) on the
Board and the board of each of the Subsidiaries.
6.2. No Person, other than the Investor, shall have the power or right to remove and replace the Investor
Director. To the extent permissible by Law, the appointment of the Investor Director shall be by direct nomination
by the Investor and any appointment or removal under this Article shall, unless the contrary intention appears,
take effect from the date it is notified to the Company in writing. If Law does not permit the Person nominated by
the Investor to be appointed as a director or alternate director of the Company merely by nomination by the
Investor, the Company and the Promoters shall ensure that the Board and the board of the Company of the
Subsidiaries forthwith (and in any event within 7 (seven) Business Days of such nomination or at the next Board
meeting, whichever is earlier) appoints such Person as a director or alternate director to the extent permissible
under applicable Law, as the case may be, of the Company and the Subsidiary, respectively, and further that,
unless the Investor changes or withdraws such nomination, such Person is also elected as a director or alternate
director, as the case may be, of the Company and the Subsidiary at the next general meeting of the shareholders
of the Company. Each (i) shareholder of the Company shall and (ii) the Company, shall promptly vote its Equity
Securities in favour of the director and alternate director nominees nominated pursuant to the preceding sentence.
6.3. The Investor Director shall not be considered to be an independent director (as such expression is defined
in any listing agreement which may be entered into at any time between the Company and the Exchanges) and the
588Investor Director shall not be construed or counted by the Company as an independent director for the purpose of
determining the number of independent directors which the Company is required to have on its Board by any
listing agreement.
6.4. Deleted
6.5. Without prejudice to the above, the Company and each shareholder of the Company agree to exercise all
powers and rights available to them to ensure that the Persons nominated by the Investor is expeditiously appointed
or removed (as the Investor may specify) as directors of the Company and the appointment and removal referred
to in this Article 6 result in the Persons nominated/appointed or removed becoming or ceasing to be directors of
the Company.
6.6. The Investor Director shall not be required to hold any Equity Shares or Subscription Shares in order to
qualify as directors of the Company.
6.7. Deleted
6.8. The Investor Director shall be entitled to be a member of, or at the option of the Investor, an invitee on
all the committees of the Board, including the audit committee, the compensation committee and any capital-
raising committee including Initial Public Offering (“IPO”) and mergers and acquisitions committees.
Additionally, the Board will form a committee to review all transactions with Connected Persons/Concerns.
6.9. The Investor Director shall be entitled to appoint an alternate director and the Board shall appoint such
person as an alternate director to the Investor Director.
6.10. In addition to any right to appoint an Investor Director, the Investor has the right to appoint any Person
as an observer (the “Observer”) to the Board of the Company. Such Observer shall have the right to attend any
and all meetings of the board of directors and of all committees of the board of directors of the Company.
6.11. Subject to the relevant provisions of the Act, the Company shall pay the Investor Director and the
Observer all reasonable out of pocket expenses (except international air fares) incurred in order to attend
shareholder, board, committee and other meetings of the Company or the Subsidiary, as the case may be, or
otherwise perform their duties and functions as directors or Observers or members of any committee of the
Company or director of a Subsidiary, as the case may be. The Investor Directors shall be entitled to all the rights
and privileges of other directors including the sitting fees and expenses as payable to other directors.
6.12. The Company shall obtain director’s liability insurance for an amount and on terms satisfactory to the
Investor in accordance with Clause 6.1(m) of the Agreement. The Company shall also obtain keyman insurance
for all the Promoters for an amount and on terms satisfactory to the Investor.
6.13. The Company shall indemnify, defend and hold harmless the Investor Director (an “Indemnitee”) who
was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a
director of the Company, or is or was a director of the Company serving at the request of the Company as a director
of another company, partnership, joint venture, trust, employee benefit plan or other entity or enterprise, to the
fullest extent permitted by Law against all expenses, costs and obligations (including, without limitation,
attorneys’ fees, experts’ fees, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well
as telecommunications, postage and courier charges) (the “Expenses”), damages, judgments, fines, penalties,
excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such expenses, judgments, fines, penalties, excise taxes or amounts paid in
settlement) actually and reasonably incurred by him or her in connection with such action, suit or proceeding (the
“Indemnifiable Amounts”) if he or she acted in good faith and in the best interests of the Company in accordance
with his or her fiduciary duty to the Company.
a) If so requested by Indemnitee, the Company may advance any and all Expenses incurred by Indemnitee,
either by (i) paying such Expenses on behalf of Indemnitee, or (ii) reimbursing Indemnitee for such
Expenses.
589b) If Indemnitee is entitled under any provision of these Articles to indemnification by the Company for
some or a portion of the Expenses or other Indemnifiable Amounts in respect of a claim but not, however,
for the total amount thereof, the Company shall indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.
c) For purposes of these Articles, the termination of any claim, action, suit or proceeding, by judgment,
order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined that indemnification is
not permitted by applicable Law.
d) The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have
under the Restated Articles or otherwise. To the extent that a change in applicable Law permits greater
indemnification by agreement than would be afforded currently under the Restated Articles, it is the
intent of the Shareholders hereto that Indemnitee shall enjoy by the Agreement and / or these Articles
the greater benefits so afforded by such change.
6.14. Indemnitees are expressly meant to be third-party beneficiaries of Article6.13.
7. CORPORATE GOVERNANCE
7.1. The Board shall meet at least once every quarter and at least 4 (four) times a year. At least 7(seven)
Business Days notice of each Board (or committee of the Board) meeting shall be given to each director (or
member) prior to such meeting or such shorter period as the directors on the Board, including the Investor Director
may agree. Notwithstanding the foregoing, notice of a meeting need not be given to any director who signs a
waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after
the meeting, or who attends (by whatever permitted means) the meeting without protesting, prior to its
commencement, the lack of notice to such director. The agenda for each Board (or committee of the Board)
meeting and all papers connected therewith and/or proposed to be placed or tabled before the Board (or committee
of the Board) shall be circulated at least 7 (seven) Business Days prior to such meeting, together with the notice
and, no items save and except those specified in the agenda may be discussed at any Board (or committee of the
Board) meeting, except with the prior written consent of the Investor Director. Meetings of the Board may be
held at any place which has been designated in the notice of the meeting or at such place as may be approved by
the Board.
7.2. The quorum for a meeting of the Board (or committee of the Board) shall be 1/3rd of its total strength
(any fraction contained in that one-third being rounded up to one) or two directors (whichever is higher), including,
the Investor Director, present throughout the meeting, unless otherwise agreed with the Investor’s Consent. The
Company shall inform the Investor of the date of any proposed shareholders meeting of the Company at least 3
(three) weeks prior to such meeting. If the Investor informs the Company within 10 (ten) days of such notice that
the date of the proposed meeting is not convenient to the Investor, then the Company shall shift the date of the
shareholders meeting of the Company to a date specified by the Investor; provided that such shift shall not take
place more than twice.
7.3. Members of the Board or any committee thereof shall be afforded the opportunity to, and may participate
in a meeting of the Board or such committee by means of conference telephone, videoconference or similar
communications equipment by means of which all persons participating in the meeting can hear each other and
participation in a meeting pursuant to this provision shall, unless prohibited by applicable Law, constitute presence
in person at such meeting.
7.4. The Promoters and the Company shall exercise all their rights in relation to Subsidiaries so as to ensure
that the rights of the Investor in respect of the Subsidiaries are fully given effect to.The Promoters will place any
matter on the agenda of any Board or shareholder meeting of the Company and Subsidiaries that the Investor
proposes.
7.5. Notwithstanding anything contained in this Article 7, in case of a conflict between the provisions of these
Articles and the Law applicable to the Company, the provision of the applicable Law shall prevail, and
accordingly, the Company shall not be construed to be in breach of these Articles for any act or omission by the
Company that is committed in order to meet the requirements of applicable Law.”
5908. INFORMATION RIGHTS
8.1. The Company shall, and shall cause each Subsidiary to, maintain true books and records of account in
which full and correct entries shall be made of all its business transactions pursuant to a system of accounting
established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals
and reserves as shall be required under GAAP. The Company shall provide to the Investor, the Observer and to
any Director of the Company, such information as they may request, including without limitation, with respect to
the Company and Subsidiaries:
a) as soon as available, but in any event within 150(One Hundred Fifty) days after the end of each fiscal
year of the Company, a copy of the audited consolidated and stand alone balance sheet of the Company
and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income,
statements of changes in shareholders’ equity and statements of cash flows of the Company and its
Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the figures as at
the end of and for the previous fiscal year accompanied by an opinion of the external auditor of the
Company, which opinion shall state that such auditor’s audit was conducted in accordance with GAAP
and that it is not subject to any qualification resulting from a limit on the scope of the examination of the
financial statements or the underlying data or which could be eliminated by changes in the financial
statements or the notes thereto or by the creation of or increase in a reserve or a decreased carrying value
of assets; all such financial statements shall be complete and correct in all material respects and shall be
prepared in conformity with GAAP and applied on a consistent basis throughout the periods reflected
therein except as stated therein;
b) as soon as available, but in any event not later than 45(Forty Five Days) days after the end of each quarter,
the un-audited consolidated and stand alone Income Statement and other financial information in the
Agreed Form of the Company and its Subsidiaries as at the end of such quarter and the related un-audited
consolidated statements of income.;
c) as soon as available, but in any event not later than 20 (twenty) days after the end of each month, (i) the
un-audited consolidated and stand alone financial information in the agreed format as specified by the
Investor, in respect of the Company and its Subsidiaries for such month.as soon as available, but in any
event not later than 15 (fifteen) days after the end of each month, (i) the un-audited consolidated and
stand alone financial information in the agreed format figures of the Company and its Subsidiaries for
such month and (ii) monthly management review detailing key operational performance indicators and
statistics, including volumetric data in a form and manner prescribed by the Investor;
d) minutes of meetings of the Board, its committees and the shareholders of the Company within 15 (fifteen)
days of the occurrence of such meetings;
e) as soon as available, but in any event not later than 60 (thirty) days prior to the end of each Financial
Year, the Business Plan of the Company and the Subsidiaries for the forthcoming 3 years;
f) as soon as available, but in any event not later than 30 (thirty) days after the end of each quarter,
management certificates for the utilization of funds disbursed by the Investor;
g) as soon as practicable, complete details of any progress in relation to any public offering of all or part of
the Business;
h) promptly, and in any event within 7 (seven) days thereof, any breach of any covenants imposed under
any agreements relating to Indebtedness to which the Company is a party;
i) any need for additional working capital by the Company in excess of the existing lines of working capital
available to the Company;
j) promptly, notification of any withdrawal of banking and / or credit facilities of the Company;
k) promptly, notification of any material Litigation or any circumstances that would likely give rise to
material Litigation;
591l) prior notification of any change in the equity percentages of any Subsidiary or Affiliate of the Company,
or any joint venture to which the Company is a party;
m) as soon as available, but in any event not later than 30 (thirty) days after the end of each quarter,
compliance by the Company of adherence to social and environmental code of conduct as required by
the Investor;
n) promptly, copies of all documents and other information regularly provided to any other security holder
of the Company, including any management or audit or investigative reports provided to any other
security holder;
o) promptly, such additional information and explanation of any event or development at the Company or
any Subsidiary which has a significant impact on the business, operations, profits, conditions (financial
or otherwise), prospects, results of operations, properties, assets or liabilities of the Company;
p) other relevant material information including annual business plans, capital expenditure budgets and
management reporting information not set forth above;
q) any material change in terms to customer contract;
r) such other financial and accounting reports and information as mutually agreed;
s) details of any event of force majeure or any other event which would have a Material Adverse Effect;
t) Promptly and in any event within 7 days thereof, details of any major accident or major injury or death
in the Company and/or in the course of operations of the Company and all incident reports on the same;
u) Any material demand for Taxes; and
v) Any other information requested by the Investor shall be provided promptly by the Company.
8.2. The Company shall conduct quarterly business review and progress discussion between the Investor and
the management team of the Company and /or the Investor and the management team of the Company.
8.3. The Investor may at any time require that the above information be provided to the Investor Director
/Observer, its Affiliates or any partners or investors of or in Affiliates, in place of or in addition to the Investor.
(only single point of contact)
8.4. Upon the listing of the Equity Securities on any stock exchange, the Shareholders shall endeavour to
mutually agree upon any modifications to the provisions of this Article8 and the other provisions of these Articles,
taking into account the advice received from the lead manager to the public offering of securities of the Company.
Provided that in any event, prior to providing any information to any Investor, the Company shall inform the
Investor if such information has not been made public, at the time of its provision to the Investor.
8.5. The Company shall give full access to the Investor and their authorized Representatives to visit and
inspect all properties, assets, corporate, financial and other records, reports, books, contracts and commitments of
the Company, and to discuss and consult its business, actions plans, budgets and finances with the directors and
executive officers of the Company, upon reasonable notice and without disturbing normal operations of the
Company. All costs incurred in connection with such inspection shall be borne by the Investor. The Company
shall, subject to reasonable notice and reasons, permit the Investor, at investor's own cost and expense, to appoint
an auditor (from amongst those specified at Article 16.3) or any other consultant to audit the accounts of the
company.
9. RESERVED MATTERS
9.1. No action or decision relating to any of the Reserved Matters as detailed in Article 9.2 below shall be
taken (whether by the Board, any director, any committee, the shareholders of the Company, its Subsidiaries, or
any of the employees, officers or managers of the Company) unless the Investor’s Consent is obtained for such
action or decision.
5929.2. Reserved Matters
(a) Any amendment to the Memorandum and Articles of Association of the Company and/or any Subsidiary.
(b) Any material change in the Business of the Company and/or any Subsidiary.
(c) Any change in the issued, subscribed or paid up equity or preference share capital of the Company and/or
its Subsidiaries, or re-organization of the share capital of the Company and/or its Subsidiaries, including new
issuance of shares or other securities of the Company and/or its Subsidiaries or redemption, retirement or
repurchase of any shares or other securities, issuance of convertible preference shares or debentures or warrants,
or grant of any options over its shares by the Company and its Subsidiaries, except for an initial public offering
of the Company.
(d) Any change in ownership of the Company (other than by and reduction in ownership of the Company in
any Subsidiary.
(e) Guaranteeing the liability of any third party by the Company and/or any Subsidiary. Provided however,
that the Investor’s Consent shall not be required for guarantees which are issued in the ordinary course of the
business (except in the case of guarantees for any transactions with Connected Persons/concerns) or guarantees
towards banks and institutional lenders of the Subsidiaries.
(f) Sale, disposal, transfer, assignment, mortgage, pledge, hypothecation, grant of security interest in, subject
to any lien, or otherwise dispose of any assets or securities of the Company otherwise than in the ordinary course
of business involving a book value exceeding Rs. 10,000,000/- (Rupees Ten Million only) in a single transaction
or Rs. 100,000,000/- (Rupees One Hundred Million) in the aggregate in a Financial Year.
(g) Any acquisitions, mergers or demerger the Company or its Subsidiaries or a part thereof.
(h) Pay any of the directors of the Company, the Promoters and Key Personnel any emoluments and bonuses
except as agreed in their employment contracts.
(i) Any lease of property exceeding a period of 12 (twelve) months or book value of the property exceeding
Rs. 100,000,000/- (Rupees One Hundred Million) or lease rentals exceeding Rs. 5,000,000/- (Rupees Five Million
only) per annum.
(j) Any material joint venture, joint development, licensing or similar arrangement. For this purpose, any of
the aforesaid involving an investment by or expenditure by the Company of Rs. 10,000,000/- (Rupees Ten Million
only) shall be considered material.
(k) Affiliated or related party transactions and/or transactions with Connected Persons/Concerns, agreements
or arrangements in relation to the Company and Subsidiaries.
(l) Pass any Board resolution or take any steps to have itself Liquidated, dissolved or winding up, whether or
not voluntary, or any restructuring or reorganization which has a similar effect of the Company and any of its
Subsidiaries.
(m) Any change in the accounting policies which are inconsistent with Indian GAAP, or the accounting year
end or the capitalisation of any reserves or share premium of the Company and/or any of its Subsidiaries or any
write down of assets of the Company and/or any of its Subsidiaries.
(n) Change in statutory auditors of the Company or any of the accounting reference dates or accounting
policies and bases.
(o) Increase or decrease the authorized size of the Board or any committee thereof, other than as provided for
in this Agreement.
(p) Appointment of merchant bankers for taking the company public or any other steps for any QIPO or an
IPO.
(q) Appointment or dismissal of the CEO and CFO.
593(r) Any political or charitable contribution in excess of Rs. 5,00,000/- (Rupees Five lakhs only) in aggregate
in any 12 (twelve) month period.
(s) Declaration or payment of dividends or other distributions on any class of equity and preference securities
of the Company.
(t) Any transfer / movement of surplus funds after meeting debt repayment and other scheduled obligations
from the Company (to the extent not included in the business plan) to any other company.
(u) Approval of the Business and of any modification / deviation greater than 15% (fifteen per cent) from the
Business Plan of the Company or the Subsidiaries; or the taking of any action that would be inconsistent with the
Business Plan of the Company and/or its Subsidiaries (beyond the deviation thresholds mentioned above).
(v) Commencement of any new line of business, which is unrelated to the business of the Company and any
of its Subsidiaries.
(w) Incurrence, issuance or assumption of any form of indebtedness in excess of the levels agreed upon in the
Business Plan of the Company and any of its Subsidiaries.
(x) Capital expenditure, including constructions and Leases, higher than 15% (fifteen per cent) of the approved
annual Business Plan or INR 50,000,000/- (Rupees Fifty Million), whichever is higher of the Company and any
of its Subsidiaries.
(y) Delegation of authority or any of the powers relating to any matter contained in this Article of the board of
the Company (and where any such matter is specifically applicable to the Subsidiaries, delegation of authority in
relation to the same by the Subsidiaries) to any individual or committee and any commitment or agreement to do
any of the foregoing.
(z) Any loans or guarantees by the Company to or in favour of any Subsidiaries of the Company, and any fund
movement between the Company and the Subsidiaries in excess of Rs. 100,000,000/- (Rupees One Hundred
Million only) in an year.
10. EXERCISE OF RIGHTS
10.1. Without prejudice to the other provisions of these Articles, the Promoters and the Company agree to
exercise all powers and rights available to them (including their voting rights and their rights as and in respect of
directors) in support of the provisions of these Articles and so as to procure and ensure that the provisions of these
Articles are complied with in all respects by the Company and the Promoters and the Subsidiaries.
10.2. The Promoters and the Company shall be jointly and severally liable to ensure the performance of these
Articles. In respect of any obligation of any Promoter, the other Promoter shall also be jointly and severally liable
for the fulfilment of such obligation.
10.3. The Promoters shall vote or cause to be voted all Equity Shares bearing voting rights beneficially owned
by such shareholder at any annual or extraordinary meeting of shareholders of the Company (the “Shareholders
Meeting”) or in any Written Consent executed in lieu of such a meeting of shareholders (the “Written Consent”),
and shall take all other actions necessary, to give effect to the provisions of these Articles. In addition, the
Promoters shall vote or cause to be voted all Equity Shares beneficially owned by such shareholder at any
Shareholders Meeting or act by Written Consent with respect to such Equity Shares, upon any matter submitted
for action by the Company’s shareholders or with respect to which such shareholder may vote or act by Written
Consent, in conformity with the specific terms and provisions of these Articles.
10.4. In order to effectuate the provisions of these Articles, and without limiting the generality of Article 10.3,
the Promoters (a) hereby agree that when any action or vote is required to be taken by such shareholder pursuant
to these Articles, such shareholder shall use its best efforts to call, or cause the appropriate officers and directors
of the Company to call, one or more Shareholders Meetings to take such action or vote, to attend such Shareholders
Meetings in person or by proxy for purposes of obtaining a quorum, or to execute or cause to be executed a Written
Consent to effectuate such shareholder action, (b) shall use their best efforts to cause the Board to adopt, either at
a meeting of the Board or by unanimous Written Consent of the Board, all the resolutions necessary to effectuate
594the provisions of these Articles and (c) shall use its best efforts, to the extent not in violation of applicable Law,
to cause the Board to cause the Secretary of the Company, or if there be no Secretary, such other officer of the
Company as the Board may appoint to fulfil the duties of Secretary, not to record any vote or consent contrary to
the terms of this Article 10.4.
10.5. The provisions of Articles 10.3 and 10.4 shall mutatis mutandis apply to the Subsidiaries so that
references to the Promoters in Articles 10.3 and 10.4 shall be deemed to be references to the Promoters and the
Company and references to the Company therein shall be deemed to be references to the Subsidiaries.
11. TRANSFERS OF EQUITY SECURITIES
11.1. The Promoters shall not Transfer any part of their shareholding in the Company, subject to Article 11.9(a)
below, (except inter se Transfers between the Promoters), except with the Investor’s Consent. Further, the shares
and securities of M/s Sanjivani Non Ferrous Trading Private Limitedshall not be Transferred or Encumbered in
any manner and its share capital structure shall not be altered in any manner.
11.2. Any Transfer or attempted Transfer of any Equity Securities of the Company in violation of these Articles
shall be void, no such Transfer shall be recorded on the Company’s register and the purported transferee of any
such Transfer shall not be treated as a shareholder.
11.3. Subject to any applicable Laws, the Company must register a transfer of any Equity Securities made in
accordance with this Article 11.
11.4. Any Person to whom Equity Securities are transferred pursuant to this Article11(or otherwise in
accordance with these Articles and the Organisational Documents) shall agree in writing to be bound by the terms
and conditions of these Articles, in each case by executing a Deed of Adherence in a form acceptable to the
Investor.
11.5. The Subscription Shares of the Company allotted to the Investor shall be, when allotted, free from all
Encumbrances. Further, the Investor will not be required to Encumber its shareholding in the Company, or
provide any guarantee or any other support to any third party, including, but not limited to any lenders of the
Company.
11.6. The Investor Securities of the Company held by the Investor shall not be subject to any lock-in at any
point of time under any circumstances and, subject to the provisions of Articles 11.6, 11.7 and 12, will be freely
Transferable and tradable, and the Investor, at their sole discretion, shall have the right to Transfer their Equity
Shares, without any restrictions and together with any and all rights and obligations attaching hereto and/or
otherwise available under the terms of these Articles and/or the Agreement and/ or any Ancillary Agreement, to
any other Person, including without limitation, to other financial and / or strategic investors. In the event of any
such assignment of rights and obligations, only one of the Investor or such transferee shall be entitled to exercise
the rights of the Investor hereunder.
11.7. The Investor shall not Transfer their rights hereunder to a Competitor provided that in the Event of
Default by the Company and / or the Promoters in accordance with Article 19, the Investor shall be entitled to
Transfer its rights and Equity Securities to a Competitor without any restriction.
11.8. Notwithstanding anything contained herein, the Investor shall be entitled to Transfer the Investor’s
Securities and any and all rights and obligations of the Investor hereunder and under the Ancillary Agreements to
any member of the concerned Investor Group, free from all restrictions.
11.9. Right of First Refusal
a) Any Transfer by the Promoters more than 5% (five per cent) (in aggregate) of the Equity Securities shall
require the Consent of the Investor (unless waived by the Investor).Without prejudice to the aforesaid,
any Transfer by the Promoters shall be subject to a right of first refusal being provided to the Investor in
the manner set out in Article 11.9(b) to Article 11.9(d) below.
b) In the event the Promoters or any of their respective Affiliates desire to sell any of their Equity Securities
held by them (“Promoter Seller”) to a third party in response to a genuine good faith offer from a third
party purchaser, then the Promoter Seller shall send a written notice (“Offer Notice”) to the Investor
595indicating (a) the total number of Equity Securities that are proposed to be sold (“Promoter Sale
Shares”); (b) the name, identity and beneficial ownership of the proposed acquirer of the Promoter Sale
Shares, including any of the existing shareholders (“Third Party Purchaser”); and (c) the price per
Promoter Sale Share at which such Third Party Purchaser has agreed to acquire the Promoter Sale Shares
(“Offer Price”) and the terms and conditions of the proposed acquisition by the Third Party Purchaser.
The Promoter Seller shall provide the Investor with all relevant documentation evidencing the proposed
sale to the Third Party Purchaser.
c) Upon receipt of the Offer Notice as set out in Article 11.9(b) above by the Investor, the Investor shall be
entitled, by a notice in writing (“Offer Response Notice”) to be issued within 30 days from the date of
receipt of the Offer Notice by the Investor (“Offer Period”), to purchase all or of the Promoter Sale
Shares at the Offer Price and on the same terms and conditions as offered to the Third Party Purchaser.
The Investor shall also have the right, to be exercised at its own discretion, to require the Promoters to
offer of the Promoter Sale Shares to its Affiliates at the Offer Price and on the same terms and conditions
as offered to the Third Party Purchaser. The Investor and/or its Affiliates and the Promoters shall
complete the acquisition of such Promoter Sale Shares within a period of 60 days from the end of the
Offer Period.
d) In the event that the Investor declines the offer made pursuant to Article 11.9(b) or does not issue a notice
in response to the Offer Notice within the Offer Period, then the Promoters shall be entitled to sell the
Promoter Sale Shares to the Third Party Purchaser at the Offer Price and on the same terms and conditions
as offered to the Investor within a period of 60 days from the end of the Offer Period.
e) In the event that such sale is not completed within a period of 60 (sixty) days from the Offer Period or
such extended period as may be mutually agreed, then any subsequent offer for sale of Promoter Sale
Shares shall again be subject to the rights of the Investor under this Article 11.9.
11.10. Tag-Along Right
a) In the event that the Promoters Transfer more than 5% (five per cent) (in aggregate) of the Equity
Securities held by them as on the date hereof, the Promoters will require the Consent of the Investor
(unless waived by the Investor) and without prejudice to the aforesaid, in respect of all subsequent
Transfers by the Promoters of any Equity Securities, the Investor shall be entitled to a full tag along right
where the Investor shall have the right to require that such purchaser of shares of the Promoters also
acquires up to the Specified Proportion of the Equity Securities held by the Investor Group. Such tag
along right shall be exercised in accordance with the procedure described hereunder. For this purpose,
“Specified Proportion” means such proportion of the Investor Shares as is equal to the proportion that
the Tag Offered Shares represent of the total number of Equity Shares held by the selling Promoter;
provided that if such sale results in a change in Control of the Company (and for all subsequent sales),
the Specified Proportion shall be all the Investor Shares
b) If the Promoters or their Affiliates propose to Transfer Equity Securities held by them in the Company
pursuant to Article 11.10(a) above, then, the Promoters shall first give a written notice (hereinafter
referred to as “Tag Offer Notice”) to the Investor. The Tag Offer Notice shall state:
(i) the number of Equity Shares proposed to be Transferred (hereinafter referred to as the “Tag
Offered Shares”) and the number of Equity Securities the Promoters and its Affiliates own at that
time on a Fully Diluted Basis,
(ii) the name and address of the proposed transferee,
(iii) the proposed price, including the proposed amount and form of consideration and terms and
conditions of the proposed Transfer,
(iv) the proposed date of consummation of the proposed Transfer,
(v) a representation that the proposed transferee has been informed of the “tag-along” rights provided
for in these Articles and has agreed to purchase all the Equity Shares required to be purchased in
accordance with the terms of this Article, and
596(vi) a representation that no consideration, tangible or intangible, is being provided, directly or
indirectly, to the Promoters or its Affiliates that will not be reflected in the price paid to the
Investor on exercise of its Tag-Along Rights hereunder.
(vii) The total value of the consideration for the proposed Transfer (as determined in accordance with
this Article), including any non-compete or similar consideration that may be payable to such or
any Promoter is referred to herein as the “Tag Offer Price”.
c) The Investor shall be entitled to respond to the Tag Offer Notice by serving a written notice
(the “Response Notice”) to the Promoters prior to the expiry of 30 (thirty) Business Days from
the date of receipt of the Tag Offer Notice (“Tag Offer Period”) requiring the Promoters to ensure
that the proposed transferee of the Tag Offered Shares also purchases such number of the Investor
Securities as mentioned in the Response Notice at the same price and on the same terms as are
mentioned in the Tag Offer Notice, except that the Investor shall not be required to provide any
representations or warranties, other than in respect of its title to the Investor Securities, to the
transferee.
d) The Promoters shall ensure that, along with the Tag Offered Shares, the proposed transferee also
acquires the Investor Securities specified in the Response Notice for the same consideration and
upon the same terms and conditions as applicable to the Tag Offered Shares, provided that the
Investor may choose to receive the cash equivalent of any such consideration which is in a form
other than cash (as notified, agreed or determined above for inclusion in the Tag Offer Price,
including any non-compete or similar consideration that is being paid to such or any Promoter)
and the Investor shall not be required to provide any representations or warranties to the proposed
transferee. The Promoters and its Affiliates shall not be entitled to Transfer any of the Tag Offered
Shares to any proposed purchaser/transferee unless the proposed purchaser/transferee
simultaneously purchases and pays for the required number of Investor Securities mentioned in
the Response Notice in accordance with the provisions of this Article 11.10(d). Such sale shall be
completed within 60 days of the expiry of the Tag Offer Period;
e) In the event the Investor does not deliver a Response Notice to the Promoters prior to the expiry of the
Tag Offer Period, the Promoters shall be entitled to Transfer the Tag Offered Shares to the
proposed transferee mentioned in the Tag Offer Notice on the same terms and conditions and for
the same consideration as is specified in the Tag Offer Notice. Any transferee purchasing the Tag
Offered Shares shall deliver to the Promoters on or before the date of consummation of the
proposed Transfer specified in the Tag Offer Notice payment in full of the Tag Offer Price in
accordance with the terms set forth in the Tag Offer Notice. If completion of the Transfer to the
proposed transferee does not take place within the period of 60 days following the expiry of the
Tag Offer Period, the Promoters’ right to sell the Tag Offered Shares to such third party shall
lapse and the provisions of this Article 11.10 shall once again apply to the Tag Offered Shares.
12. OTHER PROVISIONS ON TRANSFERS
12.1. Where an Investor requires prior legal, governmental, regulatory or shareholder consent for an
acquisition or disposal of Investor Securities pursuant to these Articles then notwithstanding any other provision
of these Articles the Investor shall only be obliged to acquire or dispose of Investor Securities once such consent
or approval is obtained, and the Shareholders shall use their reasonable endeavours to obtain any such required
approvals. Any period within which a transfer of Investor Securities by or to the Investor has to be completed
shall be extended by such further period as is necessary for the purpose of obtaining the above approvals. Provided
that if any of the abovementioned approvals are finally withheld, then the Investor shall be deemed not to have
offered to purchase or sell the concerned Investor Securities.
12.2. The Shareholders agree that the Transfer restrictions on the Promoters in these Articles and/or in the
Organisational Documents of the Company shall not be capable of being avoided by the holding of Equity
Securities indirectly through a company or other entity that can itself be sold in order to dispose of an interest in
Equity Securities free of such restrictions. Any Transfer, issuance or other disposal of any shares (or other
interest) resulting in any change in the control, directly or indirectly, of the Promoters, or of any Affiliate of any
Promoter which holds, directly or indirectly, any Equity Securities, shall be treated as being a Transfer of the
Equity Securities held by the Promoters, and the provisions of these Articles that apply in respect of the Transfer
of Equity Securities shall thereupon apply in respect of the Equity Securities so held.
59712.3. Any Transfer or attempted Transfer of any securities of the Company in violation of these Articles shall
be void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such
Transfer shall not be treated (and the purported transferor shall be treated) as the owner of such securities for all
purposes.
13. OTHER COVENANTS
Announcements
13.1. No formal or informal public announcement or press release which makes reference tothe Shareholders
and/or any of its Affiliates or Related Parties and/or the terms and conditions of these Articles or any of the matters
referred to herein, shall be made or issued by or on behalf of any Party hereto without the prior written approval
of the other Party.
13.2. If any Party hereto is obliged to make or issue any announcement or press release required by law or by
any stock exchange or governmental or regulatory authority, it shall give the Investor every reasonable opportunity
to comment on any announcement or release before it is made or issued (provided that this shall not have the
effect of preventing such Party from making the announcement or release or from complying with its legal, stock
exchange, governmental and/or regulatory obligations).
Auditor
13.3. The Company shall, appoint one of the following, or their affiliates in India, as the statutory auditor of
the Company on and from the Financial Year ending March 31, 2015:
a) Ernst & Young;
b) Deloitte, Haskins and Sells;
c) Grant Thornton;
d) Price Waterhouse Coopers; or
e) KPMG.
Use of Proceeds
13.4. The Investment Amount shall be utilized for primarily building 2 (two) new plants in Joint Ventures
(“JVs”) with Japanese companies: (a) JV with Nikkei MC Aluminium with initial capacity 24,000 MTPA at
Bawal, Haryana (“Bawal Plant”); and (b) JV with Toyota Tsusho with initial capacity 48,000 MTPA at Chennai,
Tamil Nadu (“Chennai Plant”). The Investment Amount may also be used for the new plant in Manesar, Haryana
(“Manesar Plant”) and the Plant of the Company in Pune as well as other future plant capital expenditure and
working capital requirements, at the option of the Investor. The Company and Promoters shall ensure that the
Bawal Plant, Chennai Plant and Manesar Plant shall be operational on or before December 31, 2013 and shall
produce a minimum of 2,400 metric tonnes each of Aluminium alloy in the year ended March 31, 2014.
Connected Person
13.5. All agreements and transactions between the Company and any Connected Person/Concern shall be
entered into on arms’ length /market price basis and at reasonable terms and transfer prices.
13.6. The Company hereby agrees to form a Committee (the “Conflicts Committee”) to resolve cases of
conflict between the Company and the Promoters or any other Person with which Promoters are associated with
or any Connected Person/Concern, (including the entities which are mutually agreed between the Shareholders as
Connected Persons/Concerns). The Promoters hereby agree to inform the Investor of any changes in the
Connected Persons/Concerns of the Company as and when new entities which may be Connected
Persons/Concerns are incorporated.
59813.7. The Committee will consist of the Investor Director and one mutually agreed director. The decision of
the Committee (which will be taken by majority) will be binding on the Shareholders, Promoters and/or its
Affiliates and Connected Persons/Concerns.
More Favourable Rights
13.8. The Company and the Promoters shall not provide any Person with rights in relation to the Company
which are more favourable than those provided to the Investor and/or issue any Equity Securities on terms more
favourable than those offered to the Investor hereunder.
Pre-emptive Rights
13.9. In the event that, at any time, the Company issues any Equity Securities or any other shares, rights,
options, warrants, appreciation rights or other instruments or securities entitling the holder to receive any Equity
Securities of the Company or any options to purchase or rights to subscribe for securities by their terms convertible
into or exchangeable for Equity Securities (each, a “Dilution Instrument”) at any time, then the Investor (or an
Affiliate or Related Party of the Investor) shall be entitled to subscribe to such number of Dilution Instruments in
proportion to its equity shareholding in the Company and shall also be entitled to subscribe to its pro rata number
(calculated on the same basis after giving effect to the Investor’s subscription pursuant to this Article13.9, but not
including the numbers of Equity Securities held by other shareholders not subscribing in such issuance) of any
Equity Securities not subscribed for by the other shareholders.
13.10. The Investor shall be entitled to acquire the Dilution Instruments on the terms on which the Company
proposes to issue the Dilution Instruments to any other Person. The Company agrees and undertakes that it shall
not issue any Dilution Instrument in contravention of the provisions of Article 13.9.
13.11. Any Person to whom Equity Securities (or another Dilution Instrument) are issued pursuant to
Article13.9(or otherwise) shall agree in writing to be bound by the terms and conditions of these Articles and the
Agreement (and, to the extent applicable, the Ancillary Agreements) as a New Shareholder (except for an issuance
to an Affiliate or Related Party of the Investor, who shall agree in writing to be bound by the terms and conditions
of these Articles(and, to the extent applicable, the Ancillary Agreements) as an Investor), in each case by executing
a Deed of Adherence.
Anti-Dilution
13.12. Notwithstanding anything to the contrary contained in these Articles, in the event that the Company with
the Investor’s Consent, issues any Equity Securities, at a price per Equity Security (as adjusted for any
Reorganisation) (“Issue Price”) which is lower than Rs. 422.02(Rupees Four Hundred and Twenty Two paise
zero two) per Equity Share, then in such event the Investor shall be entitled to either, at its sole discretion:
(a) subscribe to additional Equity Shares at the lowest price permissible under applicable Law, so that the
average acquisition price per Equity Share on a Fully Diluted Basis; or
(b) adjust the conversion ratio of the CCPS (as set out on Article 23 and as adjusted for any
Reorganisation),
in each case, in such a manner so as to provide the Investor such number of securities such that, taking into account
the securities so issued or Transferred and the cost thereof, the average acquisition price per Equity Share of the
Investor in respect of the Subscription Shares and the Sale Shares on an Fully Diluted Basis is the same as the
Issue Price.
13.13. Liquidation Preference
(a) On the occurrence of a Liquidity Event / Liquidation Event, all proceeds realised from such Liquidity
Event / Liquidation Event shall be distributed as in the following order of priority:
(i) Firstly, (a) the holders of the Investor Securities shall be entitled to receive from the Company,
or the relevant third parties (as the case may be), 100% (One Hundred per cent) of the Investment
Amount, proportionate to the number of Investor Securities held by them on a Fully Diluted
599Basis (“Liquidation Preference Amount”); The above distribution shall be in priority to any
distribution to any other security holders of the Company; and;
(ii) The balance proceeds from the Liquidity Event shall be paid to the shareholders of the Company,
pro-rata to their shareholding in the Company on a Fully Diluted Basis and after taking into
account the amounts received by the relevant shareholders pursuant to (i) above.
(b) In the event that the amount, if any, received by the Investor is less than the Liquidation Preference
Amount, the Promoters shall, out of the amounts received by them, pay over such an amount to the
Investor so that the Investor receives an amount in aggregate equal to the Liquidation Preference
Amount due to it, subject to any Taxes on the Investor. To the extent necessary, each Promoter waives
their respective rights and entitlements to their share in any payment pursuant to a Liquidity Event /
Liquidation Event and to the extent such payments are made to, or received by, any shareholder, such
shareholder shall hold the payments received by them in trust for the Investor.
(c) In the event that the Liquidity Event / Liquidation Event is an event under which the Investor is not
entitled to receive the proceeds of such Liquidity Event / Liquidation Event by virtue of being
shareholders of the Company or the rights of the Investor provided in Articles13.14(a) 13.14 (b) above
have not been given effect to or are not otherwise permissible to be given effect to or enforced, the
Shareholders shall endeavour to identify and give effect to a tax efficient mechanism in respect of the
transaction as contemplated in this Article13.14 and notwithstanding anything to the contrary in these
Articles, the Shareholders agree that any Liquidity Event /Liquidation Event shall be governed by the
terms of this Article13.14, unless other approved in writing by the Investor.
(d) The Company, the Promoters and all other shareholders shall take all and any such corporate action as
may be necessary to give effect to the above.
Investor not to be considered Promoter
13.14. The Promoters acknowledge that on Completion, the Investor will only be a minority financial investor
and not acquire any control or management of the Company, whether pursuant to these Articlesor otherwise. The
Company and the Promoters will ensure that the Investor shall not be considered or classified to be the ‘promoters’
of the Company under applicable Laws for any reason whatsoever and the Investor’s Securities are not subject to
any restriction on Transfer or otherwise (including that of lock-in or other restriction) which are applicable to
Promoters under any applicable Law. The Promoters shall remain in control and management of the Company,
subject however to the rights of the Investor hereunder.
Business Plan
13.15. The Company shall provide the Investor a detailed Business Plan, that will include details of operations,
financials, debt, capital expenditure and other relevant targets for the Company every year at least 60 days prior
to the commencement of the relevant Financial Year of the Company and its Subsidiaries and such Business Plan
shall be subject to the Investor’s Consent and shall be approved by the Board annually and updated/revised at the
time of approving any expansion. The Business Plan shall comprise the business strategy, project details including
project cost, means of finance, projected financial statements including profit and loss account, balance sheet and
cash flow statements for the on-going Financial Year and the subsequent 2 Financial Years and would form the
basis of management of the Business of the Company until such time that the same is duly updated / revised with
the consent of the Board. Any material deviation or amendment in the Business Plan shall also be presented to the
Board and the Investor Director for their approval.
13.16. The Company shall at all times keep the Business fully funded according to timelines and thresholds laid
out in the Business Plan. The Company and the Promoters shall and the Company and the Promoters shall ensure
that the management team of the Company shall devote their time and efforts for the development of the Business
and the management team shall undertake to apply their best commercially reasonable efforts to execute the
Business Plan.
13.17. The Equity Securities of the Company allotted to the Investor shall at all times rank paripassu with its
existing issued Equity Securities with respect to all rights and activities including, but not be limited to voting
rights, dividends and rights issuance.
60013.18. Other Covenants:
(a) The Company’s consolidated debt shall not exceed 2 times its consolidated tangible net worth, and its
interest coverage ratio shall not be less than 1.5 times its consolidated tangible net worth.
(b) The Company, the Promoters and the Promoters shall ensure that the management team of the Company
undertake to comply with a ‘Code of Ethics’ ‘Environmental and Business Principles Undertaking’ as
set out in Article 13.19, including by providing the information mentioned therein within the periods
prescribed therein.
13.19. Environmental and Business Principles Undertaking
(a) The Company and the Subsidiaries shall at all times comply with all applicable Environmental Laws.
The Company shall notify the Investor as promptly as possible after it becomes aware of any breach or
violation of any Environmental Law by the Company or any Subsidiary, and the Company and the
Subsidiaries shall take any action required by the Investor to correct or remedy any circumstances
relating to such breach or violation.
(b) At the request of the Investor, the Company shall, as promptly as possible, but in any event not more
than 30 (thirty) days after such request by the Investor, provide the Investor with such information as
may be requested by the Investor to enable the Investor and its Affiliates to prepare an annual
environmental, social and governance performance report relating to the Company and its Subsidiaries,
which report shall include an evaluation of the environmental, health, safety, social and corporate
governance performance of the Company and its Subsidiaries for the previous Financial Year based on
such requirements as shall be set forth by the Investor from time to time. At the request of the Investor,
the Company shall, as promptly as possible, but in any event not more than 30 (thirty) days after such
request by the Investor, provide the Investor with certifications of compliance from any Governmental
Authorities in relation to the matters described in this Article b.
For the purposes of this Article:
“Environmental Laws” means laws, principles of common laws, civil laws, regulations, codes of any
jurisdiction or political subdivision thereof, as well as orders, decrees, judgments or injunctions, issued,
promulgated, approved or entered thereunder relating to pollution, protection of the environment or
public health or safety.
(c) The Company undertakes that the business of the Company will be carried on in a way that:
(i) provides safe and healthy working conditions for its employees and contractors;
(ii) encourages the efficient use of natural resources and promotes the protection of the environment;
(iii) treats all employees fairly in terms of recruitment, progression, remuneration and conditions of work,
irrespective of gender, race, colour, language, disability, political opinion, age, religion or
national/social origin;
(iv) allows consultative work-place structures and associations which provides employees with an
opportunity to present their views to the management;
(v) takes account of the impact of its operations on the local community and seeks to ensure that
potentially harmful occupational health and safety, environmental and social effects are properly
assessed, addressed and monitored;
(vi) upholds high standards of business integrity and honesty, and operates in accordance with local laws
and international good practice (including those intended to fight extortion, bribery and financial
crime);
(vii) designs and operates the investee company’s business according to local regulations or international
best practices;
601(viii) adopts the following minimum employment standards in accordance with internationally
accepted good practice:
a. not to employ forced labour of any kind;
b. not to employ children under 14;
c. to provide wages which meet or exceed industry or legal national minima and are
sufficient to meet basic needs;
(ix) properly records, reports and reviews financial and tax information relating to the business;
(x) ensures that no payment of value is made or received (in the form of compensation, gift, contribution
or otherwise) in the course of business in order improperly to induce preferential treatment for the
Company or its Subsidiaries, their officers, shareholders or employees;
(xi) complies with local regulations on occupational health and safety as an absolute minimum or
international best practices;
(xii) reviews the list of business principles periodically to ensure its ongoing suitability and effectiveness;
and complies at all times with all applicable Environmental laws.
14. QUALIFIED INITIAL PUBLIC OFFERING
14.1. The Company and the Promoters ensure that the Company shall, consummate a QIPO within 63 (Sixty
Three) months from the Completion Date (“Preferred Listing Period”).Provided that if the market condition at
such time do not permit for an initial public offering then the Company and the Promoters may request an
extension of further 6 (Six) months to the above specified period. The QIPO shall satisfy each of the following
conditions:
a) the equity shares of the Company shall be listed or quoted on the Exchanges;
b) the initial public offering is managed by reputable investment banking firms of recognized high standing
in the market in which such shares are to be offered; and
c) the initial public offering complies with all applicable legal, regulatory and listing requirements.
14.2. The QIPO can be conducted by way of (a) a fresh issue of shares of the Company; or (b) an offer for sale
by the shareholders of the Company, or (c) by way of a combination of both. The Investor shall, subject to
applicable law requirements and unless otherwise agreed, offer a minimum of 50% (fifty per cent) of the Investor
Securities in the QIPO provided that the Investor shall have the right, but not the obligation, to offer upto all of
its Investor Securities for sale at such QIPO, in preference to any other shareholder of the Company. The Investor
shall, subject to applicable law requirements, have the right and priority, but not obligation, over the other
shareholders of the Company in the entire quantum of shares offered for sale in the initial public offering. If the
Investor so requires, the Promoters will use best efforts to enable the Investor(s) to offer its/their entire post-
conversion shareholding. It is clarified that notwithstanding anything contained in this Article 14.2, in the event
of any under-subscription in the QIPO, allotment against valid bids shall first be made towards any equity shares
offered by the Company by way of a fresh issuance of shares, to the extent necessary to meet minimum
subscription requirements under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.
14.3. For the purpose of a QIPO, to the extent permissible by Law, the Investor Securities shall not be subjected
to a lock-in or other restriction on Transfer as applicable to promoter’s contribution under the guidelines of SEBI
or any other Governmental Authority as applicable from time to time.
14.4. The Company and Promoters agree and acknowledge that if such QIPO is made in India, the Company
is required to offer a minimum number of Equity Securities, as required under applicable Indian law, existing
from time to time. The Investor shall not be required to provide any representations, warranties or covenants,
other than those usually and customarily given by a financial investor, in the underwriting or purchase agreement
602for the offering. In addition, the Investor may require the Promoters to contribute such number of Equity Securities
as may be specified by the Investor in such QIPO.
14.5. All costs, fees and expenses with respect to the QIPO (excluding the listing fees which shall be borne by
the Company) shall be shared between the Company and the Investors, based on the proportion of the Equity
Shares allotted by the Company in the Fresh Issue and sold by the respective Investor in the Offer for Sale, in
accordance with the provisions of the Companies Act, 2013, and other applicable laws. The Company agrees to
pay the costs and expenses of, and arising in connection with, the IPO in advance and will be reimbursed by the
Investors for their respective proportion of such costs and expenses upon the receipt of final listing and trading
approvals from the Exchanges for the listing and trading of the Equity Shares of the Company pursuant to the
IPO. Notwithstanding anything stated above, in the event the IPO is not consummated, for whatever reason, the
Company shall bear all the costs and expenses incurred by the Company in relation to such unconsummated IPO,
subject to such requirements as may be prescribed by Securities and Exchange Board of India.
14.6. If a QIPO is to be made and if the minimum paid-up equity share capital required at the relevant time for
the purpose of listing the Company’s Shares is more than the paid up equity share capital of the Company
(inclusive of any additional Shares to be issued through the QIPO), then the Company shall, subject to the
Investor’s Consent, issue such bonus Shares as are required to meet such listing preconditions, (such bonus shares
to be issued one year prior to the QIPO).
14.7. The Promoters and the Company will take all such steps, and extend all such co-operation to each other
and the lead managers, underwriters and others as may be required for the purpose of expeditiously making and
completing the said QIPO.
14.8. The Company with and subject to the consent of the Investor, shall be entitled to determine the timing
of, mode of, market conditions, and all other matters relating to any offering. Upon the Investor offering its
Investor Securities for sale at the time of any initial public offering, the Company and the Promoters shall complete
all compliance and necessary formalities to ensure the listing of such shares.
14.9. The Promoters acknowledges that the sponsor or underwriter in any initial public offering will expect it
to provide customary warranties or indemnities or another form of comfort on an exit and agree to provide the
same. Subject to applicable Law, the Investor shall not be required to give any warranties or indemnities, other
than warranties as to title and ownership of their shares and capacity to sell.
15. OTHER EXIT PROVISIONS
In the event the Company fails to make a QIPO within the Preferred Listing Period, without prejudice to the other
rights of the Investor, the following exit rights shall be available to the Investor:
a) Listing:
15.1.a.1. The Investor shall have the right to require listing of Equity Shares in the Exchanges
and the Company and the Promoters shall take all necessary actions to ensure listing of the
Equity Shares of the Company on the Exchanges. The cost of such listing shall be borne by the
Company.
15.1.a.2. All provisions of Article 15 (QIPO) shall apply in respect of any other initial public
offering by the Company. The Investor agrees that it will not unreasonably withhold permission
for a QIPO which is in accordance with all the requirements hereof.
b) The Investor shall be entitled to a put option as set out in Article16; and
c) In case of a breach of Article16, the Investor shall be entitled to the rights set out in Article 17.
15A. Others
(a) Terms used but not defined in this Clause 15A shall have the meaning ascribed to them in the Share
Purchase Agreement dated 20.01.2018 relating to the equity shares of the Company.
603(b) The Company shall not issue, and the Purchasers shall not deal with or transfer any securities of the
Company for a period of 6 months from the Completion Date, except in an initial public offering of the
shares of the Company.
(c) Prior to the filing of the red herring prospectus for the initial public offering, the convertible preference
shares held by all the shareholders of the Company would be converted into an equal number of equity
shares resulting in a shareholding pattern as elaborated in Schedule 4 of the Share Purchase Agreement
described in (a) above.
(d) The Sale Shares (and the equity shares resulting from their conversion) shall not be pledged except to
the lenders to Debtco in respect of the loan of an amount equal to the Purchase Consideration obtained
by Debtco plus interest thereon. Such pledge shall be subject to the terms of this agreement. The Sale
Shares and the equity shares resulting from such conversion shall be subject to the terms of the IA in the
same manner as the other equity shares of the Company. Debtco agrees and undertakes to adhere to the
IA in the same manner as the Promoters (as defined therein). The Debtco shall ensure that the aforesaid
pledge and all terms applicable to Debtco and the Purchasers shall not in any manner restrict the
Company and the Purchasers from adhering to the IA and/or the IPO process.
(e) The Promoters may merge Debtco into the Company on or after June 30, 2019, provided the following
conditions are met:
(i) No initial public offering of the Company has taken place by June 30, 2019;
(ii) Debtco has no liabilities other than a loan of an amount that is less than or equal to the Purchase
Consideration plus accrued interest on the loan amount;
(iii) The Purchasers hold the whole of the share capital of Debtco;
(iv) Debtco is in compliance with all laws;
(v) Debtco has only a nominal number of employees and has no other obligations or contracts and
is not carrying on and has not carried on any business or activity; and
(vi) As a result of the merger, after cancellation of the shares already held by the Debtco in the
Company, the Seller’s shareholding in the Company will represent approx. 15.50% of the share
capital of the Company on a fully diluted basis as below and is elaborated in Schedule 4.
GSPL: 15.50%
Promoter group: 84.50%
It is clarified that subject to the conditions mentioned above, the shareholding of the Seller shall not exceed 15.5%
of the merged entity.
16. PUT OPTION
16.1 Without prejudice to the other rights of the Investor hereunder in the event that the Company fails to
consummate a QIPO before the expiry of the Preferred Listing Period in accordance with Article 16
above, then, at any time and from time to time thereafter, by written notice of such action or inaction
delivered by the Investor to the Company (a “Put Notice”), the Investor shall have the right to put upto
all of the Investor Securities held by the Investor to the Company and/or Promoters, (“Put Right”) at the
Investor’s sole discretion, and require them to, jointly and/or severally, purchase the Investor Securities,
and the Company and/or Promoters, as the case may be, shall promptly purchase the Investor Securities,
at such price (“Put Price”) as will provide the Investor with a higher of (a) Fair Market Value of the
Investor Securities; or (b) 18% (eighteen per cent) IRR on its investment in the Company from the
Completion Date to the date of receipt of the whole of such price by the Investor.
16.2 On the date of delivery of the Put Notice, in the event the profit after tax (as determined from the audited
accounts of the Company) of the prior Financial Year is lower than INR 600,000,000/- (Rupees Six
Hundred Million only), the IRR portion of the Put Price shall be decreased to a 15% (fifteen per cent)
604IRR. Provided that this Article16.2 shall not apply if the profit for the previous Financial Year has been
reduced due to any Event of Default.)
16.3 The Company and the Promoters undertake jointly and severally to assist the Investor in the sale of the
Investor’s Securities pursuant to this Article, including by applying for and obtaining all requisite
approvals and consents and taking all necessary corporate actions and passing of all requisite resolutions.
16.4 The Put Right shall be exercised and given effect to in accordance with the procedure in Article 16.6.
The Company and the Promoters shall pay all transaction fees and Taxes relating to the Transfers made
pursuant to this Article, other than any Tax required to be paid by the Investor on the income of the
Investor.
16.5 Put Process
(a) The Investor may provide a notice to the Promoters (“Put Notice”), specifying that it desires to
exercise the Put Right.
(b) Within 7 (seven) days of such notice, if the Investor so requires, the Promoters shall deposit the
entire price to be paid by the Promoters on exercise of the Put Right (assuming payment to the
Investor within 15 (fifteen) days of such deposit), into escrow, with an escrow agent acceptable
to the Investor. For this purpose, the Shareholders shall enter into an escrow agreement with the
escrow agent on terms acceptable to the Investor.
(c) Within 15 (fifteen) days of the Put Notice (as extended for any Governmental Approvals), on
such date as the Investor may specify, the Promoters shall complete the purchase of the Investor
Securities (or, if applicable, the concerned Equity Shares) and the purchase price shall be
released from Escrow to the Investor. The Promoters shall simultaneously pay any further
amounts as are required to ensure that the Investor receives the purchase price for the said shares
in accordance with the provisions of the Agreement. Such purchase shall take place on a spot
delivery basis.
(d) The Investor shall be entitled to take, and to require the Promoters to take, all requisite actions
to complete such sale and purchase, including making all filings and appointing any valuers.
17. SECONDARY SALE
17.1 In case the Company and/or the Promoters fail comply with the provisions of Article 16, the Investor
shall have the right to Transfer upto all of the Investor Securities along with all of its rights under this
Agreement to a financial or a strategic investor (“Purchaser”) and the Company and the Promoters shall
use their best efforts to provide the Investor with an exit pursuant to this Article.
17.2 If so required by the Purchasers, the Promoters shall be obliged to offer such number of Equity Securities
held by them as required by the Investor, at the same terms and conditions as the Investor, such that 51%
(fifty one per cent) of the total outstanding shares (on a Fully Diluted Basis) in the Company would be
available to the Purchaser. Such sale shall be on the same terms as the Investor, provided that the Investor
shall not be required to provide any representations or warranties.
17.3 If the Investor identifies a Purchaser for the Investor Securities, and the Investor decide to proceed with
the Transfer at their sole option, then the Investor shall deliver a written notice to the Company and the
Promoters (the “Secondary Sale Notice”). Upon receipt of the Secondary Sale Notice, the Company and
the Promoters shall render all reasonable assistance necessary to expeditiously complete the Transfer of
upto such number of the Investor Securities as required by the Investor, including obtaining Consents,
and providing representations, warranties, covenants and indemnities customary to such transactions as
may be required by the Investor or the Purchaser.
17.4 All costs and expenses incurred in relation to any Secondary Sale shall be borne entirely by the Company.
The Investor shall not be required to provide any guarantees or indemnities, or representations except in
relation to title of the Investor Securities being sold by them. Unless otherwise required by the Investor,
the Promoters shall not and shall ensure that none of the other shareholders, be entitled to sell their Equity
Securities or participate in such Secondary Sale until the Investor has sold all the Investor Securities.
60518. NON-COMPETE
18.1 The Promoters undertake to the Investor, to devote their full time and attention during business hours to
the Business of the Company and use their best efforts, skills and abilities to diligently and efficiently
serve and promote the Business and interest of the Company and (where applicable) the duties of their
employment with the Company. The Promoters undertake to act honestly and reasonably in relation to
and in the best interests of the Company, and subject to Article18.2, not engage in any other business.
18.2 Each Promoter undertakes to the Company and the Investor that, except with their consent and without
prejudice to any other duty implied by applicable Law or equity, it shall not, as long as it holds any shares
in the Company, either personally or through an agent, company or otherwise in any other manner directly
or indirectly (including through their Affiliates):
(a) be concerned in any business which is similar to or competes or may compete with the Company and/or
any of its Subsidiaries;
(b) except on behalf of the Company and/or any of its Subsidiaries, canvass or solicit business or custom for
services similar to those being provided to the Company and/or any of its Subsidiaries from any Person
who is a customer, client, business partner, supplier, vendor, contractor or service provider of the of the
Company and/or any of its Subsidiaries;
(c) induce or attempt to induce any supplier of the Company and/or any of its Subsidiaries to cease to supply,
or to restrict or vary the terms of supply, to the Company and/or any of its Subsidiaries or otherwise
interfere with their relationship (save and except actions taken by the Promoters during the course of
their employment with the Company and/or any of its Subsidiaries in exercise of his power and authority
as an employee of the Company and/or any of its Subsidiaries and in, what he reasonably believes to be,
in the interest of the Company); or
(d) induce or attempt to induce any director or senior or key employee of the Company and/or any of its
Subsidiaries to leave the employment of the Company and/or any of its Subsidiaries (save and except
actions taken by any Promoters during the course of his employment with the Company and/or any of its
Subsidiaries in exercise of his power and authority as an employee of the Company and/or any of its
Subsidiaries and in, what he reasonably believes to be, in the interest of the Company).
18.3 The Promoters jointly and severally undertake with the Company, the Investor that they shall not use
(either personally or through an agent, directly or indirectly) or (insofar as they can reasonably do so)
allow to be used any information of a secret or confidential nature relating to the Business or affairs of
the Company and/or any of its Subsidiaries; or any trade name used by the Company and/or any of its
Subsidiaries, or any other name calculated or likely to be confused with such a trade name.
18.4 For the purposes of Article18.2, any Promoter is concerned in a business if:
(a) he / his or her spouse, parents or children carries it on as principal or agent; or
(b) he / his or her spouse, parents or children is a partner, director, employee, secondee, consultant or agent
in, of or to any Person who carries on the Business; or
(c) he /his or her spouse, parents or children has any direct or indirect significant financial interest (as
shareholder or otherwise) in any Person who carries on the Business;
(d) he / his or her spouse is a partner, director, employee, secondee, consultant or agent in, of or to any
Person who has a direct or indirect financial interest (as shareholder or otherwise) in any Person who
carries on the business,
disregarding any financial interest of a Person in securities which are listed, or dealt in, on any generally
recognised stock exchange if the Promoters and any Person connected with him are interested in securities which
(collectively) amount to less than one per cent of the issued securities of that class and which, in all circumstances,
carry less than one per cent of the voting rights (if any) attaching to the issued securities of that class and provided
606that none of such Persons are involved in the management of the business of the issuer of the securities or any
Person connected with it other than by the exercise of voting rights attaching to the securities.
18.5 Any of the undertakings on the part of the Promoters under this Article may be released either generally
or in any particular case with the prior written consent of the Investor but not otherwise. Each covenant
contained in each Article or paragraph above shall be, and is, a separate covenant by the Promoters and
shall be enforceable separately against the Promoters and independently of each of the other covenants
and its validity shall not be affected if any of the others is invalid; and if any of the covenants is void but
would be valid if some part of the covenant were deleted the covenant in question shall apply with such
modification as may be necessary to make it valid.
18.6 The Promoters agree that any failure to comply with this Article18 will reduce the value of the shares
held by the Investor and acknowledge that monetary damages alone would not be an adequate
compensation for the breach of this Article18.6 and the Company and/or the Investor may seek an
injunction from a court of competent jurisdiction.
19. EVENT OF DEFAULT
19.1 An event of default (“Event of Default”) in relation to the Company and/or the Promoters hereto
(“Defaulting Party”) shall occur if:
(a) the Defaulting Party defaults, delays and/or breaches, in each case, in any material respects, any
provision, covenant or obligation of such Shareholders under these Articles or the Agreement or any
Ancillary Agreement; or the Defaulting Party has:
(i) been ordered to be wound up pursuant to any winding up petition filed by its creditors and such
order has not been stayed within 60 days;
(ii) been declared insolvent or bankrupt and such declaration has not been stayed within 60 days;
(iii) initiated proceeding for voluntary winding up unless such voluntary winding up has been
undertaken with the Investor’s Consent;
(iv) a receiver, administrator or liquidator appointed over material assets or undertaking any substantial
part of them and such appointment is not stayed within 60 days from the date of such appointment;
(v) entered into or resolved, through Shareholders’ resolution, to enter into an arrangement,
composition or compromise with or assignment for the benefit of its creditors generally or any class
of creditors or proceedings are commenced to sanction such an arrangement, composition or
compromise other than for the purposes of a bona fide solvent scheme of reconstruction,
amalgamation or other like corporate actions; or
(vi) assigns or intentionally purports to assign its rights and Transfer its obligations under these Articles
in any manner that violates the provisions of these Articles; or
(b) the Defaulting Party has failed to provide an exit to the Investor at the end of the agreed period; or
(c) there is a change of management control of the Company or any Subsidiary, unless with the prior
agreement of the Investor; or
(d) there is any material change in the Business Plan of the Company without the consent of the Investor; or
(e) any information given by the Company in relation to the investment by the Investor, in the reports and
other information furnished by the Company in accordance with the reporting system or any of the
representations or the warranties given / deemed to have been given by the Company and/or the
Promoters to an Investor is misleading or incorrect in any material respect; or
(f) if the other financial institutions or banks with whom the Company may have entered into agreements
for financial assistance have recalled its/their loans under their respective agreements with the Company
except for re-organisation or defaults not attributable to the Company; or
607(g) the Bawal Plant, Chennai Plant and the Manesar Plant not producing a minimum of 2,400 metric tonnes
each of Aluminium alloy by September 30, 2014; or
(h) there occurs any breach of any transfer restrictions on the Promoters as set forth in these Articles; or
(i) if extra-ordinary circumstances have occurred which make it improbable or unlawful for the Company
and/or the Promoters to fulfil their obligations under the Transaction Documents, or renders any such
Transaction Document ineffectual. Provided that this Article shall not apply to circumstances outside
the control of the Company and / or the Promoters; or
(j) the Company or any Promoters repudiating or communicating their intention to repudiate any
Transaction Documents.
19.2 Upon the occurrence of an Event of Default or if the Company notifies the Investor of an Event of Default,
the Investor have the right to issue a written notice to the Defaulting Parties (“Default Notice”) indicating
the details of the Event of Default and the actions or the lack of it which resulted in such default. The
Defaulting Party shall then take all actions necessary to correct and cure its actions or the lack of it which
resulted in such an event of default including indemnifying the Investor for any Loss occurring as a result
of such Event of Default. If such default has not been remedied within 30 days of such Default Notice,
then an Event of Default shall have taken place.
19.3 On the occurrence of an Event of Default, without prejudice to its other rights:
(a) The rights of the Company and the Promoters hereunder shall cease; and
(b) The Investor shall be entitled to the rights set out in Articles16 and 17 (Put Option and Sale),
notwithstanding that the time period for the same to come into effect may not have elapsed.
(c) The Investor shall be entitled to Transfer the Investor Securities to any Person, including a Competitor,
in accordance with Article16 and 17 (Put Option and Sale) subsequent to an Event of Default.
20. RIGHT TO INVEST
20.1 The Company and the Promoters hereby acknowledge that the Investor, its Affiliates, Related Parties and
Investor Group invest and may invest in numerous companies, some of which may be in competition
with the Company and its Business. The Company and the Promoters confirm and acknowledge that the
Investor and the Investor Groups shall not be liable for any claim arising out of, or based upon (i) the fact
that they hold an investment in any Person that competes with the Company, or (ii) any action taken by
any of their officers or Representatives to assist any such competitive Person, whether or not such action
was taken as a board member of such competitive company, or otherwise, provided that all confidential
information of the Company shall not be disclosed by the Investor to such other Person.
20.2 The Company and the Promoters hereby unconditionally and irrevocably consent to the Investor and/or
any member of the Investor Groups at any time and from time to time investing in the equity of any
Person engaged in the same or a similar business as the business of the Company or entering into
collaborations or other agreements or arrangements with any Persons in or outside India engaged in the
same or a similar business as the business of the Company. Upon the execution of the Agreement, the
Company and the Promoters shall simultaneously, and thereafter from time to time at the request of the
Investor, certify that they do not object to such investment, agreement or arrangement with such Persons
and in Agreed Form as may be requested by the Investor.
20.3 In the event that the Investor at any time hold any securities of the Subsidiaries, then the Company and
the Promoters shall procure that the Subsidiaries shall also provide such consent as referred to in Article
20.1 and 20.2 above in respect of such Subsidiaries.
21. MISCELLANEOUS
Costs
60821.1 Each Shareholder hereto represents and warrants that, no agent, broker, firm or other Person acting on
behalf of or under the authority of such Shareholder is or will be entitled to any broker’s or finder’s fee
or any other commission directly or indirectly in connection with the transactions contemplated herein
except for consultancy fees to be paid by the Company to Emerging India Value Advisors Private limited.
Such Shareholder further agrees to indemnify each other Shareholder for any Losses incurred by the
second Shareholder as a result of the representation by the first Shareholder in this Article 21.2 being
untrue.
21.2 The Promoters and the Company hereby undertake to and agree that, for the period from the date hereof
until the Completion, the Promoters and the Company will not, nor will the Promoters permit the
Company, its Subsidiaries or any Affiliate of the Company (or authorize or permit any of their respective
Representatives) to take, directly or indirectly, any action to initiate, assist, solicit, receive, negotiate,
encourage or accept any offer or inquiry from any Person in preference to or in substitution of the
proposed investment contemplated by the Agreement to (a) make any investment in equity shares or other
securities of the Company or any Subsidiary (b) reach any agreement or understanding (whether or not
such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise
attempt to consummate, any investment in equity shares or other securities of the Company or any
Subsidiary, or (c)furnish or cause to be furnished any information with respect to the Company or its
Subsidiaries or affiliates, to any Person who the Company or its Subsidiary, affiliate or Representative
knows or has reason to believe is in the process of considering any investment in equity shares or other
securities of the Company. If the Promoters or the Company or any of its Subsidiaries, affiliates or
Representatives receive from any Person an offer, inquiry or information request identical or similar to
those referred to above, the Promoters and the Company will promptly advise such Person, by written
notice, of the terms of this Article (without disclosing the other terms of the Agreement or these Articles
and without divulging the name of the Investor) and will promptly, orally and in writing, advise the
Investor of such offer, inquiry or request and deliver a copy of the foregoing notice to the Investor.
Further assurances
21.3 The Company and the Promoters agree to do all such further things and to execute and deliver all such
additional documents as are necessary to give full effect to the terms of these Articles.
21.4 The Company and the Promoters undertake with the Investor that they will do or procure to be done
all such further acts and things, execute or procure the execution of all such other documents and
exercise all voting rights and powers, whether direct or indirect, available to it in relation to any Person
so as to ensure the complete and prompt fulfilment, observance and performance of the provisions of
these Articles and generally that full effect is given to the provisions of these Articles.
Assignment and Binding Effect
21.5 The Company and the Promoters shall not be entitled to, nor shall they purport to, assign transfer, charge
or otherwise deal with all or any of its/their rights and/or obligations under these Articles nor grant,
declare, create or dispose of any right or interest in it, in whole or in part.
21.6 The Investor shall be entitled to assign its rights and/or transfer its obligations hereunder to any Person,
including without limitation, any Affiliate or Related Party of the Investor or any investor or
prospective investor in such Affiliate or Related Party, save and except to a Competitor (except where
permitted hereunder). For this purpose, the Shareholders shall execute such document as may be
required by the Investor.
21.7 In relation to any rights available under these Articles on the basis of the number of Equity Securities
or the percentage of the Company’s share capital held by the Investor, the Investor shall be entitled, at
its sole discretion, to aggregate the Equity Securities held by any member(s) of the Investor Group
with those held by the Investor.
21.8 Any of the rights of the Investor hereunder may be exercised by any Affiliate or Related Party of the
Investor.
21.9 These Articles shall be binding upon and inure to the benefit of the Shareholders and their respective
heirs, successors, permitted assigns, executors and administrators.
609Subsidiaries
21.10 The provisions of these Articles, shall apply mutatis mutandis to all Subsidiaries of the Company and
the Company and the Promoters shall procure that the Subsidiaries act in accordance with these
Articles and for this purpose, shall take all the requisite actions in accordance with the terms and
conditions of any agreements to which such Subsidiaries are parties. It is clarified that the Investor
shall not be required to hold any shares of the Subsidiaries.
Notices
21.11 Service of Notice: Any notice or other communication to be given by one Party to any other Party
under, or in connection with, the Agreement or these Articles shall be made in writing and signed by
or on behalf of the Party giving it. It shall be served by letter or facsimile transmission or by electronic
mail (save as otherwise provided herein) and shall be deemed to be duly given or made when delivered
(in the case of personal delivery), at the time of transmission (in the case of facsimile transmission,
provided that the sender has received a receipt indicating proper transmission and a hard copy of such
notice or communication is forthwith sent by prepaid post to the relevant address set out below) or ten
days after being despatched in the post, postage prepaid, by the fastest form of mail available and by
registered mail if available (in the case of a letter) to such Party at its address or facsimile number
specified in Article 21.12, or at such other address or facsimile number as such Party may hereafter
specify for such purpose to the other Parties to the Agreement by notice in writing (in the case of
electronic email), on the delivery of a read receipt.
21.12 Details for Notices: The addresses and fax numbers for the purpose of Article 21.11 are as follows:
The Company
Address: CMR Green Technologies Limited, Unit no.802-803, 8th Floor SSR Corporate Park
Sector 27B,Faridabad , Haryana-121001
Attn: Mr. Mohan Agarwal
E mail: century@century.in
Investor
Address: DTOS LTD
10th Floor | Raffles Tower | 19 CybercityEbene | Republic of Mauritius
Telephone: (230) 404 6000 | Direct Line: (230) 404 6028 | Mobile: (230) 940 3154 | Fax: (230) 468 1600
Attn: Kevin ALLAGAPEN
KAllagapen@dtos-mu.com
Copy of all the correspondences be sent to:
c/o AIF Capital Limited
Suite 3401, Jardine House
1 Connaught Place
Central, Hong Kong
Attention: Theresa Chung
Promoters
Address: W-5/16, Western Avenue, Sainik Farms, New Delhi-110062, India
Attn: Mr. Mohan Agarwal
E mail : mohan.a@century.in
22. DISPUTE RESOLUTION
22.1 Any dispute, controversy or claim arising out of, relating to, or in connection with the Agreement, or
the breach, termination or validity hereof, shall be finally settled exclusively by arbitration. The
arbitration shall be conducted in accordance with the Arbitration Act in effect at the time of the
arbitration, except as they may be modified by mutual agreement of the Shareholders. The seat of the
610arbitration shall be New Delhi. The arbitration shall be conducted in the English language.
22.2 The arbitration shall be conducted by three arbitrators. The Shareholder(or the Shareholders, acting
jointly, if there are more than one) initiating arbitration (the “Claimant”) shall appoint an arbitrator in
its request for arbitration (the “Request”). The other Shareholder(or the other Shareholders, acting
jointly, if there are more than one) to the arbitration (the “Respondent”) shall appoint an arbitrator
within 30 (thirty) days of receipt of the Request and shall notify the Claimant of such appointment in
writing. If within 30 (thirty) days of receipt of the Request by the Respondent, either Shareholder has
not appointed an arbitrator, then that arbitrator shall be appointed in accordance with the Arbitration
Act. The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator
within 30 (thirty) days after their appointment. When the third arbitrator has accepted the appointment,
the two arbitrators making the appointment shall promptly notify the Shareholders of the appointment.
If the first two arbitrators appointed fail to appoint a third arbitrator or so to notify the Shareholders
within the time period prescribed above, then the third arbitrator shall be appointed in accordance with
the Arbitration Act. The third arbitrator shall act as Chair of the tribunal.
22.3 The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the
Shareholders. The award may include an award of costs, including reasonable attorneys’ fees and
disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or
having jurisdiction over the relevant Shareholder or its assets.
22.4 In order to facilitate the comprehensive resolution of related disputes, and upon request of any
Shareholder to the arbitration proceeding, the arbitration tribunal may, within 90 (ninety) days of its
appointment, consolidate the arbitration proceeding with any other arbitration proceeding involving
any of the Shareholders relating to the Agreement, the other Ancillary Agreements or these Articles.
The arbitration tribunal shall not consolidate such arbitrations unless it determines that (i) there are
issues of fact or law common to the proceedings, so that a consolidated proceeding would be more
efficient than separate proceedings, and (ii) no Shareholder would be prejudiced as a result of such
consolidation through undue delay or otherwise. In the event of different rulings on this question by
the arbitration tribunal constituted hereunder and any tribunal constituted under any of the other
Ancillary Agreements or these Articles, the ruling of the tribunal constituted under the Agreement will
govern, and that tribunal will decide all disputes in the consolidated proceeding.
22.5 The Shareholders agree that the arbitration shall be kept confidential and that the existence of the
proceeding and any element of it (including but not limited to any pleadings, briefs or other documents
submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be
disclosed beyond the tribunal, the Shareholders, their counsel and any Person necessary to the conduct
of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration
or otherwise.
22.6 The costs of arbitration shall be borne by the losing Shareholder unless otherwise determined by the
arbitration award.
22.7 When any dispute occurs and is under arbitration, except for the matters under dispute, the
Shareholders shall continue to exercise their remaining respective rights, and fulfil their remaining
respective duties and obligations, under the Agreement.
22.8 Notwithstanding this Article22or any other provision to the contrary in the Agreement, no Shareholder
shall be obligated to follow the foregoing arbitration procedures where such Shareholder intends to
apply to any court of competent jurisdiction for an interim injunction or similar equitable relief against
any other Shareholder, provided there is no unreasonable delay in the prosecution of that application.
23. TERMS OF THE CCPS
“CCPS” means the 1530844 compulsorily convertible cumulative participatory preference shares of facevalue of
Rs. 10/- (Rupees ten only) and issued at a premium of Rs.381.94/- (Rupees Three Hundred Eighty one and Paise
Ninety four Only) each and having the characteristics set out below.
(a) Payment of Dividend
611The Company shall pay cumulative dividend at the rate of 0.001% per annum on the CCPS. Dividend on Equity
Shares shall be subordinated to the dividend on the CCPS. If the Company declares any dividend on Equity Shares,
then the holders of the CCPS shall be entitled to receive such proportion of the dividend so declared as they would
have been entitled to receive if the CCPS had been converted into Equity Shares at such time.
(b) Liquidation Preference
In the event of a Liquidity Event / Liquidation Event, the aggregate liquidation preference of each holder of the
CCPS will be determined in accordance with Article13.13 (Liquidation Preference) of the Agreement.
(c) Conversion Option of CCPS
(i) At any time, the holder of CCPS shall have the right to convert, at its sole discretion and option,
the CCPS into fully paid up Equity Shares.
(ii) Unless already converted, the CCPS shall automatically convert into Equity Shares on the latest
date permissible under Applicable Law prior to a QIPO pursuant to the Agreement.
(iii) In case of a conversion of some (and not all) of the CCPS (“Converted CCPS”), the balance
CCPS shall convert into such number of Equity Shares as will, together with the Equity Shares
already issued on the conversion of the Converted CCPS, equal the number of Equity Shares
into which all the CCPS are to convert at the time of the conversion of the balance CCPS (in
accordance with this Article (c)).
(iv) Except to the extent modified below, each CCPS shall be convertible into 1 Equity Share.
(v) On and from the determination of the Assessed PAT for the Financial Year ending March 31,
2014, the CCPS shall be convertible into Y number of Equity Shares, where Y is determined as
under:
a. If the Assessed PAT for the Financial Year ending March 31, 2014 is less than Rs. 270
million, then the “Entry Valuation” shall be deemed to be the multiplication of (i) the
Assessed PAT for the Financial Year ending March 31, 2014 and (ii) 10;
b. If the Assessed PAT for the Financial Year ending March 31, 2014 is equal to or more
than Rs. 270 million, then the “Entry Valuation” shall be deemed to be Rs. 3,000
million;
c. If the Entry Valuation determined under (i) and (ii) above is below Rs. 3,000 million,
and if the Assessed PAT for the Financial Year ended March 31, 2015 is greater than
Rs. 450 million, then the Entry Valuation shall be deemed to be Rs. 3,000 million;
d. If the Assessed PAT for the Financial Year ended March 31, 2017 is:
i. Less than Rs. 650 million, then the “Final Entry Valuation” shall be the lower of
the Entry Valuation and Rs. 2700 million;
ii. Greater than or equal to Rs. 650 million and les than or equal to Rs 950 million,
then the then the “Final Entry Valuation” shall be Rs. 3000 million
iii. Greater than Rs. 950 million, then the Final Entry Valuation shall be Rs. 3,300
million.
e. From the Final Entry Valuation (determined as mentioned above), an amount equal to
M shall be deducted:
Final Entry Valuation less M = Ultimate Conversion Valuation.
Where M is the amount as represents the aggregate of (i) the reduction in the value of the
Company and/or amounts to be paid by the Company to any third party, in respect of which the
Indemnifying Parties have an obligation to indemnify the Investor pursuant to the Investment
Agreement; and (ii) with respect to any of the amounts in (i), to the extent that such amounts
would have impacted the Profit After Tax for the Financial Year ending March 31, 2013 (had
the same been determined taking into account such amounts), the multiplication of (a) all such
612amounts and (b) 10.Provided that an amount taken into account in (ii) shall not be taken into
account in (i), to avoid duplication.
f. Provided further that. In the event that the Company issues any additional Equity Shares
or other Dilution Instruments and:
a. If such issuance of Dilution Instruments is at price per Equity Share (on an as converted
basis) (“New Issue Price”) that is less than the higher of the price per Sale Share paid under the
SPA and/or the price per Equity Share (on an as converted basis) paid under this Agreement,
then the Ultimate Conversion Valuation (as defined below) shall be adjusted so that the average
per Equity Share price paid by the Investor hereunder and under the SPA is equal to the New
Issue Price.
b. If the issuance of Dilution Instruments is at a price higher than the per Equity Share paid
under the SPA and/or the price per Equity Share (on an as converted basis) paid under this
Agreement then:
i. In all places in (iv) above, INR 650m will be replaced with: (1/(1-overall
company shareholding dilution %)) * INR 650m
ii. In all places in (iv) above, INR 950m will be replaced with: (1/(1-overall
company shareholding dilution %)) * INR 950m
c. It is clarified that the adjustment for a single dilution event as mentioned above
shall be either through ‘a’ or ‘b’ above, as the case may be, and not through both
Accordingly the number of Equity Shares into which the CCPS shall convert (i.e. Y) shall be:
Y = (6,123,375/(1-(600,000,000/Ultimate Conversion Valuation))) - 6,123,375.
Accordingly each CCPS shall convert into Z number of Equity Shares, where Z= Y/1530844
It is further clarified that, for the purpose of determination of M, account shall be taken of amounts payable to the
Investor in respect of the Sale Shares under the SPA as well as the Investor Shares subscribed hereunder and M
shall be determined so that the Investor is compensated in respect of all such shares. Provided that, solely to the
extent of the Sale Shares, M shall be calculated without reference to the multiple specified in (ii) in the calculation
of M mentioned above.
An illustration is set out in Schedule 10 to the Agreement.
(vi) The Assessed PAT shall be determined by the auditor of the Company and the Investor shall be
entitled to require the Company to appoint any other Big Five Auditor to conduct a review of
the determination of the auditor. Such review shall be final and binding on all Shareholders. The
Assessed PAT shall be determined on or before 31 st July of the concerned year.
(vii) “AssessedPAT” measured in INR millions is defined as the consolidated audited PAT for the 12
months period ending on 31st March of the relevant year and will not include any prior period
or future period income/expenditure, income/ expenditure from any unrelated business activities
or non-recurring income such as profit from sale of assets. Any profits from trading activities in
the company exceeding 2% of the total profits of the company for the year will not be included
in the Assessed PAT.
(d) Conversion Mechanism
(i) If a holder of the CCPS exercises its option to convert any or all the CCPS, such holder shall
notify the Company in writing in respect of the same (the “Conversion Notice”). The
Conversion Notice shall specify (i) the actual number of CCPS proposed to be converted by the
holder of CCPS; and (ii) the conversion price as determined in accordance with Article 23(c) of
these terms and conditions and the corresponding shares to be issued pursuant to such
conversion.
(ii) Within 10 (Ten) days of receiving the Conversion Notice, and provided the same is in accordance
with the provisions hereof, the Company shall convert the CCPS into such number of shares as
specified in the Conversion Notice. For such purpose the Company shall and the Promoters shall
cause the Company to take all necessary corporate action so as to ensure issuance of relevant
number of shares to the holder of the CCPS as specified in the Conversion Notice.
613(e) Adjustments
(i) If the Company should at any time fix a record date for the effectuation of a split or
subdivision of the outstanding Equity Shares or the determination of holders of Equity
Shares entitled to receive a distribution payable in additional Equity Shares or other
securities or rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional Equity Shares (hereinafter referred to as “Equity Shares Equivalents”)
without payment of any consideration by such holder for the additional Equity Shares or the
Equity Shares Equivalents (including the additional Equity Shares issuable upon conversion
or exercise thereof), then, as of such record date (or the date of such dividend distribution,
split or subdivision if no record date is fixed), the conversion price of the CCPS shall be
appropriately adjusted so that the number of Equity Shares issuable on conversion of each
CCPS shall be increased in proportion to such increase of the aggregate of Equity Shares
outstanding and those issuable with respect to such Equity Shares Equivalents.
(ii) If the number of Equity Shares outstanding at any time is decreased by a combination /
consolidation of the outstanding Equity Shares, then, following the record date of such
combination/consolidation, the conversion price for the CCPS shall be appropriately
increased so that the number of Equity Shares issuable on conversion of each CCPS shall be
decreased in proportion to such decrease in outstanding shares.
(iii) If at any time or from time to time there shall be a recapitalization or reclassification of the
Equity Shares (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), provision shall be made so that
the holders of the CCPS shall thereafter be entitled to receive upon conversion of the CCPS
the number of shares or other securities or property of the Company or otherwise, to which
a holder of Equity Shares deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be made in the application of
the provisions of this Article with respect to the rights of the holders of the CCPS after the
recapitalization to the end that the provisions of this Article (including adjustment of the
conversion price then in effect and the number of shares issuable upon conversion of the
CCPS) shall be applicable after that event as nearly equivalent as may be practicable.
(iv) Impairment: Subject to consent of the holder of the CCPS, the Company will not, by
amendment of its Articles or through any Reorganisation, recapitalization, Transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith assist in the carrying
out of all the provisions of this Article and in the taking of all such action as may be necessary
or appropriate in order to protect the conversion rights of the holders of the CCPS against
impairment.
(f) No Fractional Shares and Certificate as to Adjustments.
(i) No fractional share shall be issued upon the conversion of any CCPS, and the number of
Equity Shares to be issued shall be rounded to the next whole share. Whether or not fractional
shares are issuable upon such conversion shall be determined on the basis of the total number
of CCPS the holder is at the time converting into Equity Shares and the number of Equity
Shares issuable upon such aggregate conversion.
(ii) Upon the occurrence of each adjustment of the conversion price of the CCPS pursuant to
this Article, the Company, at its expense, shall promptly compute such adjustment in
accordance with the terms hereof and prepare and furnish to each holder of the CCPS a
certificate setting forth such adjustment and showing in detail the facts upon such adjustment
is based. The Company shall, upon the written request at any time of any holder of CCPS,
furnish or cause to be furnished to such holder a like certificate setting forth (i) such
adjustment and readjustment, (ii) the conversion price for such CCPS at the time in effect,
and (iii) the number of Equity Shares and the amount, if any, of other property that at the
time would be received upon the conversion of a share of CCPS.
614(g) Reservation of Shares Issuable Upon Conversion
The Company shall at all times reserve and keep available out of its authorized but unissued Equity
Shares, solely for the purpose of effecting the conversion of the CCPS, such number of Equity Shares
as shall from time to time be sufficient to effect the conversion of all outstanding CCPS; and if at any
time the number of authorized but unissued Equity Shares shall not be sufficient to effect the conversion
of all then outstanding preference shares (taking into account the issuance of Equity Shares pursuant to
any existing convertible security), the Company will take such corporate action as may be necessary to
increase its authorized but unissued Equity Shares to such number of shares as shall be sufficient for
such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder
approval of any necessary amendment to the Company’s Memorandum of Association.
(h) Voting Rights
(i) The holder of the CCPS shall have the same voting rights in respect of the CCPS as are available
to holders of Equity Shares, on the basis of the number of Equity Shares into which the CCPS
are to convert at such time.
(ii) In the event that:
a. the Company is converted from a private limited company to a public limited company
in accordance with Applicable Law; or
b. the holder is unable to exercise voting rights on the CCPS as set forth in Article 25(h)(ii),
due to Applicable Law or otherwise,
i. until the conversion of the CCPS into Equity Shares, the Promoters shall vote such
number of Shares now or hereafter owned by them, whether beneficially or
otherwise, or as to which they have voting power, representing voting rights equal
to the percentage of the share capital on Fully Diluted Basis represented by the
CCPS in accordance with the instructions of the holder of the CCPS at all General
Meetings or provide proxies without instructions to the holder of the CCPS for
the purposes of General Meetings, in respect of all the CCPS held by such holder
such that Equity Shares representing the CCPS held by such holder in the share
capital on a Fully Diluted Basis are voted on in the manner required by such
holder.
ii. In pursuance of the provisions of Article 25(h)(ii)(a), the Promoters hereby
irrevocably appoint the holder of the CCPS as proxy and attorney-in-fact for each
of the Promoters and, for and on behalf of each Promoter, the holder of the CCPS
is hereby authorized jointly and/or severally to vote or act by written consent in
any manner as the holder may deem fit with respect to the such number of Equity
Shares held by the Promoters as may be determined under Article 25(h)(ii)(a) and
do and perform all such acts, deeds, matters and things from time to time as may
be necessary, desirable, or appropriate for or in connection with the powers
conferred under this Article 25(h)(ii)(a).
iii. From the date of conversion of the CCPS into Equity Shares in accordance with
the terms of this Agreement, the voting percentage of all the shareholders in the
Company shall be in proportion to their shareholding in the share capital on Fully
Diluted Basis of the Company.
Part B
24. COMPETITORS
It is hereby clarified that the list of Competitors in this Article may be revised by the Shareholders by mutual
agreement every 12 (Twelve) months from the Completion Date.
(a) Century NF Castings
(b) Sunland Alloys
615(c) Shree BalajiAlumnicastPvt. Ltd.
(d) Namo Alloys Pvt. Ltd.
25. FAIR MARKET VALUE DETERMINATION
Fair Market Value must be determined in accordance with this Article.
The Investor and the Company will mutually agree upon and appoint a valuer (the “Valuer”), upon the Fair
Market Value being required for determination under this Agreement. In the event that the Company and the
Investor cannot agree on the Valuer within 7 (seven) days of request by the Investor, then the Company shall
appoint the Valuer from amongst: KPMG, PriceWaterhouseCoopers, Deloitte Haskins and Sells, Ernst & Young,
BMR and Grant Thronton.
Process for valuation: In determining the Fair Market Value the Valuer is to be instructed to conduct the valuation
in accordance with the following process:
(a) The Company must promptly and no later than 10 Business Days, following a requirement for the Fair
Market Value to be determined under this Agreement prepare all the relevant information required by
the Valuer. If the Valuer requests further information or instructions in connection with the valuation
that may materially impact on the valuation outcome or process, the Company must promptly, and no
later than 7 Business Days, following such a request respond to that request (or together or
individually).
(b) Unless each of the Investor and the Promoters agree otherwise, the Valuer must:
(i) determine a specific value rather than a range of values,
(ii) value the Company as a whole and on the basis that there is no discount for a minority holding
of securities nor a premium for a holding of securities that will give the buyer a controlling
interest;
(iii) Use such generally accepted valuation methodologies as the Valuer considers appropriate.
(iv) Take into account any events which give rise to any liability of the Company or the Promoters
to indemnify any shareholder of the Company, unless all such liabilities have been compensated
to the concerned shareholder in full.
(c) The Valuer will prepare the Valuation Memorandum (“Memorandum”) for the Company and the
Business based on the above information and supplemented by information available and the industry
and the subsequent analysis of the same undertaken by the Valuer.
(d) The Valuers will present their findings in the form of the Memorandum. The Memorandum will include
the reasoning and basis of the Valuation, methodologies and conclusion. The Valuer will issue a draft
Memorandum prior to the issue in final form to each of the Investors and the Promoters.
(e) Access: The Valuer:
(i) has a right of access at all reasonable times, to the accounting records and business plan and any
other information of the Company; provided that the concerned Valuer has executed a
confidentiality agreement with the Company.
(ii) can require from the Company information or explanation the Valuer requires to determine the
Fair Market Value of the Company, provided the Company is authorised to share such
information under law and subject to the confidentiality agreement specified in Article 25(a)
above.
(f) Expert: The Shareholders acknowledge and agree that the Valuers act as experts and not as an arbitrator
in conducting the valuation.
616(g) Valuation binding: The valuation conducted by the Valuers is conclusive and binding on the
Shareholders in the absence of manifest error.
Costs of Valuer: The Shareholders agree that the costs of the Valuers in connection with the valuation are to be
borne by the Company.
617SECTION IX - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company), 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 filed with the RoC. Copies of the abovementioned contracts and also the documents for
inspection referred to hereunder, may be inspected at the Registered and Corporate Office between 10 a.m. and 5
p.m. on all Working Days from the date of the Red Herring Prospectus until the Bid/Offer Closing Date and will
be available on the website of our Company at https://cmr.co.in/shareholder-relation/, except for such contracts
and documents that will be executed subsequent to the completion of the Bid/Offer Closing Date.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without reference to
the Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable
law.
A. Material Contracts for the Offer
1. Offer Agreement dated August 29, 2025 entered into between our Company, the Selling Shareholders and
the Book Running Lead Managers.
2. Registrar Agreement dated August 27, 2025, entered into between our Company, the Selling Shareholders
and the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated [●], 2025 entered into between our Company, the Selling
Shareholders, the Registrar to the Offer, the Book Running Lead Managers, the Syndicate Members and the
Banker(s) to the Offer.
4. Share Escrow Agreement dated [●] entered into between the Selling Shareholders, our Company and the
Share Escrow Agent.
5. Syndicate Agreement dated [●] entered into between our Company, the Selling Shareholders, the Book
Running Lead Managers and the Syndicate Member(s).
6. Underwriting Agreement dated [●] entered into between our Company, the Selling Shareholders, and the
Underwriters.
B. Material Documents
1. Certified copies of the Memorandum of Association and Articles of Association of our Company as amended
from time to time.
2. Certificate of incorporation dated August 23, 2005 issued by the Assistant Registrar of Companies, National
Capital Territory of Delhi and Haryana, in the name of ‘Grand Metal Industries Private Limited’.
3. Fresh certificate of incorporation consequent upon conversion to public limited company dated May 28,
2020.
4. Fresh certificate of incorporation dated August 11, 2021, issued pursuant to the change in the name of our
Company from ‘Grand Metal Industries Limited’ to ‘CMR Green Technologies Limited’.
5. Resolution of the Board of Directors dated August 27, 2025 in relation to the Offer and other related matters.
6. Resolution of the Board of Directors of our Company dated August 29, 2025 approving the Draft Red
Herring Prospectus.
6187. Consent letters, each dated [●], from the Promoter Selling Shareholder, Promoter Group Selling
Shareholders and the Investment Selling Shareholder, in relation to their respective portion of the Offer for
Sale.
8. Consent dated August 28, 2025 from ICRA to rely on and reproduce part or whole of the report “Assessment
of Global and Domestic Metal Recycling & Recovery Market” and include their name in this Draft Red
Herring Prospectus.
9. Industry report titled “Assessment of Global and Domestic Metal Recycling & Recovery Market” dated
August 2025 prepared by ICRA.
10. Written consent dated August 27, 2025 from ASA & Associates LLP, Chartered Accountants, 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, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i)
examination report dated August 27, 2025, on our Restated Consolidated Financial Information; and (ii) their
certificate dated August 27, 2025 on the ‘Statement of Special Tax Benefits’ available to our Company, its
Shareholders and Material Subsidiaries, included in this Draft Red Herring Prospectus, and such consent has
not been withdrawn as on the date of this Draft Red Herring Prospectus.
11. Consent from Deepak Goel & Associates, Practising Company Secretaries, to include their name in this
Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act, 2013,
to the extent that and in their capacity as practising company secretary, in relation to their certificate dated
August 29, 2025.
12. The report on the Statement of Special Tax Benefits available to our Company, its Shareholders and Material
Subsidiaries from our Statutory Auditors.
13. Certificates relating to and certifying (i) average cost of acquisition of securities of our Company dated
August 29, 2025; (ii) basis of Offer price dated August 29, 2025; (iii) financial indebtedness dated August
27, 2025; (iv) KPIs dated August 29, 2025; (v) insurance coverage dated August 27, 2025; (v) outstanding
dues to creditors dated August 27, 2025; and (vi) tax litigations dated August 29, 2025; (vii) Employee Stock
Option Plan dated August 29, 2025 issued by our Statutory Auditors.
14. Copies of annual reports of our Company for the preceding three Fiscals.
15. Written consent of the Directors, Company Secretary and Compliance Officer, Chief Financial Officer, the
BRLMs, legal counsel to our Company, Registrar to the Offer, Statutory Auditors, Independent Chartered
Engineer, Syndicate Members, Public Offer Bank(s), Sponsor Bank(s), Escrow Collection Bank(s), Refund
Bank(s), Bankers to our Company, as referred to in their specific capacities.
16. Scheme of Arrangement amongst Grand Metal Recycling Private Limited, Suvridhi Financial Services
Limited, Sanjivani Non Ferrous Trading Private Limited, Ramayana Polymers Private Limited, Forever
Multimedia Private Limited, Century Metal Recycling Limited, our Company and each of their respective
shareholders and creditors.
17. Agreement dated June 26, 2020 among our Company, Mohan Agarwal, Gauri Shankar Agarwala, Mohan
Agarwal (HUF), Gauri Shankar Agarwala (HUF), Kalawati Agarwal, Pratibha Agarwal, Ramayana
Polymers Private Limited, Forever Multimedia Private Limited, Sanjivani Non Ferrous Trading Private
Limited, Grand Metal Recycling Private Limited and Suvridhi Financial Services Limited and Global Scrap
Processors Limited.
18. Agreement dated August 27, 2025 among our Company, our Promoters, Gauri Shankar Agarwala HUF
(through its karta), Mohan Agarwal HUF (through its karta), Akshay Agarwal Family Private Trust, GS
Agarwala Family Private Trust, K Agarwal Family Private Trust and Raghav Agarwal Family Trust and
Global Scrap Processors Limited.
19. Memorandum of Understanding dated August 20, 2025 by and amongst Mohan Agarwal (“Purchaser”) and
Global Scrap Processors Limited (“GSPL”/ “Seller”).
61920. Tripartite agreement dated August 21, 2025 among our Company, NSDL and the Registrar to the Offer.
21. Tripartite agreement dated June 1, 2018 among our Company, CDSL and the Registrar to the Offer.
22. Due diligence certificate dated August 29, 2025 addressed to SEBI from the BRLMs.
23. In-principle listing approvals dated [●] and [●] issued by BSE and NSE, respectively.
24. Final observation letter bearing number [●] dated [●] addressed to the BRLMs from SEBI.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time, if so required in the interest of our Company, or if required by other parties, without notification to
the shareholders, subject to compliance with the provisions contained in the Companies Act, 2013 and other
relevant statutes.
620DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________________
Mohan Agarwal
Chairperson and Managing Director
Place: Jharsuguda, Odisha
Date: August 29, 2025
621DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________________
Akshay Agarwal
Whole-time Director
Place: Jharsuguda, Odisha
Date: August 29, 2025
622DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________________
Raghav Agarwal
Whole-time Director
Place: Faridabad, Haryana
Date: August 29, 2025
623DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________________
Peter Francis Amour
Non-Executive Nominee Director
Place: Brisbane, Australia
Date: August 29, 2025
624DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________________
Balvinder Kumar
Independent Director
Place: New Delhi
Date: August 29, 2025
625DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________________
Gyanmohan
Independent Director
Place: Patna
Date: August 29, 2025
626DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________________
Rashmi Verma
Independent Director
Place: New Delhi
Date: August 29, 2025
627DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________________
Girish Paman Vanvari
Independent Director
Place: Ahmedabad
Date: August 29, 2025
628DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the rules, guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the
Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_____________________________________________
Yugal Kishor Garg
Chief Financial Officer
Place: Faridabad, Haryana
Date: August 29, 2025
629DECLARATION
I, Mohan Agarwal, hereby certify that all statements, disclosures, and undertakings made or confirmed by me in
this Draft Red Herring Prospectus in relation to myself, as the Promoter Selling Shareholder and my respective
portion of the Offered Shares, are true and correct. I assume no responsibility for any other statements, disclosures
and undertakings including, any of the statements, disclosures or undertakings made by or confirmed by or relating
to the Company or any other Selling Shareholders or any other persons in this Draft Red Herring Prospectus.
__________________________
Mohan Agarwal
Promoter Selling Shareholder
Place: Jharsuguda, Odisha
Date: August 29, 2025
630DECLARATION
We, Gauri Shankar Agarwala HUF (through its karta), hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to ourselves,
as the Promoter Group Selling Shareholder and our respective portion of the Offered Shares, are true and correct.
We assume no responsibility for any other statements, disclosures and undertakings including, any of the
statements, disclosures or undertakings made by or confirmed by or relating to the Company or any other Selling
Shareholders or any other persons in this Draft Red Herring Prospectus.
_____________________________________________________________
For and on behalf of Gauri Shankar Agarwala HUF (through its karta)
Name: Gauri Shankar Agarwala
Promoter Group Selling Shareholder
Place: Faridabad, Haryana
Date: August 29, 2025
631DECLARATION
We, Mohan Agarwal HUF (through its karta), hereby confirm that all statements, disclosures and undertakings
specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to ourselves, as the Promoter
Group Selling Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no
responsibility for any other statements, disclosures and undertakings including, any of the statements, disclosures
or undertakings made by or confirmed by or relating to the Company or any other Selling Shareholders or any
other persons in this Draft Red Herring Prospectus.
______________________________________________________
For and on behalf of Mohan Agarwal HUF (through its karta)
Name: Mohan Agarwal
Promoter Group Selling Shareholder
Place: Jharsuguda, Odisha
Date: August 29, 2025
632DECLARATION
We, Global Scrap Processors Limited, hereby confirm and certifies that all statements, disclosures and
undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation to ourselves, as the Investor
Selling Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no
responsibility for any other statements, disclosures and undertakings including, any of the statements, disclosures
or undertakings made by or confirmed by or relating to the Company or any other Selling Shareholders or any
other persons in this Draft Red Herring Prospectus.
_______________________________________________
For and on behalf of Global Scrap Processors Limited
Name: Theresa Chung
Investor Selling Shareholder
Place: Hong Kong
Date: August 29, 2025
633