See Full Document Text
DRAFT RED HERRING PROSPECTUS
Dated: March 31, 2026
(This Draft Red Herring Prospectus will be updated upon filing
with the RoC)
(Please read Section 32 of the Companies Act, 2013)
(Please scan this QR Code to view this Draft Red Herring
100% Book Built Offer
Prospectus and the Draft Abridged Prospectus)
PUNJAB CARBONIC LIMITED
CORPORATE IDENTITY NUMBER: U40200PB1992PLC012863
REGISTERED OFFICE CORPORATE OFFICE CONTACT TELEPHONE AND WEBSITE
PERSON EMAIL
Khasra No. 112//4/2/1, 1897, Arya Samaj Chowk, Lakhbir Singh Tel: +91 9878290354 www.punjabcarbonic.com
Village Lehri, Talwandi Bathinda-151001, Punjab, (Company Email:
Sabo, Bathinda, Talwandi India Secretary and cs@punjabcarbonic.com
Sabo- 151302, Punjab, India Compliance
Officer)
PROMOTERS OF OUR COMPANY: DAVINDER SINGH KOHLI, AMRIT PAUL SINGH KOHLI, JATINDER KAUR
KOHLI, AND INDER PAL KAUR KOHLI
DETAILS OF THE OFFER TO THE PUBLIC
Type Fresh Issue Size^ Offer for Sale Size Total Offer Size^ Eligibility and Share Reservation among QIBs, NIIs
and RIIs
Fresh Issue Fresh issue of up to Up to 35,00,000 Up to 95,00,000 The Offer is being made through the Book Building
and Offer for 60,00,000 Equity Equity Shares of face Equity Shares of Process, in terms of Rule 19(2)(b) of the Securities
Sale Shares of face value of ₹ 10 each face value of ₹ 10 Contracts (Regulation) Rules, 1957, as amended (“SCRR”)
value of ₹ 10 each aggregating up to ₹ each aggregating up read with Regulation 31 of the Securities and Exchange
aggregating up to ₹ [●] lakhs to ₹ [●] lakhs Board of India (Issue of Capital and Disclosure
[●] lakhs Requirements) Regulations, 2018, as amended, (“SEBI
ICDR Regulations”) and in compliance with Regulation
6(1) of the SEBI ICDR Regulations. For further details, see
“Other Regulatory and Statutory Disclosures – Eligibility
for the Offer” on page 459. For details in relation to share
reservation among QIBs, NIIs, RIIs, see “Offer Structure”
on page 480.
DETAILS OF THE PROMOTER SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF
ACQUISITION PER EQUITY SHARE
NAME OF THE PROMOTER TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE
SELLING SHAREHOLDERS OFFERED (UP TO) COST OF ACQUISITION
PER EQUITY SHARE (IN ₹)
(1)
Davinder Singh Kohli Promoter Selling Up to 16,50,000 Equity Shares of face value of 1.14
Shareholder ₹ 10 each aggregating up to ₹ [●] lakhs
Amrit Paul Singh Kohli Promoter Selling Up to 7,25,000 Equity Shares of face value of 1.19
Shareholder ₹ 10 each aggregating up to ₹ [●] lakhs
Jatinder Kaur Kohli Promoter Selling Up to 1,00,000 Equity Shares of face value of 0.91
Shareholder ₹ 10 each aggregating up to ₹ [●] lakhs
Inder Pal Kaur Kohli Promoter Selling Up to 10,25,000 Equity Shares of face value of 1.22
Shareholder ₹ 10 each aggregating up to ₹ [●] lakhs
(1) As certified by SSP & Company, Chartered Accountants, our Statutory Auditors, by way of their certificate dated March 31, 2026.
RISKS IN RELATION TO THE OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of
the Equity Shares is ₹ 10 each. The Floor Price, the Cap Price and the Offer Price (as determined by our Company, in consultation with the
Book Running Lead Manager), on the basis of the assessment of market demand for the Equity Shares by way of the book building process,
as stated in “Basis for Offer Price” on page 171, should not be considered to be indicative of the market price of the Equity Shares after the
Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price
at which the Equity Shares will be traded after listing.GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless
they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an
investment decision in this 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 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 25.
ISSUER’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILTY
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. The Promoter
Selling Shareholders, severally and not jointly, accept responsibility for and confirms the statements specifically made or confirmed by them in this
Draft Red Herring Prospectus solely to the extent of information specifically pertaining to themselves and their respective portion of Equity Shares
offered by them in the Offer for Sale and assume responsibility that such statements are true and correct in all material respects and are not
misleading in any material respect. The Promoter Selling Shareholders, severally and not jointly, assume no responsibility for any other statements,
including, inter alia, any and all of the statements made by or relating to our Company or its business in this Draft Red Herring Prospectus or any
other Promoter Selling Shareholder.
LISTING
The Equity Shares, once 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, [●] is the Designated Stock
Exchange. A copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32
of the Companies Act, 2013.
BOOK RUNNING LEAD MANAGER
NAME OF BRLM AND LOGO CONTACT PERSON EMAIL AND TELEPHONE
E-mail: mb@beelinemb.com
Nikhil Shah
Tel.: 079 4918 5784
Beeline Capital Advisors Private Limited
REGISTRAR TO THE OFFER
NAME OF THE REGISTRAR CONTACT PERSON EMAIL AND TELEPHONE
E-mail:
punjabcarbonic.ipo@kfintech.c
M. Murali Krishna
om Tel.: +91 40 6716 2222/
18003094001
KFin Technologies Limited
BID/OFFER PERIOD
ANCHOR INVESTOR [●]* BID/OFFER [●]* BID/OFFER [●]**
BIDDING DATE OPENS ON CLOSES
ON#
*Our Company, in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The
Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
** Our Company, in consultation with the Book Running Lead Manager, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/Offer Closing
Date in accordance with the SEBI ICDR Regulations.
# UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
^Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of SCRR. The Pre-IPO Placement, if undertaken, shall not
exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be done towards the Objects in compliance with
applicable law. Prior to the completion of the Issue and the allotment pursuant to the Pre-IPO Placement, our Company shall appropriately intimate the subscribers to the
Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares
on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made
in the relevant sections of the RHP and the Prospectus.DRAFT RED HERRING PROSPECTUS
Dated: March 31, 2026
(This Draft Red Herring Prospectus will be updated upon filing
with the RoC)
(Please read Section 32 of the Companies Act, 2013)
(Please scan this QR Code to view this Draft Red Herring
100% Book Built Offer
Prospectus and the Draft Abridged Prospectus)
PUNJAB CARBONIC LIMITED
CORPORATE IDENTITY NUMBER: U40200PB1992PLC012863
Our Company was originally incorporated as ‘Punjab Carbonic Private Limited’, a private limited company under the Companies Act,
1956, pursuant to a certificate of incorporation dated December 28, 1992 issued by the Registrar of Companies, Punjab, H.P and Chandigarh
at Chandigarh. Subsequently, our Company was converted from a private limited company to a public limited company, pursuant to
resolution passed by our Board of Directors in their meeting held on November 29, 2025 and a resolution passed by our Shareholders in
the EGM held on December 4, 2025 and the name of our Company was changed to ‘Punjab Carbonic Limited’ and a fresh certificate of
incorporation dated January 6, 2026 was issued by the Registrar of Companies, Central Processing Centre. For details in relation to changes
in the name of our Company and registered office of our Company since incorporation till date, see “History and Certain Corporate
Matters” on page 289.
Corporate Identity Number: U40200PB1992PLC012863
Registered Office: Khasra No. 112//4/2/1, Village Lehri, Talwandi Sabo, Bathinda, Talwandi Sabo, Punjab, India, 151302
Corporate Office: 1897, Arya Samaj Chowk, Bathinda-151001, Punjab, India
Tel: +91 9878290354 Contact Person: Lakhbir Singh, Company Secretary and Compliance Officer;
E-mail: cs@punjabcarbonic.com Website: www.punjabcarbonic.com
OUR PROMOTERS: DAVINDER SINGH KOHLI, AMRIT PAUL SINGH KOHLI, JATINDER KAUR KOHLI, AND INDER
PAL KAUR KOHLI
INITIAL PUBLIC OFFERING OF UP TO 95,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF PUNJAB
CARBONIC LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM
OF ₹ [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO [●] LAKHS COMPRISING OF A FRESH ISSUE OF UP TO 60,00,000
EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING UP TO ₹ [●] LAKHS (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP
TO 35,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING UP TO ₹ [●] LAKHS COMPRISING AN OFFER OF UP TO
16,50,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY DAVINDER SINGH KOHLI, UP TO 7,25,000
EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY AMRIT PAUL SINGH KOHLI, UP TO 1,00,000
EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY JATINDER KAUR KOHLI AND UP TO 10,25,000
EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY INDER PAL KAUR KOHLI. (COLLECTIVELY
THE “PROMOTER SELLING SHAREHOLDERS”, AND SUCH EQUITY SHARES OFFERED BY THE PROMOTER SELLING SHAREHOLDERS,
THE “OFFERED SHARES”) (“OFFER FOR SALE”, AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). THE OFFER SHALL
CONSTITUTE [●] % OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY, IN CONSULTATION WITH THE BRLM, MAY CONSIDER A PRE-IPO PLACEMENT, PRIOR TO FILING OF THE RED
HERRING PROSPECTUS WITH THE ROC (“PRE-IPO PLACEMENT”). THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE
TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLM. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT
RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH
RULE 19(2)(B) OF SCRR. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE.
THE UTILISATION OF THE PROCEEDS RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE DONE TOWARDS THE OBJECTS IN
COMPLIANCE WITH APPLICABLE LAW. PRIOR TO THE COMPLETION OF THE ISSUE AND THE ALLOTMENT PURSUANT TO THE PRE-
IPO PLACEMENT, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, THAT THERE
IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT
INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH
INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE
RELEVANT SECTIONS OF THE RHP AND THE PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES.
THE PRICE BAND AND THE MINIMUM BID LOT, WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLM AND WILL
BE ADVERTISED IN ALL EDITIONS OF [●], AN ENGLISH NATIONAL DAILY NEWSPAPER, AND ALL EDITIONS OF [●], A HINDI NATIONAL
DAILY NEWSPAPER AND [●] EDITIONS OF [●], A PUNJABI DAILY NEWSPAPER (PUNJABI BEING THE REGIONAL LANGUAGE OF PUNJAB,
WHERE THE REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE
BID/OFFER OPENING DATE AND SUCH ADVERTISEMENT SHALL BE MADE AVAILABLE TO BSE AND NSE (“BSE” AND TOGETHER WITH
NSE, “THE STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS
AMENDED (THE “SEBI ICDR REGULATIONS”)
In case of any revision in the Price Band, the Bid/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 ten Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may in consultation
with the BRLM, 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
ten 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 press release, and also by indicating the change on the website of the BRLM and at the terminals of the Syndicate Members and by intimation
to Designated Intermediaries and the Sponsor Bank(s), as applicable.
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”)
read with Regulation 31 and Regulation 32(1) of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not
more than 50% of the Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion, the “QIB Portion”), provided
that our Company may, in consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionarybasis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which 40% shall be reserved in the following manner (i) 33.33% of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies
and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the
Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be allocated to
domestic Mutual Funds, 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 remaining QIB Portion (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis only to Mutual Funds, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available
for allocation on a proportionate basis to all QIBs, including Mutual Funds. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional
Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Offer Price. One-third of the Non-Institutional Portion shall be available for allocation to Non-Institutional Bidders with a
Bid size of more than ₹ 2.00 lakhs and up to ₹ 10.00 lakhs and two-thirds of the Non-Institutional Portion shall be available for allocation to Non-Institutional Bidders
with a Bid size of more than ₹ 10.00 lakhs provided that under-subscription in either of these two sub-categories of the Non-Institutional Portion may be allocated
to Non-Institutional Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received at or above the Offer Price. All potential Bidders (except Anchor Investors) are mandatorily required to participate in the Offer through the Application
Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID in case of UPI Bidders, as applicable, pursuant
to which their corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank(s) under the UPI Mechanism,
as the case may be, to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details,
see “Offer Procedure” on page 485.
RISKS 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 of our Company. The face value of the Equity Shares is ₹
10. The Floor Price, Cap Price and Offer Price as determined and justified by our Company, in consultation with the Book Running Lead Manager, in accordance
with the SEBI ICDR Regulations, as stated under “Basis for Offer Price” on page 171 should not be considered to be indicative of the market price of the Equity
Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which
the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the
risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in 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” beginning on page 25.
ISSUER’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILTY
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. The Promoter Selling Shareholders, severally and not jointly, accept responsibility for and confirm the statements specifically made or
confirmed by each of them in this Draft Red Herring Prospectus solely to the extent of information specifically pertaining to themselves and the respective portions of the
Equity Shares offered by them in the Offer for Sale and assume responsibility that such statements are true and correct in all material respects and are not misleading in any
material respect. The Promoter Selling Shareholders, severally and not jointly, assume no responsibility for any other statements, including, inter alia, any and all of the
statements made by or relating to our Company or its business in this Draft Red Herring Prospectus or any other Promoter Selling Shareholder.
LISTING
The Equity Shares to be Allotted through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’
approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated
Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be 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 up to the Bid/
Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 553.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
KFin Technologies Limited
Beeline Capital Advisors Private Limited
Beeline Capital Advisors Private Limited KFin Technologies Limited
B 1311-1314, 13th Floor, 301, The Centrium, 3rd Floor, Lal Bahadur Shastri,
Shilp Corporate Park, Rajpath Rangoli Road, Nav Pada, Kurla West, Mumbai, Maharashtra, 400070
Thaltej Ahmedabad-380054 Tel: +91 40 6716 2222/18003094001
Gujarat, India, 380054 E-mail: punjabcarbonic.ipo@kfintech.com
Tel: +91 079 4918 5784 Investor grievance E-mail: einward.ris@kfintech.com
E-mail: mb@beelinemb.com Website: www.kfintech.com
Investor Grievance E-mail: ig@beelinemb.com Contact person: M. Murali Krishna
Website: www.beelinemb.com SEBI Registration No: INR000000221
Contact person: Nikhil Shah
SEBI Registration No.: INM000012917
BID/ OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE [●]* BID/ OFFER OPENS ON [●]* BID/ OFFER CLOSES ON# [●]**
*Our Company, in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The
Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date.
**Our Company, in consultation with the Book Running Lead Manager, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing
Date in accordance with the SEBI ICDR Regulations.
#UPI mandate end time and date shall be at 5:00 pm on the Bid/ Offer Closing Date.TABLE OF CONTENTS
SECTION I – GENERAL ............................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ............................................................................................................... 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ...................................................................................................................... 19
FORWARD-LOOKING STATEMENTS ............................................................................................................... 23
SECTION II: RISK FACTORS .................................................................................................................................. 25
SECTION III: INTRODUCTION ................................................................................................................................ 82
THE OFFER ............................................................................................................................................................ 82
SUMMARY OF FINANCIAL INFORMATION ................................................................................................... 84
SUMMARY OF CONTINGENT LIABILITIES .................................................................................................... 89
SUMMARY OF RELATED PARTY TRANSACTIONS ...................................................................................... 91
GENERAL INFORMATION ............................................................................................................................... 102
CAPITAL STRUCTURE ...................................................................................................................................... 110
OBJECTS OF THE OFFER .................................................................................................................................. 136
BASIS FOR OFFER PRICE ................................................................................................................................. 171
STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................... 187
SECTION IV: ABOUT OUR COMPNY ................................................................................................................... 193
INDUSTRY OVERVIEW ..................................................................................................................................... 193
OUR BUSINESS .................................................................................................................................................. 246
KEY REGULATIONS AND POLICIES IN INDIA ............................................................................................ 280
HISTORY AND CERTAIN CORPORATE MATTERS ...................................................................................... 289
OUR SUBSIDIARIES .......................................................................................................................................... 295
OUR MANAGEMENT ......................................................................................................................................... 298
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................... 316
OUR GROUP COMPANY ................................................................................................................................... 322
DIVIDEND POLICY ............................................................................................................................................ 324
SECTION V: FINANCIAL INFORMATION .......................................................................................................... 325
RESTATED CONSOLIDATED FINANCIAL INFORMATION ........................................................................ 325
OTHER FINANCIAL INFORMATION .............................................................................................................. 403
CAPITALISATION STATEMENT ..................................................................................................................... 408
FINANCIAL INDEBTNESS ................................................................................................................................ 409
MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION ....................................................................................................................................................... 412
SECTION VI: LEGAL AND OTHER INFORMATION ........................................................................................ 448
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ......................................................... 448
GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................................... 453
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 459
SECTION VII: OFFER INFORMATION ........................................................................................................ 472
TERMS OF THE OFFER ..................................................................................................................................... 472
OFFER STRUCTURE .......................................................................................................................................... 480
OFFER PROCEDURE .......................................................................................................................................... 485
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................... 506
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION 508
SECTION IX: OTHER INFORMATION ................................................................................................................. 553
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................. 553
DECLARATION .................................................................................................................................................. 556SECTION 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, rules, guidelines or policies shall be to such legislation, act, regulation, rule guidelines 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 SEBI Listing
Regulations, the SCRA, the SEBI Act, the Depositories Act or the rules and regulations made thereunder. Further, the
Offer related terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such
terms under the General Information Document (as defined hereinafter). In case of any inconsistency between the
definitions used in this Draft Red Herring Prospectus and the definitions included in the General Information Document,
the definitions used in this Draft Red Herring Prospectus shall prevail.
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”,
“Statement of Special Tax Benefits”, “Industry Overview”, “Our Business”, “History and Certain Corporate Matters”,
“Key Regulations and Policies in India”, “Objects of the Offer”, “Basis for the Offer Price” “Restriction on Foreign
Ownership of Indian Securities”, “Restated Consolidated Financial Information”, and “Outstanding Litigation and
Material Developments” on pages 508, 193, 246, 289, 280, 136, 171, 506, 325 and 448 and respectively, will have the
meaning ascribed to such terms in those respective sections.
General terms
Term Description
Our Company/ the Company/ the Punjab Carbonic Limited, a public limited company incorporated under the
Issuer Companies Act, 1956 and having its Registered Office at Khasra No. 112//4/2/1,
Village Lehri, Talwandi Sabo, Bathinda, Talwandi Sabo- 151302, Punjab, India and
Corporate Office at 1897, Arya Samaj Chowk, Bathinda-151001, Punjab, India.
We/ us/ our Unless the context otherwise indicates or implies, refers to our Company together
with our Subsidiaries, on a consolidated basis.
Company Related Terms
Term Description
AoA/Articles of Association The articles of association of our Company, as amended.
or Articles
Audit Committee The audit committee of our Board, constituted in accordance with the applicable
provisions of the Companies Act, the SEBI Listing Regulations and as described in
“Our Management – Board Committees – Audit Committee” on page 306.
Auditors/ Statutory Auditors The current statutory auditors of our Company, being SSP & Company, Chartered
Accountants.
Board/ Board of Directors The board of directors of our Company, as constituted from time to time. For further
details, please see “Our Management – Board of Directors” on page 298.
Chairman and Managing The chairman and managing director of our Company, namely Davinder Singh
Director Kohli. For further details, please see “Our Management – Board of Directors” on
page 298.
Chief Financial Officer The chief financial officer of our Company, being Lakhvir Singh Ubhy. For further
details, please see “Our Management – Key Managerial Personnel and Senior
Management” on page 313.
Company Secretary and The company secretary and compliance officer of our Company, being Lakhbir
Compliance Officer Singh. For further details, please see “Our Management – Key Managerial Personnel
and Senior Management” on page 313.
Corporate Office 1897, Arya Samaj Chowk, Bathinda-151001, Punjab, India
Corporate Social Responsibility The corporate social responsibility committee of our Board, constituted in
1Term Description
Committee or CSR Committee accordance with the applicable provisions of the Companies Act and as described in
“Our Management – Board Committees –Corporate Social Responsibility
Committee” on page 311 .
D&B Cost Vetting Report Report titled “Cost Vetting Report” dated March 30, 2026 issued by Dun &
Bradstreet for assessing and verifying costs towards purchase of machinery and
equipment to be funded from the Net Proceeds. The D&B Cost Vetting Report shall
be available on the website of our Company at
http://www.punjabcarbonic.com/investorsCircle
Dun & Bradstreet Dun & Bradstreet Information Services India Private Limited
Dun & Bradstreet Report The industry report titled “Industry Report on Ethanol, Carbon Capture Utilization
(CCU), and Carbon Dioxide” dated March 30, 2026, prepared and issued by Dun &
Bradstreet, pursuant to an engagement contract dated December 06, 2025. The Dun
& Bradstreet Report Report has been commissioned and paid for by our Company,
exclusively in connection with the Offer and shall be available on the website of our
Company at http://www.punjabcarbonic.com/ till the Bid/Offer Closing Date.
Director(s) The director(s) on our Board as appointed from time to time.
Equity Shares The equity shares of our Company of face value of ₹ 10 each, unless otherwise stated.
Group Company The group company identified in accordance with SEBI ICDR Regulations,
whereunder the term “group company” includes (i) companies with which there were
related party transactions during the six months period ended September 30, 2025
and the Fiscals 2025, 2024 and 2023, in accordance with Ind AS 24; and (ii) any
other companies as considered material by our Board, in accordance with our
Materiality Policy. For further details, see “Our Group Company” on page 322.
Joint Managing Director The joint managing director of our Company, namely Amrit Paul Singh Kohli. For
details, see “Our Management – Board of Directors” on page 298
Independent Director(s) Non-executive and independent directors of our Company who are eligible to be
appointed as independent directors under the provisions of the Companies Act and
the SEBI Listing Regulations. For details of the Independent Directors, see “Our
Management- Board of Directors” on page 298.
KMP/ Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the
SEBI ICDR Regulations and Section 2(51) of the Companies Act and as further
described in “Our Management - Key Managerial Personnel and Senior
Management” on page 313.
Materiality Policy The policy adopted by our Board on March 27, 2026, for identification of: (a)
outstanding material litigation proceedings; (b) Group Company; and (c) material
creditors, 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 Prospectus.
Material Subsidiary(ies) The material subsidiaries of our Company in accordance with SEBI Listing
Regulations, namely: Punjab Fusion Private Limited and Pancarbo Greenfuels
Private Limited
MoA/ Memorandum of The memorandum of association of our Company, as amended.
Association
Nomination and Remuneration The nomination and remuneration committee of our Board, constituted in accordance
Committee with the applicable provisions of the Companies Act, the SEBI Listing Regulations
and as described in “Our Management – Committees of the Board – Nomination and
Remuneration Committee” on page 309.
Non-Executive Director(s) The non-executive and non-independent directors of our Company being Inder Pal
Kaur Kohli and Jatinder Kaur Kohli. For further details, please see “Our
Management – Board of Directors” on page 298.
Promoters The promoters of our Company in terms of Regulation 2(1) (oo) of the SEBI ICDR
Regulations namely, Davinder Singh Kohli, Amrit Paul Singh Kohli, Jatinder Kaur
Kohli and Inder Pal Kaur Kohli. For further details, please see “Our Promoters and
Promoter Group” on page 316.
Promoter Group Persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters
2Term Description
and Promoter Group” on page 316.
Registered Office Khasra No. 112//4/2/1, Village Lehri, Talwandi Sabo, Bathinda, Talwandi Sabo-
151302, Punjab, India
Registrar of Companies/RoC The Registrar of Companies, Punjab and Chandigarh at Chandigarh
Restated Consolidated Financial Restated Consolidated Financial Information, comprising of the restated
Information / Restated consolidated statement of assets and liabilities as at September 30, 2025, March 31,
Consolidated Financial 2025, March 31, 2024 and March 31, 2023; the restated consolidated statements of
Statements profit and loss (including other comprehensive income); the restated consolidated
statement of changes in equity; and the restated consolidated statement of cash flows
for the six months period ended September 30, 2025 and for the Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023, the material accounting
policies and other explanatory information and notes, prepared to comply in all
material respects with Ind AS as specified under Section 133 of the Companies Act,
2013, read with the Companies (Indian Accounting Standards) Rules, 2015 (as
amended from time to time), presentation requirements of Division II of Schedule III
to the Companies Act, 2013 and other relevant provisions of the Companies Act,
2013, and restated in terms of the requirements of Section 26 of Part I of Chapter III
to the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on
Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India.
Senior Management/ Senior Senior management of our Company in terms of Regulation 2(1) (bbbb) of the SEBI
Management Personnel/ SMP ICDR Regulations and as further described in “Our Management-Key Managerial
Personnel and Senior Management” on page 313.
Shareholders The shareholders of our Company from time to time
Stakeholders Relationship The Stakeholders’ Relationship Committee of our Board, constituted in accordance
Committee with the applicable provisions of the Companies Act and the SEBI Listing
Regulations and as described in “Our Management – Board committees –
Stakeholders’ Relationship Committee” on page 310.
Subsidiaries The subsidiaries, of our Company as on the date of this Draft Red Herring
Prospectus, i.e. Punjab Fusion Private Limited and Pancarbo Greenfuels Private
Limited as described in the section titled “Our Subsidiaries” on page 295.
Offer and Promoter Selling Shareholders related terms
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a
prospectus as may be specified by the SEBI in this behalf.
Acknowledgement Slip The slip or document issued by 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, the allotment of the Equity Shares pursuant to
the Fresh Issue and transfer of the Equity Shares by the Promoter Selling Shareholders
pursuant to the Offer for Sale to successful Bidders.
Allotment Advice Note or advice or intimation of Allotment sent to the successful 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(s) A successful Bidder(s) to whom the Equity Shares are Allotted.
Anchor Investor 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 who has Bid for an amount of at least ₹ 1,000.00 lakhs.
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors in terms of
Price the Red Herring Prospectus and Prospectus, which will be decided by our Company,
in consultation with the BRLM, on the Anchor Investor Bidding Date.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor
Form Investor Portion, and which will be considered as an application for Allotment in
terms of the Red Herring Prospectus and Prospectus.
Anchor Investor Bidding Date The date, being one Working Day prior to the Bid/Offer Opening Date, on which Bids
3Term Description
by Anchor Investors shall be submitted, prior to and after which the BRLM will not
accept any Bids from Anchor Investors, and allocation to Anchor Investors shall be
completed.
Anchor Investor Offer Price Final price at which the Equity Shares will be issued and Allotted to Anchor Investors
in terms of the Red Herring Prospectus and the Prospectus, which price will be equal
to or higher than the Offer Price but not higher than the Cap Price.
The Anchor Investor Offer Price will be decided by our Company, in consultation
with the BRLM.
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and
in the event the Anchor Investor Allocation Price is lower than the Offer Price, not
later than one Working Day after the Bid/Offer Closing Date.
Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, in
consultation with the BRLM, to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. 40% of the Anchor Investor Portion
shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion
shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor
Portion shall be reserved for Life Insurance Companies and Pension Funds, subject
to valid Bids being received from domestic Mutual Funds, Life Insurance Companies
and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price.
Any under-subscription in the Life Insurance Companies and Pension Funds category
specified may be allocated to domestic Mutual Funds, in accordance with the SEBI
ICDR Regulations.
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid
Blocked Amount/ ASBA and authorize 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 an ASBA Bidder with a 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 a bank account maintained by a UPI Bidder linked to a UPI ID,
which will be blocked by the SCSB upon acceptance of the UPI Mandate Request in
relation to a Bid by a UPI Bidder Bidding through the UPI Mechanism.
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.
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank(s) and
Public Offer Account Bank(s) and the Sponsor Bank(s), as the case may be.
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer,
as described in “Offer Procedure” on page 485.
Bid(s) 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, in terms of the Red Herring Prospectus and the Bid cum Application
Form. The term “Bidding” shall be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder and, in the case of RIIs Bidding at the Cut off Price, the Cap
Price multiplied by the number of Equity Shares Bid for by such RIIs 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 maybe, upon submission of the Bid in the
Offer, as applicable.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
4Term Description
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares 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, being [●], which shall be
published in all editions of [●] (a widely circulated English national daily newspaper),
all editions of [●], a widely circulated Hindi national daily newspaper and [●] editions
of [●], a Punjabi daily newspaper (Punjabi being the regional language of Punjab,
where the Registered Office is located). In case of any revisions, the extended
Bid/Offer Closing Date shall also be notified on the websites and terminals of the
members of the Syndicate, as required under the SEBI ICDR Regulations and
communicated to the Designated Intermediaries and the Sponsor Bank.
Our Company, in consultation with the BRLM, 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 any revision, the extended Bid/ Offer
Closing Date shall be widely disseminated by notification to the Stock Exchanges,
and also be notified on the websites of the BRLM and at the terminals of the Syndicate
Members and by intimation to the Designated Intermediaries and the Sponsor
Bank(s), which shall also be notified in an advertisement in same newspapers in which
the Bid/Offer Opening Date was published, as required under the SEBI ICDR
Regulations.
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries shall start accepting Bids for the Offer, being [●],
which shall be published in all editions of [●] (a widely circulated English national
daily newspaper), all editions of [●], a widely circulated Hindi national daily
newspaper and [●] editions of [●], a Punjabi daily newspaper (Punjabi being the
regional language of Punjab, where the Registered 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 can submit their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations and in terms of the Red Herring
Prospectus. Provided that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors.
Our Company in consultation with the Book Running Lead Managers, 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 cases of force majeure, banking strike or similar 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 / Investor/ 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 Anchor Investor.
Bidding Centers Centers at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centers for Registered Brokers, Designated RTA Locations for RTAs and Designated
CDP Locations for CDPs.
Book Building Process Book building process, as provided in Part A, Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made.
Book Running Lead Manager/ The book running lead manager to the Offer namely, Beeline Capital Advisors Private
BRLM/Manager Limited.
Broker Centers Broker Centers of the Registered Brokers where ASBA Bidders can submit the ASBA
Forms, provided that UPI Bidders may only submit ASBA Forms at such broker
Centers if they are Bidding using the UPI Mechanism. The details of such broker
Centers, along with the names and contact details of the Registered Brokers, are
available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com).
5Term Description
Beeline Beeline Capital Advisors Private Limited
CAN/ Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note have been allocated the Equity Shares, on/after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, 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 shall be less than or equal to 120% of the Floor Price.
Cash Escrow and Sponsor The agreement to be entered into amongst our Company, the Promoter Selling
Bank(s) Agreement Shareholders, the Registrar to the Offer, the BRLM, the Syndicate Members and
Banker(s) to the Offer for collection of the Bid Amounts from Anchor Investors,
transfer of funds to the Public Offer Account(s) and where applicable remitting
refunds, if any, to 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 with
Participant/ CDP SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms
of the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015, and the SEBI UPI Circulars, issued by SEBI and as per the list available on the
websites of BSE and NSE, as updated from time to time.
Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents/ CRTAs/ at the Designated RTA Locations in terms of, among others, SEBI circular no.
RTAs CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI.
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLM, which shall
be any price within the Price Band.
Only Retail Individual Investors are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Investors are not entitled to Bid
at the Cut-off Price.
Cut-off Time The confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date, at which the
Sponsor Bank initiates the request for blocking of funds in the ASBA Accounts of the
relevant Bidders.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details and UPI ID,
where applicable.
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) can submit
the ASBA Forms. 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 respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com).
Designated Date The date on which funds are transferred 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, 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 members of the Syndicate, sub-syndicate or 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 relevant
Bidders, in relation to the Offer.
In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion by
authorising 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 Bidder using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate/agents,
6Term Description
Registered Brokers, CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not
using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-
syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs
Designated RTA Locations Such locations of the CRTAs where Bidders (other than Anchor Investors) can submit
the ASBA Forms to CRTAs.
The details of such Designated CRTA Locations, along with names and contact
details of the CRTAs 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 Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time.
Designated Stock Exchange [●]
Draft Abridged Prospectus The memorandum dated March 31, 2026 containing such salient features of this Draft
Red Herring Prospectus as may be specified by SEBI in this regard.
Draft Red Herring Prospectus/ This draft red herring prospectus dated March 31, 2026 issued in accordance with the
DRHP SEBI ICDR Regulations, which does not contain 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.
Eligible FPI(s) FPI(s) 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 subscribe or purchase the Equity
Shares.
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful
to make an offer or invitation under the Offer and in relation to whom the Red Herring
Prospectus and the Bid Cum Application Form constitutes an invitation to subscribe
or purchase for the Equity Shares.
Escrow Account(s) Account(s) opened with the Escrow Collection Bank(s) and in whose favour the
Anchor Investors will transfer money through direct credit/NEFT/RTGS/NACH in
respect of the Bid Amount when submitting a Bid.
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an
issue under the SEBI BTI Regulations and with whom the Escrow Account(s) will be
opened, in this case being [●].
First Bidder or Sole Bidder 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.
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which
the Offer Price and the Anchor Investor Offer Price will be finalised and below which
no Bids will be accepted.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018.
Fresh Issue The fresh issue of up to 60,00,000 Equity Shares of face value of ₹ 10 each for cash
at a price of ₹ [●] each (including a share premium of ₹ [●] each), aggregating up to
₹ [●] lakhs.
Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement,
prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”).
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our
Company, in consultation with the BRLM. If the Pre-IPO Placement is completed,
the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh
7Term Description
Issue, subject to compliance with Rule 19(2)(b) of SCRR. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the
proceeds raised pursuant to the Pre-IPO Placement will be done towards the Objects
in compliance with applicable law. Prior to the completion of the Issue and the
allotment pursuant to the Pre-IPO Placement, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, that there is no guarantee that our
Company may proceed with the Offer or the Offer may be successful and will result
into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures
in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the RHP and the
Prospectus.
For information, see “The Offer” on page 82.
General Information Document The General Information Document for investing in public offers, prepared and issued
or GID in accordance with the SEBI circular (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 Book Running Lead Manager.
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company.
KPIs The key performance indicators which have been used historically by our Company
to understand and analyse our business performance, which in result, help us in
analysing the growth of business in comparison to our peers.
For further details please see “Basis for Offer Price” and “Our Business” sections
beginning on pages 171 and 246, respectively.
ISIN International Securities Identification Number of our Company being
INE2A4601029.
Mobile App(s) The mobile applications listed on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
or such other website as may be updated from time to time, which may be used by
UPI Bidders to submit Bids using the UPI Mechanism.
Monitoring Agency [●]
Monitoring Agency Agreement The agreement dated [●] to be entered into between our Company and the Monitoring
Agency.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of [●] Equity
Shares of face value of ₹ 10 each, which shall be available for allocation to Mutual
Funds only on a proportionate basis, subject to valid Bids being received at or above
the Offer Price.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors.
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For
further details regarding the use of the Net Proceeds and the Offer related expenses,
see “Objects of the Offer” beginning on page 136.
Non-Institutional Bidders/ Non- All Bidders that are not QIBs or Retail Individual Investors and who have Bid for
Institutional Investors/ NIIs Equity Shares for an amount more than ₹ 2.00 lakhs (but not including NRIs other
than Eligible NRIs).
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer, consisting of [●] Equity
Shares, which shall be available for allocation to Non-Institutional Investors in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at
or above the Offer Price, out of which i) one third shall be reserved for Bidders with
Bids exceeding ₹ 2.00 lakhs up to ₹ 10.00 lakhs; and ii) two-thirds shall be reserved
for Bidders with Bids exceeding ₹ 10.00 lakhs.
Provided that the unsubscribed portion in either of the sub-categories specified in
8Term Description
clauses (i) or (ii), may be allocated to Bidders in the other sub-category of Non-
Institutional Bidders, subject to valid Bids being received at or above the Offer Price.
Non-Resident/NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and
FVCIs.
Offer The initial public offering of up to 95,00,000 Equity Shares of face value of ₹ 10 each
for cash at a price of ₹ [●] each (including a share premium of ₹ [●] each), aggregating
up to ₹ [●] lakhs by our Company comprising a Fresh Issue of 60,00,000 Equity
Shares aggregating up to [●] lakhs and an Offer for Sale of up to 35,00,000 Equity
Shares of face value of ₹ 10 each aggregating to ₹ [●] lakhs by the Promoter Selling
Shareholders. For further information, see “The Offer” on page 82.
Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement,
prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”).
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our
Company, in consultation with the BRLM. If the Pre-IPO Placement is completed,
the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh
Issue, subject to compliance with Rule 19(2)(b) of SCRR. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the
proceeds raised pursuant to the Pre-IPO Placement will be done towards the Objects
in compliance with applicable law. Prior to the completion of the Issue and the
allotment pursuant to the Pre-IPO Placement, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, that there is no guarantee that our
Company may proceed with the Offer or the Offer may be successful and will result
into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures
in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the RHP and the
Prospectus.
Offer Agreement The agreement dated March 31, 2026 amongst our Company, the Promoter Selling
Shareholders and the BRLM, pursuant to 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 35,00,000 Equity Shares of face
value of ₹ 10 each aggregating up to ₹ [●] lakhs by the Promoter Selling Shareholders.
Offer Price ₹ [●] per Equity Share, being the final price within the Price Band, at which Equity
Shares of face value of ₹ 10 each will be Allotted to successful Bidders, other than
Anchor Investors as determined in accordance with the Book Building Process and
determined by our Company, in consultation with the Book Running Lead Manager,
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 in terms of the Red
Herring Prospectus.
The Offer Price will be decided by our Company, in consultation with the BRLM on
the Pricing Date, in accordance with the Book Building Process and in terms of the
Red Herring Prospectus.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company. For further
information about use of the Offer Proceeds, see “Objects of the Offer” on page 136.
Offered Shares Up to 35,00,000 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●]
lakhs being offered by the Promoter Selling Shareholders.
Pre- IPO Placement Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement,
prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”).
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our
Company, in consultation with the BRLM. If the Pre-IPO Placement is completed,
the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh
Issue, subject to compliance with Rule 19(2)(b) of SCRR. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Fresh Issue. The utilisation of the
proceeds raised pursuant to the Pre-IPO Placement will be done towards the Objects
in compliance with applicable law. Prior to the completion of the Issue and the
allotment pursuant to the Pre-IPO Placement, our Company shall appropriately
9Term Description
intimate the subscribers to the Pre-IPO Placement, that there is no guarantee that our
Company may proceed with the Offer or the Offer may be successful and will result
into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures
in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the RHP and the
Prospectus.
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
maximum price of ₹ [●] per Equity Share (Cap Price) including 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. The Price Band and the minimum Bid Lot for the Offer
will be decided by our Company, in consultation with the BRLM, and will be
advertised in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●], a widely circulated Hindi national daily newspaper
and [●] editions of [●], a Punjabi daily newspaper (Punjabi being the regional
language of Punjab, where the Registered 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 made 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 BRLM, 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, inter alia, 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(s) Bank account(s) to be opened with the Public Offer Account Bank(s) under Section
40(3) of the Companies Act, 2013, to receive monies from the Escrow Account(s) and
ASBA Accounts on the Designated Date.
Public Offer Account Bank(s) The banks with which the Public Offer Account(s) is opened for collection of Bid
Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in
this case being [●].
Promoter Selling Shareholders Collectively, Davinder Singh Kohli, Amrit Paul Singh Kohli, Jatinder Kaur Kohli and
Inder Pal Kaur Kohli.
QIB Category/ QIB Portion The portion of the Offer (including the Anchor Investor Portion being not more than
50% of the Offer comprising not more than [●] Equity Shares, which shall be Allotted
to QIBs (including Anchor Investors) on a proportionate basis, including the Anchor
Investor Portion (in which allocation shall be on a discretionary basis, as determined
by our Company, in consultation with the BRLM), subject to valid Bids being
received at or above the Offer Price (or Anchor Investors)
Qualified Institutional Buyers/ Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIBs/ QIB Bidders Regulations.
Red Herring Prospectus/ RHP The red herring prospectus to be issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will
not have complete particulars of the price at which the Equity Shares will be offered
and the size of the Offer including any addenda or corrigenda thereto.
The Bid/Offer Opening Date shall be at least three Working Days after the filing of
Red Herring Prospectus with the RoC. The Red Herring Prospectus will become the
Prospectus upon filing with the RoC after the Pricing Date, including any addenda or
corrigenda thereto.
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount to the Anchor Investors shall be made.
Refund Bank(s) The Banker(s) to the 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 Stockbrokers registered with the stock exchanges having nationwide terminals, other
than the members of the Syndicate and eligible to procure Bids in terms of SEBI
ICDR Master Circular, and other applicable circulars issued by SEBI.
10Term Description
Registrar Agreement The agreement dated March 27, 2026, between our Company, the Promoter 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 to the Offer/ Registrar KFin Technologies Limited
Resident Indian A person resident in India, as defined under FEMA.
Retail Individual Bidders/ Individual Bidders, who have Bid for the Equity Shares for an amount not more than
Retail Individual Investors(s)/ ₹ 2.00 lakhs in any of the bidding options in the Offer (including HUFs applying
RII(s) / RIB(s) through their Karta and Eligible NRIs and does not include NRIs other than Eligible
NRIs).
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity
Shares, which shall be available for allocation to Retail Individual Investors in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at
or above the Offer Price.
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their ASBA Form(s) or any previous Revision Form(s).
QIB Bidders and Non-Institutional Investors 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 Investors can revise their Bids during the Bid/Offer Period and
withdraw their Bids until Bid/Offer Closing Date.
SCORES Securities and Exchange Board of India Complaints Redress System.
Self-Certified Syndicate (i) The banks registered with SEBI, offering services in relation to ASBA (other than
Bank(s)/ SCSB(s) through UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
as applicable, or such other website as updated from time to time, and
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
or such other website as 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 between our Company, the Promoter Selling
Shareholders and the Share Escrow Agent in connection with the transfer of the
respective portion of Equity Shares being offered by each Promoter Selling
Shareholders in the Offer for Sale portion of the Offer and credit of such Equity Shares
to the demat account of the Allottees in accordance with the Basis of Allotment.
Specified Locations Bidding Centers where the Syndicate shall accept ASBA Forms from Bidders, a list
of which will be included in the Bid cum Application Form.
Sponsor Bank(s) The Bankers to the offer registered with SEBI, which have been appointed by our
Company to act as a conduit between the Stock Exchanges and NPCI in order to push
the UPI Mandate Request and/or payment instructions of the UPI Bidders using the
UPI and carry out 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 BRLM and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
Syndicate Agreement The agreement to be entered into amongst our Company, the Promoter Selling
Shareholders, the BRLM, the Syndicate Members and the Registrar, in relation to
collection of Bids by the Syndicate.
Syndicate Members Intermediaries (other than the BRLM) registered with SEBI who are permitted to
carry out activities in relation to collection of Bids and as underwriters, namely, [●].
Syndicate/ members of the Together, the BRLM and the Syndicate Members.
Syndicate
11Term Description
Systemically Important Non- Systemically important non-banking financial company as defined under Regulation
Banking Financial Company/ 2(1)(iii) of the SEBI ICDR Regulations.
NBFC-SI
Underwriters [●]
Underwriting Agreement The agreement dated [●] entered among the Underwriters, the Promoter Selling
Shareholders and our Company to be entered into on or after the Pricing Date, but
prior to filing of the Prospectus with RoC.
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI.
UPI Bidder(s) Collectively, individual investors applying as Retail Individual Investors in the Retail
Portion, and individuals applying as Non-Institutional Investors with a Bid Amount
of up to ₹ 5.00 lakhs in the Non-Institutional Portion and Bidding under the UPI
Mechanism through ASBA Form(s) submitted with Syndicate Members, Registered
Brokers, Collecting Depository Participants and Collecting 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 ₹ 5.00 lakhs shall use UPI and shall
provide their UPI ID in the bid-cum- application form submitted with: (i) a syndicate
member, (ii) a stock broker registered with a recognized stock exchange (whose name
is mentioned on the website of the stock exchange as eligible for such activity), (iii)
a depository participant (whose name is mentioned on the website of the stock
exchange as eligible for such activity), and (iv) a registrar 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 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
ICDR Master Circular along with the circular issued by the NSE having reference no.
25/2022 dated August 3, 2022 (to the extent any of these circulars are not rescinded
by the SEBI RTA Master Circular), SEBI RTA Master Circular (to the extent it
pertains to the UPI Mechanism), along with the circulars issued by the Stock
Exchanges in this regard, including the circular issued by BSE having reference
number 20220803-40 dated August 3, 2022, SEBI Circular no. SEBI/HO/DEPA-
II/DEPA-II_SRG/P/CIR/2025/86 dated June 11, 2025, and any subsequent circulars
or notifications issued by SEBI or Stock Exchanges in this regard from time to time
UPI ID ID created on Unified Payment Interface (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.
In accordance with the applicable UPI Circulars, UPI Bidders, Bidding may apply
through the SCSBs and mobile applications, whose names appears on the website of
the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mId=43) respectively, as updated from time to time
UPI Mechanism The Bidding mechanism that may be used by UPI Bidders to make Bids in the Offer
in accordance with UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
Wilful Defaulter or Fraudulent Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(lll) of the
Borrower SEBI ICDR Regulations.
Working Day(s) All days on which commercial banks in Mumbai, Maharashtra, India are open for
12Term Description
business, provided however, for the purpose of announcement of the Price Band and
the Bid/Offer Period, “Working Day” shall mean all days, excluding all Saturdays,
Sundays and public holidays on which commercial banks in Mumbai, Maharashtra,
India are open for business and the time period between the Bid/Offer Closing Date
and listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean
all trading days of the Stock Exchanges excluding Sundays and bank holidays in India
in accordance with circulars issued by SEBI, including UPI Circulars.
Conventional and general terms and abbreviations
Term Description
A/c Account.
AGM Annual General Meeting.
AIF Alternate Investment Fund.
AY Assessment Year.
BSE BSE Limited.
CAGR Compounded Annual Growth Rate.
Category I AIF AIFs registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations.
Category I FPIs FPIs registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations.
Category II AIF AIF AIFs registered as “Category II Alternative Investment Funds” under the SEBI
AIF Regulations.
Category II FPIs FPIs registered as “Category II Foreign Portfolio Investors” under the SEBI FPI
Regulations.
Category III AIF AIFs registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations.
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31.
CDSL Central Depository Services (India) Limited.
CGST Central Goods and Services Tax.
CIN Corporate Identity Number.
Copyright Act Copyright Act, 1957.
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires.
Companies Act, 2013/ Companies Act, 2013 and the rules, regulations, notifications, modifications and
Companies Act clarifications thereunder.
Consolidated FDI Policy The FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any
amendments or substitutions thereof, issued from time to time.
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020, and a pandemic on March 11, 2020.
CSR Corporate Social Responsibility.
Demat Dematerialised.
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder.
Depository or Depositories NSDL and CDSL.
DIN Director Identification Number.
DP ID Depository Participant’s Identification Number.
DP/ Depository Participant A depository participant as defined under the Depositories Act.
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India.
EGM Extra-ordinary General Meeting.
EPCG Export Promotion Capital Goods
EPS Earnings Per Share.
Er. Engineer.
13Term Description
ESOP Employee Stock Option Plan.
FCNR Account Foreign Currency Non Resident Account.
FDI Foreign Direct Investment.
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations
thereunder.
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended.
Financial Year, Fiscal, FY/ F.Y. Period of twelve months ending on March 31 of that particular year, unless stated
otherwise.
FI Financial institutions.
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations.
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI.
GAAP Generally Accepted Accounting Principles.
GIR Number General Index Registry number.
GoI / Central Government Government of India.
GST Goods and Services Tax.
GSTIN Goods and Services Tax Identification Number.
HUF Hindu Undivided Family.
ICAI The Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards.
IND AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015.
India Republic of India.
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles
generally accepted in India including the accounting standards specified under
Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014, as amended.
IGST Integrated GST.
IPO Initial Public Offer.
IT Information Technology.
IRDAI Insurance Regulatory and Development Authority of India.
IT Act The Information Technology Act, 2000.
I.T. Act The Income Tax Act, 1961.
KPI Key Performance Indicators.
MCA Ministry of Corporate Affairs, Government of India.
MCLR Marginal cost of fund-based lending rate.
MSME Micro, Small and Medium Enterprises.
N.A. or NA Not applicable.
NACH National Automated Clearing House.
NAV Net asset value.
NBFC Non-Banking Finance Company.
NEFT National electronic fund transfer.
Non-Resident A person resident outside India, as defined under FEMA.
NPCI National Payments Corporation of India.
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016.
NRI/ Non-Resident Indian A person resident outside India who is a citizen of India as defined under the Foreign
Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of
India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955.
14Term Description
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60% by NRIs including overseas trusts in which not less than
60% of the beneficial interest is irrevocably held by NRIs directly or indirectly and
which was in existence on October 3, 2003, and immediately before such date had
taken benefits under the general permission granted to OCBs under the FEMA.
OCBs are not allowed to invest in the Offer.
P/E Ratio Price/earnings ratio.
PAN Permanent account number allotted under the I.T. Act.
PLR Prime Lending Rate
Provident Fund Provident Fund for employees managed by the Employee’s Provident Fund
Organisation in India.
R&D Research and development.
RBI Reserve Bank of India.
Regulation S Regulation S under the U.S. Securities Act.
RONW Return on net worth.
Rs. / Rupees/ ₹ / INR Indian Rupees.
RTGS Real time gross settlement.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI Securities and Exchange Board of India constituted under the SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012.
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994.
SEBI Depository Regulations Securities and Exchange Board of India (Depositories and Participants) Regulations,
1996 as amended from time to time.
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019.
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000.
SEBI ICDR Master Circular SEBI master circular no. SEBI/HO/49/14/14(2)2026-CFD-POD2/I/4518/2026
issued on June 21, 2023 and updated on February 9, 2026
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations 2015.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
Regulations
SEBI Mutual Funds Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
SEBI RTA Master Circular SEBI master circular bearing number HO/38/13/(4)2026-MIRSD-POD/I/4298/2026
dated February 6, 2026
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
as repealed pursuant to SEBI AIF Regulations.
SGST State Goods and Services Tax.
State Government Government of a state of India.
15Term Description
STT Securities Transaction Tax.
UAE United Arab Emirates
U. S. Securities Act United States Securities Act of 1933, as amended.
US GAAP Generally Accepted Accounting Principles in the United States of America.
USA/ U.S. / US The United States of America.
USD / U.S.$ United States Dollars.
USA/ U.S. / US The United States of America.
USD / U.S.$ United States Dollars.
TAN Tax deduction account number
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF
Regulations or the SEBI AIF Regulations, as the case may be.
WACA Weighted Average Cost of Acquisition.
Technical and Industry Related Terms or Abbreviations
Term Description
1G Ethanol First Generation Ethanol
2G Ethanol Second Generation Ethanol
AMGOT Annual Minimum Guaranteed Offtake
ASU Air Separation Unit
BIS Bureau of Indian Standards
BOO Build-Own-Operate
BOT Build-Operate-Transfer
CAGR Compound Annual Growth Rate
CBG Compressed Biogas
CCU Carbon Capture and Utilisation
CCUS Carbon Capture, Utilisation and Storage
CO₂ Carbon Dioxide
CPI Consumer Price Index
CRU CO₂ Recovery Unit
CSIR-CIMFR Central Institute of Mining and Fuel Research
DCS Distributed Control Systems
DDGS Distillers Dried Grains with Solubles
DFPD Department of Food and Public Distribution
DGS Distilleries Grains with Solubles
DWGS Distilleries Wet Grains with Solubles
EBP Ethanol Blended Programme
ENA Extra Neutral Alcohol
EOR Enhanced Oil Recovery
ESY Ethanol Supply Year
Est., Adv. Est Estimated, Advance Estimates
EFTA European Free Trade Association
F&B Food and Beverage
FCI Food Corporation of India
FDI Foreign Direct Investment
FSSAI Food Safety and Standards Authority of India
FSSC Food Safety System Certification
FTA Free Trade Agreement
GFCF Gross Fixed Capital Formation
GDP Gross Domestic Product
GVA Gross Value Added
GW Gigawatt
HAM Hybrid Annuity Mode
HGU Hydrogen Generation Unit
IIG India Investment Grid
16Term Description
IIP Index of Industrial Production
IMF International Monetary Fund
INR Indian Rupee
IOCL Indian Oil Corporation Limited
ISBT International Society for Beverage Technologists
IT Information Technology
KLPD Kilo Litres Per Day
MAP Modified Atmosphere Packaging
Mn, Bn, Tn, Cr Million, Billion, Trillion, Crore
MNRE Ministry of New and Renewable Energy
MOSPI Ministry of Statistics and Programme Implementation
MOU Memorandum of Understanding
MSDH Multipressure Distillation Columns, Dehydration
MTPA Million Tonnes Per Annum
MTPD Metric Tonnes Per Day
MW Megawatt
NITI Aayog National Institution for Transforming India
NMP National Monetization Pipeline
NSO National Statistics Office
OMCs Oil Marketing Companies
P, F Projected, Forecast
PESO Petroleum and Explosives Safety Organisation
PFCE Private Final Consumption Expenditure
PLI Production Linked Incentive
PPP Public-Private Partnership
PSA Pressure Swing Adsorption
R&D Research and Development
RBI Reserve Bank of India
RES Renewable Energy Sources
SAF Sustainable Aviation Fuel
TPD Tonnes Per Day
UIDF Urban Infrastructure Development Fund
WPI Wholesale Price Index
Key Performance Indicators
Sr
Metric Unit Explanation
No.
GAAP Measures
1. Revenue from (₹ in Lakhs) Revenue is defined as Income arising in the course of an entity’s
Operations ordinary activities
2. Profit After Tax (₹ in Lakhs) Profit or loss is the total of income less expenses, excluding the
components of other comprehensive income.
3. Operating Cash (₹ in Lakhs) Operating cash flows refers to cash flows from operating activities.
Flows Operating activities are the principal revenue-producing activities of
the entity and other activities that are not investing or financing
activities.
Non-GAAP Measures
4. EBITDA (₹ in Lakhs) EBITDA represents the earnings of the Company before interest,
taxes, depreciation and amortization as reduced by other income.
5. EBITDA Margin (In %) EBITDA Margin represents EBITDA expressed as a percentage of
revenue from operations.
6. Return on Equity (In %) Return on equity represents profit/(loss) after tax attributable to owners
(RoE) of the parent divided by average shareholders’ equity during the
relevant period.
7. Gross Fixed Asset (In Times) Gross Fixed Asset Turnover Ratio measures the efficiency with which
17Sr
Metric Unit Explanation
No.
GAAP Measures
Turnover Ratio a company utilizes its gross fixed assets (before depreciation and
excluding Right-to-use assets) to generate revenue.
8. Operating Cash Flow (In Times) Operating Cash Flow to EBITDA represents the ratio of Operating
to EBITDA Cash Flow to EBITDA during the relevant period.
Operational Measures
9. Total Operational (In MT) Total operational capacity of the CO₂ segment refers to the aggregate
capacity of CO₂ installed processing and purification capacity of CO₂ across our
Segment operational CO₂ recovery units (“CRUs”).
10. Utilised capacity of (In MT) Utilised capacity of the CO₂ segment refers to the actual volume of
CO₂ Segment CO₂ processed and purified through the respective CRUs during the
relevant period.
11. Operational CRUs (In Numbers) Operational CRUs refer to the number of CO₂ recovery units that are
operational during the relevant period.
12. CO₂ Revenue Yield (In ₹) CO₂ revenue yield per MT represents the average revenue realised per
per MT MT of CO₂ processed and purified during the relevant period.
13. Total Operational (In KL) Total operational capacity of the ethanol segment refers to the
capacity of Ethanol aggregate installed production capacity of ethanol at ethanol
Segment manufacturing facility.
14. Utilised capacity of (In KL) Utilised capacity of the ethanol segment refers to the actual volume of
Ethanol Segment ethanol produced during the relevant financial year or period.
15. Ethanol Revenue (In ₹) Ethanol revenue yield per litre represents the average revenue realised
Yield per Litre per litre of ethanol sold during the relevant period.
18CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the
“State Government” are to the Government of India, central or state, as applicable. All references herein to the “US”,
“USA”, the “U.S.” or the “United States” are to the United States of America and its territories and possessions. All
references herein to “EU” are to the European Union and its territories and possessions
Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page numbers of
this Draft Red Herring Prospectus.
Financial and Other 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 the context requires otherwise, all references to a year in this Draft Red Herring Prospectus are to a
calendar year and references to a Fiscal/Fiscal Year are to the year ended on March 31, of that calendar year. Certain other
financial information pertaining to our Subsidiaries are derived from their respective audited financial statements.
Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios in this Draft
Red Herring Prospectus have been derived from the Restated Consolidated Financial Information. For further
information, see “Restated Consolidated Financial Information” on page 325.
Unless the context requires otherwise, the financial information in this Draft Red Herring Prospectus is derived from the
Restated Consolidated Financial Information, comprising of the restated consolidated statement of assets and liabilities
as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023; the restated consolidated statements of
profit and loss (including other comprehensive income); the restated consolidated statement of changes in equity; and the
restated consolidated statement of cash flows for the six months period ended September 30, 2025 and for the Financial
Years ended March 31, 2025, March 31, 2024 and March 31, 2023, the material accounting policies and other explanatory
information and notes, prepared to comply in all material respects with Ind AS as specified under Section 133 of the
Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to
time), presentation requirements of Division II of Schedule III to the Companies Act, 2013 and other relevant provisions
of the Companies Act, 2013, and restated in terms of the requirements of Section 26 of Part I of Chapter III to the
Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by the Institute of Chartered Accountants of India.
Our Company has acquired Punjab Fusion Private Limited (“PFPL”) pursuant to a transfer of equity shares from its
existing shareholders, effective as at December 31, 2024. Subsequently, PFPL became wholly owned subsidiary (WOS)
of our Company with effect from June, 2025. Prior to the completion of the acquisition of PFPL by us, PFPL was under
the control of our Promoters and members of our Promoter Group. For further information, see “History and Certain
Corporate Matters — Details regarding material acquisitions or divestments of business or undertakings, mergers,
amalgamations or revaluation of assets in the last 10 years” on page 292. Accordingly, the Restated Consolidated
Financial Information has been prepared after consolidation of PFPL in accordance with the requirements of Appendix
C to Ind AS 103, Business Combinations with effect from April 1, 2022 as these transactions are considered common
control transactions under Appendix C of Ind AS 103.
For further information, see “Summary of Financial Information”, “Restated Consolidated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 84, 325 and 412,
respectively. Financial information for the six months period ended September 30, 2025 may not be indicative of the
financial results for the full year and are not comparable with financial information for the Financial Year ended March
31, 2025, March 31, 2024, and March 31, 2023.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is urged
that you consult your own advisors regarding such differences and their impact on our Company’s financial data. For
19details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS, see “Risk Factors –
Significant differences exist between Ind AS and other accounting principles, such as US GAAP and International
Financial Reporting Standards (“IFRS”), which may affect investor’s assessment of our financial condition.” on page
70. The degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the
Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
policies and practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be
limited. Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal
points to conform to their respective sources.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed
are due to rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures
have been rounded off to two decimal places. In certain instances, discrepancies in any table between the sums of the
amounts listed in the table and totals are due to rounding off.
Further, any figures sourced from third party industry sources may be rounded off to other than to the second decimal to
conform to their respective sources.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Position and Results of Operations” on pages 25, 246 and 412, respectively, and elsewhere in this Draft Red
Herring Prospectus, unless otherwise stated or context requires otherwise, have been derived from Restated Consolidated
Financial Information or non-GAAP financial measures as described below.
Non-Generally Accepted Accounting Principles Financial Measures (“Non-GAAP Measures”)
Certain measures included in this Draft Red Herring Prospectus, for instance Return on Net Worth, Net worth, Net Asset
Value (“NAV”), Return on Equity (RoE), PAT margin, Net tangible assets, Monetary assets, Monetary assets as a
percentage of Net tangible assets, Operating Profit, EBITDA, EBITDA Margin, Operating Cash Flow to EBITDA and
Gross Fixed Asset Turnover Ratio (the “Non-GAAP Measures”), presented in this Draft Red Herring Prospectus are
supplemental measures of our performance and liquidity that are not required by, or presented in accordance with Ind AS,
IFRS or US GAAP. Furthermore, these Non-GAAP Measures, are not a measurement of our financial performance or
liquidity under Indian GAAP, IFRS or US GAAP and should not be considered as an alternative to net profit revenue from
operations or any other performance measures derived in accordance with Ind AS, IFRS or US GAAP or as an alternative
to cash flow from operations or as a measure of our liquidity. Further, these Non- GAAP Measures and other statistical
and other information relating to operations and financial performance should not be considered in isolation or construed
as an alternative to cash flows, profit for the years 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. In addition, these Non-GAAP Measures and other
statistical and other information relating to operations and financial performance, are not standardised terms and 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 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. Further, they may have limited utility as a comparative measure. Although such
Non-GAAP financial 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 as they are widely used
measures to evaluate a company’s operating performance. For further information, see “Management’s Discussion and
Analysis of Financial Position and Results of Operations –Non-Generally Accepted Accounting Principles Financial
Measures (“Non-GAAP Measures”) and Operational Measures”” and “Other Financial Information- Reconciliation of
non-GAAP measures” on pages 417 and 404, respectively.
Industry and Market Data
Unless otherwise indicated, industry and market data used in this Draft Red Herring Prospectus has been derived from
the report titled “Industry Report on Ethanol, Carbon Capture Utilization (CCU), and Carbon Dioxide” dated March 30,
2026, (“Dun & Bradstreet Report”) prepared and issued by Dun & Bradstreet, pursuant to an engagement contract
dated December 06, 2025. The Dun & Bradstreet Report is commissioned and paid for exclusively for the purposes of
the Offer, by our Company in connection with the Offer. The data included in this Draft Red Herring Prospectus includes
excerpts from the Dun & Bradstreet Report and may have been re-ordered by us for the purposes of presentation. A copy
of the Dun & Bradstreet Report is available on the website of our Company at www.punjabcarbonic.com until the
Bid/Offer Closing Date. Unless otherwise indicated, financial, operational, industry and other related information derived
20from the Dun & Bradstreet Report and included herein with respect to any particular Fiscal/ calendar year refers to such
information for the relevant Fiscal/ calendar year. Dun & Bradstreet has confirmed that it is an independent agency and
has no relationship with our Company, Directors, Promoters, Promoter Group, Key Managerial Personnel, Senior
Management, Subsidiaries, Group Company, Promoter Selling Shareholders or the BRLM.
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but accuracy, completeness relevance of such
information shall be subject to the disclaimers, context and underlying assumptions of such sources. The data used in
these sources may have been reclassified by us for the purposes of presentation and may also not be comparable. The
excerpts of the Dun & Bradstreet Report are disclosed in this Draft Red Herring Prospectus and there are no parts,
information, data (which may be relevant for the proposed Offer), left out or changed in any manner. The extent to which
the industry and market data presented in this Draft Red Herring Prospectus is meaningful and depends upon the reader’s
familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard data
gathering methodologies in the industry in which our Company conducts business and methodologies, and assumptions
may vary widely among different market and industry sources. Data from these sources may also not be comparable.
Such information involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors –This Draft Red Herring Prospectus contains information from an
industry report prepared by Dun & Bradstreet, which we have commissioned and paid for.” on page 69. Accordingly, no
investment decision should be solely made on the basis of such information.
In accordance with the disclosure requirements under the SEBI ICDR Regulations, “Basis for the Offer Price” on page
171 includes information relating to our peer group companies. Such information has been derived from publicly
available sources specified therein.
Currency and Units of Presentation
All references to:
• “Rupees” or “INR” or “₹” or “Rs.” Are to Indian Rupees, the official currency of the Republic of India; and
• “U.S $”, “U.S. Dollar”, “USD” are to United States Dollars, the official currency of the United States of America.
All the figures in this Draft Red Herring Prospectus, have been presented in lakhs or in whole numbers where the numbers
have been too small to present in lakhs unless stated otherwise. One lakhs represents 1,00,000 and one crore represents
1,00,00,000. 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 the second decimal. 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 lakhs 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.
Time
All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise,
all references to a year in this Draft Red Herring Prospectus are to a calendar year.
Exchange Rates:
This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should
not be construed as a representation that such currency amounts could have been, or can be converted into Indian Rupees,
at any particular rate, or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian
Rupee and the USD:
(in ₹)
21Exchange rate as at*
Currency
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
1 USD 88.79 85.58 83.37 82.22
Source: FBIL Reference Rate as available on www.fbil.org.in
Note: Exchange rate is rounded off to two decimal points.
*On instances where the given day is a holiday, the exchange rate from the previous working day has been considered.
Please note that the above exchange rates have been provided for indicative purposes only and the amounts reflected in
our Restated Consolidated Financial Information may not have been converted using any of the above-mentioned
exchange rates.
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 generally
be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”,
“estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will achieve”, “will
likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe the strategies,
objectives, plans or goals of our Company are also forward-looking statements. All statements regarding our expected
financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-
looking statements include statements as to our business strategy, plans, revenue, and profitability (including, without
limitation, any financial or operating projections or forecasts) and other matters discussed in this Draft Red Herring
Prospectus that are not historical facts. However, these are not the exclusive means of identifying forward-looking
statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results may differ
materially from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties, and assumptions about us that could cause actual results to differ materially from those contemplated by
the relevant forward-looking statement. This may be due to risks or uncertainties associated with our expectations with
respect to, but not limited to, regulatory changes pertaining to the industries we cater and our ability to respond to them,
our ability to successfully implement our strategies, our growth and expansion, technological changes, our exposure to
market risks, general economic and political conditions in India and globally, which have an impact on our business
activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and
globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence of any
natural calamities and/or acts of violence.
Certain important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:
1. We are significantly dependent on our top 10 customers. We derived 78.31%, 71.20%, 44.00% and 42.86% of our
revenue from operations during the six months period ended September 30, 2025, and Fiscals 2025, 2024 and 2023,
respectively, from our top 10 customers. Loss of such customers, a substantial reduction in purchases by such
customers or our inability to attract new customers in addition to our existing customers will have a material adverse
impact on our business, results of operations and financial condition.
2. Reliance on third-party distilleries and industrial units for sourcing CO₂, which is our primary raw material, may
adversely affect our operations and financial performance. Additionally, our Company does not own dedicated CO₂
manufacturing facilities and relies on CO₂ recovery units (“CRUs”) installed on leased premises of third parties,
which exposes us to risks associated with such arrangements.
3. Our Company has entered into non-binding letters of intent for the proposed CRUs to be funded from the Net
Proceeds along with binding lease agreements for the CRU premises, and if such arrangements do not materialize,
it may affect the deployment timeline of the Net Proceeds and the implementation of our expansion plans.
4. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including
prior shareholders’ approval.
5. We operate certain CO₂ recovery units under asset-light or operational arrangements where we do not own the
underlying assets, which may limit our operational control.
6. Certain of our arrangements with distilleries include minimum guaranteed offtake obligations and are subject to
long-term operational arrangements that may be terminated or not renewed, which may adversely affect our
operations and financial condition.
7. We are subject to risks associated with our products, manufacturing processes and distribution network, owing to
the hazardous nature of industrial CO2. Failure to manage these operational risks may adversely affect our business,
results of operations, cash flows and financial condition.
8. Our operations rely on logistics infrastructure for the transportation of CO₂ and ethanol, and any disruption in such
logistics operations may adversely affect our ability to supply products to our customers.
239. There is a concentration of our sales in North India. Our sales in North India contributed to 77.09%, 80.87%, 59.37%
and 51.52% of our total sales during the six months period ended September 30, 2025 and the Fiscal 2025, Fiscal
2024, and Fiscal 2023, respectively. This regional concentration could expose our Company to economic, cultural,
geopolitical and local market risks.
10. We have sought exemption from disclosing a certain individual as part of the ‘promoter group’ of our Company.
There is no guarantee that SEBI will grant such exemption in a timely manner or at all.
For a further discussion of factors that could cause our actual results to differ from the expectations, see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages
25,246 and 412, respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could materially be different
from those that have been estimated. Forward-looking statements reflect our current views as of the date of this Draft Red
Herring Prospectus and are not a guarantee of future performance. These statements are based on our management’s belief
and assumptions, which in turn are based on currently available information. Although we believe that the assumptions
on which such statements are based are reasonable, any such assumptions as well as statements based on them could
prove to be inaccurate and the forward- looking statements based on these assumptions could be incorrect.
Neither our Company, our Directors, any Promoter Selling Shareholders, nor the Syndicate or any of their respective
affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In
accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of material
developments pertaining to our Company from the date of this Draft Red Herring Prospectus until the time of the grant of
listing and trading permissions by the Stock Exchanges. In accordance with the requirements of SEBI and as prescribed
under the applicable law, the Promoter Selling Shareholders will ensure (through our Company and the BRLM) that
investors are informed of material developments in relation to the statements and undertakings specifically undertaken
or confirmed by them in the Red Herring Prospectus until the receipt of final listing and trading approvals for the Equity
Shares pursuant to the Offer. Only statements and undertakings which are specifically confirmed or undertaken by the
Promoter Selling Shareholders to the extent of information pertaining to themselves and/or their respective portion of
Equity Shares being offered by them, as the case may be, in this Draft Red Herring Prospectus shall be deemed to be
statements and undertakings made by such Promoter Selling Shareholder.
24SECTION II: RISK FACTORS
RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in
the Equity Shares. The risks and uncertainties described in this section are not the only risks that we currently face.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also have an
adverse effect on our business. If any or a combination of the following risks, or other risks that are not currently known
or are now deemed immaterial, actually occurs, our business, financial condition, results of operations and cash flows
could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. The risks set
out in this section may not be exhaustive. Furthermore, some events may be material collectively rather than individually.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are risks where the effect is not quantifiable and hence have not been disclosed
in the applicable risk factors. Prospective investors should read this section together with “Our Business”, “Industry
Overview”, “Key Regulations and Policies in India”, “Management’s Discussions and Analysis of Financial Condition
and Results of Operations” and “Restated Consolidated Financial Information” on pages 246, 193, 280, 412 and 325,
respectively, as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. In
making an investment decision, prospective investors should rely on their own examination of us and the terms of the
Offer, including the merits and risks involved. You should consult your tax, financial and legal advisors about the
particular consequences to you of an investment in our Equity Shares. Potential investors should pay particular attention
to the fact that our Company is incorporated under the laws of India and is subject to legal and regulatory environment
which may differ in certain respects from that of other countries.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties where
actual results could materially differ from those anticipated in these forward-looking statements. For further details, see
“Forward Looking Statements” on page 23.
Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months ended
March 31 of that year. Unless otherwise indicated, the financial information included herein is based on our Restated
Consolidated Financial Information included in this Draft Red Herring Prospectus. In this Draft Red Herring Prospectus
our financial statements as of and for the six months ended September 30, 2025 and as of and for the financial years
ended March 31, 2025, March 31, 2024 and March 31, 2023, are on a consolidated basis. For further information, see
‘Restated Consolidated Financial Information’ on page 325. Our Company has acquired Punjab Fusion Private Limited
(“PFPL”) pursuant to a transfer of equity shares effective as at December 31, 2024. Subsequently, with effect from June,
2025, PFPL became a wholly owned subsidiary of our Company. Prior to the completion of the acquisition of PFPL by
us, PFPL was under the control of our Promoters and members of our Promoter Group. For further information, see
“History and Certain Corporate Matters— Details regarding material acquisitions or divestments of business or
undertakings, mergers or amalgamations in the last 10 years” on page 292. Accordingly, the Restated Consolidated
Financial Information has been prepared after consolidated the operations of PFPL, in accordance with the requirements
of Appendix C to Ind AS 103, Business Combinations with effect from April 1, 2022 as these transactions are considered
common control transactions under Appendix C of Ind AS 103.
We have, in this Draft Red Herring Prospectus, included various operational and financial performance indicators and
certain non-GAAP measures, some of which may not be derived from our Restated Consolidated Financial Information
and may not have been subjected to an audit or review by our Statutory Auditor, and 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. The manner in which such operational and financial performance indicators are calculated
and presented, and the assumptions and estimates underlying, used in such calculation, may vary from that used by other
similarly placed companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue
reliance on such information in making an investment decision and are cautioned that they should consult their own
advisors and evaluate such information in the context of the Restated Consolidated Financial Information and other
information relating to our business and operations included in this Draft Red Herring Prospectus.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled ‘Industry
Report on Ethanol, Carbon Capture Utilization (CCU), and Carbon Dioxide’ dated March 30, 2026 prepared by Dun &
Bradstreet (“Dun & Bradstreet Report”). The Dun & Bradstreet Report has been exclusively commissioned, and paid
25for, by our Company pursuant to an engagement contract dated December 06, 2025. A copy of the Dun & Bradstreet
Report shall be made available at https://www.punjabcarbonic.com/investorsCircle from the date of filing of the Red
Herring Prospectus till the Bid / Offer Closing Date. Our Company, Subsidiaries, Directors, Promoters and Promoter
Group and are not related to Dun & Bradstreet in any manner whatsoever. Unless otherwise indicated, all industry and
other related information derived from the Dun & Bradstreet Report and included herein with respect to any particular
year refers to such information for the relevant calendar year. See ‘Certain Conventions, Presentation of Financial,
Industry and Market Data and Currency of Presentation’ on page 19.
INTERNAL RISKS
1. We are significantly dependent on our top 10 customers. We derived 78.31%, 71.20%, 44.00% and 42.86% of our
revenue from operations during the six months period ended September 30, 2025, and Fiscals 2025, 2024 and 2023,
respectively, from our top 10 customers. Loss of such customers, a substantial reduction in purchases by such
customers or our inability to attract new customers in addition to our existing customers will have a material adverse
impact on our business, results of operations and financial condition.
We are an integrated carbon capture and utilisation (“CCU”) and industrial gas solutions company engaged in the
manufacture, recovery, supply and distribution of CO and dry ice, including the design and execution of CO₂ recovery
2
and refining infrastructure. Consequently, our business and financial condition in any given year is significantly
dependent on our top 10 customers. Set out below is a break-up of the revenue contribution of our top 1, 3, 5 and 10
customers to our revenues from operations in the six months period ended September 30, 2025 and the last three Fiscals:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
% of % of % of
Particulars % of
Amount Amount revenue Amount revenue Amount revenue
revenue
(₹ in (₹ in from (₹ in from (₹ in from
from
lakhs) lakhs) operation lakhs) operation lakhs) operation
operations
s s s
Top 1 customer 11,167.72 39.97 15,360.12 31.46 1,184.68 8.68 1,175.45 10.65
Top 3 customers 19,233.03 68.84 30,528.99 62.53 3,301.22 24.18 2,259.31 20.47
Top 5 customers 20,492.10 73.35 32,226.02 66.00 4,319.57 31.64 3,130.25 28.36
Top 10 customers 21,876.27 78.31 34,767.55 71.20 6,007.13 44.00 4,730.26 42.86
^ Not annualised.
Notes
(1) For the six months ended September 30, 2025, our top 10 customers included Varun Beverages Limited, M.S. Marketing and Indo
Autotech Limited. Names of other customers have not been included in this Draft Red Herring Prospectus as relevant consents
for disclosure of their names were not available.
(2) For Fiscal 2025, our top 10 customers included Varun Beverages Limited, Assago Industries Private Limited, Hindustan Coca
Cola Beverages Private Limited, Moon Beverages Limited, VINP Distilleries and Sugars Private Limited and Indo Auto Tech
Limited. Names of other customers have not been included in this Draft Red Herring Prospectus as relevant consents for
disclosure of their names were not available.
(3) For Fiscal 2024, our top 10 customers included Varun Beverages Limited, Hindustan Coca Cola Beverages Private Limited,
Indo Auto Tech Limited and Sri Sarvaraya Sugars Limited. Names of other customers have not been included in this Draft Red
Herring Prospectus as relevant consents for disclosure of their names were not available.
(4) For Fiscal 2023, our top 10 customers included Varun Beverages Limited, MG Petrochem Private Limited, Hindustan Coca Cola
Beverages Private Limited, Moon Beverages Limited, Paradeep Phosphates Limited (formerly Mangalore Chemicals and
Fertilizers Limited), M.S. Marketing and Kandhari Beverages Private Limited. Names of other customers have not been included
in this Draft Red Herring Prospectus as relevant consents for disclosure of their names were not available.
(5) The increase in customer concentration during Fiscal 2025 and the six months period ended September 30, 2025 is primarily
attributable to the commencement of the ethanol segment through our Subsidiary, PGPL, which has resulted in a change in our
revenue mix and customer profile. Accordingly, the percentage contribution of our top customers during such periods reflects the
impact of such commencement and may not be directly comparable with prior periods.
While our customers may vary annually, we are significantly reliant on certain key customers. Set forth below is a
breakdown of the total customers served by us during the six months period ended September 30, 2025 and in Fiscals
2025, 2024 and 2023:
26Six months period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Total customers served 425 569 439 398
New customers served 112 230 142 205
Revenue from new customers 503.79 6,806.25 3,068.57 1,251.60
(in ₹ lakhs)
Revenue from new customers 1.80 13.94 22.48 11.34
served as % of total revenue
from operations (in %)
Repeat customers served* 313 339 297 193
Revenue from repeat 27,435.73 42,011.14 10,584.29 9,786.18
customers (in ₹ lakhs)
Revenue from repeat 98.20 86.06 77.52 88.66
customers served as % of total
revenue from operations (in
%)
* Repeat customers defined as customers who have purchased from us for at least two consecutive Fiscals.
Our business, results from operations, and financial condition are significantly dependent on maintaining relationship
with our customers, and failure or inability to maintain relationship with all or any of our top 10 customers, for any reason
(including, due to failure to negotiate acceptable terms, adverse change in the financial condition of such customers for
various factors such as possible bankruptcy or liquidation or other financial hardship, merger or decline in sales from
such customers, reduced or delayed customer requirements, facility shutdowns, labour strikes, and, or, other work
stoppages affecting production by such customers) could have a material adverse impact on our business, results of
operations, financial condition and cash flows. In addition, geopolitical factors (including disruption to supply chain,
regional conflicts, or military conflict) could have an adverse impact on our relationship with our top 10 customers which
may result in loss of any or all of our top 10 customers as well. Consequently, our future growth may also be subject to
challenges due to our current reliance on a limited group of customers, including our top 10 customers. We cannot assure
you that we will be able to maintain historic levels of business from our significant customers, or that we will be able to
significantly reduce customer concentration in the future.
Further, while we have built long-standing supply relationships with customers across our business segments, we have
not entered into long-term agreements or purchase arrangement with our customers for the sale of liquid CO and dry ice.
2
For further details, see “Our Business-Customers” and “Our Business - Competitive Strengths - Long standing customer
relations with established domestic clientele” on pages 246 and 251, respectively. Additionally, for the distribution of
ethanol produced in its distillery, PGPL has entered into long-term offtake agreement of a period of 10 years with certain
public-sector OMCs, dated January 11, 2022 (“Ethanol Offtake Agreement”), pursuant to which the public-sector
OMCs, who have formed part of our top 10 customers for each of the Fiscals 2024 and 2025 and the six months period
ended September 30, 2025, are required to offtake a fixed amount of ethanol from PGPL on a best-endeavour basis. Our
relationships with our customers are therefore, dependent to a large extent on our ability to regularly meet customer
requirements, including price competitiveness, efficient and timely product deliveries and consistent product quality. In
the event we are unable to meet such requirements in the future, it may result in decrease in orders or cessation of business
from affected customers. Our inability to diversify our customer base or to attract new customers, could have an adverse
impact on our business operations. While there have been no such instances of our failure to maintain relationship with
our top 10 customers during the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023, which
had an adverse impact on our business, results from operations, or financial conditions, there can be no assurance that
such an event will not occur in the future.
Further, if any of our customers are exposed to financial difficulties or insolvency, the loss or delay in payments from a
major customer could negatively affect our working capital, cash flow, and overall financial stability. While we have not
faced delays in payments from our major customers during the six months period ended September 30, 2025 and in
Fiscals 2025, 2024 and 2023, we cannot assure you that we will not have any such incidences in future. We typically
provide our customers with credit periods of 50 days to 60 days from the date of delivery, as part of our standard payment
terms. While we generally limit the credit we extend to our customers based on their financial condition and payment
history, we may still experience losses because of a customer being unable to pay. As a result, there is a risk that our
estimates may not be accurate. As at September 30, 2025 and as at Fiscals 2025, 2024 and 2023, our trade receivables
were ₹ 4,307.43 lakhs, ₹ 5,021.39 lakhs, ₹ 3,549.36 lakhs and ₹ 1,960.77 lakhs, respectively, which accounted for
15.42%, 10.29%, 26.00% and 17.76% of our revenue from operations, respectively. The table below shows our bad debts
27written-off during the six months period ended September 30, 2025 and during Fiscals 2025, 2024 and 2023, and such
amounts as a percentage of our revenue from operations:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operations operations operations operations
Bad debts 0.69 Negligible 7.48 0.02 3.05 0.02 8.13 0.07
written-off
^ Not annualised.
Any increase in our receivable turnover days or write-offs will negatively affect our business. If we are unable to collect
customer receivables or if the provisions for doubtful receivables are inadequate, it could have a material adverse effect
on our business, financial condition, cash flows and results of operations.
2. Reliance on third-party distilleries and industrial units for sourcing CO₂, which is our primary raw material, may
adversely affect our operations and financial performance. Additionally, our Company does not own dedicated CO₂
manufacturing facilities and relies on CO₂ recovery units (“CRUs”) installed on leased premises of third parties,
which exposes us to risks associated with such arrangements.
Our business model is dependent on the recovery of CO from distilleries on whose premises we install and operate our
2
CRUs. These distilleries generate CO₂ as a by-product of their manufacturing processes, which we capture, process and
commercialize. For further details, see “Our Business – Our business verticals” on page 262. Accordingly, the continued
availability of CO₂ at such locations, and our ability to maintain arrangements with such distilleries, are critical to our
operations. Set forth below are the details of our revenue from sale of liquid CO and dry ice, manufactured within the
2
CRUs, in the six months period ended September 30, 2025 and Fiscals 2025, 2024 and 2023:
(in ₹ lakhs, unless otherwise specified)
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
As a As a As a As a
Particulars percentage percentage percentage percentage
of revenue of revenue of revenue of revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
(%) (%) (%) (%)
Sale of liquid 5,084.17 18.20 10,535.07 21.58 8,710.76 63.80 8,314.21 75.32
CO₂
Sale of dry 466.08 1.67 823.83 1.69 850.97 6.23 916.07 8.30
ice
Total 5,550.25 19.87 11,358.90 23.27 9,561.73 70.03 9,230.28 83.62
^ Not annualised.
Any disruption in the operations of such distilleries or industrial facilities, including due to shutdowns, regulatory
restrictions, operational issues, maintenance shutdowns, reduction in production levels, or termination or non-renewal of
contractual arrangements with us, may reduce or interrupt the availability of CO₂ for recovery. Further, such facilities are
owned and controlled by third parties, and we have limited control over their operations, production schedules, or long-
term business continuity. Any adverse developments affecting such facilities may directly impact our ability to source
CO₂, thereby affecting the utilization levels of our recovery plants and our revenue generation. There have been certain
instances where our CRUs remained non-operational for periods ranging from one (1) month to seven (7) months during
the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023, owing to the non-operation of the
dependent distilleries. There can be no assurance that we will not experience such disruptions in the future, in relation to
these or any other of our CRUs, which may adversely affect the operations of our CRUs.
28Additionally, our Company does not operate or own independent CO₂ manufacturing facilities. Instead, our business
model is based on installing and operating CRUs at the premises of distilleries, from which CO₂ is recovered as a by-
product of their manufacturing processes. These CRUs are typically installed on premises that are owned or controlled
by such third parties and are made available to us under lease, license or similar contractual arrangements. For further
details, see “Our Business – Properties” on page 276.
As a result, we are exposed to risks associated with the use of third-party premises, including potential disputes with
counterparties, termination or non-renewal of lease or license arrangements, restrictions on access or use of the premises,
and changes in regulatory or zoning requirements applicable to such facilities. Our operations at such premises are also
dependent on the respective lessors maintaining all requisite approvals, licenses and permits, and complying with the
conditions thereof. Any failure, lapse or non-compliance by such lessors may result in regulatory action or disruption of
operations at these sites. Further, since we do not control the underlying premises, our ability to continue operating our
plants at such locations is subject to the continued cooperation and operational continuity of the respective counterparties.
While there has been no instance during the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and
2023 of termination, non-renewal or adverse modification of the lease, license or similar arrangements pursuant to which
our CO₂ recovery units are installed on the premises of third-party distilleries or industrial units, which has had a material
adverse impact on our operations, there can be no assurance that such arrangements will continue on similar terms or will
not be terminated, modified or otherwise disrupted in the future, which may require us to relocate our equipment, incur
additional costs or suspend operations at such locations, and could adversely affect our business, financial condition and
results of operations.
Our operational agreements typically range from a period of five (5) to twelve (12) years and are subject to termination
at the instance of either party, subject to varying notice periods. Our operational agreements generally do not provide for
specific recourse in the event of premature termination, and any such termination may require us to remove and relocate
our equipment, incur additional costs, suspend operations at the relevant site and/or enter into arrangements with
alternative counterparties to continue our supply of CO₂, which could adversely affect our business, financial condition
and results of operations. There have not been any instances of premature termination of any of our operational
agreements in the six months period ended September 30, 2025 and the last three Fiscals. If any of our arrangements with
such third parties are terminated or materially modified, or if we are required to vacate or relocate our plants due to
regulatory, contractual or operational reasons, we may incur additional capital expenditure, relocation costs, or
operational disruptions. Such events may lead to downtime, reduced production capacity, or delays in servicing our
customers, which could adversely affect our business, financial condition, results of operations and cash flows.
3. Our Company has entered into non-binding letters of intent for the proposed CRUs to be funded from the Net Proceeds
along with binding lease agreements for the CRU premises, and if such arrangements do not materialize, it may affect
the deployment timeline of the Net Proceeds and the implementation of our expansion plans.
We have entered into non-binding letters of intent dated February 25, 2026 and February 27, 2026 (“LOIs”) with third-
party distilleries in relation to the proposed installation of the proposed CO₂ recovery units (“Proposed CRU”) that is
intended to be funded from the Net Proceeds of this Offer. For further details, see “Objects of the Offer” on page 136. As
the LOI is non-binding in nature, there can be no assurance that the parties will successfully negotiate and execute
definitive agreements or that the proposed CRU will be implemented on the timelines currently envisaged.
We have also entered into separate lease agreements with the third-party distilleries, each dated March 2, 2026, for leasing
the premises on which the proposed CRUs are to be set up. While the lease deeds constitute binding agreements, their
commencement and continued validity are linked to the LOIs and the implementation of the proposed installation of the
CRUs. In particular, the leases are conditional upon commencement of the proposed CRUs, with the periods of the lease
beginning from the date of commencement of the installation of the respective CRUs, and may stand terminated
automatically if the LOIs are withdrawn or terminated prior to such commencement. Further, we have not entered into
binding operational agreements or definitive long-term arrangements with such counterparties at this stage, as the
commercial terms, including minimum guaranteed offtake obligations, pricing and other operational parameters, are
typically finalised post-installation of the CRUs based on various factors such as available market demand, customer
base, and commercial viability. Entering into binding arrangements prior to such assessment may expose us to higher
commercial and operational risks. Accordingly, while this approach provides flexibility in determining commercially
viable terms, there can be no assurance that the proposed CRUs will be implemented within the envisaged timelines or
on terms favourable to us.
In the event the LOIs and the lease deeds are terminated, not renewed, or do not result in the execution of subsequent
definitive agreements, we may be required to identify and finalize an alternative distillery for the installation of the
29proposed CRUs. The process of identifying suitable alternate counterparties, negotiating commercial and operational
terms, conducting technical assessments, and entering into definitive agreements may involve significant time and effort.
Any such delay or uncertainty may result in variations in the proposed schedule for deployment of the Net Proceeds, and
may require us to revise our expansion plans or reallocate resources. Additionally, there can be no assurance that
alternative arrangements, if required, will be finalized on terms that are comparable or favourable to us. Any delays in
the commissioning of the proposed CRUs or changes in the deployment schedule of the Net Proceeds may adversely
affect our growth strategy, operational plans, and financial performance. Any variation in the deployment of Net Proceeds
shall be subject to the applicable provisions of the Companies Act, 2013, and the SEBI ICDR Regulations. For further
details, see “Objects of the Offer” and “Risk Factors – Any variation in the utilisation of proceeds from the Fresh Issue
shall be subject to applicable law” on pages 136 and 30, respectively.
4. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including
prior shareholders’ approval.
We propose to utilize the Net Proceeds for the purposes described in “Objects of the Offer” on page 136 of this Draft Red
Herring Prospectus. At this stage, we cannot determine with any certainty if we would require the Net Proceeds to meet
any other expenditure or fund any exigencies arising out of competitive environment, business conditions, economic
conditions or other factors beyond our control. Please see “Risk Factors – Our Company has entered into non-binding
letters of intent for the proposed CRUs to be funded from the Net Proceeds along with binding lease agreements for the
CRU premises, and if such arrangements do not materialize, it may affect the deployment timeline of the Net Proceeds
and the implementation of our expansion plans” on page 29. Various risks and uncertainties, such as economic trends
and business requirements, competitive landscape, as well as general factors affecting our results of operations, financial
condition and access to capital, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our
business. Thus, the use of the Net Proceeds for the purposes identified by our management may not result in actual growth
of our business, increased profitability or an increase in the value of our business and your investment.
Further, in accordance with Sections 13(8) and 27 of the Companies Act 2013, we cannot undertake any variation in the
utilisation of the Net Proceeds without obtaining the shareholders’ approval through a special resolution. In the event of
any such circumstances that require us to undertake variation in the disclosed utilisation of the Net Proceeds, we may not
be able to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such
shareholders’ approval may adversely affect our business or operations. However, we will have flexibility in utilizing the
balance Net Proceeds, if any, for general corporate purposes, subject to such utilisation not exceeding 25% of the Gross
Proceeds from the Fresh Issue in accordance with Regulation 7(2) of the SEBI ICDR Regulations.
Additionally, our Promoters would be required to provide an exit opportunity to Shareholders who do not agree with our
proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as prescribed by
applicable SEBI regulations. Additionally, the requirement on the Promoters to provide an exit opportunity to such
dissenting shareholders may deter the Promoters from agreeing to the variation of the proposed utilisation of the Net
Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the Promoters of
our Company will have adequate resources at their disposal at all times to enable them to provide an exit opportunity at
the price prescribed by SEBI. In light of these factors, we may not be able to undertake variation of objects of the Offer
to use any unutilized proceeds of the Offer, if any, or vary the terms of any contract referred to in this Draft Red Herring
Prospectus, even if such variation is in the interest of our Company. This may restrict our Company’s ability to respond
to any change in our business or financial condition by re-deploying the unutilised portion of Net Proceeds, if any, or
varying the terms of contract, which may adversely affect our business and results of operations.
Thus, we may not be able to utilise the proceeds from the Fresh Issue in this Offer in the manner set out in this Draft Red
Herring Prospectus in a timely manner or at all. As a consequence of any increased expenditure, the actual deployment
of funds may be higher than estimated. There is no assurance that the deployment of the Net Proceeds in the manner
intended by us will result in any increase in the value of your investment. In terms of the provisions of the SEBI ICDR
Regulations, our Company will appoint Monitoring Agency prior to the filing of the Red Herring Prospectus, for
monitoring the utilization of the Gross Proceeds however, the proposed utilization of Fresh Issue proceeds is based on
our current business plan, management estimates, prevailing market conditions and other commercial considerations,
which are subject to change and may not be within the control of our management.
5. We operate certain CO₂ recovery units under asset-light or operational arrangements where we do not own the
underlying assets, which may limit our operational control.
30We are an integrated CCU and industrial gas solutions company engaged in the manufacture, recovery, supply and
distribution of CO2 and dry ice. Our business model is dependent on the recovery of CO from distilleries on whose
2
premises we install and operate our CRUs Certain of our CRUs are operated under asset-light or operational arrangements
pursuant to which the underlying plant assets are owned by the respective distilleries. Under such arrangements, while
we are responsible for the operation and maintenance of the CRUs and the processing and sale of CO₂, we do not own
the underlying plant infrastructure or equipment. As a result, our operational control over such facilities may be limited
compared to units owned and operated by us under the build-own-operate (BOO) model. As on the date of this Draft Red
Herring Prospectus, we operate a total of 17 CRUs across India, of which 9 units are operated under the BOO model and
8 units are operated under an asset-light model. Of these 17 CRUs, 14 units are operated by our Company, while 3 units
are operated by PFPL. Set forth below are the details of the revenue generated from the sale of CO2 manufactured under
our CRUs operated under a BOO model and the CRUs operated under an asset-light model:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
As a As a As a As a
Particulars percentage percentage percentage percentage
of revenue of revenue of revenue of revenue
Amount Amount Amount Amount
from from from from
operations operations operations operations
(%) (%) (%) (%)
Sale of CO2
generated from
CRUs 3,641.24 13.03 7,635.45 15.64 6,205.52 45.45 5,978.29 54.16
operating on a
BOO model
Sale of CO2
generated from
CRUs
1,909.01 6.83 3,723.45 7.63 3,356.21 24.58 3,251.99 29.46
operating on
an asset-light
model
Total 5,550.25 19.86 11,358.90 23.27 9,561.73 70.03 9,230.28 83.62
^ Not annualised.
Our ability to operate such CRUs is dependent on the continued cooperation of the respective counterparties and the
terms of the applicable operational agreements. Since the underlying assets are not owned by us, we may have limited
ability to undertake capital improvements, capacity expansions or technological upgrades at such facilities without the
consent of the asset owners. Any such limitations may affect our ability to optimise plant performance or respond to
changes in demand. Additionally, any restrictions imposed by such counterparties on access to the facilities, operational
parameters, maintenance activities or production schedules may affect the efficiency or utilisation of such units. Further,
any termination, non-renewal or modification of such arrangements may require us to discontinue operations at such
facilities or renegotiate terms that may not be commercially favourable to us. While there has been no instance during
the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023 of termination, non-renewal or
material adverse modification of the operational arrangements under which certain CO₂ recovery units are operated by
us but owned by third parties, there can be no assurance that such arrangements will not be terminated, modified or
otherwise disrupted in the future.
6. Certain of our arrangements with distilleries include minimum guaranteed offtake obligations and are subject to long-
term operational arrangements that may be terminated or not renewed, which may adversely affect our operations
and financial condition.
We operate certain of our CRUs pursuant to long-term operational arrangements with distilleries and industrial facilities
from which we source CO₂ as a by-product of their manufacturing processes. Under these arrangements, we are subject
to annual minimum guaranteed offtake (“AMGOT”) obligations, pursuant to which we are required to lift or pay for a
specified minimum quantity of CO₂ or related products. For the six months period ended September 30, 2025 and Fiscals
2025, 2024 and 2023, we were required to supply 1,34,580 MT, 1,29,580 MT,1,11,580 MT and 90,580 MT of CO under
2
our AMGOT obligations pursuant to such long-term agreements. While there has been no instance during the six months
period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023, where our Company has incurred any material
31payment obligation or losses on account of failure to meet such minimum guaranteed offtake obligations, there can be no
assurance that we will always be able to meet such obligations in the future, which may require us to make payments or
incur losses and could adversely affect our business, financial condition and results of operations.
Further, our ability to continue operating such CRUs is dependent on the continuation of our contractual arrangements
with the respective distilleries. These arrangements are subject to our continued compliance with contractual obligations,
including meeting minimum offtake requirements, adherence to operational standards, timely payments, and other
conditions specified under the agreements, and any failure to comply with such obligations may result in suspension,
renegotiation or termination of such arrangements. Further, these arrangements are typically entered into for a fixed
tenure and may be subject to termination, non-renewal or renegotiation upon expiry or in certain circumstances as set out
in the applicable agreements. While there has been no instance during the six months period ended September 30, 2025
and in Fiscals 2025, 2024 and 2023 of premature termination or non-renewal of such long-term operational arrangements
with distilleries that has materially affected our operations, there can be no assurance that such arrangements will not be
terminated prematurely or not renewed in the future, which could adversely affect the utilisation of our CO₂ recovery
units and our business, financial condition and results of operations. For further details see “Risk Factors – Reliance on
third-party distilleries and industrial units for sourcing CO₂, which is our primary raw material, may adversely affect
our operations and financial performance. Additionally, our Company does not own dedicated CO₂ manufacturing
facilities and relies on CO₂ recovery plants installed on leased premises of third parties, which exposes us to risks
associated with such arrangements” on page 28.
7. We are subject to risks associated with our products, manufacturing processes and distribution network, owing to the
hazardous nature of industrial CO . Failure to manage these operational risks may adversely affect our business,
2
results of operations, cash flows and financial condition.
Our manufacturing processes involve manufacturing, storage and transportation of industrial gases, which are subject to
inherent risks.
Product risk
Liquid CO₂ and dry ice, due to their cryogenic nature and physical properties, may pose certain risks during handling,
storage and use. Liquid CO₂ is stored under high pressure and low temperatures, and any leakage or improper handling
may lead to rapid gas expansion, which may cause asphyxiation in confined spaces. Dry ice, being solid CO₂ at extremely
low temperatures, may cause cold burns upon direct contact and may also result in pressure build-up if stored in sealed
or inadequately ventilated containers. (Source: Dun & Bradstreet Report). While we have not experienced industrial
accidents in the six months period ended September 30, 2025 and the three preceding Fiscals, we cannot assure you that
our facilities, employees and environment will not be adversely impacted by these gases and their storage, or any
accidents involving them.
Process risk
Raw CO₂ generated as a by-product of fermentation at distilleries is captured and passed through a series of purification
stages, including foam removal, multi-stage compression, scrubbing, filtration and drying, to remove impurities and
moisture. The purified gas is then liquefied using refrigeration systems, stored in cryogenic vessels, and either supplied
as liquid CO₂ or converted into dry ice depending on customer requirements. The final products are transported to
customers through specialised tankers or insulated containers, ensuring efficient and reliable supply. Our CO₂ recovery
and processing operations involve multiple stages of compression, purification, liquefaction and storage using specialised
machinery and cryogenic systems, which are subject to risks such as equipment failure, pressure build-up, gas leaks, fire
or explosions. These processes require the use of pressurised equipment and refrigeration systems, which must be
designed and operated with appropriate safety mechanisms to mitigate operational hazards (Source: Dun & Bradstreet
Report). Additionally, the handling, storage and transportation of CO₂ and dry ice require compliance with applicable
safety and environmental regulations, and may expose us to risks of accidents or liability in the event of any failure in
safety systems. We have not faced any instances of accidents in any of the facilities in which we operate due to the
manufacturing process during the six months period ended September 30, 2025 and the three preceding Fiscals.]
Distribution risk
We are required to deliver our products to customers through specialised CO transportation tankers. Accordingly, we
2
are subject to risks associated with distribution of such gases such as possibility for leakages and ruptures from containers,
explosions, and the discharge or release of toxic or hazardous substances, which in turn may cause personal injury,
property damage, destruction of inventory of finished goods and environmental contamination. Also see "- Our
operations rely on logistics infrastructure for the transportation of CO₂ and ethanol, and any disruption in such logistics
operations may adversely affect our ability to supply products to our customers" on page 33.
32Any industrial accident, shutdown of the facilities in which we operate or any environmental damage caused by our
operations could subject us to fines and penalties, increase the regulatory scrutiny on us and result in enhanced compliance
requirements and increase our expenses. For instance, two compensation claims aggregating to ₹70.00 lakhs (excluding
interest) have been filed against our Subsidiary, Punjab Fusion Private limited, under the Workmen Compensation Act,
1923 in relation to fatalities arising from a road accident during the course of employment, and such matters are currently
pending adjudication. For further details, see and “- Our operations are subject to manufacturing risk and causing fatal
injury to personnel including death and destruction of property and consequent imposition of civil and criminal penalties”
and “Outstanding Litigation and Material Developments” on pages 61 and 448, respectively. While we hold third-party
liability insurance policies, especially in relation to the transportation of liquid CO , we may be subject to significant
2
health and safety risks and hazards in the operation of our facilities, and the occurrence of any accidents could affect our
reputation, business, results of operations, cash flows and financial condition.
8. Our operations rely on logistics infrastructure for the transportation of CO₂ and ethanol, and any disruption in such
logistics operations may adversely affect our ability to supply products to our customers.
The transportation of CO₂ forms an integral part of our business operations, as liquid CO₂ and dry ice are transported
from our CO₂ recovery units to customers through specialised CO₂ transportation tankers. Our logistics network is
supported by a self-owned fleet of more than 50 CO₂ transportation tankers, as at September 30, 2025, which enables us
to transport liquid CO₂ across multiple regions in India and maintain continuity of supply to our customers. However, the
transportation of CO₂ requires specialised containers and handling systems, and any disruption in the operations of our
tanker fleet, including due to accidents, breakdowns, fuel shortages, regulatory restrictions, unavailability of drivers, or
other logistical challenges, may affect our ability to transport CO₂ to customers in a timely manner and may adversely
affect our business, financial condition and results of operations. Set forth below is the cost of our transportation charges
in terms of our cost of total expenses, for the six months period ended September 30, 2025 and the last three Fiscals:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars
Amount % of total Amount % of total Amount % of total Amount % of total
(₹ in other (₹ in other (₹ in other (₹ in other
lakhs) expenses lakhs) expenses lakhs) expenses lakhs) expenses
Transportation 764.98 18.24 1,556.68 20.84 1,276.73 30.35 1,377.44 34.47
costs*
* Include carrying charges comprising of fuel costs and toll charges, but does not include expenses incurred in the maintenance and
repairs of storage and transportation tankers.
Further, unlike our CO₂ transportation operations, the transportation of ethanol produced at the Ethanol Distillery of our
Subsidiary, Pancarbo Greenfuels Private Limited, is currently undertaken through third-party fleet operators with whom
we have entered into service arrangements. Accordingly, our ethanol supply chain is dependent on the performance and
reliability of such third-party logistics service providers. Any disruption in the services provided by such operators,
including delays, non-availability of vehicles, contractual disputes, or failure to comply with applicable regulatory or
safety requirements, may affect our ability to deliver ethanol to our customers in accordance with the terms of the
applicable supply arrangements.
While there has been no instance during the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and
2023 where disruptions in our logistics operations, including those relating to our CO₂ tanker fleet or third-party
transportation arrangements for ethanol, have materially affected our ability to supply products to our customers, there
can be no assurance that such disruptions will not occur in the future, which could adversely affect our business, financial
condition and results of operations. Additionally, while we have obtained insurance coverage for our CO₂ transportation
tankers against operational and transit-related risks, such insurance may not be adequate to cover all losses or liabilities
that may arise, and there can be no assurance that all claims, if any, will be successfully settled. During the six months
period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023, our Company has raised 19 claims of insurance,
aggregating to a claim amount of ₹ 41.25 lakhs, for accidental damages to our CO2 transportation tankers, of which we
have received ₹ 27.44 lakhs as claim disbursements. Any such claims in the future, if not accepted, could have an adverse
impact on our business and result of operations.
9. There is a concentration of our sales in North India. Our sales in North India contributed to 77.09%, 80.87%, 59.37%
and 51.52% of our total sales during the six months period ended September 30, 2025 and the Fiscal 2025, Fiscal
2024, and Fiscal 2023, respectively. This regional concentration could expose our Company to economic, cultural,
geopolitical and local market risks.
33While we have established presence across North, South, West and Central India and have also expanded our operations
to certain countries outside India, the sale of our products and/or services has been concentrated in North India. Therefore,
we are significantly dependent on the general economic conditions and activities in North Indian states. Set out is a
geographic break-up of our sales during the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024,
and Fiscal 2023:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Sale of product/services from India
North India(1) 21,538.77 77.09 39,480.11 80.87 8,106.27 59.37 5,686.54 51.52
South India(2) 1,712.18 6.13 4,211.19 8.63 2,405.02 17.62 2,575.03 23.33
West India(3) 4,487.29 16.06 4,376.00 8.96 2,094.29 15.34 1,675.46 15.18
East India(4) 59.19 0.21 234.81 0.48 411.33 3.01 411.10 3.72
Central India(5) 142.09 0.51 418.40 0.86 389.86 2.86 389.35 3.53
Total (A) 27,939.52 100.00 48,720.51 99.80 13,406.77 98.20 10,737.48 97.28
Sale of product/services outside India
Sri Lanka - - 97.06 0.20 233.23 1.71 - -
Nepal - - (0.18) (0.00) 12.86 0.09 16.43 0.15
Zambia - - - - - - 245.33 2.22
Morocco - - - - - - 38.54 0.35
Total (B) - - 96.87 0.20 246.09 1.80 300.30 2.72
Grand Total
27,939.52 100.00 48,817.39 100.00 13,652.86 100.00 11,037.78 100.00
(A+B)
^Not Annualised
Notes:
(1) North India States and UTs consists of Rajasthan, Punjab, Haryana, Uttar Pradesh, Delhi (UT), Jammu & Kashmir (UT),
Himachal Pradesh, Chandigarh (UT) and Uttarakhand;
(2) South India States and UTs consists of Andhra Pradesh, Karnataka, Telangana and Tamil Nadu;
(3) West India States and UTs consists of Gujarat, Maharashtra, Goa and Dadra & Nagar Haveli and Daman & Diu (UT);
(4) East India States and UTs consists of West Bengal, Odisha, Bihar and Assam; and
Central India States and UTs consists of Madhya Pradesh and Chhattisgarh.
Additionally, the following table provides the geographical break up of the number of CRUs installed by us, along with
the aggregate installed capacity, as at the six months period ended September 30, 2025, and as at the end of Fiscal 2025,
Fiscal 2024 and Fiscal 2023:
For the Six months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025^
Particulars
Number Installed Number Installed Number Installed Number Installed
of CRUs capacity of CRUs capacity of CRUs capacity of CRUs capacity
installed (in MT) installed (in MT) installed (in MT) installed (in MT)
North India 8 80,550 8 1,46,420 7 1,27,100 6 1,07,100
West India 4 30,630 4 69,900 4 48,300 3 45,900
South India 4 22,450 2 36,000 2 36,000 2 36,000
Central India 1 3,600 1 7,200 1 7,200 1 7,200
Total 17 1,37,230 15 2,59,520 14 2,18,600 12 1,96,200
^Not Annualised
Loss of all or a substantial portion of sales to any of our customers from any of these North Indian states, for any reason
(including due to any material adverse social, political or economic development, civil disruptions, or changes in the
policies of the state government or local government) could have an adverse effect on our business results of operations,
34financial conditions, cash flows and future business prospects. Furthermore, our sales may be adversely impacted by the
occurrence of natural disasters or other calamities in such states, including, but not limited to, floods, earthquakes, or
landslides. While there has been no such instances during the six months period ended September 30, 2025, and Fiscal
2025, Fiscal 2024, and Fiscal 2023 where there has been an adverse impact on the financial condition of our Company
due to any geographical disruption, we cannot assure you that such an event will not occur in the future or upon occurrence
of such an event, our Company will be able to successfully venture into other geographies to mitigate the loss.
10. We have sought exemption from disclosing a certain individual as part of the ‘promoter group’ of our Company.
There is no guarantee that SEBI will grant such exemption in a timely manner or at all.
In connection with the Offer, our Company is required to identify persons and entities, in accordance with the
requirements of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as members of the ‘promoter group’ of the Company.
In terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, Surinder Pal Singh Kohli (“Related Individual”), the
brother of our Promoters Amrit Paul Singh Kohli and Davinder Singh Kohli and the brother of the spouse of our
Promoters Inder Pal Kaur Kohli and Jatinder Kaur Kohli, qualified to form a member of the Promoter Group of our
Company. Additionally, (i) any body corporate in which 20% or more of the equity share capital is held by Mr. Surinder
Pal Singh Kohli, or a firm or Hindu Undivided Family (“HUF”) in which Surinder Pal Singh Kohli may be a member; or
(ii) any body corporate in which any body corporate mentioned under clause (i) above holds 20% or more of the equity
share capital; or (iii) any HUF or firm in which the aggregate shareholding of Surinder Pal Singh Kohli, is equal to or
more than 20% of the equity share capital (“Connected Entities”) also form part of the Promoter Group of our Company,
in accordance with the SEBI ICDR Regulations.
In this regard, our Company has filed an exemption application dated January 30, 2026 under Regulation 300 (1)(c) of
the SEBI ICDR Regulations requesting for relaxation of the strict enforcement of the provisions of the SEBI ICDR
Regulations with respect to identifying and disclosing the Related Individual and the Connected Entities as members of
Promoter Group, and from disclosing information and confirmations in relation to such Related Individual and Connected
Entities (“Exemption Application”). As on the date of this Draft Red Herring Prospectus, the Exemption Application is
yet to be acceded by SEBI. Thereafter, our Company and the Book Running Lead Manager have received email queries
from SEBI dated February 26, 2026 and March 20, 2026 in relation to the Exemption Application, and the responses in
relation thereto have been duly submitted to SEBI on March 5, 2026 and March 25, 2026, respectively.
In the event that the Exemption Application is not acceded to by SEBI, our Company will be required to disclose the
Related Individual, and the Connected Entities, as applicable, as a part of the ‘promoter group’ and the requisite
disclosures would be required to be included in the Red Herring Prospectus. There can be no assurance that the Related
Individual and the Connected Entities, as applicable, will provide (i) their consent for including their names as part of the
‘promoter group’; and (ii) necessary information/ confirmations required on behalf of members of ‘promoter group’ under
the SEBI ICDR Regulations for inclusion in the Red Herring Prospectus.
11. A significant portion of our revenue from operations is derived from the ethanol manufacturing operations of one of
our subsidiaries, Pancarbo Greenfuels Private Limited (“PGPL”), in which we do not hold 100% shareholding.
During the six months period ended September 30, 2025 and the last three Fiscals, our revenue from operations our
ethanol manufacturing operations constituted 67.17%, 62.54%, 10.91%, and 0.00% of our total revenue from
operations, respectively.
In 2022, our Company diversified into the ethanol manufacturing sector through its Subsidiary, PGPL, by establishing a
150 KLPD grain-based ethanol manufacturing facility at Village Lehri, Punjab (“Ethanol Distillery”). A significant and
increasing portion of our consolidated revenue from operations is derived from the ethanol manufacturing operations of
PGPL. During the six months period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, our revenue from
operations from oil marketing companies constituted 67.17%, 62.54%, 10.91% and 0.00%, respectively, reflecting the
growing contribution of PGPL to our overall business.
Set forth below are the details of the revenue generated from the sale of ethanol in terms of our total revenue from
operations (on a consolidated basis):
35Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023*
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Sale of Ethanol 18,765.51 67.17 30,528.99 62.54 1,489.48 10.91 - -
^Not Annualised
* PGPL commenced its ethanol manufacturing operations in Fiscal 2024. Accordingly, no revenue from operations was generated by
PGPL in Fiscal 2023.
Accordingly, our financial performance is significantly dependent on the performance of PGPL, including its ability to
operate efficiently, maintain production levels, comply with applicable regulatory requirements, and sustain its
contractual arrangements with oil marketing companies under the Ethanol Blended Petrol (“EBP”) Programme. Any
disruption in PGPL’s operations, including due to regulatory changes, operational challenges, supply chain constraints
or changes in government policies, may adversely affect our consolidated revenues and profitability. Also see “- All of
the ethanol produced by our Subsidiary, PGPL, is currently supplied to public sector oil marketing companies (“OMCs”)
pursuant to long-term off-take arrangements entered into under the Ethanol Blended Petrol (EBP) Programme. Our
performance could be adversely affected if we are unable to secure or perform under such agreements” on page 36 below
Further, our shareholding in PGPL, directly and through our wholly-owned Subsidiary, Punjab Fusion Private Limited,
amounts to 65.01% of its total shareholding, with the remaining shareholding held by our Promoters. As we do not hold
100% shareholding in PGPL, we may be subject to risks associated with joint shareholder interests, including potential
differences in strategic or operational decisions. There can be no assurance that PGPL will continue to perform in line
with its historical growth trajectory or that its contribution to our revenue will be sustained. Any adverse developments
in PGPL’s business or its relationships with oil marketing companies may have a material adverse effect on our business,
financial condition and results of operations.
12. Our Subsidiary, PGPL, has incurred losses during its initial years of operations, and while it has been profitable in
the recent financial periods, there can be no assurance that it will sustain such profitability.
Our Subsidiary, PGPL, commenced its ethanol manufacturing operations in March, 2024, and in its initial years of
operations, incurred losses in its operations. Set forth below are the details of the profit / loss as a result of its operations,
for the six months period ended September 30, 2025 and the last three Fiscals:
Six months period
Particulars ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Profit/(loss) for the year 2,180.33 793.14 (317.18) (30.95)
These losses have been incurred due to factors such as stabilisation of operations, initial capital expenditure, ramp-up of
production, and other operational costs associated with commissioning of a new facility. Further, PGPL has entered into
long-term offtake agreement of a period of 10 years with certain leading OMCs, dated January 11, 2022, under the
Ethanol Blended Petrol Programme instituted by the Government of India, which has contributed to improved revenue
visibility pursuant to the minimum offtake provisions of such agreement.
However, the profitability of PGPL is subject to various risks, including its ability to maintain optimal capacity utilisation,
manage input costs, comply with applicable regulatory requirements, and continue to perform under its contractual
arrangements with OMCs. Further, such offtake arrangements are subject to the requirements, policies and operational
considerations of the OMCs and the Government of India, and may not guarantee sustained profitability. There can be
no assurance that PGPL will continue to generate profits in the future or that its financial performance will remain stable.
Any decline in the performance or profitability of PGPL may adversely affect our consolidated business, financial
condition and results of operations.
13. All of the ethanol produced by our Subsidiary, PGPL, is currently supplied to public sector oil marketing companies
(“OMCs”) pursuant to long-term off-take arrangements entered into under the Ethanol Blended Petrol (EBP)
Programme. Our performance could be adversely affected if we are unable to secure or perform under such
agreements.
36For the distribution of ethanol produced in the Ethanol Distillery, PGPL has entered into long-term offtake agreement of
a period of 10 years with certain leading OMCs, dated January 11, 2022 (“Ethanol Offtake Agreement”), under the
Ethanol Blended Petrol (“EBP”) Programme instituted by the Government of India. All of the ethanol produced by PGPL
is currently supplied to these OMCs pursuant to the Ethanol Offtake Agreement. In terms of the Ethanol Offtake
Agreement, the OMCs have agreed, on a best endeavour basis, to jointly an annual offtake quantity of 429 lakh litres of
ethanol from our PGPL.
PGPL may be subject to further compliance requirement in terms of the EBP Programme including obtaining additional
approvals. Any non-compliance of such requirement, including any delay in obtaining approvals or any procedural delay
could have an impact on the business operations and financial stability. Further, any change or delays in implementation
of policies under EBP Programme may adversely affect the demand for ethanol under the EBP Programme.
The Ethanol Offtake Agreement pursuant to which ethanol and ethanol products of PGPL are sold to these OMCs, are
governed by certain conditions in relation to technical knowledge and expertise which are typically, not subject to
negotiations which limits our operational flexibility. The contractual terms may present risks to our business, including:
• lack of recourse to our OMC customers in case of defects in our products;
• following the procedures laid down by OMC;
• mandatory performance guarantees and penalties for delays or non-performance;
• post-completion liability for product performance; and
• the right of the OMC customer to terminate our contracts for convenience at any time without giving any prior notice
in case of non-performance by our Company.
As a result, PGPL is exposed to financial, and operational risks. Further, we compete with various larger companies to
procure these agreements. Accordingly, our business operations are dependent on our ability to successfully satisfy the
terms of these agreements. Also, our production and pricing of ethanol for the EBP Programme are subject to the policies,
notifications and incentives provided by the Government of India, from time to time. Failure to maintain historic levels
of business with the OMCs will significantly impact our business.
Failure to fulfil our contractual obligations in a timely manner or at all may lead to termination of the agreements by our
OMC customers. Such termination may impact our reputation and have an adverse effect on our business. While there
have been no instances during the six months period ended September 30, 2025 and the last three Fiscals where our OMC
customers have terminated such arrangements, we cannot assure that such termination will not occur in the future.
Further, uncertainties in the operating environment may also lead to disruptions in the business operations of PGPL. Its
historical stability and compliance with contractual terms does not guarantee future performance. Its inability to
successfully secure, execute and perform our obligations under these long term off-take agreements may adversely impact
our cash flows, business, results of operation and financial conditions.
14. Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded manufacturing
capacities could have an adverse effect on our business, results of operations, cash flows and financial condition.
As on the date of this Draft Red Herring Prospectus, we operate 17 CRUs for our CCU operations, of which nine (9)
units are operated under the Build-Own-Operate (BOO) model, wherein the CRUs are built, owned and operated by our
Company, with full capital expenditure and operational responsibility assumed by us, and eight (8) units are operated
under an asset-light model, wherein CRUs are installed, operated and maintained by our Company without ownership of
the underlying assets. Additionally, 14 of these 17 CRUs are operated by our Company, while the remaining 3 units are
operated by PFPL.
Set forth below are the details of our capacity utilisation, as at and for the six months period ended September 30, 2025
and the last three Fiscals:
37For the six
months period
Particulars ended For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
September 30,
2025
Installed Capacity (in MTPA) 1,37,230 2,59,520 2,18,600 1,96,200
Actual Utilisation (in MTPA) 85,881 1,58,746 1,51,213 1,50,421
Capacity Utilisation (in %) 62.58 61.17 69.17 76.67
The under-utilization, as evidenced in the table above, has been attributable, inter alia, to (i) staggered commissioning of
new CRUs, including certain facilities which operated for only part of the relevant periods and on a proportionate capacity
basis; (ii) temporary shutdowns or lower operating levels of dependent distilleries at certain locations, resulting in reduced
input availability and lower utilisation; (iii) expansion or modification activities at dependent distilleries, impacting
operational continuity; and (iv) capacity enhancements during the year, where increased installed capacity was available
only for part of the year, thereby affecting overall utilisation levels. In certain cases, newly commissioned facilities also
experienced initial stabilization downtime post-commencement of operations.
Our ability to maintain our profitability depends on our ability to maintain high levels of capacity utilization and there is
no assurance that our capacities will be adequately utilized. Capacity utilization is affected by our ability to accurately
forecast customer demand, to carry out uninterrupted operations, the availability of raw materials, and industry/ market
conditions. In the event there is a decline in the demand for our offerings, or if we face prolonged disruptions at our
facility including due to interruptions in the supply of water, electricity or as a result of labour unrest, or are unable to
procure sufficient raw materials, we would not be able to achieve full capacity utilization of our current manufacturing
facility, resulting in operational inefficiencies which could have a material adverse effect on our business and financial
condition. Under-utilization of our manufacturing capacities over extended periods, or significant under-utilization in the
short term, or an inability to fully realize the benefits of our recently implemented capacity expansion, could materially
and adversely impact our business, growth prospects and future financial performance.
15. Information relating to the installed and actual manufacturing capacity of our units included in this Draft Red
Herring Prospectus are based on various assumptions and estimates. These assumptions and estimates may prove to
be inaccurate and our future production and capacity may vary.
We are an integrated CCU and industrial gas solutions company engaged in the manufacture, recovery, supply and
distribution of CO and dry ice. Information relating to the installed and actual manufacturing capacity of our units
2
included in this Draft Red Herring Prospectus are based on various assumptions and estimates of our management
including expected operations, availability of raw materials, expected unit utilization levels, downtime resulting from
scheduled maintenance activities, downtime resulting from change in stock keeping units for a particular product,
unscheduled breakdowns, as well as expected operational efficiencies. Assumptions and estimates taken into account for
measuring installed and actual capacities include expected operations, availability of raw materials, expected unit
utilization levels, downtime resulting from scheduled maintenance activities, downtime resulting from change in stock
keeping units for a particular product, unscheduled breakdowns, as well as expected operational efficiencies working 300
days in a year, with the plant operating for 24 hours on each such day.
While we have obtained a certificate dated March 31, 2026 from G. S. Associates, independent chartered engineer in
relation to such installed and actual manufacturing capacity of our units, future capacity utilisation may vary significantly
from the estimated production capacities of our units and historical capacity utilisation. For further information, see “Our
Business–Capacity and Capacity Utilisation” on page 269. Further, the installed capacity and actual capacity utilisation
and other related information may not be computed on the basis of any standard methodology that is applicable across
the industry and therefore may not be comparable to capacity information that may be computed and presented by other
comparable companies in the industry in which we operate.
16. We have not yet placed orders in relation to the capital expenditure to be incurred which we intend to fund through a
portion of our Net Proceeds. In the event of any delay in placing the orders, or in the event the vendors are not able
to provide the equipment in a timely manner, or at all, may result in time and cost over-runs and our business,
prospects and results of operations may be adversely affected.
Our Company is planning to undertake capital expenditure requirements of our Company towards, inter alia, purchase of
CO2 transportation vehicles and mobile storage tankers, the setting up of the proposed CRUs within distilleries at Nellore,
Andhra Pradesh and Peddapuram, Andhra Pradesh (“Proposed CRUs”), respectively, and the expansion of the Ethanol
38Distillery owned and operated by PGPL at Village Lehri, Punjab, through the Net Proceeds. For further details, see
“Objects of the Offer” on page 136.
While we have procured quotations from various vendors in relation to the proposed capital expenditure, we do not have
any firm arrangements for any of them. For details, see “Objects of the Offer” on page 136. Such quotations are valid for
a certain period of time and may be subject to revisions, and other commercial and technical factors. We cannot assure
you that we will be able to undertake such capital expenditure within the cost indicated by such quotations or that there
will not be cost escalations. In the event of any delay in placing the orders, or an escalation in the cost of acquisition of
the equipment or in the event the vendors are not able to provide the equipment in a timely manner, or at all, we may
encounter time and cost overruns for our proposed capital expenditure. We have estimated the total cost of purchase of
CO2 transportation tankers and mobile tankers as ₹ 1,115.25 lakhs (excluding taxes), for the civil and structural work
and the purchase of plant and machinery for the setting up of the Proposed CRUs as ₹1,966.27 lakhs (excluding taxes),
and for the proposed expansion of the Ethanol Distillery as ₹ 4,792.42 lakhs (excluding taxes). Dun & Bradstreet has
been appointed for assessment of cost and its reasonableness dated March 30, 2026 (“D&B Cost Vetting Report”). The
amount of investment has been determined based on the D&B Cost Vetting Report and supported by quotations from
various vendors, suppliers and contractors for arriving at the cost, which are valid as on the date of this Draft Red Herring
Prospectus. For further information including details regarding quotations obtained from vendors for the purchase of
equipment, see “Objects of the Offer” on page 136. We cannot assure you that we will be able to place orders for such
equipment, in a timely manner or at all.
Further, the costs of such equipment may escalate or vary based on external factors which may not be in our control. If
our actual expenses on equipment significantly exceed our estimates, or there is a delay in the delivery of such equipment,
we may not be able to achieve the intended economic benefits, which in turn may adversely affect our results of
operations, financial condition, cash flows, and prospects. We may not be able to install and duly utilise the equipment
to be purchased from the Net Proceeds due to factors beyond our control such as labour shortages, inadequate
performance of the equipment, defects in design or construction, the possibility of unanticipated future regulatory
restrictions, taxes and duties, delays in receiving or non-receipt of governmental, statutory and other regulatory approvals
as we apply for them at various stages of the expansion, environment costs and other external factors. In the event of any
delay in the placement of such orders and/or delivery of such equipment, the proposed schedule of implementation of our
proposed expansion and deployment of the Net Proceeds may be extended or may vary accordingly, which could have
an adverse impact on our growth, prospects, cash flows, results of operations and financial condition.
17. A portion of the Net Proceeds is proposed to be utilized for repayment or pre-payment of certain outstanding
borrowings availed by our Company, including payment of accrued interest thereon.
We have entered into certain financing arrangements with banks and financial institutions for term loans and working
capital facilities to fund its expansion activities and operational requirements. As of December 31, 2025, our total
outstanding borrowings amounted to ₹ 15,804.81 lakhs. We intend to utilize an amount of ₹ 850.00 lakhs from the Net
Proceeds in order to repay/ prepay, in full or in part, certain or all of the borrowings availed by us. For further details, see
“Objects of the Offer” on page 136.
The following table sets forth details of certain borrowings availed by our Company, which are outstanding as on
December 31, 2025 out of which our Company may repay/prepay, all or a portion of, any or all of the borrowings, from
the Net Proceeds:
Amount
Amount
outstanding
Date of Original sanctioned as Purpose of
Sr Name of Nature of as at
original date of at December raising the
No Lender Borrowing December 31,
Sanction disbursement 31, 2025 Loans
2025
(in ₹ lakhs)
(in ₹ lakhs)
1. HDFC Bank Cash Credit April 24, May 23, 2019 900.00 881.01 Working
Limited facility 2019 capital
Total 900.00 881.01
In compliance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, the Statutory Auditors
pursuant to their certificate dated March 31, 2026, have certified the utilization of the above-mentioned borrowings for
the purposes for which such borrowings were availed.
39The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will be based
on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any conditions attached to
the borrowings restricting our ability to prepay / repay the borrowings and time taken to fulfil, or obtain waivers for
fulfilment of such conditions, (iii) terms and conditions of consents and waivers, (iv) levy of any prepayment penalties
and the quantum thereof, (v) provisions of any laws, rules and regulations governing such borrowings, and (vi) other
commercial considerations including, among others, the amount of the loan outstanding and the remaining tenor of the
loan. For further details, see “Objects of the Offer” on page 136. Prospective investors in the Offer will need to rely upon
our management’s judgment with respect to the use of proceeds. If we are unable to deploy the Net Proceeds in a timely
or an efficient manner, it may affect our business, cash flows, financial condition and results of operations Also see “-
The objects of the Offer for which funds are being raised have not been appraised by any bank or financial institution
and are based on management estimates. Any revision in the estimates may require us to reschedule our expenditure and
may have a bearing on our expected revenues and earnings. Further, if there are any delays or cost overruns, our
business, financial condition and results of operations may be adversely affected” on page 69.
18. We propose to utilise a portion of the Net Proceeds for, inter alia, the expansion of the Ethanol Distillery located at
Village Lehri, Punjab, owned and operated by one of our Subsidiaries, and the setting up of two CRUs within
distilleries at Nellore, Andhra Pradesh and Peddapuram, Andhra Pradesh. The funding for these facilities and
expansion is based on costs derived from the D&B Cost Vetting Report and quotations received from third-party
vendors and is subject to receipt of various approvals from regulatory authorities. Inadequate assumptions and
estimates or failure to obtain the required approvals may have an adverse effect on our business operations.
We propose to utilise a portion of the Net Proceeds of this Offer towards inter alia the brownfield expansion of the
Ethanol Distillery owned and operated by our Subsidiary, PGPL, by an additional 35 KLPD, increasing the aggregate
installed capacity of the distillery from 150 KLPD to 185 KLPD and the setting up of two CRUs within distilleries at
Nellore, Andhra Pradesh and Peddapuram, Andhra Pradesh, respectively. For further details, see “Objects of the Offer”
on page 136. These facilities and expansion involve significant capital expenditure and are subject to various risks
associated with project implementation including delays in obtaining regulatory approvals, challenges in land use or site
readiness, delays in procurement and installation of plant and machinery, availability of skilled manpower, and
coordination with third-party contractors and service providers. The total estimated cost for the proposed expansion is ₹
4,792.42 lakhs (including taxes), of which ₹ 4,061.37 lakhs is proposed to be funded from the Net Proceeds, and the total
estimated cost for the setting up of the CRUs is ₹ 2,320.21 lakhs (including taxes), of which ₹ 1,966.27 lakhs is proposed
to be funded from the Net Proceeds. The amounts of investments has been determined based on the D&B Cost Vetting
Report and supported by quotations from various vendors, suppliers and contractors for arriving at the cost, which are
valid as on the date of this Draft Red Herring Prospectus. For further details, see “Objects of the Offer” on page 136.
Such expansion may be subject to cost overruns due to increases in input costs, changes in project scope, or unforeseen
technical or operational challenges. Any delay in the implementation or commissioning of such projects may result in
time and cost overruns and may defer the expected benefits from such expansion. Additionally, while all requisite
approvals have been obtained for the expansion of the Ethanol Distillery, certain approvals required for the setting up of
the two proposed CRUs are proposed to be applied for post-commissioning of such CRUs. There can be no assurance
that the requisite approvals will be obtained in a timely manner or at all, and any delay in, or failure to obtain, such
approvals may result in variations in the schedule of deployment. Also see “- Any variation in the utilization of the Net
Proceeds would be subject to certain compliance requirements, including prior shareholders’ approval” on page 30
above.
The proposed investment of a portion of the Net Proceeds by our Company into PGPL towards expansion of the Ethanol
Distillery, shall be in the form of investment in either equity or debt instruments or both, or in any other manner as may
be mutually agreed between our Company and PGPL, in accordance with applicable law. The actual mode of such
deployment has not been finalised as on the date of this Draft Red Herring Prospectus. Our Company will remain
interested in PGPL to the extent of our shareholding, or as a lender if funds are deployed in the form of debt.
In addition, the success of the expansion project is dependent on our ability to achieve anticipated capacity utilisation
levels, secure adequate demand for the increased production and operate the expanded facilities efficiently. There can be
no assurance that the expanded capacities will be utilised at expected levels or that such projects will generate the
anticipated returns.
While we have not experienced any material delays or cost overruns in the implementation of our past projects during
the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023, there can be no assurance that
similar issues will not arise in respect of the proposed projects. Any such delays, cost overruns or failure to achieve
expected benefits could adversely affect our business, financial condition and results of operations.
4019. We do not have firm offtake arrangements in place for the additional ethanol to be produced from the proposed
expansion of our ethanol distillery, and any inability to secure customers for such incremental production may
adversely affect our business, financial condition and results of operations.
Our Subsidiary, PGPL, currently supplies all of the ethanol produced at its existing distillery to public sector OMCs
pursuant to long-term offtake arrangements under the Ethanol Blended Petrol (“EBP”) Programme. However, in relation
to the proposed expansion of our ethanol distillery, which is proposed to be funded from the Net Proceeds of this Offer,
we do not currently have binding offtake arrangements or confirmed orders in place for the incremental ethanol to be
produced pursuant to such expansion.
While the OMCs have agreed, on a best endeavours basis, to jointly procure an annual offtake quantity of 429 lakh litres
of ethanol from PGPL, and have further agreed, on a need basis, to procure additional ethanol generated up to an aggregate
capacity of 200 KLPD, such procurement remains contingent upon their requirements, applicable policies and prevailing
operational considerations. In the event that the OMCs are unable or unwilling to procure the entire incremental
production, we may be required to identify and secure alternative customers for the surplus ethanol. There can be no
assurance that we will be able to do so in a timely manner or on commercially favourable terms. While there has been no
instance during the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023 where the OMCs
have failed to procure ethanol from PGPL in accordance with the terms of the Ethanol Offtake Agreement or where PGPL
has been required to identify alternative customers for its ethanol production, there can be no assurance that the OMCs
will continue to procure ethanol in the quantities envisaged or at all in the future. In the event that the OMCs are unable
or unwilling to procure the entire incremental production, we may be required to identify and secure alternative customers
for the surplus ethanol, which may not be possible in a timely manner or on commercially favourable terms, and could
adversely affect our business, financial condition and results of operations.
Any inability to secure adequate demand for the additional ethanol produced, delays in entering into new offtake
arrangements, or sale of such ethanol at lower margins may adversely affect the utilisation levels of our expanded facility,
our revenues and profitability. Further, the absence of firm offtake arrangements for the incremental capacity may
increase our exposure to market risks and demand fluctuations. Consequently, any such developments could adversely
affect our business, financial condition and results of operations.
20. We have incurred negative net cash from our operating, investing and financing activities in the past. Negative net
cash in financing activities and investment activities in the future could have an adverse impact on our growth
prospectus.
We have incurred negative net cash from operating, investing and financing activities on a restated basis as set out below:
(in ₹ lakhs)
For the Six
Months For the For the For the
Period Year ended Year ended Year ended
Particulars
ended March 31, March 31, March 31,
September 2025 2024 2023
30, 2025
Net Cash flow from/(used in) Operating Activities (A) 3,571.36 3,194.14 1,515.96 (567.31)
Net Cash flow from/(used in) Investing Activities (B) (1,325.38) (3,315.55) (10,002.22) (4,953.64)
Net Cash flow from/(used in) Financing Activities (C) (1,814.19) 68.85 8,537.75 5,416.98
Net Increase/(Decrease) in cash & cash equivalents 431.79 (52.56) 51.50 (103.97)
Cash & Cash equivalent at the beginning of the year 68.40 120.96 69.47 173.44
Cash & Cash equivalent at the end of the year 500.19 68.40 120.96 69.47
The negative net cash flow in investing activities is primarily attributable to capital expenditure and investments
undertaken by us, amounting to ₹ 1,325.38 lakhs, ₹ 3,315.55 lakhs, ₹ 10,002.22 lakhs and ₹ 4,953.64 lakhs during the
six months period ended September 30, 2025 and during Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The
negative net cash flow from financing activities during the six months period ended September 30, 2025, amounting to ₹
1,814.19 lakhs, was primarily due to repayment of long-term and short-term borrowings and finance costs.
For further details, see ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ on
page 412.
41While we have generated positive cash flows from operating activities in certain periods, it has also incurred negative
cash flows from operating activities in Fiscal 2023. Further, we have incurred significant negative cash flows from
investing activities and, in certain periods, financing activities. We cannot assure you that such negative net cash flows
will not continue or recur in the future. Any sustained negative cash flows may require us to rely on external financing,
which may not be available on favourable terms or at all, and could adversely impact our business, financial condition,
results of operations and the trading price of the Equity Shares.
21. Our Subsidiary, PGPL, has in the past received and continue to receive certain benefits from government policies and
programmes such as interest subvention claims, in relation to its ethanol manufacturing operations. There can be no
assurance that we will remain eligible for or benefit from such government policies and programmes. Any failure to
remain eligible for or benefit from such policies and programmes, could have an adverse impact on our business,
financial condition, and results of operations.
We undertake our ethanol manufacturing operations through the Ethanol Distillery owned and operated by our
Subsidiary, PGPL.
The Ethanol Distillery has received interest subvention under Government of India’s “Scheme for extending financial
assistance to project proponents for enhancement of ethanol distillation capacity or to set up distilleries for producing 1st
Generation (1G) ethanol” from the Department of Food and Public Distribution (“DFPD”), pursuant to which interest
support is available at 6% per annum or 50% of the applicable interest rate, whichever is lower, for a period of five years
(including a one-year moratorium), on the eligible loan amount being ₹ 12,000 lakhs, subject to compliance with
prescribed conditions.
Further, PGPL has also opted for the concessional tax regime under Section 115BAB of the Income Tax Act, 1961,
pursuant to which its income is subject to tax at an effective rate of 17.16%.
Set out below are details of the government grants we received under the DFPD interest subvention policy in the six
months period ended September 30, 2025, and in Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars Six months period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended September 30,
2025
Amount % of Amount (₹ % of Amount (₹ % of Amount (₹ % of
(₹ lakhs) revenue lakhs) revenue lakhs) revenue lakhs) revenue
from from from from
operations operations operations operations
DFPD 349.81 1.25 524.62 1.07 434.45 3.18 - -
interest
subvention
claims
We cannot assure you that we will be eligible to receive incentives or subsidies in future, or that we will continue to
comply with applicable terms and conditions under the policies and programmes that we presently avail of. Any failure
to remain eligible for or benefit from such policies and programmes, could have an adverse impact on our business,
financial condition, and results of operations. Further, any cancellation or modification of such policies or programmes
may affect our ability to benefit from them further in future. Any default in complying with the terms of relevant policies
may lead to withdrawal of benefits we are entitled to. Any change in governmental policies, or withdrawal of incentives
and benefits that we are entitled to or avail of, could adversely affect the business and results of operations of our
Company.
22. Our business and operations are capital intensive, and we may require significant financing to support our growth
strategies and expansion plans. Any failure to raise additional financing could have an adverse effect on our business,
results of operations, financial condition and cash flows.
We require a substantial amount of capital to build and maintain our manufacturing units, purchase equipment and
machineries, implement new technologies in our new and existing plants and facilitate our expansion plans. The table
below sets forth our capital expenditure towards purchase and lease of property, plant and equipment and intangible
assets (including under development and capital advances) for the periods indicated:
42For the period / Financial year ended on
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Capital expenditure* 1,562.20 1,879.55 14,490.70 326.53
(in ₹ lakhs)
Capital expenditure as 4.95 6.01 50.41 2.25
a % of total assets (in
%)
% of Gross Block (in 5.70 7.27 60.06 3.35
%)
* Capital expenditure means addition in the gross block of Property, plant & equipment, Right-to-use assets and Other intangible
assets during the respective year / period.
Additionally, our Company is also planning to undertake capital expenditure requirements of our Company towards, inter
alia, purchase of CO2 transportation tankers and mobile tankers, the purchase of plants and machinery for the setting up
of the two CRUs within distilleries at Nellore, Andhra Pradesh and Peddapuram, Andhra Pradesh, respectively, and the
expansion of the Ethanol Distillery owned and operated by PGPL at Village Lehri, Punjab, through the Net Proceeds.
For further details, see “Objects of the Offer” on page 136. While our Company has adopted an asset-light model for
certain of its CO₂ recovery units, pursuant to which such units are set up on third-party premises to optimise capital
deployment, we will continue to require significant capital expenditure for our expansion plans, including investments in
plant and machinery, logistics infrastructure and capacity augmentation. Our ability to arrange financing and the costs of
capital of such financing are dependent on numerous factors, including general economic and capital market conditions,
existing terms under our financing agreements, credit availability from banks, investor confidence, the continued success
of our operations and other laws that are conducive to our raising capital in this manner. If we decide to meet our capital
requirements through debt financing, we may be subject to certain restrictive covenants. If we are unable to obtain such
financing in a timely manner, at a reasonable cost and on acceptable terms, we may be forced to delay our expansion
plans, downsize or abandon such plans, which may materially and adversely affect our business, financial condition and
results of operations, as well as future prospects.
23. Our Company has in the past entered into related party transactions and may continue to do so in the future and we
cannot assure you that we could not have achieved more favourable terms if such transactions had not been entered
into with related parties and that such transactions will not have an adverse effect on our financial conditions and
result of operations.
Our Company has engaged in the past, and may engage in the future, in transactions with related parties, inter alia,
including our Promoters, Directors, Subsidiaries, members of our Promoter Group, Key Managerial Personnel, Senior
Management and Group Company, on an arm’s length basis, as certified by the Statutory Auditors, SSP & Company,
Chartered Accountants (Firm Registration Number: 010390N), pursuant to their certificate dated March 31, 2026. Such
transactions include remuneration, advances etc. Further, one of our Subsidiaries, PGPL, has also supplied raw materials
to our Company in the past.
During the six months period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, our Company had
entered into related party transactions, which were in compliance with the applicable provisions of the Companies Act,
2013, applicable accounting standards and other statutory requirements. For details of our related party transactions, see
‘Restated Consolidated Financial Information’ at page 325.
As at and for the As at and for the As at and for the As at and for the
six months period Financial Year Financial Year Financial Year
Particulars
ended September ended March 31, ended March 31, ended March 31,
30, 2025 2025 2024 2023
Sum of all Related Party 1,590.64 3,675.74 2,090.41 2,115.55
Transactions (₹ lakhs)
Revenue from Operations (₹ 27,939.52 48,817.39 13,652.86 11,037.78
lakhs)
Sum of all Related Party 5.69 13.16 7.48 7.57
Transaction as a % of
Revenue from Operations
For complete details of our related party transactions see ‘Restated Consolidated Financial Information – Note 34 – Related Party
Disclosures’ on page 376.
43Our Company also procures raw, unprocessed CO₂ from our Subsidiary, PGPL, which forms part of our related party
transactions, and any disruption or non-performance of such arrangement may adversely affect our business, financial
condition and results of operations. For further details, also see “Our Subsidiaries” on page 295.
While our Company has undertaken all such transactions have been conducted on an arm’s length basis and contain
commercially reasonable terms, we cannot assure you that we could not have achieved more favourable terms had such
transactions been entered into with unrelated parties. Such related party transactions may potentially involve conflicts of
interest which may be detrimental to our Company and which our Company will endeavour to duly address as and when
they may arise. We cannot assure you that such transactions, individually or in the aggregate, will always be in the best
interests of our Company and, or, that it will not have an adverse effect on our business and our results of operations.
24. Our operations are dependent on the continuous availability of essential utilities, including electricity, fuel and water,
and any disruption in such supply or increase in costs may adversely affect our business, financial condition and
results of operations.
Our manufacturing and processing operations are reliant on the uninterrupted supply of essential utilities such as
electricity, fuel and water, which are critical for the functioning of our CO₂ recovery units (“CRUs”) and ethanol
manufacturing facilities. Pursuant to the operational agreements entered into with third-party distilleries for the operation
of our CRUs, such CRUs source essential utilities, including electricity and water, directly from the host facilities at
whose premises they are located. Accordingly, we are dependent on the ability of such third-party distilleries to provide
continuous and adequate supply of such utilities, and we have limited control over the quality, availability or pricing of
such utilities.
In relation to our ethanol manufacturing operations, our Subsidiary, PGPL, operates a captive power plant to meet a
portion of its electricity requirements, while additional power requirements are sourced from a public-sector electricity
provider. Any disruption in captive power generation, including due to breakdown of equipment, fuel shortages or
maintenance issues, or any interruption in supply from external providers, may adversely affect the operations of the
ethanol distillery.
Further, our cost structure is significantly impacted by the cost of materials and utilities. During the six months period
ended September 30, 2025 and Fiscals 2025, 2024 and 2023, our power and fuel expenses constituted a substantial portion
of our total expenses, as set out below:
(in ₹ lakhs, unless otherwise specified)
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars
% of
% of total % of total % of total
Amount total Amount Amount Amount
expense expense expense
expense
Power and 1,711.61 6.80 3,008.66 6.57 1,540.85 12.23 1,316.86 12.89
fuel expense
Any increase in the cost of electricity, fuel or other utilities, whether due to regulatory changes, fluctuations in fuel prices,
supply constraints or other factors, may adversely affect our operating margins. Additionally, any disruption or
curtailment in the supply of such utilities may lead to operational interruptions, reduced capacity utilisation or increased
costs arising from the need to source alternate supplies.
There have been certain instances of disruptions in the provision of such utilities at our CRUs due to periodic repair,
maintenance, upgradations or any downtimes at their respective dependent distilleries, during the six months period ended
September 30, 2025 and the three preceding Fiscals, and there can be no assurance that similar disruptions will not occur
in the future. Any such disruption or increase in utility costs may have a material adverse effect on our business, financial
condition and results of operations.
25. Certain of our properties, including our registered office, corporate office, business office and one of our CO₂ recovery
units, have been leased from related parties, which may give rise to potential conflicts of interest.
Certain of the properties used by us for the purposes of our operations, including our registered office, corporate office,
business office and one of our CO₂ recovery units, have been taken on lease from our related parties, including one of
our Promoters and our Subsidiaries. Such arrangements have been entered into in the ordinary course of business and are
44governed by the terms of the respective lease agreements executed with such related parties. Set forth below are the
details of such leased properties:
Rent paid in
the six Rent Rent Rent
Lease months paid in paid in paid in
Property Leased by Address Tenure of lease rent per period ended Fiscal Fiscal Fiscal
month September 2025 (in 2024 (in 2023 (in
30, 2025 (in ₹ ₹ lakhs) ₹ lakhs) ₹ lakhs)
lakhs)
Registered Pancarbo Khasra No. December, ₹ 0.50 Nil Nil Nil Nil
Office Greenfuels 112//4/2/1, 2025 to lakhs per
Private Village Lehri, December, annum
Limited Tehsil 2050
Talwandi
Sabo, District
Bathinda –
151 302,
Punjab, India
Corporate Jatinder Kaur 1897, Arya March 26, 2026 ₹ 1.20 Nil Nil Nil Nil
Office Kohli Samaj to February 25, lakhs per
Chowk 2027 annum
Bathinda,
151 001,
Punjab, India
Business Punjab No.342, December 1, ₹ 0.50 Nil Nil Nil Nil
office Fusion Third Floor, 2025 to lakhs per
Private Spaze Edge, November 30, annum
Limited Sector 47, 2030
Sohna Road,
Gurugram –
122 018,
Haryana,
India
CO₂ Pancarbo Village Lehri, Period of 5 ₹ 0.50 Nil* 0.50 0.50 0.50
recovery Greenfuels Tehsil years lakhs per
unit Private Talwandi commencing annum
Limited Sabo, from
Bhatinda commercial
District – 151 production of
302, Punjab, CO at the unit
2
India
* Lease payments in relation to our CRU on the distillery premises of PGPL are carried out annually.
Transactions with related parties may create potential conflicts of interest, as such parties may have interests that differ
from those of our Company or our shareholders. While such arrangements have been entered into on commercially
reasonable terms and on an arm’s length basis, as certified by the Statutory Auditors, SSP & Company, Chartered
Accountants (Firm Registration Number: 010390N), pursuant to their certificate dated March 31, 2026 , there can be no
assurance that such arrangements will continue on similar terms in the future. Further, certain of the agreements entered
into by our Company for our lease arrangements are not adequately registered with the appropriate authorities, which
may expose us to regulatory risks, penalties or challenges in enforceability of such agreements. Any modification, non-
renewal or termination of such lease arrangements may require us to identify and secure alternative premises, which may
not be available on commercially reasonable terms or within a reasonable timeframe, and may require us to incur
additional costs or operational disruptions.
While there has been no instance during the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and
2023 where any dispute, termination or non-renewal of lease arrangements with such related parties has materially
affected our operations, there can be no assurance that such arrangements will continue in the future on terms favourable
to us or at all, which could adversely affect our business, financial condition and results of operations.
4526. Our contingent liabilities could materially and adversely affect our business, results of operations and financial
condition.
Set forth below are the details of contingent liabilities and capital commitments as on September 30, 2025, March 31,
2025, March 31, 2024, and March 31, 2023:
Contingent liabilities not provided for in respect of:
(₹ in lakhs)
As at the six-months period/financial year ended
Sr.
Particular September March 31, March 31, March 31,
No.
30, 2025 2025 2024 2023
1. Guarantees issued 16,649.93 16,649.93 17,022.91 15,893.44
2. Performance guarantee 407.67 888.23 329.65 200.64
3. Demand by Tax / other statutory authorities/ Tax 95.66 95.33 - -
dispute
Toal 17,153.26 17,633.49 17,352.56 16,094.08
1. Guarantee issued
(₹ in lakhs)
As at the six-months period/financial year ended
Particular September March 31, March 31, March 31,
30, 2025 2025 2024 2023
-In favour of Pancarbo Greenfuels Private Limited 14,892.00 14,892.00 15,265.00 15,893.44
jointly with Punjab Fusion Private Limited and Punjab
Carbonic Limited
-In favour of Punjab Carbonic Limited by Punjab 1,058.30 1,058.30 1,058.30 -
Fusion Private Limited
-In favour of Punjab Fusion Private Limited by Punjab 699.63 699.63 699.61 -
Carbonic Limited
Total 16,649.93 16,649.93 17,022.91 15,893.44
2. Performance Guarantee
(₹ in lakhs)
As at the six-months period/financial year ended
Particular September March 31, March 31, March 31,
30, 2025 2025 2024 2023
Performance guarantee 407.67 888.23 329.65 200.64
Total 407.67 888.23 329.65 200.64
3. Forum where tax disputes are pending are summarised below:
(₹ in lakhs)
Authority/ As at the six-months period/financial year
Period to
Nature of Forum under ended
Particular which amount
dues which dispute September March 31, March 31, March 31,
relates
is pending 30, 2025 2025 2024 2023
Excise and - 46.86 - -
CST-The Taxation
March 2015 to
Central Sales Indirect Tax Officer,
July, 2016
Tax Act, 1956 Faridabad
Haryana
Excise and 48.47 48.47 - -
Goods & Taxation
July 2017-
service tax Act Indirect Tax Officer,
March 2018
2017 Faridabad
Haryana
The VAT Act, March, 2016 to Supreme Court 47.19 - - -
Indirect Tax
2005 April, 2018 of India
46Authority/ As at the six-months period/financial year
Period to
Nature of Forum under ended
Particular which amount
dues which dispute September March 31, March 31, March 31,
relates
is pending 30, 2025 2025 2024 2023
Total - - - 95.67 95.34 - -
While most of these contingent liabilities and the capital commitments have been incurred in the normal course of
business, if these were to fully materialize or materialize at a level higher than we expect, it may materially and adversely
impact our business, results of operations and financial condition. For further details, see ‘Restated Consolidated
Financial Information’ on page 325. Further, we cannot assure you that we will not incur similar or increased levels of
contingent liabilities in the future.
27. Our business and the demand for our product is reliant on the success of our customers’ products with end consumers,
and any decline in the demand for the end-products could have an adverse impact on our business, results of
operations, cash flows and financial condition.
Our Company is an integrated CCU and industrial gas solutions company engaged in the manufacture, recovery, supply
and distribution of CO₂ and dry ice, including the design and execution of CO₂ recovery and refining infrastructure. The
liquid CO₂ and dry ice produced by us cater to a diversified customer base across multiple end-use industries, including
beverages and breweries, automotive manufacturing, fertilizers, welding and metal fabrication, food processing,
pharmaceuticals, airlines, and other industrial applications. Carbon dioxide is a critical input for carbonation in both
alcoholic and non-alcoholic beverages, including carbonated soft drinks, beer and ready-to-drink alcoholic beverages.
The alcoholic beverages market is projected to expand from about USD 39.3 billion in 2024 to nearly USD 68.8 billion
by 2034, reflecting a CAGR of approximately 5.7–5.8% over the period. Based on this growth trajectory, the market is
estimated to reach around USD 41.6 billion in FY 2025 and the rapid expansion of India’s non-alcoholic beverages
market, valued at over USD 30 billion in FY 2025 and projected to more than double over the next decade, directly
translates into higher demand for food-grade CO₂. (Source: Dun & Bradstreet Report) Further, Carbon dioxide, in the
form of dry ice, plays an increasingly important role in food freezing and cold-chain logistics across India. As food
manufacturers and logistics providers focus on minimizing spoilage and extending shelf life, the use of CO₂-based
freezing and cooling solutions is expected to grow in tandem with the broader food and beverage market (Source: Dun
& Bradstreet Report). For further details, see “Our Business – Competitive Strengths – Extensive and diverse customer
base across multiple industries” on page 171.
Any material downturn in any of the industries that our customers service, as a result of increased competition, seasonality
of demand, our customers’ failure to successfully market their products or to compete effectively, loss of market share,
macro-economic conditions in the markets of our key end-customers, regulatory action, litigation, pricing fluctuation or
other factors may impact us. Any of these factors could have an adverse effect on the end-use industries and sales of our
product could decline substantially.
Set forth below is a breakdown of revenue generated from the sale of CO₂ and dry ice across our key end-use industries,
which reflects our exposure to demand conditions in such industries, for the period indicated:
For the Six months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
As a %
As a % of As a % of As a % of
Particulars of
Amount Amount revenue revenue revenue
revenue Amount (₹ Amount (₹
(₹ in (₹ in from from from
from in Lakhs) in Lakhs)
Lakhs) Lakhs) operations operations operations
operatio
(%) (%) (%)
ns (%)
CO segment
2
Food & 3,260.97 11.67 5,678.14 11.63 5,184.47 37.97 4,933.89 44.70
beverages
Automobiles 419.65 1.50 807.16 1.65 617.87 4.53 524.51 4.75
Chemicals & 134.82 0.48 317.28 0.65 364.36 2.67 882.38 8.00
Fertilizers
Healthcare & 57.93 0.21 82.11 0.17 131.73 0.96 113.61 1.03
47For the Six months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
As a %
As a % of As a % of As a % of
Particulars of
Amount Amount revenue revenue revenue
revenue Amount (₹ Amount (₹
(₹ in (₹ in from from from
from in Lakhs) in Lakhs)
Lakhs) Lakhs) operations operations operations
operatio
(%) (%) (%)
ns (%)
pharmaceutical
s
Aviation & cold 51.69 0.19 130.03 0.27 93.23 0.68 55.34 0.50
chain
Others* 1,625.19 5.82 4,344.18 8.90 3,170.07 23.22 2,720.55 24.65
Total 5,550.25 19.87 11,358.90 23.27 9,561.73 70.03 9,230.28 83.63
* Other industrial use includes sale to aggregators of CO2 and dry ice and metal welding.
While we serve an established base of customers across different end-use industries, we cannot assure you that the lack
or reduction of demand from any one of these industries can be off-set by sales to other industries in which our product
finds application.
28. A majority of our CO₂ recovery units are located within grain-based distilleries, exposing us to risks associated with
such facilities.
A significant number of our CRUs are installed within grain-based distilleries, from which we source CO₂ as a by-product.
Accordingly, our operations are dependent on the functioning of such distilleries, which in turn depend on factors such
as availability and pricing of feedstock (including grains), regulatory policies, environmental compliance and operational
performance.
Set forth below is a breakdown of revenue generated from the sale of CO₂ manufactured from our CRUs located at grain-
based distilleries:
For the Six months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
As a %
As a % of As a % of As a % of
Particulars of
Amount Amount revenue revenue revenue
revenue Amount (₹ Amount (₹
(₹ in (₹ in from from from
from in Lakhs) in Lakhs)
Lakhs) Lakhs) operations operations operations
operatio
(%) (%) (%)
ns (%)
Sale of CO₂ 4,657.71 83.92 8,799.54 77.47 7,279.27 76.13 6,639.62 71.93
manufactured
from our CRUs
located at grain-
based
distilleries
Any disruption in the operations of such distilleries, including due to regulatory restrictions, feedstock shortages, or
adverse market conditions, may affect the availability of CO₂ for recovery. Further, concentration of CRUs within such
facilities may increase our exposure to sector-specific risks. Any such developments may adversely affect our operations
and financial performance.
29. We face certain risks that are specific to the CCU industry. If some or all of these materialise it could have a material
adverse effect on our business, results of operations and financial condition.
48We are an integrated CCU and industrial gas solutions company engaged in the manufacture, recovery, supply and
distribution of CO and dry ice, including the design and execution of CO₂ recovery and refining infrastructure. As per
2
the Dun & Bradstreet Report, the CCU industry in India faces certain threats and challenges which include:
High Cost of Carbon Capture: Carbon capture accounts for a significant share of total CCU costs due to energy-intensive
separation processes and the use of advanced materials. The associated energy penalty can reduce overall plant efficiency,
making large-scale deployment economically challenging without cost reductions, policy support or technological
innovation.
Lack of Infrastructure: Infrastructure for CO₂ transport and utilisation—such as pipelines, compression facilities and on-
site utilisation units remains limited, particularly near industrial clusters. This creates a “chicken-and-egg” challenge
between investing in capture systems and developing utilisation capacity. Shared CCU hubs, common-user infrastructure
and public-private partnerships can help overcome this barrier.
Complex Regulatory Processes: Lengthy, multi-agency approval processes involving central ministries and state
authorities can delay CCU projects and deter private investment. Clear, coordinated and streamlined regulatory
frameworks specific to capture and utilisation activities are required to enable faster project execution and scale-up.
Underdeveloped CO₂ Utilization Market: Markets for CO₂-derived products are still at an early stage, limiting
commercial pull for capture investments. Stronger policy support, demand-side incentives and integration of CO₂-based
products into public procurement, fuels and materials programs are essential to stimulate innovation and market creation.
Knowledge and Expertise Gap: CCU deployment requires specialised skills in capture technologies, process integration
and utilisation pathways. Shortages of trained professionals and limited industry–academia collaboration constrain
progress. Targeted investments in capacity building, research partnerships and CCU centres of excellence are critical to
develop domestic expertise and accelerate adoption.
Dependence on By-Product Sources and Supply Volatility: The Indian CO₂ market is structurally dependent on by-
product recovery from ammonia, hydrogen, ethanol, and refinery operations. Any planned or unplanned shutdowns,
maintenance cycles, or feedstock disruptions in these industries directly impact CO₂ availability. Policy-driven changes—
such as fertilizer subsidy rationalization or fluctuations in ethanol blending mandates—can further affect operating rates
of source plants, leading to periodic CO₂ shortages and supply uncertainty for downstream users.
Rising Energy, Purification, and Compliance Costs: CO₂ production involves energy-intensive processes including
compression, drying, liquefaction, and refrigerated storage. Rising electricity tariffs, higher fuel costs, and inflation in
spares and maintenance are steadily increasing operating expenses. In parallel, compliance with safety, quality, and
licensing frameworks (PESO approvals, Gas Cylinder Rules, BIS and FSSAI norms) adds both capital and recurring
costs, compressing margins—particularly for small and mid-sized producers.
Regulatory Compliance and Safety-Related Cost Burden: The industry operates under a stringent regulatory framework
covering cylinder safety, transport, filling operations, and quality standards. Compliance with PESO licensing, Gas
Cylinder Rules, BIS specifications, and, where applicable, FSSAI or pharmacopeia requirements demands continuous
investment in testing infrastructure, documentation, audits, and staff training. Any lapse can result in operational
shutdowns, license suspension, or penalties. For smaller and decentralized players, the cost and administrative burden of
compliance is becoming increasingly challenging.
Logistics Constraints and Infrastructure Limitations: CO₂ distribution requires specialized cryogenic tankers, cylinders,
and skilled handling personnel, all of which involve high capital and operating costs. Long transport distances between
source plants and demand centers increase freight expenses, transit losses, and supply risks. Infrastructure limitations in
Tier II and Tier III cities—such as poor road connectivity and lack of bulk storage facilities—further constrain market
penetration and service reliability. Availability of cryogenic transport equipment remains a bottleneck during peak
demand periods.
Seasonal Demand Cyclicality and Asset Underutilization: Demand for CO₂ in India exhibits strong seasonality, with
sharp peaks during summer months driven by food and beverage consumption, and relatively subdued demand during
monsoons and winters. Industrial offtake also fluctuates with manufacturing cycles. This uneven demand profile leads to
underutilization of liquefaction units, storage tanks, and transport fleets during off-peak periods, adversely affecting asset
productivity and return on capital. Managing this cyclicality remains a key operational and financial challenge.
49Quality Assurance, Contamination Risk, and Customer Expectations: Ensuring consistent quality across batches and
maintaining segregation between different grades of CO₂ is becoming increasingly critical. Moisture ingress, hydrocarbon
carryover, or cross-contamination can lead to batch rejection, customer complaints, and reputational damage. Large
institutional buyers—especially in food, pharmaceuticals, and electronics—are demanding stricter quality assurance,
traceability, and real-time analytics. This raises the entry barrier and operational complexity for suppliers with limited
analytical and QA capabilities.
For further information see ‘Industry Overview’ on page 193.
While we have not experienced any material adverse impact on our business, results of operations or financial condition
on account of the foregoing industry risks during the six months period ended September 30, 2025 and in Fiscals 2025,
2024 and 2023, such risks are inherent to the industry in which we operate and remain beyond our control. 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.
30. The high capital expenditure required for customers to switch vendors acts as a barrier to attracting new customers.
Customers are highly selective in appointing new CO₂ suppliers, given the critical role of CO₂ in manufacturing and
processing operations across industries, the stringent requirements relating to product quality and supply reliability, and
the high costs and operational risks associated with switching suppliers, particularly where uninterrupted supply is
essential. Hence, selection process for the suppliers is time and cost intensive, creating a meaningful entry barrier for new
industry players. (Source; Dun & Bradstreet Report) This financial and operational burden associated with transitioning
to a new supplier acts as a deterrent for potential customers, making it challenging for us to attract new business. Potential
customers may be reluctant to incur the high initial costs and navigate the complexities involved in switching from their
existing suppliers to us. This dependency on existing vendors can also lead to long-term contracts that further reduce the
likelihood of customers switching suppliers. While this dependency can provide us with a stable customer base, it also
poses significant challenges in expanding our market share and attracting new customers. Our inability to attract new
customers due to these barriers could adversely affect our business growth, results of operations, cash flows, and financial
condition.
31. There are certain outstanding legal proceedings involving our Company, Directors, and our Subsidiaries which, if
determined against us, could have a material adverse effect on our business, cash flows, financial condition and
results of operations.
Our Company, Directors and our Subsidiaries are currently involved in a number of legal proceedings, pending at
different levels of adjudication before various courts and tribunals. For details, see ‘Outstanding Litigation and Material
Developments’ on page 448. Any adverse order in these proceedings could have a material adverse impact on our
reputation, business, results of operations and financial condition.
A summary of outstanding litigation and the monetary amount involved in the cases we are currently involved in is
mentioned in brief below:
Disciplinar
y actions by Aggregate
Statutory/ the SEBI or Material amount
Sr. Name of Criminal Tax
Regulatory stock civil involved
No. Entity Proceedings proceedings
proceedings Exchanges litigation* (₹ in
against our lakhs)*
Promoter
1. Company
By the 1 Nil Nil Nil Nil 1.00
Company
Against the Nil 7 Nil Nil Nil 49.29
Company
2. Subsidiaries
By the Nil Nil Nil Nil Nil Nil
Subsidiaries
Against the Nil 5 Nil Nil Nil 49.66
Subsidiaries
50Disciplinar
y actions by Aggregate
Statutory/ the SEBI or Material amount
Sr. Name of Criminal Tax
Regulatory stock civil involved
No. Entity Proceedings proceedings
proceedings Exchanges litigation* (₹ in
against our lakhs)*
Promoter
3. Promoters (other than Directors)
By the Nil Nil N.A. N.A. Nil Nil
Promoters
Against the Nil N.A. Nil Nil Nil Nil
Promoters
4. Directors
By the Nil Nil N.A. N.A. Nil Nil
Directors
Against the 1 N.A. Nil N.A. Nil Nil
Directors
4. Key Managerial Personnel (other than Directors)
By Key Nil N.A. N.A. N.A. N.A. Nil
Managerial
Personnel
Against Key Nil N.A. Nil N.A. N.A. Nil
Managerial
Personnel
5. Members of Senior Management (other than Directors and Key Managerial Personnel)
By members Nil N.A. N.A. N.A. N.A. Nil
of Senior
Management
Against Nil N.A. Nil N.A. N.A. Nil
members of
Senior
Management
* To the extent quantifiable
As on the date of this Draft Red Herring Prospectus, there are no outstanding litigation proceedings involving our Group
Company, the outcome of which could have a material impact on our Company. We cannot assure you that any of these
matters will be settled in favour of our Company, Director or our Subsidiaries, respectively, or that no additional liability
will arise out of these proceedings. An adverse outcome in any of these proceedings may have an adverse effect on our
business, financial position, prospects, results of operations, and our reputation. For further details, see ‘Outstanding
Litigation and Material Developments’ on page 448.
We may be required to devote management and financial resources in the defence or prosecution of such legal
proceedings. Should any new developments arise, including a change in Indian law or rulings against us by the appellate
courts or tribunals, we may face losses and have to make further provisions in our financial statements, which could
increase our expenses and our liabilities. There can be no assurance that the provisions we have made for litigation will
be sufficient or that further litigation will not be brought against us in the future. Decisions in such proceedings adverse
to our interests may have a material adverse effect on our business, cash flows, financial condition, and results of
operations. Further, delay in settlement of statutory dues, vendor payments and employee settlement cases may also have
an adverse impact on us.
In the event significant claims are determined against us and we are required to pay all or a portion of the disputed
amounts, there could be a material adverse effect on our business and profitability. We cannot provide any assurance that
these matters will be decided in our favour. Furthermore, we may not be able to quantify all the claims in which we are
involved. Failure to successfully defend these or other claims or if our current provisions prove to be inadequate, our
business and results of operations could be adversely affected. Even if we are successful in defending such cases, we will
be subjected to legal and other costs relating to defending such litigation, and such costs could be substantial. In addition,
we cannot assure that similar proceedings will not be initiated in the future. This could adversely affect our business,
cash flows, financial condition, and results of operation.
5132. Our Company is unable to trace certain records of corporate actions and secretarial form filings. We cannot assure
you that we will not be subject to penalties or that no other action will be initiated against us in this regard.
Certain statutory records, including records of corporate actions and secretarial form filings in relation to the various
issuances of equity shares of our Company, are untraceable in our records, some of which have been lost due to a fire in
the temporary record room of our Company in 2019. Set out below are the forms and statutory records untraceable or
lost due to fire:
Sr.
Date of allotment Nature of allotment List of untraceable documents
No.
1. March 31, 1995 Further issue Form 2 filed with the jurisdictional Registrar of Companies
2. March 31, 2003 Further issue Form 2 filed with the jurisdictional Registrar of Companies
3. March 31, 2004 Further issue Form 2 filed with the jurisdictional Registrar of Companies
4. February 18, 2015 Rights issue Letter of offer sent to the shareholders of our Company and
its proof of delivery
Renunciation letter from the shareholders who renounced
their rights
Letter of acceptance from the shareholders
5. March 18, 2015 Rights issue Letter of offer sent to the shareholders of our Company and
its proof of delivery
Renunciation letter from the shareholders who renounced
their rights
Letter of acceptance from the shareholders
6. March 15, 2016 Rights issue Letter of offer sent to the shareholders of our Company and
its proof of delivery
Renunciation letter from the shareholders who renounced
their rights
Letter of acceptance from the shareholders
7. August 11, 2016 Rights issue Letter of offer sent to the shareholders of our Company and
its proof of delivery
Renunciation letter from the shareholders who renounced
their rights
Letter of acceptance from the shareholders
8. September 17, 2016 Rights issue Letter of offer sent to the shareholders of our Company and
its proof of delivery
Renunciation letter from the shareholders who renounced
their rights
Letter of acceptance from the shareholders
9. March 26, 2018 Rights issue Letter of offer sent to the shareholders of our Company and
its proof of delivery
Renunciation letter from the shareholders who renounced
their rights
Letter of acceptance from the shareholders
We have appointed M/s. Mittal V. Kothari & Associates, independent practicing company secretary, to undertake an
online search of the RoC records, and have relied on the certificate issued by the independent practicing company
secretary dated March 31, 2026, in relation to the missing records of our Company.
Further, our Company, through its letter dated March 30, 2026, has intimated the RoC regarding the documents
untraceable in our records. We cannot assure you that we will not be subject to any penalties imposed by the competent
regulatory authority in connection with such untraceable records. While no disputes or regulatory action has arisen in
connection with these filings until date, we cannot assure you that no such action will be initiated in the future.
33. There have been certain discrepancies in the filings made by our Company with the ROC. While our Company has
filed adjudication applications and applications for correction of records in this regard, we cannot assure you that we
will not be subject to penalties or that no other action will be initiated against us.
52There have been certain discrepancies in the secretarial form filings and corporate records submitted by our Company
with the RoC.
Set out below are the details of such discrepancies:
• Our Company inadvertently omitted the Statement of Cash Flows from its standalone and consolidated financial
statements for Fiscal 2023 filed with the RoC, resulting in a technical non-compliance under Section 137(1) of the
Companies Act, 2013;
• Our Company transferred the unspent CSR amounts to a fund other than the fund specified under Schedule VII of
the Companies Act, 2013, resulting in non-compliance with Section 135(5) of the Companies Act, 2013;
• Certain inaccuracies were identified in the particulars included in the annual returns filed by our Company with the
RoC through Form MGT-7 for Fiscals 2015 to 2024;
• For Fiscal 2022, our Company inadvertently indicated that AOC-4 CFS was not applicable while filing Form AOC-
4, and accordingly could not file its consolidated financial statements, due to system driven logic;
• The Form SH-7 filed with the RoC, as well as the resolution passed by our Shareholders in relation to the increase
in the authorised share capital of our Company dated August 2, 2016, erroneously stated the face value of the equity
shares of our Company as ₹10 instead of ₹100;
• The resolution passed by our Shareholders in relation to the increase in the authorised share capital of our Company
dated February 27, 2018 erroneously stated the face value of the equity shares of our Company as ₹10 instead of
₹100;
• The Form SH-7 filed with the RoC in relation to the increase and alteration of the authorised share capital pursuant
to a resolution of our Shareholders dated February 27, 2018 erroneously recorded the date of the resolution as
February 28, 2018.
Our Company has filed adjudication application dated January 16, 2026, through Form GNL-1 dated March 19, 2026, in
relation to the discrepancies in our annual returns filed with the RoC from Fiscals 2015 to Fiscal 2024, and adjudication
applications each dated January 16, 2026, through Forms GNL-1 each dated March 22, 2026, for the discrepancies in
relation to non-transfer of CSR amounts to the prescribed funds and the omission of the Company’s statement of cash
flows from the standalone and consolidated financial statements for Fiscal 2023.
Additionally, our Company has filed applications for correction of record each dated January 16, 2026, through Forms
GNL-2 each dated March 22, 2026, in relation to the discrepancies in Forms SH-7 filed in connection with alterations to
the authorised share capital in 2016 and 2018, and application for correction of record dated March 20, 2026, through
Form GNL-2 dated March 22, 2026, in relation to not having filed its consolidated financial statements through Form
AOC-4 CFS for Fiscal 2022.
We cannot assure you that we will not be subject to any penalties imposed by the competent regulatory authority in
connection with such discrepancies.
34. We have incurred indebtedness and have had high debt-equity ratio in the six months period ended September 30,
2025 and the last three Fiscals, which exposes us to various risks which may have an adverse effect on our business,
results of operations and financial conditions. Conditions and restrictions imposed on us by the agreements governing
our indebtedness could adversely affect our ability to operate our business.
As of December 31, 2025, our total sanctioned and outstanding indebtedness was ₹ 18,157.94 lakhs and ₹ 15,804.81
lakhs, respectively. Details of our debt- equity ratio for the six months period ended September 30, 2025 and the last
three Fiscals are as set forth below:
Six months
period
Particulars ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Debt- equity ratio (in times) 2.38 3.56 4.33 2.50
53This level of our indebtedness could have several important consequences, including but not limited to the following:
i. a significant portion of our cash flow may be used towards repayment of our existing debt, which will reduce the
available cash flow to fund our capital expenditures and other general corporate requirements;
ii. defaults of payment and other obligations under our financing arrangements may result in an event of default,
acceleration of our repayment obligations and enforcement of related security interests over our assets;
iii. substantial portion of our long-term indebtedness is subject to floating rates of interest. Fluctuations in market interest
rates may require us to pay higher rates of interest and will also affect the cost of our borrowings; and
iv. our ability to obtain additional financing in the future or renegotiate or refinance our existing indebtedness on terms
favourable to us may be limited.
Additionally, our financing agreements contain certain conditions and restrictive covenants that require us to obtain
consents from respective lenders prior to carrying out specified activities and entering into certain transactions including
certain actions and matters in relation to the Offer such as permitting any change in its ownership or control or
management including change in the shareholding of promoters, directors and principal shareholders or enter into
arrangement whereby its business or operations are managed or controlled, directly or indirectly by any other person,
diluting the capital holding of the promoters in our Company, or investing in any of our Subsidiaries. While our Company
has received necessary approval from its lenders to undertake this Offer, we cannot assure you that we will be able to
obtain approvals to undertake any other aforementioned activities as and when required or comply with such covenants
or other covenants in the future. Further, the restrictive covenants under the agreements governing our indebtedness may
limit the ability of our Company to make strategic decisions and undertake actions such as dividend payments. Failure to
meet such conditions or obtain consents from lenders, as may be required, could invoke certain penalty clauses or any
other consequence of events of defaults in the respective financing arrangement, which could have significant
consequences for our business.
If we are unable to comply with the covenants and conditions set forth in our financing agreements, or if we fail to obtain
the necessary consents from our lenders, this could result in an event of default under such agreements. This may give
our lenders the right to enforce their security, accelerate repayment, or impose additional restrictions on our operations,
which could adversely impact our business, financial condition, and cash flows. Additionally, failure to comply with
these covenants may restrict our ability to raise further financing, which could limit our growth prospects and operational
flexibility. While there have been no such instances during the six months period ended September 30, 2025, and the last
three Fiscals where our Company failed to comply with the covenants and conditions in the financing agreements, we
cannot assure you that we will be able to comply with the covenants and conditions and obtain the necessary consents
from our lenders in the future.
For further details regarding our indebtedness, see ‘Financial Indebtedness’ beginning on page 409.
35. Our Company has availed certain unsecured borrowing which is repayable on demand.
As of December 31, 2025, we had sanctioned unsecured borrowings that amounted to ₹ 427.05 lakhs, availed from
various banks and NBFCs, of which ₹ 173.56 lakhs remained outstanding. The total sanctioned and outstanding unsecured
borrowings availed by us form 2.35% and 1.10% of our total sanctioned and outstanding borrowings respectively, as on
December 31, 2025. Since these loans are unsecured, it does not require any collateral, and is repayable on demand. Any
unforeseen demand for immediate repayment could adversely affect our liquidity, cash flow, and financial stability. A
significant disruption in our ability to manage or refinance these liabilities may also impact our operations and overall
financial health. For further details of our unsecured loans, please refer “Financial Indebtedness” and “Restated
Consolidated Financial Information – Note 13. Financial Liabilities – a. Borrowings” on pages 409 and 359,
respectively.
36. Our Company has extended performance guarantees with respect to certain debt facilities and contractual obligations
of our Subsidiaries. In the event of failure of our Subsidiaries to successfully repay their loans or discharge their
obligations under these arrangements, the corporate guarantees provided by our Company may be invoked which may
adversely affect cash flow and financial conditions of our Company.
Our Company has extended performance guarantees with respect to certain debt facilities and contractual obligations of
our Subsidiaries. Set out below are the details of such guarantees provided by our Company:
541. Guarantee issued
(₹ in lakhs)
As at the six-months period/financial year ended
Particular September March 31, March 31, March 31,
30, 2025 2025 2024 2023
-In favour of Pancarbo Greenfuels Private Limited 14,892.00 14,892.00 15,265.00 15,893.44
jointly with Punjab Fusion Private Limited and Punjab
Carbonic Limited
-In favour of Punjab Carbonic Limited by Punjab 1,058.30 1,058.30 1,058.30 -
Fusion Private Limited
-In favour of Punjab Fusion Private Limited by Punjab 699.63 699.63 699.61 -
Carbonic Limited
Total 16,649.93 16,649.93 17,022.91 15,893.44
2. Performance Guarantee
(₹ in lakhs)
As at the six-months period/financial year ended
Particular September March 31, March 31, March 31,
30, 2025 2025 2024 2023
Performance guarantee 407.67 888.23 329.65 200.64
Total 407.67 888.23 329.65 200.64
In the event our Subsidiaries fail to repay their debt facilities / default in the payment of their debt facilities or discharge
their obligations under these arrangements, the corporate guarantee extended by our Company may get invoked.
Consequently, our Company may be required to repay the outstanding amount. While none of the corporate guarantees
provided by our Company for such third parties have been invoked in the six months period ended September 30, 2025,
and during the last three Fiscals there can be no assurance that such guarantees will not be revoked in the future. For
further details, see “- Our contingent liabilities could materially and adversely affect our business, results of operations
and financial condition” and “Restated Consolidated Financial Information” on pages 325 and 325, respectively.
37. Our Promoters have provided personal guarantees in connection with our borrowings. Our business, financial
condition, results of operations and prospects may be adversely affected by the revocation of all or any of the
guarantees provided by them in connection with our borrowings.
Our Promoters, Amrit Paul Singh Kohli, Davinder Singh Kohli, Inder Pal Kaur Kohli and Jatinder Kaur Kohli, have
provided personal guarantees for our borrowings, amounting to ₹ 13,064.47 lakhs, as of December 31, 2025. If any of
these guarantees are revoked, our lenders may require alternative guarantees or cancel such loans or facilities, entailing
repayment of amounts outstanding under such facilities. If we are unable to procure alternative guarantees satisfactory to
our lenders, we may need to seek alternative sources of capital, which may not be available to us at commercially
reasonable terms or at all, or to agree to more onerous terms under our financing agreements, which may limit our
operational flexibility. Accordingly, our business, financial condition, results of operations and prospects may be
adversely affected by the revocation of all or any of the guarantees provided by our Promoters, in connection with our
borrowings. For further information, see “Restated Consolidated Financial Information” and “Financial Indebtedness”
on pages 325 and 409, respectively.
38. Our Subsidiary, PFPL, was acquired by our Company in December, 2024, and did not operate as a part of our
Company/Subsidiaries prior to Fiscal 2025. Thus, the financial and other related information prior to the completion
of such acquisition is based on the performance of PFPL while they were a part of our Promoter Group.
Our Company was incorporated in 1992, and PFPL was originally incorporated in 1996. Prior to its acquisition by our
Company in December 2024, PFPL was under the ownership and control of our Promoters and members of our Promoter
Group and was not a part of our Company for the purposes of consolidated financial reporting. Accordingly, PFPL’s
business operations, financial performance and results were accounted for separately and were not reflected in our
Company’s financial statements for periods prior to such acquisition.
Pursuant to the acquisition of PFPL by our Company, PFPL has been consolidated with our financial statements in
accordance with the applicable accounting standards, including Appendix C to Ind AS 103 (Business Combinations)
relating to common control transactions. Accordingly, for the periods presented in this Draft Red Herring Prospectus, the
55Restated Consolidated Financial Information has been prepared as if PFPL had been a part of our Company for such
periods, in accordance with the requirements of applicable accounting standards.
However, the historical financial and operational information of PFPL included in such Restated Consolidated Financial
Information reflects its performance during the period when it was under the control of our Promoters and Promoter
Group, and may not be indicative of its future performance as part of our Company. Further, PFPL may have operated
under different business strategies, management oversight, internal controls, financial policies or operational priorities
prior to its acquisition by our Company.
Accordingly, investors should exercise caution when evaluating our historical financial information, as such information
may not be directly comparable across periods or reflective of our future financial condition and results of operations.
There can be no assurance that PFPL will continue to perform in a manner consistent with its historical performance, and
any adverse developments in the operations or financial performance of PFPL may adversely affect our consolidated
business, financial condition and results of operations.
39. Failure to meet quality standards required by our customers for our finished products and processes may lead to
cancellation of existing and future orders.
We are required to maintain high quality standards of our products and adhering to such standards is a pre-requisite for
us to be able to obtain repeat orders from our customers. Our products are subject to quality standards and specifications
and adhering to the exacting quality standards is pre-requisite for us to be able to retain customers. In relation to the
supply of beverage-grade CO₂ to beverage manufacturers, we adhere to the guidelines prescribed by under ISBT
standards as well as customer-specific specifications, which prescribe limits on purity, moisture, hydrocarbons and other
impurities. We undertake batch-wise testing through our quality control laboratories in accordance with documented
standard operating procedures, issue certificates of analysis and compliance, and subject our products to periodic
independent laboratory testing. Our facilities and processes are also subject to customer audits, inspections and vendor
qualification procedures to ensure compliance with applicable quality standards. Similarly, our ethanol manufacturing
operations follow a structured quality assurance and quality control framework designed to ensure compliance with
Bureau of Indian Standards (“BIS”), OMC specifications and applicable statutory requirements. This includes quality
checks on raw materials, monitoring of process parameters during fermentation and distillation, maintenance of batch-
wise records for traceability, regular calibration of laboratory equipment, in-process quality checks and final product
testing prior to dispatch. For further details, see “Our Business – Quality assurance and quality control” on page 275.
However, the quality of our raw material and finished products could be adversely affected due to reasons beyond the
control of our Company such as spoilage, mishandling of raw materials and finished products or due to human error.
There have been no instances of customers declining to accept or returning products due to quality related concerns,
during the during the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023.
Further, there have been no instances of deductions made by our customers on the payment of our final goods during the
six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023.
Failure to meet quality and standards of expected by client can have serious consequences including rejection of the
product and loss of customer confidence which could have adverse effect on our reputation, business and our financial
condition. In addition, we may be statutorily required to meet certain quality standards of our finished products. While
there has been no instance during the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and
Fiscal 2023 where our Company failed to meet quality and standards of expected by any customer, we cannot assure you
that such an event will not occur in the future. Further, we do not maintain any product liability insurance to cover our
losses upon occurrence of such instances. Our inability to maintain such quality standards may have an impact on our
business, results of operations and financial condition.
40. Restrictions or prohibitions on the production or sale of ethanol or ethanol-based products pursuant to government
orders or policy changes, may adversely affect our business, financial condition, cash flows and results of operations.
The ethanol production and supply operations of our Company are carried out through our Subsidiary, PGPL. The ethanol
industry in India is highly regulated and subject to frequent changes in policy and administrative directives issued by
various government authorities. Our ethanol production and sale are dependent on permissions, blending targets, and
pricing notifications determined by the Government of India. Any restriction or prohibition on the manufacture or sale
of ethanol, suspension of operations, or withdrawal of approvals could materially affect our business and profitability.
For further details of the government rules and notifications applicable on our business operations and the manufacturing
and sale of ethanol, please see ‘Key Regulations and Policies on India’ on page 280. Any withdrawal of fiscal incentives,
change in feedstock approval, or imposition of new environmental norms could increase compliance costs or result in
temporary shutdowns. The Ethanol Distillery has received interest subvention under Government of India’s “Scheme for
56extending financial assistance to project proponents for enhancement of ethanol distillation capacity or to set up
distilleries for producing 1st Generation (1G) ethanol” from the Department of Food and Public Distribution (“DFPD”),
pursuant to which interest support is available at 6% per annum or 50% of the applicable interest rate, whichever is lower,
for a period of five years (including a one-year moratorium), on the eligible loan amount being ₹ 12,000 lakhs, subject
to compliance with prescribed conditions. Further, PGPL has also opted for the concessional tax regime under Section
115BAB of the Income Tax Act, 1961, pursuant to which its income is subject to tax at an effective rate of 17.16%. Any
withdrawal of these benefits or incentives pursuant to changes in policy can adversely affect our business, financial
condition, cash flows and results of operations.
Further, the ethanol sector may also be exposed to policy reversals, which could disrupt our production schedules, lead
to accumulation of inventory, and adversely impact revenues. While there have been no such instances of government
policy shifts affecting our ethanol manufacturing operations in the six months period ended September 30, 2025 and the
last three Fiscals, there can be no assurance that new notifications will not have any adverse impact on the business of
our Company.
Accordingly, any regulatory prohibition or suspension affecting ethanol production or sales could have a material adverse
impact on our business operations, financial condition, results of operations, and cash flows.
41. Our manufacturing and processing operations are dependent on the efficient functioning of our machinery and
equipment, and any breakdown, malfunction or operational failure may adversely affect our operations.
Our carbon dioxide manufacturing and processing operations are carried out using various specialised machinery and
equipment installed at our carbon dioxide plants, including process equipment used for gas purification, compression,
filtration, liquefaction and storage, as well as utility systems and control infrastructure required for plant operations.
These include, among others, compressors, scrubbers, filters, heat exchangers, pumps, storage tanks, dryers, control
panels, cooling systems and other process and utility equipment that are integral to the recovery, purification and
processing of CO₂ and related products.
The continuous and efficient functioning of such machinery and equipment is critical to maintaining our production
levels, product quality and operational efficiency. Such equipment may be subject to risks including mechanical
breakdown, technical malfunction, wear and tear, operational errors, power disruptions, or damage arising from accidents
or other unforeseen events. Set forth below are the details of the expenses undertaken by our Company for repair of plant
and machinery in the six months period ended September 30, 2025 and the last three Fiscals:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars 2025
Amount Amount Amount Amount
% of total % of total % of total % of total
(₹ in (₹ in (₹ in (₹ in
expenses expenses expenses expenses
Lakhs) Lakhs) Lakhs) Lakhs)
Repairs to
217.78 0.86 243.50 0.53 136.08 1.08 154.03 1.51
machinery
Repairs to
7.89 0.03 7.19 0.02 10.52 0.08 3.45 0.03
building
Any significant failure, prolonged shutdown or disruption in the functioning of such machinery may lead to production
interruptions, reduced plant utilisation, delays in fulfilling customer orders, or increased maintenance and repair costs.
While there has been no instance during the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and
2023 where any material breakdown, malfunction or operational failure of machinery and equipment at our
manufacturing facilities has resulted in a material adverse impact on our production or operations, there can be no
assurance that such breakdowns, malfunctions or disruptions will not occur in the future. Any such events may require
us to incur significant repair or replacement costs, temporarily suspend operations at the affected facilities or otherwise
affect our ability to meet customer demand, which could adversely affect our business, financial condition and results of
operations.
42. We operate in a labour-intensive industry and are subject to stringent labour laws and any strike, 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.
57Our manufacturing processes are labour intensive in nature, which makes us prone to labour shortage due to reasons such
as labour availability, pandemics such as COVID- 19 etc., which may affect our ability to manufacture and deliver our
products on time. Further, if we are unable to negotiate with the labour, it could result in work stoppages or increased
operating costs due to higher than anticipated wages or benefits. During periods of shortages in labour, we may not be
able to deliver or manufacture our products according to our previously determined time frames, at our previously
estimated product costs, or at all, which may adversely affect our business, results of operations, cash flows and
reputation.
As of December 31, 2025, our Company had a total of 273 full-time employees. For details, see “Our Business – Human
Resources” on page 274. There can be no assurance that we will not experience any disruptions in our operations due to
any disputes with our employees, strike or work stoppage in the future. While we have not faced any such instance in the
six months period ended September 30, 2025 and the last three Fiscals, occurrence of such instances in the future could
have an adverse effect on our business, financial condition, cash flows and results of operations.
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. For further details, see “Key Regulations and Policies in India” on page
280. If labour laws become more stringent, it may become more difficult for us to maintain flexible human resource
policies, discharge employees or downsize, any of which could have a material adverse effect on our business, financial
condition, results of operations, cash flows and prospects.
43. We are dependent on our Promoters, Key Managerial Personnel, and members of Senior Management. Failure to
retain or replace them will adversely affect our business.
In order to successfully manage and expand our business, we are dependent on the experience and services of our
Promoters, Key Managerial Personnel and our members of Senior Managerial, and their ability to attract, train, motivate
and retain skilled employees and other professionals. We are also backed by experienced senior level of management
team whose varied background guides and provides direction to our business operations. We also have a team of qualified
professionals, who have expertise and experience in our business. Our operations are spearheaded by Executive Directors
who are actively engaged in the day to day operations of our Company. We have a strong board comprising independent
directors who have varied experienced and have expertise in their respective fields. Our Board of Directors is ably
supported by a capable operations and management team. For further details, please see “Our Management”, “Our
Business – Competitive Strengths -Experienced Promoters and management team, having domain knowledge” and “Our
Business -Human Resources” on pages 298, 257 and 274 , respectively. Therefore, the continued involvement of our
Promoters, Key Managerial Personnel and Senior Managerial Personnel in the leadership position of our Company is
critical to our success and their non-availability in a leadership role could have a deleterious impact on our business and
financial conditions.
If we are unable to hire additional personnel or retain existing skilled personnel, in particular our Key Managerial
Personnel and persons with requisite skills, our operations and our ability to expand our business may be impaired.
Further, we may be unable to hire and retain enough skilled and experienced employees to replace those who leave or
may not be able to re-deploy existing resources successfully. Failure to hire or retain Key Managerial Personnel, Senior
Managerial Personnel and skilled and experienced employees could adversely affect our business and results of
operations. Further, we cannot assure you that we will be able to effectively implement appropriate succession plans in
the future. Any loss of members of our Senior Management or Key Managerial Personnel could significantly delay or
prevent the achievement of our business objectives, affect our succession planning and could harm our business and
customer relationships.
44. Any negative publicity regarding our Company or any of our Promoters or Directors may have an impact on the
reputation of our Company and our business.
We operate in a highly competitive environment and we are also required to adhere to strict compliance requirement and
maintain high standard of our products. Any failure in our part to adhere to such requirements or our failure to maintain
high standard of quality could receive negative publicity which will have an adverse impact on our brand value. Further,
the names of our Promoters or Directors may also get associated with such negative publicity which, even if inaccurate,
can have an adverse impact on our brand and thereby affect business. While there has been no such instance of negative
publicity in the past, we cannot assure you that such an event will not occur in the future or the business, results of
operations and financial conditions will not be affected due to such negative publicity.
45. High attrition rate of permanent employees may impact our business operations, productivity, financial performance
and growth.
58We believe our employees and personnel are one of our most important assets and critical to maintaining our competitive
position in our industry. Please see “Risk Factors - Our Promoters, Directors and regular supply of workforce for our
operations are critical to our continued success and we may be unable to attract and retain such personnel in the future.”
As of September 30, 2025 the total number of permanent employees stood at 273, which is an increase from 215 in Fiscal
2023. However, we have experienced varying levels of employee attrition over the six months period ended September
30, 2025 and over Fiscals 2025, 2024 and 2023, which may present risks to our business continuity and growth.
The table below provides details of attrition among our permanent employees for the periods indicated:
Six months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
2025
Total no. of permanent employees at
273 246 233 215
the end of the period/year
Attrition rate of our permanent
15.83% 35.83% 16.52% 9.22%
employees (%)*
Total no. of Key Managerial Personnel - - -
1
at the end of the period/year
Attrition rate of our Key Managerial
- - - -
Personnel (%)*
Total no. of Senior Management at the - - -
-
end of the period/year
Attrition rate of our Senior
- - - -
Management (%)*
Total no. of skilled employees at the
213 195 191 185
end of the period/year
Attrition rate of skilled employees
6.25% 12.23% 34.02% 15.27%
(%)*
Total no. of unskilled employees at the
60 51 42 30
end of the period/year
Attrition rate of unskilled employees
26.67% 38.89% 40.43% 17.86%
(%)*
*Attrition rate has been calculated by dividing the total number of employees who resigned during the relevant year/period with the
average of the number of employees at the beginning of the relevant year/period and at the end of the relevant year/period.
Our future performance will depend largely on our ability to retain the continued service of our Key Managerial
Personnel, Senior Management and our workforce. If any of our Key Managerial Personnel, Senior Management or other
personnel terminates their services with us due to death, disability or any other reason, our business may be disrupted
and we may incur additional expenses to recruit, train, and retain qualified personnel. In the event that we are not able to
attract and retain talented employees as required for conducting our business, or if we experience high attrition levels
which are largely out of our control, or if we are unable to motivate and retain existing employees, our business, financial
condition and results of operations may be adversely affected. Further, shortage of skilled/ unskilled personnel or work
stoppages caused by disagreements with work force could also have an adverse effect on our business, results of
operations, cash flows and financial condition. While we have not experienced any major prolonged disruption in our
business operations due to strikes, disputes or other problems of similar nature with our work force in the during the six
months period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023, there can be no assurance that we will not
experience any such disruption in the future.
46. There have been certain delays in payment of statutory dues in the past. Further, there have been certain instances of
unpaid statutory dues in the past as well. 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 required to make certain payments to various statutory authorities from time to time, including but not limited to
payments pertaining to employee provident fund, employee state insurance, professional tax and labour welfare fund.
The table below sets forth the details of the statutory dues paid by our Company in relation to our employees for the
periods indicated below:
59Six months period ended September 30, 2025:
(₹ in lakhs)
No. of employees as
Due and
Nature of Payment on the last day of the Total dues Paid
Unpaid
period
Employee state insurance 89 2.37 2.37 -
Provident fund 141 19.52 19.52 -
Professional tax 121 0.26 0.18 0.08
Tax deducted at source on salary 13 61.53 61.53 -
Labour welfare fund 267 0.44 0.16 0.29
Total - 84.12 83.76 0.37
Fiscal 2025:
(₹ in lakhs)
No. of employees as
Due and
Nature of Payment on the last day of Total dues Paid
Unpaid
the Fiscal
Employee state insurance 75 3.97 3.97 -
Provident fund 130 36.87 36.87 -
Professional tax 104 0.85 0.41 0.44
Tax deducted at source on salary 42 119.83 119.83 -
Labour welfare fund 227 0.61 0.61 -
Total - 162.12 161.68 0.44
Fiscal 2024:
(₹ in lakhs)
No. of employees as
Due and
Nature of Payment on the last day of Total dues Paid
Unpaid
the Fiscal
Employee state insurance 85 5.15 5.15 -
Provident fund 135 26.48 26.48 -
Professional tax 25 0.69 0.69 -
Tax deducted at source on salary 31 85.66 85.66 -
Labour welfare fund 104 0.10 0.10 -
Total - 118.08 118.08 -
Fiscal 2023:
(₹ in lakhs)
No. of employees as
Due and
Nature of Payment on the last day of the Total dues Paid
Unpaid
Fiscal
Employee state insurance 121 7.99 7.99 -
Provident fund 141 22.26 22.26 -
Professional tax 6 0.15 0.15 -
Tax deducted at source on salary 22 47.85 47.85 -
Labour welfare fund - - - -
Total - 78.25 78.25 -
There have been certain instances of defaults/delays in the payment of certain statutory dues in the past by our Company
and our Subsidiaries. The details pertaining to such delays are set out below:
60Delay for the Six
Months Period Delay for Fiscal Delay for Fiscal Delay for Fiscal
ended September 2025 2024 2023
Nature of Payment
30, 2025
Amount No. of Amount No. of Amount No. of Amount No. of
(₹ lakhs) Instance (₹ lakhs) Instance (₹ lakhs) Instance (₹ lakhs) Instance
Employee state insurance - - 0.16 5 0.42 8 1.08 6
Gratuity - - - - - - - -
Provident fund 2.68 2 0.01 1 1.25 1 2.78 1
Professional tax 1.09 14 2.06 27 1.16 37 0.11 12
TDS on salary - - 51.09 5 85.66 12 46.10 9
TDS on other than salary / - - 16.53 7 98.68 12 398.32 11
TCS
Labour welfare fund 0.48 7 0.69 6 0.11 1 - -
Total 4.25 23 70.54 51 187.28 71 448.39 39
The delay in the payment of aforementioned statutory dues was primarily because of regulatory difficulties and
administrative oversight. While our Company has subsequently made payment of all pending dues, and of any applicable
interest thereon, and now promptly monitor the due dates of payment of statutory dues along with making the payment
before the due date, we cannot assure you that there will not be any delays in the future. 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.
47. Our operations are subject to manufacturing risk and causing fatal injury to personnel including death and
destruction of property and consequent imposition of civil and criminal penalties.
Our manufacturing operations are subject to operating risks and potential industrial accidents. Our manufacturing
operations are also subject to operating risk resulting in fatal personal injury and property damage and consequent
imposition of civil and criminal penalties. For instance, two compensation claims aggregating to ₹70.00 lakhs (excluding
interest) have been filed against our Subsidiary, Punjab Fusion Private limited, under the Workmen Compensation Act,
1923 in relation to fatalities arising from a road accident during the course of employment, and such matters are currently
pending adjudication. For further details, see “Outstanding Litigation and Material Developments” on page 448.
While our manufacturing operations meet the necessary safety standards, there can be no assurance that the precautions
taken by us will be completely effective or sufficient. Further, although we hold certain third-party liability insurance
policies, the liability incurred may far exceed the insurance cover. Such accidents, irrespective of the monetary liability,
may have an adverse impact on our business and reputation.
48. Our Subsidiary, PGPL, has obtained credit ratings in relation to the debt facilities availed by it, and its ability to access
capital at attractive costs depends on its credit ratings. Non-availability of credit ratings or a poor rating may restrict
its access to capital and thereby adversely affect our business, results of operations, cash flows and financial condition.
The cost and availability of capital depends on credit ratings. Credit ratings reflect the opinion of the rating agency on
our management, track record, diversified client base, increase in scale and operations and margins, medium term revenue
visibility and operating cycle. We may not be able to avail the requisite amount of financing or obtain financing at
competitive interest rates if we fail to have favourable results of operations.
The following table sets forth our details of the credit rating obtained by PGPL:
Rating Agency Products Credit rating Date
Infomerics Valuation and Long term bank facilities IVR BBB-; Stable December 30, 2025
Rating Limited Short term bank facilities IVR A3
Infomerics Valuation and Long term bank facilities IVR BBB-; Stable March 21, 2025
Rating Limited Short term bank facilities IVR A3
CARE Ratings Limited Long term bank facilities Care BB-; Stable March 6, 2024
Long term bank facilities Care BB-; Stable
61While PGPL has not experienced any downgrading in our credit ratings during the six months period ended September
30, 2025 and the last three Fiscals, any downgrade in its credit ratings, or its inability to obtain such credit ratings in a
timely manner, or any non-availability of credit ratings or adverse ratings, could increase its borrowing costs and may
give its lenders the right to review the facilities availed by it under its financing arrangements. This may adversely affect
its access to capital and debt markets, which could in turn have an adverse impact on our interest margins, business,
results of operations, financial condition and cash flows.
49. Our future success will depend on our ability to effectively implement our business and growth strategies. Our failure
in effectively implementing our business and growth strategies may adversely affect our results of operations.
The diversification and expansion of our product portfolio is primarily driven by the needs of our customers and
technological advancements in our industry. Our success will depend, in large part, on our ability to effectively implement
our business and growth strategies. Our current strategies include (i) expanding our geographical network of CRUs and
targeting additional end-use industries; (ii) expanding our fleet of tankers to streamline our business operations; (iii)
capitalising on favourable industry tailwinds supporting growth in ethanol blended fuel consumption; (iv) capitalising on
favourable industry tailwinds supporting growth in increased CO2 consumption; and (v) strengthening sustainability,
ESG alignment and circular-economy based operations. For details, see ‘Our Business – Our Strategies’ on page 258.
We cannot assure you that we will be able to execute our strategies in a timely manner or within budget estimates or that
we will meet the expectations of our clients and other stakeholders. We believe that our business and growth strategies
will place significant demands on our senior management and other resources and will require us to develop and improve
operational, financial and other internal controls. Any inability to manage our business and growth strategies could
adversely affect our business, financial condition and results of operations. Further, our business is, to a large extent,
driven by our internal systems and control mechanism. Therefore, our continued growth is intrinsically linked to our
being able to maintain adequate internal systems, processes and controls and our failure to maintain such systems could
be an impediment to our growth.
Our inability to maintain our growth or failure to successfully implement our growth strategies within time and cost
expectations could have an adverse impact on the results of our operations, our financial condition and our business
prospects.
50. Failure to keep our technical knowledge confidential could erode our competitive advantage.
Our technical knowledge has helped us in managing our operations and manufacturing. Such technical knowledge has
been built up through our own experiences and through our research. Our technical knowledge is a significant
independent asset, which may not be adequately protected by intellectual property rights. Some of our technical
knowledge is protected only by secrecy. As a result, we cannot be certain that our technical knowledge will remain
confidential in the long run.
Certain proprietary knowledge may get leaked, either inadvertently or wilfully, at various stages. A significant number
of our employees have access to confidential 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. Further, even if we are
able to enforce such non-disclosure provisions, the confidential information in respect of our solution offerings or
business that becomes available to third parties or to the general public, could erode any competitive advantage we may
have over our peers. Consequently, any leakage of confidential technical information could have an adverse effect on our
business, results of operations, financial condition and future prospects. While there have been no such instances in the
past, there can be no assurance that such event will not occur in future.
Further, in our ordinary course of business we possess confidential information in relation to our customers. If such
confidential information pertaining to our customers is leaked or misappropriated our customers could, in addition to
terminating their relationship with our Company, also have significant claims against us. If we are held to be liable for
the misappropriation of confidential information or the intellectual property of our customers against us, it could have a
material adverse effect on our business, financial condition and results of operations. Even if such assertions against us
are unsuccessful, they may cause reputational harm and may cause us to incur substantial cost. While there have been no
such instances during the six months period ended September 30, 2025, and in Fiscal 2025, Fiscal 2024, and Fiscal 2023,
there can be no assurance that such event will not occur in future.
51. We may be unable to adequately obtain, maintain, protect and enforce our intellectual property rights. We may also
be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business
and operations.
62We rely on a combination of intellectual property laws and contractual arrangements to protect our proprietary rights and
as on the date of this Draft Red Herring Prospectus, we have obtained registrations for 2 trademarks under the Trade
Marks Act, 1999, which include the registered ‘Pancarbo’ wordmark, and the registered logo of our Company.
For further details, see “Our Business – Intellectual Property” on page 277 of this Draft Red Herring Prospectus.
It is often difficult to register, maintain and enforce intellectual property rights in India. Statutory laws and regulations
are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance
on statutory interpretation. Any claim of intellectual property infringement from third parties, regardless of merit or
resolution of such claims, could force us to incur significant costs in responding to, defending, and resolving such claims,
and may divert the efforts and attention of our management and technical personnel away from our business. Protecting
the intellectual properties of our Company is critical for maintaining competitive advantage and brand value in the
industry in which we operate. Our inability to obtain or maintain our trademarks in our business, could adversely affect
our reputation, goodwill, business prospectus, and results of operations.
Policing any unauthorized use of our intellectual property is difficult and costly and the steps we have taken may be
inadequate to prevent the misappropriation of our intellectual property. While we have not faced any such instances of
intellectual property-related litigation in the six months period ended September 30, 2025 and Fiscals 2025, 2024 and
2023 that led to any material adverse impact on our business and operations, in the event that we resort to litigation to
enforce our intellectual property rights in the future, such litigation could result in substantial costs and a diversion of our
managerial and financial resources. There can be no assurance that we will prevail in such litigation.
52. Our Company’s operations are subject to varied business risks and our Company’s insurance cover may prove
inadequate to cover the economic losses of our Company.
Our Company’s operations are subject to various risks and hazards which may adversely affect revenue generation and
profitability of our Company. While our Company believes that it has taken adequate safeguards to protect our
Company’s assets from various risks inherent in our Company’s business, including by purchasing and maintaining
relevant insurance cover, it is possible that our Company’s insurance cover may not provide adequate coverage in certain
circumstances. The details of our total insurance coverage vis-à-vis our net assets as at September 30, 2025, March 31,
2025, March 31, 2024, and March 31, 2023, is set out below:
For the six months
Particulars period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Total tangible assets (₹ in lakhs)* 21,842.25 20,685.69 19,510.33 8,169.44
Insurance coverage (₹ in lakhs)# 30,083.43 31,615.77 24,547.78 16,060.19
Insurance coverage, as a % of total 137.73 152.84 125.82 196.59
tangible assets (in %)
* Total Tangible Assets = Net value of property, plant and equipment including tangible capital work-in-progress and inventories, but
does not include freehold land
# Insurance Coverage shall be sum of all insurance coverage amount in relation to tangible assets.
For further details, please see ‘Our Business – Insurance’ on page 278 .
While our Company believes that we maintain sufficient insurance cover by virtue of maintaining insurance policies,
certain types of losses may be either uninsurable, not economically viable to insure or not offered for insurance, such as
losses due to acts of terrorism or war. If any uninsured loss occurs, our Company could lose our investment in, as well
as anticipated profits and cash flows from the asset. In addition, even if any such loss is insured, there may be a significant
deductible on any claim for recovery prior to our insurer being obligated to reimburse us for the loss, or the amount of
the loss may exceed our coverage for the loss. Further, even in the case of an insured risk occurring there can be no
assurance that our Company will be successful in claiming insurance in part or full, or that the insurance purchased by
us will be sufficient to cover the loss occasioned by the risk. Any loss that is not covered by insurance, or for which our
Company is unable to successfully claim insurance, or which is in excess of the insurance cover could, in addition to
damaging our Company’s reputation, have an adverse effect on our Company’s business, cash flows, financial condition
and results of operation. During the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023,
our Company has raised 24 claims of insurance, aggregating to a claim amount of ₹ 77.84 lakhs, for accidental damages
to our CO2 transportation tankers, plant and machinery and workmen compensation, of which we have received ₹ 50.20
lakhs as claim disbursements. We cannot assure you that such deductions in relation to the disbursement of our insurance
63claims will not occur in the future. Further, an insurance claim once made could lead to an increase in our Company’s
insurance premium.
In addition, our Company’s insurance coverage expires from time to time. Our Company will apply for the renewal of
our insurance coverage in the normal course of its business, but our Company cannot assure you that such renewals will
be granted in a timely manner, at acceptable cost or at all. Where there are no such instances during the six months period
ended September 30, 2025, and during the last three Fiscals where applications made by our Company for renewal of
insurances were not granted in a timely manner, at acceptable cost or at all, we cannot assure you that such renewals will
be granted in a timely manner, at acceptable cost or at all. To the extent that our Company suffer loss or damage for
which it did not obtain or maintain insurance, and which is not covered by insurance or exceeds our Company’s insurance
coverage or where its insurance claims are rejected, the loss would have to be borne by our Company and its results of
operations, cash flows and financial condition may be adversely affected.
53. None of our directors 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.
Our board of directors comprises 2 executive directors, 2 non-executive director and 4 independent directors. None of
our directors were associated with listed companies and therefore lack the experience of being directors in listed
companies. Although, all our independent 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, majority of our 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 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. The lack of experience of our independent directors, of having been 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. Any lack of experience of our Directors in managing the specific demands of a listed entity, including
compliance with SEBI Listing Regulations and other statutory requirements, may affect the efficiency of decision-making
processes and the overall governance of our Company. Further, any non-compliance or delays compliance with regulatory
requirement may expose our Company to monetary penalties which may further result in loss of reputation, and could
have an adverse effect on our business, financial condition, and results of operations.
54. Our Promoters, who are also the Selling Shareholders, have subscribed to, and purchased, Equity Shares, at a price
which could be below the Offer Price. The average cost of acquisition of Equity Shares by our Promoters could also
be lower than the Offer Price.
Our Promoters, who are also the Selling Shareholders, have acquired Equity Shares at a price which could be below the
Offer Price. For more details see ‘Capital Structure’ on page 110.
The average cost of acquisition of Equity Shares by our Promoters (Average Cost of Acquisition) is set out below:
Name Number of Equity Shares acquired Average Cost of Acquisition per
Equity Share (in ₹)*
Promoters^
Davinder Singh Kohli 90,39,030 1.14
Amrit Paul Singh Kohli 80,21,310 1.19
Jatinder Kaur Kohli 10,40,270 0.91
Inder Pal Kaur Kohli 20,77,460 1.22
^ Also the Promoter Selling Shareholders
* As certified by SSP & Company, Chartered Accountant, Statutory Auditors of our Company through certificate dated
March 31, 2026.
The aforementioned average cost of acquisition of Equity Shares by our Promoters may be lower than the Offer Price.
The Offer Price is not indicative of the price at which our Company has issued the Equity Shares in the past or that will
prevail in the open market following listing of the Equity Shares.
55. Our Company had issued bonus shares on February 27, 2026 in the proportion of 10:1, i.e., 10 Equity Shars each for
every 1 Equity Share each held by existing equity Shareholders of the Company. There can be no assurance that our
64Company will be in a position to declare bonus in the future. Our ability to declare and issue bonus in the future may
be affected by any material adverse effect on our future earnings, financial condition or cash flows.
On February 27, 2026, our Company had issued bonus shares in the ratio of 10 (ten) Equity Shares for every 1 (one)
Equity Share held by the Shareholders, utilizing its reserves, including accumulated retained earnings. The bonus issue
was authorized by a resolution passed by the Shareholders at the EGM held on January 31, 2026. For further details, see
“Capital Structure –Equity Share capital history of our Company” on page 111.
Prior to the bonus issue the Company had a surplus in the general reserves (free reserves) of ₹ 2,807.95 lakhs existing in
the books of accounts of the Company as on January 31, 2026, which was adequate for the issuance of bonus shares of
the Company and the Company has capitalized a sum of ₹ 2,087.34 lakhs of its surplus in general reserve account as on
February 27, 2026 to issue 2,08,73,400 Equity Shares of ₹ 10 each, under a bonus issue in the ratio of 10 (ten) Equity
Shares for every 1 (One) Equity Share.
While this issue was in accordance with applicable laws and did not adversely impact the financial position of our
Company, the ability to declare and issue bonuses in the future will depend on the availability of sufficient reserves, our
Company's profitability, and compliance with applicable regulations at the time. There is no guarantee that our Company
will be able to issue bonus shares in the future, as it will require the availability of adequate reserves and may be subject
to legal requirements, and corporate approvals. Any future bonus issues could also impact our Company's financial
flexibility and its ability to distribute profits in other forms
56. Any failure to obtain, renew and maintain requisite statutory and regulatory permits, licenses and approvals for our
operations from time to time may adversely affect our business.
In terms of applicable laws, we require various statutory and regulatory permits, licenses, registrations, certifications,
consents and approvals to carry out our business and operations (cumulatively, the Approvals). A majority of these
Approvals are granted for a limited duration and must be periodically renewed. Further, while we have applied for some
of these Approvals, we cannot assure you that such Approvals will be issued or granted to us in a timely manner, or at
all. If we do not receive these Approvals or if we are unable to renew the Approvals in a timely manner, or at all, then
our business and operations may be adversely affected. While there have been no such instances of rejection of application
for Approvals or delay in obtaining Approvals in the six months period ended September 30, 2025 and in Fiscals 2025,
2024 and 2023, we cannot assure you that such an event will not occur in the future or occurrence of such an event will
not adversely affect our business. For details, see ‘Government and Other Approvals’ at page 453.
Moreover, the Approvals are subject to numerous conditions and there can be no assurance that these Approvals will not
be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof,
or pursuant to any regulatory action. Suspension or revocation of the Approvals by the relevant regulatory authority,
either on account of non-compliance or otherwise, would impair our Company’s operations and, consequently, have an
adverse effect on our business, cash flows and financial condition. Our Company may also be liable to monetary penalties
and concerned officers in default may be subject to imprisonment. While there have not been any cases during the six
months period ended September 30, 2025, and in Fiscal 2025, Fiscal 2024, and Fiscal 2023 where our Approvals were
suspended or revoked, we cannot assure you that such an event will not occur in future.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law,
regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited body, of
administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability
of our current business or restrict our ability to grow our business in the future. Further, if we are affected, directly or
indirectly, by the application or interpretation of any provision of such laws and regulations or any related proceedings
or are required to bear any costs in order to comply with such provisions or to defend such proceedings, our business and
financial performance may be adversely affected.
57. Failures in internal control systems could cause operational errors which may have an adverse impact on our
profitability.
We are responsible for establishing and maintaining adequate internal control measures commensurate with the size and
complexity of operations. Internal control systems comprising policies and procedures are designed to ensure sound
management of our operations, safekeeping of our assets, optimal utilization of resources, reliability of our financial
information and compliance. Maintaining such internal controls requires human diligence and compliance and is
therefore subject to lapses in judgment and failures that result from human error. Any lapses in judgment or failures that
65result from human error can affect the accuracy of our financial reporting, resulting in a loss of investor confidence and
a decline in the price of our equity shares.
While we believe that we have adequate controls, we are exposed to operational risks arising from the potential
inadequacy or failure of internal processes or systems, and our actions may not be sufficient to guarantee effective internal
controls in all circumstances. Given the size of our operations, it is possible that errors may repeat or compound before
they are discovered and rectified. Our management information systems and internal control procedures that are designed
to monitor our operations and overall compliance may not identify every instance of non-compliance or every suspicious
transaction. While there have been no such instances in the six months period ended September 30, 2025 and the three
preceding Fiscals, if internal control weaknesses are identified, our actions may not be sufficient to correct such internal
control weakness. These factors may have an adverse effect on our reputation, business, results of operations, cash flows
and financial condition. 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.
58. Our business is exposed to foreign exchange fluctuations, delays in realisation of export proceeds and risks arising
from foreign currency borrowings, which may adversely affect our financial condition and results of operations.
Our exposure to the risk of changes in foreign exchange rates relates to our operating activities, when revenue and
expenses are denominated in a different currency from our Company’s functional currency, which is the Indian Rupee.
We have expanded our operations to the sale of purchase of goods and/or services to Sri Lanka, Nepal, Zambia and
Morrocco.
The table below provides our revenue from operations generated in currency other than Indian Rupees for the periods
indicated:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operations operations operations operations
Revenue - - 96.87 0.20 246.08 1.80 300.30 2.72
from
operations
generated in
currency
other than
Indian
Rupees
The table below provides our foreign exchange gain/loss (net) and as a percentage of revenue from operations:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operations operations operations operations
Foreign 0.08 0.00 1.30 0.00 2.23 0.02 0.81 0.01
Exchange
gain / loss
(net)
66We are exposed to foreign exchange fluctuations. The exchange rate between the Indian Rupee and foreign currencies,
primarily the USD, 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. For example, during times of strengthening of the Indian Rupee, we
expect that our revenue from offerings from markets outside India will generally be negatively impacted as foreign
currency received will be translated into fewer Indian Rupees. However, the converse positive effect of depreciation in
the Indian Rupee may not be sustained or may not show an appreciable impact in our results of operations in any given
financial period due to other variables impacting our business and results of operations during the same period.
Accordingly, any appreciation or depreciation of the Indian Rupee against these currencies can impact our results of
operations. We remain exposed to foreign exchange fluctuations and may be required to recognize losses or make
provisions for such differences in accordance with applicable accounting standards, which could adversely affect our
business, results of operations, cash flows and financial condition. Also see “- Foreign exchange risks could affect the
proceeds received by Equity Shareholders outside India” on page 79.
Further, certain of our export receivables have been subject to delays in realisation, and we have sought extensions from
our authorised dealer bank under applicable FEMA regulations for receipt of such proceeds. Any continued delay or
failure in realisation of export proceeds may expose us to regulatory action and adversely impact our liquidity and cash
flows.
Our Company has further availed a cash credit facility denominated in foreign currency from our banking partner for
meeting our working capital requirements. While foreign currency borrowings may offer certain benefits, including lower
interest rates linked to internationally benchmarked rates and potential hedging advantages, such facilities expose us to
risks arising from fluctuations in foreign exchange rates.
Any adverse movement in exchange rates may increase our repayment obligations and finance costs, and may result in
losses on account of revaluation of such foreign currency liabilities. Further, while such borrowings may partially offset
certain foreign currency exposures, there can be no assurance that such natural hedging will be effective at all times or
fully mitigate our exposure to currency fluctuations. In addition, such facilities are subject to compliance with applicable
regulatory requirements prescribed by the Reserve Bank of India, and any non-compliance or changes in such regulations
may affect our ability to continue to avail or service such facilities. Further, any volatility in global interest rates may
also impact the cost of such borrowings.
While we have availed such foreign currency facilities as part of our treasury and working capital management strategy,
there can be no assurance that such strategy will be effective in managing our financial risks. Any adverse impact arising
from exchange rate fluctuations, changes in interest rates or regulatory requirements may have a material adverse effect
on our business, financial condition and results of operations.
59. Regulatory or legislative developments regarding privacy and data security matters could adversely affect our ability
to conduct our business and impact our financial condition.
Several domestic and international laws and regulations address privacy and the collection, storing, sharing, use,
disclosure, and protection of certain types of data. These laws, rules, and regulations evolve frequently, and their scope
may continually change, through new legislation, amendments to existing legislation, and changes in enforcement.
Changes in laws or regulations relating to privacy, data protection, and information security, particularly any new or
modified laws or regulations, or changes to the interpretation or enforcement of such laws or regulations, that require
enhanced protection of certain types of data or new obligations with regard to data retention, transfer, or disclosure, could
increase our operating expenses and have an adverse impact on our financial condition. For further details, see “Our
Business – Information Technology” on page 277.
As part of our Company’s operations, it is required to comply with the Information Technology Act, 2000 and the rules
thereof, which provide for civil and criminal liability including compensation, fines, and imprisonment for various
offences. These include offences relating to unauthorized access to computer systems, damaging such systems or
modifying their contents without authorization, unauthorized disclosure of confidential information and commission of
fraudulent acts through computers. In April 2011, the Ministry of Electronics and Information Technology notified the
Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information)
Rules, 2011 (IT Personal Data Protection Rules) under Section 43A of the Information Technology Act, 2000 and again
in February 2021 notified the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules,
2021 (Intermediary Guidelines) under Section 87 of the Information Technology Act, 2000. The IT Personal Data
Protection Rules prescribe directions for the collection, disclosure, transfer, and protection of sensitive personal data. The
Digital Personal Data Protection Act, 2023 requires companies that collect and deal with high volumes of personal data
to fulfil certain additional obligations such as appointment of a data protection officer for grievance redressal. Further,
67requirement to comply with privacy, data protection, and information security, of overseas jurisdictions in which we
operate or changes to the interpretation or enforcement of such laws or regulations, that require enhanced protection of
certain types of data or new obligations with regard to data retention, transfer, or disclosure, could require us to modify
our existing systems or invest in new technologies to ensure compliance with such applicable laws, which may require
us to incur additional expenses. Our Company 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, results of operations and prospects.
Our Company uses standard office automation tools for documentation and communication, and maintain appropriate IT
security and backup systems, which are periodically upgraded to support operational efficiency and business continuity.
Our Company’s failure to adhere to or successfully protect the privacy of our clients could result in legal liability or
impairment to our reputation, which could have a material adverse effect on our business, financial condition and results
of operations. While there has been no such instance in the six months period ended September 30, 2025, and the last
three Fiscals, any failure or perceived failure by us to prevent information security breaches or to comply with privacy
policies or privacy-related legal and contractual obligations could cause our clients to lose trust in us and our services.
Any perception that the privacy of information is unsafe or vulnerable when using our services, could damage our
reputation and substantially harm our business. If we do not allocate and effectively manage the resources necessary to
implement and sustain the proper IT infrastructure, we could be subject to transaction errors, processing inefficiencies
and, in some instances, loss of customers. Challenges relating to the revamping or implementation of new IT structures
can also subject us to certain errors, inefficiencies, disruptions and, in some instances, loss of customers. Our IT systems,
and the systems of our third party IT service providers may also be vulnerable to a variety of interruptions due to events
beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures,
computer viruses, hackers and other security issues.
60. We will not receive any proceeds from the Offer for Sale. The Promoter Selling Shareholders will receive the net
proceeds from the Offer for Sale.
The Offer consists of a Fresh Issue and an Offer for Sale. The Offer for Sale comprises [●]^ of the total Offer size. The
Promoter Selling Shareholders will be entitled to the Net Proceeds from the Offer for Sale, which comprises proceeds
from the Offer for Sale net of Offer Expenses to be shared by the Promoter Selling Shareholders, and we will not receive
any proceeds from the Offer for Sale. For further information, see ‘Objects of the Offer’ on page 136.
^Subject to finalisation of the Basis of Allotment.
61. Our Promoters will, even after the completion of the Offer, continue to be our largest Shareholders and can influence
the outcome of resolutions, which may potentially involve conflict of interest with the other Shareholders.
As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 2,01,78,070 Equity Shares of face
value of ₹10 each, equivalent to 87.88% of the issued, subscribed and paid-up Equity Share capital of our Company.
Additionally, they will continue to hold [●]%^ of the equity share capital after the completion of this Offer. Accordingly,
our Promoters, collectively, will have the ability to significantly influence our corporate decision-making process. This
will include the ability to appoint Directors on our Board and the right to approve significant actions at the Board and at
the Shareholders’ meetings, including the issue of Equity Shares and dividend payments, business plans, mergers and
acquisitions, any consolidation or joint venture arrangements and any amendment to the constitutional documents. Our
Company cannot assure you that the interest of the Promoters in any such scenario will not conflict with the interest of
other Shareholders or with our Company’s interests. Any such conflict may adversely affect our Company’s ability to
execute its business strategy or to operate our Company’s business effectively or in the best interests of the other
Shareholders of our Company.
^Subject to finalisation of the Basis of Allotment.
62. Our Promoters have interests in our Company other than reimbursement of expenses incurred and benefits.
Our Promoters may be regarded as having an interest in our Company other than reimbursement of expenses incurred or
benefits. Our Promoters are interested in our Company to the extent (i) that they have promoted our Company, (ii) to the
extent of their respective shareholding in our Company, the shareholding of their relatives and entities in which our
Promoters are interested which hold Equity Shares in our Company and shareholding of our Subsidiaries; and (iii) the
dividends payable and any other distributions in respect of their shareholding in our Company and our Subsidiaries.
Further, our Promoters who are also Directors and/or Key Managerial Personnel of our Company, may be deemed to be
interested in the terms of their appointment as such, including in relation to benefits, remuneration, reimbursement of
expenses, etc., payable to them, if any, in their capacity as Directors and/or Key Managerial Personnel. Our Promoters,
68namely, Amrit Paul Singh Kohli, Davinder Singh Kohli, Inder Pal Kaur Kohli and Jatinder Kaur Kohli have extended
personal guarantees in favour of our lenders to secure the borrowings availed by our Company and may be deemed to be
interested to that extent, and have also from time-to-time extended unsecured loans to our Company and are interested to
the extent of repayment of such amounts. For further details, see “Our Promoters and Promoter Group” and “Restated
Consolidated Financial Information – Note 34 – Related Party Disclosures” on pages 316 and 376, respectively.
Additionally, one of our Promoters, Jatinder Kaur Kohli, has also leased the land for our Corporate Office to our
Company, and is interested to the extent of the lease rent payments. For further details, see “- Certain of our properties,
including our registered office, corporate office, business office and one of our CO₂ recovery units, have been leased
from related parties, which may give rise to potential conflicts of interest” and “Our Promoters and Promoter Group”
on pages 44 and 316, respectively. Our Company cannot assure you that any of our Promoters will continue to exercise
their rights as shareholders to the benefit and best interest of our Company. For further details, see ‘Our Promoters and
Promoter Group’ on page 316.
63. The objects of the Offer for which funds are being raised have not been appraised by any bank or financial institution
and are based on management estimates. Any revision in the estimates may require us to reschedule our expenditure
and may have a bearing on our expected revenues and earnings. Further, if there are any delays or cost overruns, our
business, financial condition and results of operations may be adversely affected.
Our funding requirements and proposed deployment of Net Proceeds, as set out in the section ‘Objects of the Offer’ at
page 136, are based on internal management estimates based on current market conditions and historic level of
expenditures and have not been appraised by any bank or financial institution. Our funding requirements are based on
our current business plan and may vary based on various factors including macro-economic and other changes. In view
of the dynamic nature of the industry in which we operate, we may have to revise our business plan from time to time
and, consequently, the funding requirement and the utilization of proceeds from the Offer may also change. This may
also include rescheduling the proposed utilization of the Offer Proceeds at the discretion of our management without
obtaining Shareholders’ approval. We may make necessary changes to utilisation of the Offer Proceeds in compliance
with the provisions of the Companies Act. In the event of any variation in actual utilization of the Offer Proceeds, any
increased fund deployment for a particular activity may be met from funds earmarked from any other activity and, or,
from our internal accruals thereby resulting in a reduction of expected returns and margins of our Company. Further, any
such revision in the estimates may require us to revise our projected expenditure which may have a bearing on our
profitability. In addition to this, the estimates of the management may be inaccurate, and we may require additional funds
to implement the purposes of the Offer. Our Company will appoint the monitoring agency for monitoring the utilization
of the Gross Proceeds from the Fresh Issue, in compliance with Regulation 41 of the SEBI ICDR Regulations, prior to
filing of the Red Herring Prospectus with the RoC. For details, see “Objects of the Offer–Monitoring of utilization of
funds” on page 169 of this Draft Red Herring Prospectus.
64. This Draft Red Herring Prospectus contains information from an industry report prepared by Dun & Bradstreet,
which we have commissioned and paid for.
This Draft Red Herring Prospectus includes industry related information that is derived from the Dun & Bradstreet
Report, prepared by Dun & Bradstreet, a research house, pursuant to an engagement with our Company through an
engagement contract dated December 06, 2025. Dun & Bradstreet has advised that while it has taken due care and caution
in preparing the commissioned report, which is based on information obtained from sources that it considers reliable
(Information), it does not guarantee the accuracy, adequacy or completeness of the Information and disclaims
responsibility for any errors or omissions in the Information or for the results obtained from the use of the Information.
The Dun & Bradstreet Report also highlights certain industry and market data, which may be subject to estimates and,
or, assumptions. There are no standard data gathering methodologies in the industry in which we conduct our business,
and methodologies and assumptions vary widely among different industry sources. Further, such estimates and, or,
assumptions may change based on various factors. We cannot assure you that Dun & Bradstreet’s estimates and, or,
assumptions are correct or will not change and, accordingly, our position in the market may differ from that presented in
this Draft Red Herring Prospectus. Additionally, some of the data and information in the Dun & Bradstreet Report are
also based on discussions / conversations with industry sources. Industry sources and publications are also prepared based
on information as of specific dates and may not be current or reflect current trends. Industry sources and publications
may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect.
Further, the Dun & Bradstreet Report is not a recommendation to invest or disinvest in our Company. Dun & Bradstreet
has disclaimed all financial liability in case of any loss suffered on account of reliance on any information contained in
the Dun & Bradstreet Report.
65. Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and financial
condition.
69Our operations may be subject to incidents of theft or damage to inventory in transit and prior to or during stocking.
While we have not experienced any instance of theft, fraud, employee negligence and resultant loss in the past, the
business may encounter some inventory loss on account of employee theft, vendor fraud and general administrative error,
in the future. There can be no assurance that we will not experience any fraud, theft, employee negligence, security lapse,
loss in transit or similar incidents in the future, which could adversely affect our results of operations and financial
condition. Additionally, losses due to theft, fire, breakage or damage caused by other casualties, theft of confidential
information such as manufacturing processes, customers and product formulations, could adversely affect our results of
operations and financial condition.
66. We have, in the last year, issued Equity Shares at a price that could be lower than the Offer Price.
In the preceding one year from the date of this Draft Red Herring Prospectus, our Company has issued Equity Shares at
a price that may be lower than the Offer Price. The price at which Equity Shares have been issued by our Company in
the preceding one year is not indicative of the price at which they will be issued or traded after listing. For details on such
allotments, see “Capital Structure –Notes to Capital Structure –Share capital history of our Company” on page 111.
67. Certain non-GAAP financial measures and certain other statistical information relating to our operations and
financial performance like Return on Net Worth, Net worth, Net Asset Value (“NAV”), Return on Equity (RoE), PAT
margin, Net tangible assets, Monetary assets, Monetary assets as a percentage of Net tangible assets, Operating Profit,
EBITDA, EBITDA Margin, Operating Cash Flow to EBITDA and Gross Fixed Asset Turnover Ratio 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 such as Return on Net Worth, Net worth, Net Asset Value (“NAV”), Return on Equity (RoE), PAT margin,
Net tangible assets, Monetary assets, Monetary assets as a percentage of Net tangible assets, Operating Profit, EBITDA,
EBITDA Margin, Operating Cash Flow to EBITDA and Gross Fixed Asset Turnover Ratio have been included in this
Draft Red Herring Prospectus. 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. These non-GAAP financial measures 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.
68. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which
may be material to the Restated Consolidated Financial Information prepared and presented in accordance with SEBI
ICDR Regulations contained in this Draft Red Herring Prospectus.
We have not attempted to quantify the impact of U.S. GAAP or any other system of accounting principles on the Restated
Consolidated Financial Information, prepared and presented in accordance with Ind AS for Fiscals 2025, 2024, and 2023,
included in this Draft Red Prospectus, nor do we provide a reconciliation of our financial statements to those of U.S.
GAAP or any other accounting principles. U.S. GAAP differs in significant respects from Ind AS. Accordingly, the
degree to which the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus will
provide meaningful information is entirely dependent on the reader's level of familiarity with Ind AS and SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented
in this Draft Red Herring Prospectus should accordingly be limited. Additionally, Ind AS differs in certain respects from
IFRS and therefore financial statements prepared under Ind AS may be substantially different from financial statements
prepared under IFRS. Any reliance by persons not familiar with Indian accounting practices, Ind AS, the Companies Act
and the SEBI ICDR Regulations, on the financial disclosures presented in this Draft Red Herring Prospectus should be
limited accordingly.
69. Our Company has not paid dividends during the last three 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 ability to pay dividends in the
future may be affected by any material adverse effect on our future earnings, financial condition or cash flows.
70The declaration and payment of dividends, if any, will be recommended by the Board of Directors and approved by the
Shareholders, at their discretion, subject to the provisions of the Articles of Association and other applicable laws,
including the Companies Act. Our Company has not paid dividends on its Equity Shares for Fiscal 2025, 2024 and 2023
and during the current Fiscal. Our ability to pay dividends in the future will depend on our earnings, financial condition,
cash flow, cash requirements, capital expenditure, business prospects and restrictive covenants of our financing
arrangements. Further, our Promoters will continue to hold a significant portion of our post-Issue paid-up Equity Share
capital and may have a significant ability to control the payment and/or the rate of dividends. Therefore, our Company
cannot assure you that it will be able to declare dividends, of any particular amount or with any frequency in the future.
For further details, see “- Our Promoters will, even after the completion of the Offer, continue to be our largest
Shareholders and can influence the outcome of resolutions, which may potentially involve conflict of interest with the
other Shareholders.” and “Dividend Policy” on pages 68 and 324, respectively.
70. Conflicts of interest may arise out of common pursuits between our Company and one of our Subsidiaries, in which
some of our Promoters and Directors have interest.
There are common pursuits amongst our Company and one of our Subsidiaries, i.e., Punjab Fusion Private Limited
(“PFPL”), by virtue of engagement in similar business activities. The objects of the memorandum of association of PFPL
permits it to undertake business activities that are similar to our Company. Further, some of our Promoters and Directors
also have an interest in this entity to the extent of their directorships in PFPL. Whilst we cannot assure you that a conflict
of interest will not arise if this entity decides to pursue such activities in future, our Company shall adopt necessary
procedures and practices as permitted by law and regulatory guidelines to address any instances of conflict of interest, if
and when they arise.
71. Health, safety and environmental matters, including compliance with environmental laws and remediation of
contamination, could result in substantially increased capital requirements and operating costs.
Our business and operations are subject to laws, regulations and contractual commitments relating to health, safety and
the environment and our operations generate pollutants and waste, some of which are hazardous. These laws, regulations
and contractual commitments concern air emissions, wastewater discharges, solid and hazardous waste material handling
and disposal, worker health and safety, and the investigation and remediation of contamination or other environmental
restoration. The risks of substantial costs and liabilities related to these laws and regulations are an inherent part of our
business, and future conditions and contamination may develop, arise or be discovered that create substantial
environmental compliance, remediation or restoration liabilities and costs. Other developments, such as increased
requirements of environmental, health and safety laws and regulations, increasingly strict enforcement thereof by
governmental authorities, and claims for damages to property or injury to persons resulting from the environmental,
health or safety impacts our operations or past contamination, could prevent or restrict some of our operations, require
the expenditure of significant funds to bring us into compliance, involve the imposition of clean up requirements and
give rise to civil or criminal liability. While we have taken the necessary approvals under the applicable laws there can
be no assurance that any legislation, regulation, enforcement or private claim will not be levied against us in the future
which may have a material adverse effect on our business, financial condition or results of operations. In the event that
production at any of the facilities in which we operate is partially or wholly prevented due to this type of sanction, our
business could suffer significantly, and its results of operations and financial condition could be materially and adversely
affected. While there have been no instances during the six months period ended September 30, 2025, and during the last
three Fiscals, there can be assurance that such events will not occur in the future. For details in relation to the applicable
laws and material approvals taken by our Company in relation to its business, see ‘Key Regulations and Policies in India’
and ‘Government and Other Approvals’ beginning at pages 280 and 453, respectively.
72. Pricing pressure may affect our gross margin, profitability and ability to increase our prices, which in turn may
materially adversely affect our business, results of operations and financial condition
Other than any potential price ceilings that may be set by GoI policies, we are exposed to the risk of pricing pressure to
the extent of products we supply, such as liquid CO , dry ice and ethanol, as well as the services offered under our project
2
engineering vertical. For such product and services, we are, and may be subject to, competitive pressures in terms of
pricing. Pursuing cost-cutting measures while maintaining rigorous quality standards may lead to an erosion of our
margins, which may have an adverse effect on our business, 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. Accordingly, we must be able to reduce our operating costs in order to maintain
profitability. Such price reductions may affect our sales and profit margins. If we are unable to offset price reductions in
the future through improved operating efficiencies, new production processes, sourcing alternatives and other cost
reduction initiatives, our business, results of operations and financial condition may be materially adversely affected. We
71cannot assure you that we will be able to avoid future 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, which may adversely affect our business,
financial condition and results of operations
EXTERNAL RISKS
73. The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid market for the
Equity Shares. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity
Shares at or above the Offer Price.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Indian Stock
Exchanges may not develop or be sustained after the Offer. Listing and quotation do not guarantee that a market for the
Equity Shares will develop, or if developed, there will be liquidity of such market for the Equity Shares. The Offer Price
of the Equity Shares may bear no relationship to the market price of the Equity Shares after the Offer. The market price
of the Equity Shares after the Offer can be volatile as a result of several factors beyond our control, including volatility
in the Indian and global securities markets, our results of operations, the performance of our competitors, developments
in the Indian and global industry in which we operate, changing perceptions in the market about investments in this sector
in India, investor perceptions of our future performance, adverse media reports about us or our sector, changes in the
estimates of our performance or recommendations by financial analysts, significant developments in India’s economic
liberalisation and deregulation policies, and significant developments in India’s fiscal regulations. In addition, the Stock
Exchanges may experience significant price and volume fluctuations, which may have a material adverse effect on the
market price of the Equity Shares. General or industry specific market conditions or stock performance or domestic or
international macroeconomic and geopolitical factors unrelated to our performance may also affect the price of the Equity
Shares. In particular, the stock market as a whole in the past has experienced extreme price and volume fluctuations that
have affected the market price of many companies in ways that may have been unrelated to the companies’ operating
performances. For these reasons, investors should not rely on recent trends to predict future share prices, results of
operations or cash flow and financial condition.
74. Upon listing, we may be subject to additional costs/unanticipated expenses arising from the obligations that a listed
public company has to comply with, under the applicable regulatory framework in India.
Our Company is not a publicly listed company and has not, historically, been subjected to the increased scrutiny of our
affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed
company, our Company will incur significant legal, accounting, corporate governance and other expenses that we did not
incur as an unlisted company. We expect that rules and regulations shall increase our legal and financial compliance costs
and make some activities more time-consuming and costly, although we are currently unable to estimate these costs with
any degree of certainty. Laws and regulations could also make it more difficult for us to attract and retain qualified
persons to serve on our board of directors, our board committees or as our senior management. Furthermore, if we are
unable to satisfy our obligations as a public company, we could be subject to delisting, fines, sanctions and other
regulatory action and potentially civil litigation. Any such action could adversely affect our business, financial condition
and results of operations and cash flow.
We will be subject to the SEBI Listing Regulations, which will require us to file audited annual and unaudited quarterly
reports with respect to our business and financial condition. If our Company experiences any delays, we may fail to
satisfy our reporting obligations and, or, we may not be able to readily determine and accordingly report any changes in
our Company’s results of operations as promptly as other listed companies. Further, as a publicly listed company, our
Company will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal
control over financial reporting, including keeping adequate records of daily transactions. In order to maintain and
improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting,
significant resources and management attention will be required. As a result, our management’s attention may be diverted
from our business concerns, which may adversely affect our business, prospects, results of operations and financial
condition. In addition, we may need to hire additional legal and accounting staff with appropriate experience and technical
accounting knowledge, but there can be no assurance that we shall be able to do so in a timely and efficient manner.
75. Any further issuance of Equity Shares, or convertible securities or other equity linked instruments by us may dilute
your shareholding.
Our Company may be required to finance our growth through future equity offerings. Any future equity issuances by our
Company, including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares
72including through exercise of employee stock options, may lead to the dilution of investors’ shareholdings in our
Company. Any future equity issuances by us or sales of the Equity Shares by the Promoters may adversely affect the
trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital
through offering of the Equity Shares or incurring additional debt. In addition, any perception by investors that such
issuances or sales might occur may also affect the market price of the Equity Shares. There can be no assurance that we
will not issue Equity Shares, convertible securities or securities linked to Equity Shares or that the Shareholders will not
dispose of, pledge or encumber their Equity Shares in the future.
76. Sale of Equity Shares by our Promoters in future may adversely affect the market price of the Equity Shares.
After the completion of the Offer, our Promoters will own a significant percentage of our Company’s issued Equity
Shares. Sale of a large number of the Equity Shares by the Promoters 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. No assurance can be given that our Promoters will not dispose of, pledge or encumber their
Equity Shares in the future.
77. There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely affect a
shareholder’s ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.
Following the Offer, our listed Equity Shares will be subject to a daily “circuit breaker” imposed on listed companies by
the Stock Exchanges, which does not allow transactions beyond certain volatility in the trading price of the Equity Shares.
This circuit breaker operates independently of the index-based market-wide circuit breakers generally imposed by SEBI
on Indian Stock Exchanges. The percentage limit on the Equity Shares’ circuit breaker will be set by the Stock Exchanges
based on historical volatility in the price and trading volume of the Equity Shares. The Stock Exchanges are not required
to inform our Company of the percentage limit of the circuit breaker, and they may change the limit without our
knowledge. This circuit breaker would effectively limit the upward and downward movements in the trading price of the
Equity Shares beyond the circuit breaker limit set by the Stock Exchanges. As a result of this circuit breaker, we cannot
give you any assurance regarding the ability of shareholders to sell Equity Shares or the price at which shareholders may
be able to sell their Equity Shares.
78. 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, our 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.
79. There is no guarantee that the Equity Shares will be listed on the BSE and the NSE in a timely manner or at all.
There is no guarantee that the Equity Shares will be listed on the BSE and the NSE in a timely manner or at all. In
accordance with Indian law, permission for listing and trading of the Equity Shares will not be granted until after certain
actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer. In
accordance with current regulations and circulars issued by SEBI, the Equity Shares are required to be listed on the BSE
and the NSE within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this
regard. However, we cannot assure you that the trading in the Equity Shares will commence in a timely manner or at all.
Any failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity
Shares. Further, there can be no assurance that the Equity Shares once listed will continue to remain listed on the Stock
Exchanges. Indian laws permit a company to delist its equity shares on compliance with prescribed procedures including
the requirement to obtain the approval of its shareholders. Further, certain instances of non-compliance with applicable
laws can result in the delisting of the Equity Shares. We cannot assure you, therefore, that the Equity Shares, once listed,
will continue to remain listed.
7380. You may not be able to immediately sell any of the Equity Shares you subscribe to in this Offer on an Indian Stock
Exchange.
The Equity Shares are proposed to be listed on the Stock Exchanges. Pursuant to Indian regulations, certain actions must
be completed before the Equity Shares can be listed and commence trading, including the crediting of the investor’s
demat accounts within the timeline specified under applicable law. Further, in accordance with Indian law, permission
for listing and trading of the Equity Shares will not be granted until after certain actions have been completed in relation
to this Offer and until Allotment of Equity Shares pursuant to this Offer. The Allotment of Equity Shares in the Offer and
the credit of Equity Shares to the investor’s demat account with the relevant depository participant and listing is expected
to be completed within the period as may be prescribed under applicable law. Any failure or delay in obtaining the
approvals or otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity
Shares. Our Company cannot assure you that the Equity Shares will be credited to investor’s demat accounts, or that
trading in the Equity Shares will commence, within the prescribed time periods or at all which could restrict your ability
to dispose of the Equity Shares.
81. 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 BRLM 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 BRLM. Furthermore, the Offer Price of the Equity Shares will be determined by our Company
in consultation with the Book Running Lead Manager through the Book Building Process. These will be based on
numerous factors, including factors as described under ‘Basis for Offer Price’ beginning on page 171 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 Book Running Lead Manager is
below their respective issue price. For further details, see ‘Other Regulatory and Statutory Disclosures – Price
information of past issues handled by the BRLM’ on page 466. 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 Company’s control. Our Company 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.
82. 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, fires, explosions,
infectious disease outbreaks such as the COVID-19 pandemic and man-made disasters, and 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 addition, certain regions in India have witnessed terrorist attacks and civil disturbances and it is possible that future
terrorist attacks or civil unrest, as well as other adverse social, economic and political events in India could have a negative
effect on us. Transportation facilities, including vehicles, may be targets of terrorist attacks, which could lead to, among
other things, increased insurance and security costs. Regional and global political or military tensions, or conflicts,
strained or altered foreign relations, protectionism and acts of war or the potential for war could also cause damage and
disruption to our business, which could materially and adversely affect our business, financial condition, cash flows and
results of operations. 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. We
may also face difficulty in accessing certain parts of India at certain times of the year or under adverse or inclement
weather conditions.
83. A slowdown in economic growth in India or any financial turmoil in other countries could adversely affect our
Company’s business.
The structure of the Indian economy has undergone considerable changes in the last decade. These include the increasing
importance of external trade and of external capital flows. Any slowdown in the growth of the Indian economy or
74manufacturing sector or any future volatility in global process could adversely affect our Company’s business, financial
condition and results of operations. India’s economy could be adversely affected by a general rise in interest rates,
fluctuations in currency exchange rates, adverse conditions affecting commodity and electricity prices or various other
factors.
Further, conditions outside India, such as slowdowns in the economic growth of other countries, could have an impact
on the growth of the Indian economy and government policy may change in response to such conditions. The Indian
economy and financial markets are also significantly influenced by worldwide economic, financial and market conditions.
Any financial turmoil, especially in the United States, France, Europe or China or Asian emerging market countries, may
have an impact on the Indian economy. Although economic conditions differ in each country, investors’ reactions to any
significant developments in one country can have adverse effects on the financial and market conditions in other
countries. A loss of investor confidence in the financial systems, particularly in other emerging markets, may cause
increased volatility in Indian financial markets, and could have an adverse effect on our Company’s business, financial
condition and results of operations and the price of the Equity Shares. There are also concerns that tightening of monetary
policy in emerging markets and some developed markets may lead to a moderation in global growth. 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 measures 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 disruption 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.
84. Adverse geopolitical conditions such as an increased tension between India and its neighbouring countries, Russia-
Ukraine conflict, continued conflict in the Middle East, 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 neighboring countries, resulting in any
military conflict in the region could adversely affect our business and operations. The recent air strikes between India
and Pakistan near the Punjab region underscore the potential for geopolitical tensions, which could disrupt our operations,
endanger assets and personnel, and materially affect our business and financial performance. Such events may lead to
countries including the Government of India imposing restrictions on the import or export, among others. Further,
ongoing global geopolitical conflicts and tensions, including the Russia–Ukraine conflict, escalating hostilities in the
Middle East involving Israel, the United States and Iran, and broader instability across the Middle East region, may
disrupt global supply chains, increase energy and commodity prices, and create volatility in international trade and
financial markets, which may adversely impact our business and operations. We could also be affected by the introduction
of or increase in the levy of import tariffs in India, 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. In August 2025, United States of America has levied tariffs at an ad valorem rate,
which along with the previous tariffs levied under the ‘Fair and Reciprocal Plan’ of the Government of the United States
of America, are at 50% on several Indian goods. On February 2, 2026, the Government of India announced that the United
States of America will be reducing tariff on Indian products to 18%. Further, on February 7, 2026, the Government of
India announced that India and the United States of America have reached a framework for an Interim Agreement
regarding reciprocal and mutually beneficial trade (Interim Agreement), The United States will apply a reciprocal tariff
rate of 18 percent under Executive Order 14257 of April 2, 2025 (Regulating Imports With a Reciprocal Tariff to Rectify
Trade Practices That Contribute to Large and Persistent Annual United States Goods Trade Deficits), as amended, on
various originating goods of India, including textile and apparel, leather and footwear, and plastic and rubber, and, subject
to the successful conclusion of the Interim Agreement, will remove the reciprocal tariff on a wide range of goods
identified in the Potential Tariff Adjustments for Aligned Partners Annex to Executive Order 14346 of September 5,
2025 (Modifying the Scope of Reciprocal Tariffs and Establishing Procedures for Implementing Trade and Security
Agreements), as amended, including generic pharmaceuticals and gems and diamonds. Further, India will receive a
preferential tariff rate quota for automotive parts subject to the tariff imposed to eliminate threats to national security
found in Proclamation 9888 of May 17, 2019 (Adjusting Imports of Automobiles and Automobile Parts Into the United
States), as amended. The rates of tariffs on Indian goods may vary in the future pursuant to any subsequent changes in
trade policies which may in turn adversely impact our business, financial condition and results of operations. Any such
measure which affects our business or reciprocal duties imposed on Indian services by China, USA or other countries
may adversely affect our results of operations and financial condition.
85. Political, economic or other factors that are beyond our control may have an adverse effect on our business and results
of operations.
75We are incorporated in India, and our operations are located in India. As a result, we are highly dependent on prevailing
economic conditions in India and other economies and our results of operations and cash flows are significantly affected
by factors influencing the Indian and global economies.
Other factors that may adversely affect the economy, and hence our results of operations and cash flows, may include:
a. high rates of inflation in India could increase our costs without proportionately increasing our revenue, and as such
decrease our operating margins;
b. any slowdown in economic growth or financial instability in India and in countries where we operate our business;
c. any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or
repatriate currency or export assets;
d. any scarcity of credit or other financing, resulting in an adverse impact on economic conditions and scarcity of
financing for our expansions;
e. macroeconomic factors and central bank regulation, including in relation to interest rates movements which may in
turn adversely impact our access to capital and increase our borrowing costs;
f. prevailing income conditions among consumers and corporates;
g. changes in existing laws and regulations in India and in countries where we operate our business;
h. political instability, terrorism or military conflict in the region or globally, including in various neighbouring
countries; and
i. instability in financial markets.
86. Governmental actions and changes in policy could adversely affect our Company’s business.
The Government of India and the State Governments in India have broad powers to affect the Indian economy and our
business in numerous ways. Additionally, change in policies in the countries to which we export, may affect our business.
Any change in the existing policies of Government of India and/or State Government, or foreign government policies, or
new policies affecting the economy of India, where we operate our business, could adversely affect our business
operations. Moreover, we also cannot assure you that the Central Government or State Governments in India, or foreign
government in countries where we operate will not implement new regulations and policies which will require us to
obtain additional approvals and licenses from the Government and other regulatory bodies or impose onerous
requirements and conditions on our operations. We cannot predict the terms of any new policy, and we cannot assure you
that such a policy will not be onerous. Such a new policy may also adversely affect our business, cash flows, financial
condition and prospects.
87. We may be affected by competition law in India and any adverse application or interpretation of the Competition Act
could adversely affect our business.
The Competition Act, 2002, of India, as amended (Competition Act) regulates practices having an appreciable adverse
effect on competition (AAEC) in the relevant market in India. Under the Competition Act, any formal or informal
arrangement, understanding or action in concert, which causes or is likely to cause an AAEC is considered void and
results in the imposition of substantial penalties. Further, any agreement among competitors which directly or indirectly
involves the determination of purchase or sale prices, limits or controls production, shares the market by way of
geographical area or number of guests in the relevant market or directly or indirectly results in bid-rigging or collusive
bidding is presumed to have an AAEC in the relevant market in India and is considered void. The Competition Act also
prohibits abuse of a dominant position by any enterprise. On March 4, 2011, the Government issued and brought into
force the combination regulation (merger control) provisions under the Competition Act with effect from June 1, 2011.
These provisions require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross
the prescribed asset and turnover based thresholds to be mandatorily notified to and pre-approved by the Competition
Commission of India (CCI). Additionally, on May 11, 2011, the CCI issued Competition Commission of India (Procedure
in regard to the transaction of business relating to combinations) Regulations, 2011, as amended, which sets out the
mechanism for implementation of the merger control regime in India. The Competition Act aims to, among others,
prohibit all agreements and transactions which may have an AAEC in India. Consequently, all agreements entered into
76by us could be within the purview of the Competition Act. Further, the CCI has extra-territorial powers and can investigate
any agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination has
an AAEC in India. However, the impact of the provisions of the Competition Act on the agreements entered into by us
cannot be predicted with certainty at this stage. We are currently not a party to an outstanding proceeding, nor have we
received any notice in relation to non-compliance with the Competition Act and the agreements entered into by us.
However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition
Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny
or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would
adversely affect our business, results of operations and prospects.
88. A downgrade in sovereign 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.
89. Financial instability, economic developments and volatility in securities markets in other countries may also cause the
price of the Equity Shares to decline.
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. For instance, the economic downturn in the
U.S. and several European countries during a part of Fiscals 2008 and 2009 adversely affected market prices in the global
securities markets, including India. The collapse of the Silicon Valley Bank during Fiscal 2024 also caused economic
downturn. In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown
in the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade
relations between the two countries. Further, 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. A loss of investor confidence
in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and the
Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy,
including the movement of exchange rates and interest rates in India. Any financial disruption could have an adverse
effect on our business, future financial performance, shareholders’ equity, and the price of the Equity Shares.
90. Changing laws, rules and regulations and legal uncertainties in India and other countries may adversely affect our
business and financial performance.
Our business and financial performance could be adversely affected by unfavourable changes in or interpretations of
existing, or the promulgation of new laws, rules and regulations applicable to us and our business. Please refer to ‘Key
Regulations and Policies in India’ on page no. 280 of this Draft Red Herring Prospectus for details of the laws currently
applicable to us.
There can be no assurance that the Government of India may not implement new regulations and policies which will
require us to obtain approvals and licenses from the Government of India and other regulatory bodies or impose onerous
requirements and conditions on our operations. Our Company will comply with relevant regulations as and when
applicable. However, any such changes and the related uncertainties with respect to the applicability, interpretation and
implementation of any amendment to, or change to governing laws, regulation or policy in the jurisdictions in which we
operate may have a material adverse effect on our business, financial condition and results of operations. In addition, we
may have to incur expenditures to comply with the requirements of any new regulations, which may also materially harm
our results of operations. Any unfavourable changes to the laws and regulations applicable to us could also subject us to
additional liabilities. For example, the Labour Codes have been made effective from November 21, 2025, and certain
supporting rules are yet to be notified. While the rules for implementation under these codes have not been finalized, as
an immediate consequence, the coming into force of these codes could increase the financial burden on our Company,
which may adversely affect our profitability.
77The Government of India announced the union budget for Financial Year 2026-2027, following which the Finance Bill,
2026 was introduced in the Lok Sabha on February 1, 2026. The Bill has not yet received asset from the President of
India. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of
owning Equity Shares. There is no certainty on the impact that the Finance Act may have on our business and operations
or on the industry in which we operate. Uncertainty in the applicability, interpretation or implementation of any
amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body,
of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the
viability of our current business or restrict our ability to grow our business in the future.
The application of various Indian tax laws, rules and regulations to our business, currently or in the future, is subject to
interpretation by the applicable taxation authorities. If such tax laws, rules and regulations are amended, new adverse
laws, rules or regulations are adopted or current laws are interpreted adversely to our interests, the results could increase
our tax payments (prospectively or retrospectively) and/or subject us to penalties. Further, changes in capital gains tax or
tax on capital market transactions or sale of shares could affect investor returns. As a result, any such changes or
interpretations could have an adverse effect on our business and financial performance.
91. Investors outside India may not be able to enforce any judgment of a foreign court against us, except by way of a suit
in India.
Our Company is a limited liability company incorporated under the laws of India. All of our directors and executive
officers are residents of India. All of our Company’s assets are located in India. As a result, it may be difficult for investors
to effect service of process upon us or such persons in India or to enforce judgments obtained against our Company or
such parties outside India. India is not a party to any international treaty in relation to the recognition or enforcement of
foreign judgments. India has reciprocal recognition and enforcement of judgments in civil and commercial matters with
a limited number of jurisdictions, including the United Kingdom, Singapore, UAE, and Hong Kong. A judgment from
certain specified courts located in a jurisdiction with reciprocity must meet certain requirements of the Code of Civil
Procedure, 1908, as amended (Civil Procedure Code). The United States has not been notified as a reciprocating
territory.
In order to be enforceable, a judgment obtained in a jurisdiction which India recognizes as a reciprocating territory must
meet certain requirements of the Civil Procedure Code. Section 13 of the Civil Procedure Code provides that foreign
judgments shall be conclusive regarding any matter directly adjudicated on 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, on 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;
such presumption may be displaced by proving want of jurisdiction. The Civil Procedure Code only permits the
enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes, or other charges of
a like nature or in respect of a fine or other penalty and does not provide for the enforcement of arbitration awards even
if such awards are enforceable as a decree or judgment. A foreign judgment rendered by a superior court (as defined
under the Civil Procedure Code) in any jurisdiction outside India which the Government of India has by notification
declared to be a reciprocating territory, may be enforced in India by proceedings in execution as if the judgment had been
rendered by a competent court in India. Judgments or decrees from jurisdictions which do not have reciprocal recognition
with India cannot be enforced by proceedings in execution in India.
Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating territory for civil
liability, whether or not predicated solely upon the general laws of the non-reciprocating territory, would not be
enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against us, our officers or directors,
it may be required to institute a new proceeding in India and obtain a decree from an Indian court. However, the party in
whose favour such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment
that has been obtained in the United States or other such jurisdiction within 3 years of obtaining such final judgment. It
is unlikely that an Indian court would award damages on the same basis as a foreign court if an action is brought in India.
Moreover, it is unlikely that an Indian court would award damages to the extent awarded in a final judgment rendered
outside India if it believes that the amount of damages awarded were excessive or inconsistent with public policy in
Indian. In addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior approval of
the RBI to repatriate any amount recovered, and we cannot assure that such approval will be forthcoming within a
78reasonable period of time, or at all, or that conditions of such approvals would be acceptable. Such amount may also be
subject to income tax in accordance with applicable law.
Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign court, or effect
service of process outside of India, against Indian companies, entities, their directors and executive officers and any other
parties resident in India. Additionally, there is no assurance that a suit brought in an Indian court in relation to a foreign
judgment will be disposed of in a timely manner.
92. 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 ₹ 1.25 lakhs 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.
93. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of
corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from
those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive
and wide-spread as shareholders' rights under the laws of other countries or jurisdictions. Investors may face challenges
in asserting their rights as shareholder our Company than as a shareholder of an entity in another jurisdiction.
94. Foreign exchange risks could affect the proceeds received by Equity Shareholders outside India.
On listing, the Equity Shares will be quoted in Indian Rupees on the NSE and BSE. Any dividends in respect of the
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 the Equity Shares, for example,
because of a delay in regulatory approvals that may be required for the sale of the Equity Shares may reduce the proceeds
received by Equity Shareholders. For example, the exchange rate between the Indian Rupee and the U.S. dollar has
fluctuated in recent years and may continue to fluctuate substantially in the future, which may have an adverse effect on
the returns on the Equity Shares, independent of our operating results.
95. 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 regulations under the SEBI Act, 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.
96. Investors may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer
future dilution of their ownership position.
79Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity
shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership
percentages before the issuance of any new equity shares, unless the pre-emptive rights have been waived by 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 the investors are in, does not permit them to exercise their pre-emptive rights
without our Company filing an offering document or registration statement with the applicable authority in such
jurisdiction, the investors will be unable to exercise their pre-emptive rights unless our Company makes 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 the investor’s benefit. The value such custodian receives on the sale of such securities and the related transaction costs
cannot be predicted. In addition, to the extent that the investors are unable to exercise pre-emptive rights granted in
respect of the Equity Shares held by them, their proportional interest in our Company would be reduced.
97. Under Indian law, foreign investors are subject to investment restrictions that limit our Company’s ability to attract
foreign investors, which may adversely impact the trading price of the Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents are
freely permitted (subject to certain exceptions) if they comply with the valuation and reporting requirements specified by
the RBI. If a transfer of shares is not in compliance with such requirements and does not fall under any of the exceptions
specified by the RBI, then the RBI’s prior approval is required. In addition, shareholders who seek to convert Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-
objection or a tax clearance certificate from the Indian income tax authorities. Our Company cannot assure you that any
required approval from the RBI or any other Government agency can be obtained on any particular terms or at all.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has been
incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of equity shares is
situated in or is a citizen of a country which shares land border with India, can only be made through the Government
approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. Furthermore,
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. These investment restrictions shall
also apply to subscribers of offshore derivative instruments. We cannot assure you that any required approval from the
RBI or any other governmental agency can be obtained with or without any particular terms or conditions or at all.
Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made similar amendment to the
Foreign Exchange Management Act, 1999 Non-debt Instruments Rules. Any adverse regulatory changes or failure to
comply with regulatory requirements could have a material adverse effect on our business, results of operations, financial
condition and prospects. Uncertainty in the interpretation or implementation of any future regulatory changes may require
us to modify our operational processes, governance structures and compliance frameworks, which may result in increased
compliance costs, operational disruptions or constraints on our business activities.
For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 506.
98. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under
Indian law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company,
even if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would
otherwise be beneficial to you. Such provisions may discourage or prevent certain types of transactions involving actual
or threatened change in control of our Company. Under the SEBI Takeover Regulations, an acquirer has been defined as
any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company,
whether individually or acting in concert with others. Although these provisions have been formulated to ensure that
interests of investors/shareholders are protected, these provisions may also discourage a third party from attempting to
take control of our Company.
99. The Offer Price, market capitalisation to total income multiple, market capitalisation to earnings multiple, price to
earnings ratio and enterprise value to EBITDA ratio based on the Offer Price of our Company, may not be indicative
of the market price of the Equity Shares on listing.
80Our total income, EBITDA, and profit after tax for Fiscal 2025 was ₹ 49,030.14 lakhs, ₹ 4,823.38 lakhs and ₹ 2,621.44
lakhs, respectively. Our market capitalisation (based on the Offer Price) to total income (Fiscal 2025) multiple is [●]
times; our market capitalisation (based on the Offer Price) to earnings (Fiscal 2025) multiple is [●] times; our price
earnings ratio (based on EBITDA for Fiscal 2025) is [●] at the upper end of the Price Band; and our price to earnings
ratio (based on profit after tax for Fiscal 2025) is [●] at the upper end of the Price Band; and our enterprise value to
EBITDA ratio (based on EBITDA for Fiscal 2025) is [●].
The Offer Price will be determined by our Company in consultation with the BRLM based on various factors and
assumptions. Furthermore, the Offer Price of the Equity Shares will be determined by our Company in consultation with
the BRLM through the Book Building Process, and will be based on numerous factors, including factors as described
under ‘Basis for Offer Price’ beginning on page 171 and may not be indicative of the market price for the Equity Shares
after the Offer. Accordingly, the Offer Price, multiples and ratio may not be indicative of the market price of the Equity
Shares on listing or thereafter. The factors that could affect the market price of the Equity Shares include, among other,
broad market trends, our financial performance and results post-listing, and other factors beyond our Company’s control.
Our Company 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.
81SECTION III: INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Offer of Equity Shares(1) (2) *^ Up to 95,00,000 Equity Shares of face value of ₹ 10
each aggregating up to ₹ [●] lakhs.
Of which:
Fresh Issue (1) Up to 60,00,000 Equity Shares of face value of ₹ 10
each aggregating up to ₹ [●] lakhs
Offer for Sale (2) Up to 35,00,000 Equity Shares of face value of ₹ 10
each aggregating up to ₹ [●] lakhs by the Promoter
Selling Shareholders
A) QIB Portion (3) (4) Not more than [●] Equity Shares of face value of ₹ 10
each aggregating up to ₹ [●] lakhs.
Of which:
(i) Anchor Investor Portion(3) Up to [●] Equity Shares of face value of ₹ 10 each.
(ii) Net QIB Portion available for allocation to QIBs other [●] Equity Shares of face value of ₹ 10 each.
than Anchor Investors (assuming Anchor Investor Portion
is fully subscribed)
Of which:
(a) Available for allocation to Mutual Funds only (5% of the [●] Equity Shares of face value of ₹ 10 each.
Net QIB Portion)
(b) Balance for all QIBs including Mutual Funds [●] Equity Shares of face value of ₹ 10 each
B) Non-Institutional Portion (4) (5) Not less than [●] Equity Shares of face value of ₹ 10
each aggregating up to ₹ [●] lakhs
Of which:
(a) One-third of the Non-Institutional Portion available for [●] Equity Shares of face value of ₹ 10 each
allocation to Bidders with an application size of more than
₹ 2.00 lakhs and up to ₹ 10.00 lakhs
(b) Two-third of the Non-Institutional Portion available for [●] Equity Shares of face value of ₹ 10 each
allocation to Bidders with an application size of more
than ₹ 10.00 lakhs
C) Retail Portion Not less than [●] Equity Shares of face value of ₹ 10
each aggregating up to ₹ [●] lakhs
Pre and post-Offer Equity Shares (6)
Equity Shares outstanding prior to the Offer (as at the date of 2,29,60,740 Equity Shares of face value of ₹ 10 each
this Draft Red Herring Prospectus)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹ 10 each
Use of Net Proceeds of the Offer See “Objects of the Offer” on page 136 for information
about the use of the Proceeds arising from the Offer.
*Subject to finalisation of Basis of Allotment.
^Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus
with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be
reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of SCRR. The Pre-IPO Placement, if undertaken, shall not
exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be done
towards the Objects in compliance with applicable law. Prior to the completion of the Issue and the allotment pursuant to the Pre-
IPO Placement, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken)
shall be appropriately made in the relevant sections of the RHP and the Prospectus.
(1) The Offer has been authorized by our Board pursuant to a resolution passed at its meeting held on March 07, 2026, and the by
our Shareholders pursuant to a special resolution passed at their EGM held on March 09, 2026. Further, our Board has taken
on record the consents issued by the Promoter Selling Shareholders pursuant to a resolution passed at its meeting held on March
07, 2026.
82(2) The Promoter Selling Shareholders confirm that their portion of Equity Shares being offered in the Offer 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 SEBIICDR Regulations or are otherwise eligible for being offered for sale in the Offer in accordance with the provisions
of the SEBI ICDR Regulations. The details of authorization by the Promoter Selling Shareholders approving their participation
in the Offer for Sale are as set out below:
Name of the Promoter Date of consent
Aggregate number of Equity Shares being offered in the Offer for Sale
Selling Shareholders letter
Davinder Singh Kohli March 07, 2026 Up to 16,50,000 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] lakhs
Amrit Paul Singh Kohli March 07, 2026 Up to 7,25,000 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] lakhs
Jatinder Kaur Kohli March 07, 2026 Up to 1,00,000 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] lakhs
Inder Pal Kaur Kohli March 07, 2026 Up to 10,25,000 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] lakhs
(3) Our Company, in consultation with the BRLM, may allocate up to 60% of the said allocation of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. In accordance with the SEBI ICDR Notification
no. SEBI/LADNRO/GN/2025/271 dated October 31, 2025, 40 % of the Anchor Investor Portion, within the aforesaid limit shall
be reserved as follows: (a) 33.33 % shall be allocated to domestic Mutual Funds and (b) 6.67 % shall be allocated to Life
Insurance Companies and Pension Funds. Further in the event of under-subscription in the portion reserved for Life Insurance
Companies and Pension Funds, the balance portion may be re-allocated to domestic Mutual Funds. Furthermore, 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. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate
basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis
to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the
Offer Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares
available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the
QIB Bidders (other than Anchor Investors) in proportion to their Bids. For further details, see “Offer Procedure” on page 485.
(4) Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except in the QIB
Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the
discretion of our Company, in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject
to applicable laws. In case of under-subscription in the Offer, subject to receipt of minimum subscription for 90% of the Fresh
Issue, compliance with Rule 19(2)(b) of the SCRR and allotment of not more than 50% of the Offer to QIBs, Equity Shares shall
be allocated in the manner specified in the section “Terms of the Offer” on page 472 of this Draft Red Herring Prospectus.
(5) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual
Investors, shall be made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to
each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail
Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Not less than 15% of the
Offer shall be available for allocation to Non-Institutional Investor. The Equity Shares available for allocation to Non-
Institutional Bidders under the Non-Institutional Portion, shall be subject to the following (i) One-thirds of the Non- Institutional
Portion shall be available for allocation to Bidders with an application size of more than ₹ 2.00 lakhs and up to ₹ 10.00 lakhs
and (ii) Two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more
than ₹ 10.00 lakhs provided that under-subscription in either of these two sub-categories specified in (i) and (ii), may be allocated
to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received at or above the Offer Price.
(6) Pursuant to Rule 19(2)(b) of the SCRR, the Offer is being made for at least [●] % of the post-Offer paid-up Equity Share capital
of our Company. Allocation to Bidders in all categories except the Anchor Investor Portion, Non-Institutional Portion and the
Retail Portion, if any, shall be made on a proportionate basis subject to valid Bids received at or above the Offer Price, as
applicable.
For further details, including in relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure”
on page 480 and 485, respectively. For further details of the terms of the Offer, see “Terms of the Offer” on page 472.
83SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated
Consolidated Financial Information for the six months period ended September 30, 2025 and Financial Years ended
March 31, 2025, March 31, 2024 and March 31, 2023.
The Restated Consolidated Financial Information referred to above are presented under “Restated Consolidated
Financial Information” beginning on page 325. The summary of financial information presented below should be read
in conjunction with the “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 325 and 412, respectively.
[The remainder of this page has been left intentionally blank]
84• Restated Consolidated Statement of Assets and Liabilities
As at
Particulars September 30, March 31, 2025 March 31, 2024 March 31, 2023
2025
ASSETS
Non-Current Assets
(a) Property, plant & equipment 20,655.01 19,534.92 18,492.62 4,543.44
(b) Capital work in progress 348.19 529.26 437.41 4,788.10
(c) Right-to-use assets 16.64 14.00 16.01 3.89
(d) Other intangible assets 6.34 5.92 4.58 0.12
(e) Financial assets
(i) Investments 436.26 354.30 93.97 55.01
(ii) Other financial assets 877.64 985.22 282.25 167.13
(f) Other non-current assets 210.26 244.17 401.71 1,324.85
22,550.34 21,667.79 19,728.55 10,882.54
Current Assets
(a) Inventories 2,115.09 1,897.55 1,851.31 49.21
(b) Financial assets
(i) Trade receivables 4,307.43 5,021.39 3,549.36 1,960.77
(ii) Cash and cash equivalents 500.19 68.40 120.96 69.47
(iii) Bank balances other than (ii) above 0.44 0.68 7.77 40.19
(iv) Derivative financial assets 23.71 - - -
(v) Loans 779.89 962.63 825.63 536.46
(vi) Other financial assets 369.19 144.15 124.74 0.62
(c) Other current assets 922.62 1,512.65 2,535.87 976.20
9,018.56 9,607.45 9,015.64 3,632.92
TOTAL ASSETS 31,568.90 31,275.24 28,744.19 14,515.46
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 208.73 208.73 208.73 208.73
(b) Other equity 6,378.37 4,541.38 3,508.32 2,893.32
Equity attributable to shareholders 6,587.10 4,750.11 3,717.05 3,102.05
(c) Non-Controlling Interest 2,163.48 1,400.81 732.61 336.68
Total Equity 8,750.58 6,150.92 4,449.66 3,438.73
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 9,461.17 10,358.64 10,516.73 5,707.07
(ii) Lease liabilities 16.51 15.45 16.25 3.13
(iii) Other financial liabilities - 499.20 984.51 -
(b) Provisions 160.12 147.01 124.65 113.81
(c) Deferred tax Liability (net) 727.28 484.32 488.90 253.65
10,365.08 11,504.62 12,131.04 6,077.66
Current liabilities
(a) Financial liabilities
(i) Borrowings 6,197.74 6,539.05 5,589.46 2,034.05
(ii) Lease liabilities 1.98 0.80 0.73 0.75
(iii) Trade payables
85As at
Particulars September 30, March 31, 2025 March 31, 2024 March 31, 2023
2025
- Dues to micro and small 466.61 258.08 34.98 29.61
enterprises
- Due to creditors other than micro 3,380.57 3,974.19 3,676.63 1,215.84
and small enterprises
(iv) Derivative financial Liabilities - 44.00 - -
(v) Other financial liabilities 752.07 692.30 640.16 548.96
(b) Other current liabilities 1,199.80 1,634.68 1,956.04 1,031.18
(c) Provisions 104.07 74.92 69.06 45.89
(d) Current Tax Liabilities (Net) 350.40 401.68 196.43 92.79
12,453.24 13,619.70 12,163.49 4,999.07
TOTAL EQUITY AND LIABILITIES 31,568.90 31,275.24 28,744.19 14,515.46
• Restated Consolidated Statement of Profit and Loss (including other comprehensive income)
For the period ended
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
INCOMES
I. Revenue from operations 27,939.52 48,817.39 13,652.86 11,037.78
II. Other Income 222.67 212.75 138.16 105.93
III. TOTAL INCOME 28,162.19 49,030.14 13,791.02 11,143.71
IV. EXPENSES
Cost of Materials Consumed 18,081.92 33,912.09 7,155.30 4,620.37
Purchases of Stock-in-Trade 51.19 28.59 22.50 0.20
Changes in inventories of finished 566.29 206.09 (894.87) 3.50
goods, Stock-in -Trade
Employee Benefit expense 1,320.29 2,376.34 1,427.64 1,120.88
Finance cost 573.67 1,111.91 310.41 251.61
Depreciation and amortization 390.85 703.75 373.22 225.03
expense
Other expenses 4,194.85 7,470.90 4,206.63 3,995.99
TOTAL EXPENSES 25,179.06 45,809.67 12,600.83 10,217.58
V. Profit before exceptional items and 2,983.13 3,220.47 1,190.19 926.13
tax
VI. Exceptional items - - - -
VII. Profit before tax 2,983.13 3,220.47 1,190.19 926.13
VIII. Tax expense:
Current tax 114.84 589.23 279.07 165.42
Earlier periods taxes - (1.87) 7.42 0.24
Deferred tax charge/ (credit) 249.77 11.67 269.13 32.04
364.61 599.03 555.62 197.70
IX. Profit for the year 2,618.52 2,621.44 634.57 728.43
X. Other Comprehensive Income
Other comprehensive income to be re- - - - -
classified to profit or loss in subsequent
periods
86For the period ended
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Other comprehensive income not to be re- - - - -
classified to profit or loss in subsequent
periods
(i) Gain/ (loss) on fair valuation of
investment net of tax
Income Tax effect on (i)
(ii) Re-measurement gain/ (loss) on defined 9.74 9.45 4.61 (57.54)
benefit plans
Income Tax effect on (ii) (2.45) (2.38) (1.16) 14.48
XI. Total comprehensive income for the 2,628.51 638.02 685.37
2,625.81
year
Profit/(loss) for the period
attributable to:
Equity holders of the parent 1,855.65 2,343.93 722.72 736.40
Non-controlling interests 762.87 277.51 (88.15) (7.97)
2,618.52 2,621.44 634.57 728.43
OCI for the period attributable to:
Equity holders of the parent 7.49 6.38 3.37 (43.06)
Non-controlling interests (0.20) 0.69 0.08 -
7.29 7.07 3.45 (43.06)
Total OCI for the period attributable
to:
Equity holders of the parent 1,863.13 2,350.31 726.09 693.34
Non-controlling interests 762.67 278.20 (88.07) (7.97)
2,625.81 2,628.51 638.02 685.37
XII. Earning per equity share
Equity shares of par value ₹ 10/- each
Basic (in ₹) 8.08 10.21 3.15 3.21
Diluted (in ₹) 8.08 10.21 3.15 3.21
• Restated Consolidated Statement of Cash Flows
For the period ended
Particulars September March 31, March 31, March 31,
30, 2025 2025 2024 2023
Cash flow from operating activity
Restated profit before tax 2,983.13 3,220.47 1,190.19 926.13
Adjustments to reconcile profit before tax to net cash flows:
Depreciation expense on property, plant and
388.79 700.64 371.19 224.25
equipment
Depreciation expense on Right of Use Assets 1.34 2.01 1.90 0.75
Amortization expense 0.72 1.10 0.13 0.02
(Gain)/ loss on disposal of property, plant and
(33.18) (3.14) (55.14) (36.37)
equipment, net
Fair value (gain) / loss on mutual fund investments &
(42.97) (15.32) (14.96) (2.44)
Gold
87For the period ended
Particulars September March 31, March 31, March 31,
30, 2025 2025 2024 2023
Net (gain)/ loss on fair valuation of forward exchange
(67.71) 44.00 - -
contracts
Finance costs 573.67 1,111.91 310.41 251.61
Interest income (44.53) (92.38) (54.64) (45.95)
Allowance/ (Reversal) for Expected Credit Loss 28.55 50.19 9.10 (15.68)
Operating cash flow before working capital
3,787.81 5,019.49 1,758.18 1,302.32
changes
Changes in working capital:
(Increase)/ decrease in trade receivables 685.41 (1,522.21) (1,597.69) (758.07)
(Increase)/ decrease in inventories (217.53) (46.24) (1,802.10) 112.63
(Increase)/ decrease in financial assets- loans 182.74 (137.00) (289.16) (269.09)
(Increase)/ decrease in other financial assets (117.46) (722.38) (239.23) (58.56)
(Increase)/ decrease in other current assets/ Non-
623.93 1,180.77 (636.53) (1,916.06)
current assets
Increase/ (decrease) in trade payables (385.09) 520.67 2,466.15 435.35
Increase/ (decrease) in other financial liabilities (439.43) (433.17) 1,075.71 114.27
Increase/ (decrease) in provisions 52.00 37.68 38.62 21.54
Increase/ (decrease) in other current liabilities (434.89) (321.35) 924.86 523.25
3,737.48 3,576.25 1,698.81 (492.42)
Income tax paid, net of refunds (166.12) (382.11) (182.85) (74.89)
Net cash flows from/ (used) operating activities 3,571.36 3,194.14 1,515.96 (567.31)
Cash flow from Investing activities
Purchase of property, plant and equipment (1,557.08) (1,877.11) (14,472.09) (322.99)
Purchase of Intangible Assets (1.14) (2.44) (4.59) (0.10)
Proceeds from sale of property, plant and equipment 44.62 52.40 60.71 69.48
Acquisition related to Control Based subsidiary 1.38 (1,251.01)
(Investment) / Capitalisation in Capital Work in
181.07 (91.85) 4,350.69 (4,726.41)
Progress
Maturities/ (Investment) in Fixed Deposits 0.24 7.09 32.42 31.98
Redemption/ Investment in Mutual & Gold (39.00) (245.00) (24.00) (51.55)
Advances/loans given to subsidiaries & others 0.00 0.00 0.00 0.00
Interest income received 44.53 92.38 54.64 45.95
Net cash flows from/ (used) in investing activities (1,325.38) (3,315.55) (10,002.22) (4,953.64)
Cash flow from Financing activities
Net proceeds/(payment) from/(to) long-term
(897.47) (158.10) 4,809.67 4,740.44
borrowings
Net proceeds from short-term borrowings (341.31) 949.59 3,555.41 666.66
Proceeds/ (Buyback) from issue of shares to Non
0.00 390.00 484.00 262.25
controlling Shareholders
Repayment of lease liabilities (including interest) (2.68) (2.45) (2.32) (1.02)
Finance costs paid (572.73) (1,110.19) (309.01) (251.35)
Net cash flows from/ (used) in financing activities (1,814.19) 68.85 8,537.75 5,416.98
Net increase/(decrease) in cash and cash
431.79 (52.56) 51.50 (103.97)
equivalents (A+B+C)
Cash and cash equivalents at the beginning of the
68.40 120.96 69.47 173.44
year
Cash and cash equivalents at the end of the year 500.19 68.40 120.96 69.47
88SUMMARY OF CONTINGENT LIABILITIES
A summary of our contingent liabilities as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023,
as per Ind AS– Provisions, Contingent Liabilities and Contingent Assets, derived from our Restated Consolidated
Financial Information is set forth below:
Contingent liabilities not provided for in respect of:
(₹ in lakhs)
As at the six-months period/financial year ended
Sr.
Particular September March 31, March 31, March 31,
No.
30, 2025 2025 2024 2023
1. Guarantees issued 16,649.93 16,649.93 17,022.91 15,893.44
2. Performance guarantee 407.67 888.23 329.65 200.64
3. Demand by Tax / other statutory authorities/ Tax 95.66 95.33 - -
dispute
Toal 17,153.26 17,633.49 17,352.56 16,094.08
1. Guarantee issued
(₹ in lakhs)
As at the six-months period/financial year ended
Particular September March 31, March 31, March 31,
30, 2025 2025 2024 2023
-In favour of Pancarbo Greenfuels Private Limited 14,892.00 14,892.00 15,265.00 15,893.44
jointly with Punjab Fusion Private Limited and Punjab
Carbonic Limited
-In favour of Punjab Carbonic Limited by Punjab 1,058.30 1,058.30 1,058.30 -
Fusion Private Limited
-In favour of Punjab Fusion Private Limited by Punjab 699.63 699.63 699.61 -
Carbonic Limited
Total 16,649.93 16,649.93 17,022.91 15,893.44
2. Performance Guarantee
(₹ in lakhs)
As at the six-months period/financial year ended
Particular September March 31, March 31, March 31,
30, 2025 2025 2024 2023
Performance guarantee 407.67 888.23 329.65 200.64
Total 407.67 888.23 329.65 200.64
3. Forum where tax disputes are pending are summarised below:
(₹ in lakhs)
Authority/ As at the six-months period/financial year
Period to
Nature of Forum under ended
Particular which amount
dues which dispute September March 31, March 31, March 31,
relates
is pending 30, 2025 2025 2024 2023
Excise and - 46.86 - -
CST-The Taxation
March 2015 to
Central Sales Indirect Tax Officer,
July, 2016
Tax Act, 1956 Faridabad
Haryana
Excise and 48.47 48.47 - -
Goods & Taxation
July 2017-
service tax Act Indirect Tax Officer,
March 2018
2017 Faridabad
Haryana
The VAT Act, Indirect Tax March, 2016 to Supreme Court 47.19 - - -
89Authority/ As at the six-months period/financial year
Period to
Nature of Forum under ended
Particular which amount
dues which dispute September March 31, March 31, March 31,
relates
is pending 30, 2025 2025 2024 2023
2005 April, 2018 of India
Total - - - 95.67 95.34 - -
For further details on contingent liabilities as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31,
2023, as per Ind AS– Provisions, Contingent Liabilities and Contingent Assets, see “Restated Consolidated Financial
Information – Notes to the Restated Consolidated Financial Information – Note 36– Contingent liabilities and capital
commitments” on page 391.
For details on risks in relation to our contingent liabilities, see “Risk Factors – Our contingent liabilities could materially
and adversely affect our business, results of operations and financial condition.” on page 46.
90SUMMARY OF RELATED PARTY TRANSACTIONS
A summary of related party transactions as per the requirements under Ind AS – Related Party Disclosures read with the
SEBI ICDR Regulations entered into by our Company with related parties for the six months period ended September
30, 2025 and Fiscals 2025, 2024 and 2023, derived from our Restated Consolidated Financial Information are as follows:
91Six-months
period ended % of Revenue % of Revenue % of Revenue % of Revenue
Sr Name of Nature of Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, from from from from
No Related Party Relationship (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
2025 Operations Operations Operations Operations
(in ₹ lakhs)
Remuneration Paid
1. Gurkaran Singh Relative of 15.00 0.05 30.00 0.06 30.00 0.22 - -
Kohli Director
2. Bavkaran Singh Relative of 18.00 0.06 30.00 0.06 19.50 0.14 - -
Kohli Director
Interest Income
1. Punjab Oxygen Group Company 28.98 0.10 61.85 0.13 44.01 0.32 34.48 0.31
Private Limited
Interest Paid
1. Joginder Kaur Relative of 0.09 Negligible 2.56 0.01 1.41 0.01 1.22 0.01
Director
2. Davinder Singh Related 1.04 Negligible 1.86 Negligible 0.60 Negligible 0.98 0.01
Kohli & Sons Concerns
3. Amrit Paul Singh Related 2.79 0.01 4.36 0.01 5.01 0.04 5.19 0.05
Kohli & Sons Concerns
(HUF)
4. Bavkaran Singh Relative of 0.89 Negligible 0.70 Negligible 5.07 0.04 0.12 Negligible
Kohli Director
5. Gurkaran Singh Relative of 1.33 Negligible 0.79 Negligible 7.74 0.06 0.32 Negligible
Kohli Director
6. Ishleen Kaur Relative of 1.07 Negligible 0.81 Negligible 1.11 0.01 0.98 0.01
Kohli Director
7. Janmeet Kaur Relative of 1.27 Negligible 1.35 Negligible - - 0.54 Negligible
Kohli Director
8. Jasmine Kaur Relative of 0.56 Negligible 0.54 Negligible - - - -
Kohli Director
9. Razmeet Kaur Relative of 1.06 Negligible - - - - - -
Director
Sale
1. Ko hli Gases Related 56.74 0.20 114.53 0.23 107.33 0.79 108.41 0.98
Concerns
2. M. S. Marketing Related 273.03 0.98 409.92 0.84 390.50 2.86 488.31 4.42
92Six-months
period ended % of Revenue % of Revenue % of Revenue % of Revenue
Sr Name of Nature of Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, from from from from
No Related Party Relationship (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
2025 Operations Operations Operations Operations
(in ₹ lakhs)
Concerns
3. Mo hinder Singh Related 0.18 Negligible 0.70 Negligible - - - -
Kohli & Sons Concerns
Purchases
1. M.S. Marketing Related 42.59 0.15 33.74 0.07 7.27 0.05 0.22 Negligible
Concerns
Security Paid
1. Mohinder Singh Related - - - - - - 3.90 0.04
Kohli & Sons Concerns
Reimbursements
1. Kohli Gases Related 1.89 0.01 4.30 0.01 3.46 0.03 4.85 0.04
Concerns
2. M.S. Marketing Related 0.98 Negligible 1.60 Negligible 1.33 0.01 2.30 0.02
Concerns
3. Punjab Oxygen Group Company - - 0.11 Negligible 3.20 0.02 0.26 Negligible
Private Limited
4. Gurkaran Singh Relative of - - 5.91 0.01 0.95 0.01 0.80 0.01
Kohli Director
Loan given
1. Punjab Oxygen Group Company 6.00 0.02 140.60 0.29 327.45 2.40 257.45 2.33
Private Limited
Loan received back
1. Punjab Oxygen Group Company 223.00 0.80 64.20 0.13 84.50 0.62 28.24 0.26
Private Limited
Loan received
1. Amrit Paul Singh Related - - 52.27 0.11 - - 0.45 Negligible
Kohli & Sons Concerns
(HUF)
2. Bavkaran Singh Relative of 37.45 0.13 23.82 0.05 - - 42.00 0.38
Kohli Director
3. Davinder Singh Related - - 27.36 0.06 4.00 0.03 - -
93Six-months
period ended % of Revenue % of Revenue % of Revenue % of Revenue
Sr Name of Nature of Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, from from from from
No Related Party Relationship (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
2025 Operations Operations Operations Operations
(in ₹ lakhs)
Kohli & Sons Concerns
4. Gurkaran Singh Relative of 52.45 0.19 26.77 0.05 12.00 0.09 60.73 0.55
Kohli Director
5. Ishleen Kaur Relative of - - 26.55 0.05 - - - -
Kohli Director
6. Janmeet Kaur Relative of - - 27.23 0.06 - - - -
Kohli Director
7. Jasmine Kaur Relative of - - 18.15 0.04 - - - -
Kohli Director
8. Joginder Kaur Relative of - - 69.50 0.14 - - 0.60 0.01
Director
9. Razmeet Kaur Relative of 27.45 0.10 - - - - - -
Director
Loan Repaid
1. Amrit Paul Singh Related 4.10 0.01 - - 32.00 0.23 2.50 0.02
Kohli & Sons Concerns
(HUF)
2. Bavkaran Singh Relative of 30.12 0.11 1.00 Negligible - - - -
Kohli Director
3. Davinder Singh Related 2.30 0.01 10.00 0.02 - - 5.00 0.05
Kohli & Sons Concerns
4. Gurkaran Singh Relative of 61.64 0.22 18.78 0.04 - - - -
Kohli Director
5. Jasmine Kaur Relative of 7.85 0.03 - - - - - -
Kohli Director
6. Joginder Kaur Relative of 0.25 Negligible 0.10 Negligible - - - -
Director
Note: The transactions with related parties are made in the normal course of business and on terms equivalent to those that prevail in arm’s length transactions.
The summary of Outstanding balance of Related Party Transactions between the Group and related parties during the six-months period ended September 30, 2025 and for the Fiscals 2025, 2024 and 2023, as derived
from the Restated Consolidated Financial Information are as set out in the table below:
94As at and for
the Six-months As at and for As at and for As at and for
% of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Related Nature of period ended the end of the end of the end of
from from from from
No Party Relationship September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
Operations Operations Operations Operations
2025 (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
(in ₹ lakhs)
Interest Payable
1. Amrit Paul Singh Related 6.44 0.02 3.93 0.01 9.18 0.07 4.67 0.04
Kohli & Sons (HUF) Concerns
2. Bavkaran Singh Kohli Relative of 0.80 Negligible 0.63 Negligible 4.56 0.03 0.11 Negligible
Director
3. Davinder Singh Kohli Related 1.31 Negligible 1.67 Negligible 1.42 0.01 0.88 0.01
& Sons Concerns
4. Gurkaran Singh Kohli Relative of 1.91 0.01 0.71 Negligible 6.97 0.05 0.29 Negligible
Director
5. Ishleen Kaur Kohli Relative of 1.69 0.01 0.73 Negligible 1.02 0.01 1.25 0.01
Director
6. Janmeet Kaur Kohli Relative of 2.36 0.01 1.22 Negligible 0.49 Negligible 0.49 Negligible
Director
7. Jasmine Kaur Kohli Relative of 0.99 Negligible 0.48 Negligible - Negligible - Negligible
Director
8. Joginder Kaur Relative of 2.14 0.01 2.31 Negligible 1.61 0.01 1.34 0.01
Director
9. Razmeet Kaur Relative of 0.95 Negligible - - - - - -
Director
Unsecured loan Payable
1. Amrit Paul Singh Related 66.11 0.24 70.21 0.14 17.93 0.13 49.93 0.45
Kohli & Sons (HUF) Concerns
2. Bavkaran Singh Kohli Relative of 76.83 0.27 69.49 0.14 42.11 0.31 42.00 0.38
Director
3. Davinder Singh Kohli Related 24.06 0.09 26.36 0.05 9.00 0.07 5.00 0.05
& Sons Concerns
4. Gurkaran Singh Kohli Relative of 78.63 0.28 87.83 0.18 72.87 0.53 60.73 0.55
Director
5. Ishleen Kaur Kohli Relative of 36.96 0.13 36.96 0.08 9.41 0.07 8.19 0.07
Director
6. Janmeet Kaur Kohli Relative of 31.77 0.11 31.77 0.07 4.54 0.03 4.54 0.04
95As at and for
the Six-months As at and for As at and for As at and for
% of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Related Nature of period ended the end of the end of the end of
from from from from
No Party Relationship September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
Operations Operations Operations Operations
2025 (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
(in ₹ lakhs)
Director
7. Jasmine Kaur Kohli Relative of 10.30 0.04 18.15 0.04 Negligible Negligible Negligible Negligible
Director
8. Joginder Kaur Relative of 81.76 0.29 82.01 0.17 11.75 0.09 10.75 0.10
Director
9. Razmeet Kaur Relative of 27.45 0.10 - - - - - -
Director
Remuneration Payable
1. Relative of 9.16 0.03 10.63 0.02 0.53 Negligible - -
Gurkaran Singh Kohli Director
2. Relative of 16.78 0.06 16.80 0.03 0.73 0.01 - -
Bavkaran Singh Kohli Director
Net payable/(Receivable)
1. K ohli Gases Related (4.45) (0.02) 12.52 0.03 28.00 (0.21) (68.21) (0.62)
Concerns
2. M .S. Marketing Related (144.43) (0.52) (147.31) (0.30) (114.71) (0.84) (53.68) (0.49)
Concerns
3. M ohinder Singh Kohli Related (0.18) Negligible - (1.26) (0.01) (1.26) (0.01)
& Sons Concerns -
4. P unjab Oxygen Private Related - - - - (0.11) Negligible - -
Limited Concerns
Security Deposit Payable
1. Mohinder Singh Kohli Related 3.10 0.01 3.10 0.01 3.10 0.02 3.10 0.03
& Sons Concerns
Loan Receivable
1. Punjab Oxygen Private Related 699.25 2.50 887.27 1.82 755.20 5.53 472.64 4.28
Limited Concerns
96The summary of Related Party Transactions with Key Management Personnel and Directors during the six-months period ended September 30, 2025 and for the Fiscals 2025, 2024 and 2023, as
derived from the Restated Consolidated Financial Information are as set out in the table below:
Six-months
period ended % of Revenue % of Revenue % of Revenue
Sr. Name of Related Nature of Fiscal 2025 % of Revenue Fiscal 2024 Fiscal 2023
September from from from
No Party Relationship (in ₹ lakhs) from Operations (in ₹ lakhs) (in ₹ lakhs)
30, 2025 Operations Operations Operations
(in ₹ lakhs)
Director's Remuneration
1. Amrit Paul Singh Joint 54.71 0.20 76.90 0.16 68.04 0.50 48.00 0.43
Kohli Managing
Director
2. Jatinder Kaur Non Executive 49.09 0.18 70.00 0.14 45.00 0.33 36.00 0.33
Kohli Director
3. Davinder Singh Chairman & 36.00 0.13 120.25 0.25 68.04 0.50 48.00 0.43
Kohli Managing
Director
4. Inder Pal Kaur Non Executive 30.00 0.11 75.00 0.15 45.00 0.33 36.00 0.33
Kohli Director
KMP's Remuneration
1. Karthik Rang raj CEO 17.56 0.06 28.92 0.06 34.57 0.25 23.04 0.21
2. Lakhvir Singh CFO 3.23 0.01 6.83 0.01 6.83 0.05 5.96 0.05
Ubhy
3. Lakhbir Singh Company 2.70 0.01 1.60 Negligible - - - -
Secretary
Excess Remuneration received back
1. Amrit Paul Singh Joint - - 4.90 0.01 - - - -
Kohli Managing
Director
2. Jatinder Kaur Non Executive - - 10.00 0.02 - - - -
Kohli Director
3. Davinder Singh Chairman & - - 48.25 0.10 - - - -
Kohli Managing
Director
4. Inder Pal Kaur Non Executive - - 15.00 0.03 - - - -
Kohli Director
97Six-months
period ended % of Revenue % of Revenue % of Revenue
Sr. Name of Related Nature of Fiscal 2025 % of Revenue Fiscal 2024 Fiscal 2023
September from from from
No Party Relationship (in ₹ lakhs) from Operations (in ₹ lakhs) (in ₹ lakhs)
30, 2025 Operations Operations Operations
(in ₹ lakhs)
Interest Paid
1. Am rit Paul Singh Joint 4.86 0.02 3.51 0.01 0.78 0.01 9.68 0.09
Kohli Managing
Director
2. Da vinder Singh Chairman & 7.93 0.03 3.06 0.01 0.34 Negligible 3.80 0.03
Kohli Managing
Director
3. Ind er Pal Kaur Non Executive 12.27 0.04 14.53 0.03 4.51 0.03 10.18 0.09
Kohli Director
4. Jat inder Kaur Non Executive 17.41 0.06 13.22 0.03 0.16 Negligible 8.21 0.07
Kohli Director
Rental Expense
1. Amrit Paul Singh Joint - - - - 1.20 0.01 1.20 0.01
Kohli Managing
Director
2. Davinder Singh Chairman & - - - - 1.80 0.01 1.80 0.02
Kohli Managing
Director
3. Jatinder Kaur Non Executive - - 1.76 Negligible 2.34 0.02 2.34 0.02
Kohli Director
Land purchased
1. Inder Pal Kaur Non Executive - - - - - - 13.90 0.13
Kohli Director
Land sale
1. Inder Pal Kaur Non Executive - - - - - - 13.90 0.13
Kohli Director
Loan received
1. Davinder Singh Chairman & 6.25 0.02 329.27 0.67 135.95 1.00 87.45 0.79
Kohli Managing
Director
2. Jatinder Kaur Non Executive 20.09 0.07 418.43 0.86 122.05 0.89 103.00 0.93
Kohli Director
98Six-months
period ended % of Revenue % of Revenue % of Revenue
Sr. Name of Related Nature of Fiscal 2025 % of Revenue Fiscal 2024 Fiscal 2023
September from from from
No Party Relationship (in ₹ lakhs) from Operations (in ₹ lakhs) (in ₹ lakhs)
30, 2025 Operations Operations Operations
(in ₹ lakhs)
3. Amrit Paul Singh Joint 60.00 0.21 131.22 0.27 154.00 1.13 79.50 0.72
Kohli Managing
Director
4. Inder Pal Kaur Non Executive 61.75 0.22 380.42 0.78 132.00 0.97 100.00 0.91
Kohli Director
Loan Repaid
1. Davinder Singh Chairman & 81.05 0.29 279.20 0.57 18.90 0.14 48.97 0.44
Kohli Managing
Director
2. Jatinder Kaur Non Executive 47.60 0.17 59.70 0.12 47.99 0.35 151.75 1.37
Kohli Director
3. Amrit Paul Singh Joint 33.90 0.12 234.39 0.48 4.95 0.04 79.08 0.72
Kohli Managing
Director
4. Inder Pal Kaur Non Executive 135.75 0.49 131.80 0.27 71.21 0.52 128.43 1.16
Kohli Director
Interest Receivable
1. Karthik Rang raj CEO 4.07 0.01 3.80 0.01 3.55 0.03 3.32 0.03
Security Refunded
1. Lakhvir Singh CFO - - - - 3.20 0.02 1.50 0.01
Ubhy
Reimbursement of expenses
1. Karthik Rang raj CEO 4.31 0.02 1.82 Negligible 6.81 0.05 10.77 0.10
2. Jatinder Kaur Non Executive - - - - 0.50 Negligible 3.82 0.03
Kohli Director
3. Davinder Singh Chairman & - - - - - - 0.60 0.01
Kohli Managing
Director
4. Inder Pal Kaur Non Executive - - - - - - 4.45 0.04
Kohli Director
5. Amrit Paul Joint 22.25 0.16 1.05 0.01
Singh Kohli Managing
99Six-months
period ended % of Revenue % of Revenue % of Revenue
Sr. Name of Related Nature of Fiscal 2025 % of Revenue Fiscal 2024 Fiscal 2023
September from from from
No Party Relationship (in ₹ lakhs) from Operations (in ₹ lakhs) (in ₹ lakhs)
30, 2025 Operations Operations Operations
(in ₹ lakhs)
Director
The summary of Outstanding balance of Related Party Transactions with Key Managerial Personnel and Directors during the six-months period ended September 30, 2025 and for the Fiscals
2025, 2024 and 2023, as derived from the Restated Consolidated Financial Information are as set out in the table below:
As at and for
the Six-months As at and for As at and for As at and for
% of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Nature of period ended the end of the end of the end of
from from from from
No Related Party Relationship September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
Operations Operations Operations Operations
2025 (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
(in ₹ lakhs)
Other Payables
1. Karthik Rang raj CEO 0.87 Negligible 1.82 Negligible 1.79 0.01 (0.00) -
Loan Receivable
1. Karthik Rang raj CEO 62.18 0.22 58.11 0.12 54.31 0.40 50.75 0.46
Security Payable
1. Lakhvir Singh CFO - - - - - - 3.20 0.03
Ubhy
Remuneration Payable
1. Davinder Singh Chairman & 25.80 0.09 4.38 0.01 16.20 0.12 0.16 Negligible
Kohli Managing
Director
2. Jatinder Kaur Non Executive - - 1.58 Negligible 0.35 Negligible 6.36 0.06
Kohli Director
3. Amrit Paul Singh Joint Managing - - 2.16 Negligible 0.08 Negligible 2.08 0.02
Kohli Director
4. Inder Pal Kaur Non Executive 7.63 0.03 4.23 0.01 3.62 0.03 7.53 0.07
Kohli Director
5. Karthik Rang raj CEO 3.39 0.01 4.85 0.01 4.78 0.04 2.26 0.02
6. Lakhvir Singh CFO 0.54 Negligible 0.54 Negligible 0.54 Negligible 0.47 Negligible
Ubhy
7. Lakhbir Singh Company 0.70 Negligible 0.40 Negligible - - - -
100As at and for
the Six-months As at and for As at and for As at and for
% of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Nature of period ended the end of the end of the end of
from from from from
No Related Party Relationship September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
Operations Operations Operations Operations
2025 (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
(in ₹ lakhs)
Secretary
Interest Payable
1. Da vinder Singh Chairman & 8.01 0.03 2.76 0.01 0.43 Negligible 4.32 0.04
Kohli Managing
Director
2. Jat inder Kaur Non Executive 25.87 0.09 11.90 0.02 0.14 Negligible 7.68 0.07
Kohli Director
3. Am rit Paul Singh Joint Managing 6.83 0.02 3.16 0.01 0.04 Negligible 9.55 0.09
Kohli Director
4. Ind er Pal Kaur Non Executive 19.07 0.07 13.08 0.03 4.06 0.03 9.38 0.08
Kohli Director
Unsecured Loan*
1. Davinder Singh Chairman & 168.93 0.60 243.73 0.50 193.65 1.42 73.04 0.66
Kohli Managing
Director
2. Jatinder Kaur Non Executive 432.89 1.55 460.40 0.94 101.67 0.74 26.70 0.24
Kohli Director
3. Amrit Paul Singh Joint Managing 167.90 0.60 141.80 0.29 244.97 1.79 91.55 0.83
Kohli Director
4. Inder Pal Kaur Non Executive 306.92 1.10 380.92 0.78 132.30 0.97 71.29 0.65
Kohli Director
Rent Payable
1. Davinder Singh Chairman & - - - - 0.65 Negligible 0.55 Negligible
Kohli Managing
Director
2. Jatinder Kaur Non Executive 1.76 0.01 1.76 Negligible 2.34 0.02 3.23 0.03
Kohli Director
3. Amrit Paul Singh Joint Managing - - - - 0.85 0.01 0.45 Negligible
Kohli Director
*Interest for the financial year 2022-23 payable by Pancarbo Greenfuels Private Limited to the directors was transferred to unsecured loan account of the directors in financial year 2023-24 as it was mutually
agreed to pay the interest after the commencement of operations.
101GENERAL INFORMATION
Registered Office of our Company
Khasra No. 112//4/2/1, Village Lehri, Talwandi Sabo, Bathinda, Talwandi Sabo- 151302, Punjab, India
Corporate Office of our Company
1897, Arya Samaj Chowk, Bathinda-151001, Punjab, India
For details of change in the registered office of our Company, see “History and Certain Corporate Matters –Changes in
the registered office” beginning on page 289.
Company Registration Number and Corporate Identity Number
The registration number and corporate identity number of our Company are as follows:
Corporate Identification Number: U40200PB1992PLC012863
Company Registration Number: 012863
Address of Registrar of Companies
Our Company is registered with the RoC – Punjab and Chandigarh, which is situated at the following address:
1st Floor, Corporate Bhawan,
Plot No.4-B, Sector 27-B,
PIN-160019, Chandigarh.
Board of Directors of our Company
As on the date of this Draft Red Herring Prospectus, our Board of Directors is as set out below:
Name of Director Designation DIN Address
Davinder Singh Kohli Chairman and 00301180 H. No. C-7, Civil Lines, Bhatinda - 151001,
Managing Director Punjab, India
Amrit Paul Singh Kohli Joint Managing 01120399 D-5, Civil Lines District, Bhatinda - 151001,
Director Punjab, India
Inder Pal Kaur Kohli Non-Executive Director 00301199 D-5, Civil Lines District, Bhatinda - 151001,
Punjab, India
Jatinder Kaur Kohli Non-Executive Director 01120487 House No. C-7, Civil Lines, Bhatinda -
151001, Punjab, India
Arun Kumar Independent Director 11354432 House No. 404, Huda Plots, Sector - 19,
Panchkula – 134113, Haryana, India
Brish Bhan Goyal Independent Director 11434776 224C, Bharat Nagar, Bathinda – 151001,
Punjab, India
Girish Kumar Chadha Independent Director 10408837 H. No. 34, Ajit Nagar, Ambala Cantt, Ambala
– 133001, Haryana, India
Pankaj Bhalla Independent Director 09342370 E-65, Rishi Nagar, Haibowal Khurd,
Ludhiana-141001, Punjab, India
102For further details in relation to our Directors, see “Our Management” on page 298 of this Draft Red Herring
Prospectus.
Company Secretary and Compliance Officer
Lakhbir Singh is the Company Secretary and Compliance Officer of our Company. His contact details are as follows:
Khasra No. 112//4/2/1, Village Lehri,
Tehsil Talwandi Sabo,
District Bathinda-151302, Punjab, India
Tel No.: +91 9878290354
Email: cs@punjabcarbonic.com
Investor grievances
Bidders are advised to contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer
in case of any pre-Offer or post- Offer related grievances such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders, non-receipt of funds
by electronic mode, etc. For all Offer -related queries and for redressal of complaints, Investors may also write to
the BRLM.
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(ies) with whom the Bid cum Application Form was submitted, giving full
details such as name of the sole or first Bidder, address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity
Shares applied for, the Bid amount paid on submission of the Bid cum Application Form and the bank branch or collection
center where the application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the relevant
SCSB or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the Specified
Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the Brokers Centers, as the
case may be, quoting the full name of the sole or first Bidder, Bid cum Application Form number, address of the Bidder,
Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid-cum-Application Form, name and
address of the member of the Syndicate or the Designated Branch or the Registered Broker or address of the RTA or
address of the CDP, as the case may be, where the Bid was submitted, and the ASBA Account number in which the
amount equivalent to the Bid Amount was blocked.
All grievances relating to the UPI mechanism may be addressed to the Registrar to the Offer with a copy to the relevant
Sponsor Bank or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the
Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the Brokers
Centers, as the case may be, quoting the full name of the sole or first Bidder, Bid cum Application Form number, address
of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid cum Application Form,
name and address of the member of the Syndicate or the Designated Branch or the Registered Broker or address of the
RTA or address of the DP, as the case may be, where the Bid was submitted, and the UPI ID of the UPI ID Linked Bank
Account in which the amount equivalent to the Bid Amount was blocked.
All grievances relating to Bids submitted through the Registered Broker and/or a stock broker may be addressed to the
Stock Exchanges with a copy to the Registrar to the Offer.
All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name
of the sole or first Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum
Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of
the Bid cum Application Form and the name and address of the BRLM where the Bid cum Application Form was
submitted by the Anchor Investor. The Bidder shall also enclose a copy of the Acknowledgment Slip duly received from
the concerned Designated Intermediary in addition to the information mentioned above.
Book Running Lead Manager
Beeline Capital Advisors Private Limited
B 1311-1314, 13th Floor,
Shilp Corporate Park, Rajpath Rangoli Road,
103Thaltej Ahmedabad - 380054
Gujarat, India
Tel: +91 079 4918 5784
E-mail: mb@beelinemb.com
Website: www.beelinemb.com
Investor Grievance E-mail: ig@beelinemb.com
Contact Person: Nikhil Shah
SEBI Registration No.: INM000012917
Statement of Responsibilities
Beeline Capital Advisors Private Limited is the sole Book Running Lead Manager to the Offer and all the responsibilities
relating to co-ordination and other activities in relation to the Offer shall be performed by Beeline Capital Advisors
Private Limited and hence, a statement of inter-se allocation of responsibilities is not required.
Legal Counsel to our Company
Messrs. Kanga and Company
Advocates & Solicitors,
Readymoney Mansion,
43, Veer Nariman Road,
Fort, Mumbai – 400 001
Tel No: +91 22 6623 0000
Statutory Auditors to our Company
SSP & Company,
Chartered Accountants
Second floor, 209, Shri Ram House,
Karol Bagh -110005,
New Delhi, India.
Tel No.: +91 98107 81416, 011-25255138
Email: casspdelhi@gmail.com
Contact person: CA Sandeep Gupta
Membership Number: 099458
Peer Review Number: 017752
Firm Registration Number: 010390N
Changes in statutory auditors
Except as stated below, there has been no change in the statutory auditors of our Company during the three years
immediately preceding the date of this Draft Red Herring Prospectus:
Particulars Date of Change Reason of Change
Samarth M. Surana & Co., Chartered Accountants March 31, 2025 Completion of tenure
H.O. 14321, Street No.-8/1, Bhatti Road, Bathinda Punjab
Tel. No.: +91-9910356565
Email: casmsbrs@gmail.com
Membership Number: 538472
Firm Registration Number: 010295N
Peer Review Certificate Number: 015258
SSP & Company, Chartered Accountants September 30, 2025 Appointment as Statutory
209, 2nd Floor, Shri Ram House, Auditors for a period of five
Karol Bagh, 110005 years, with effect from the
New Delhi, India. AGM held in FY 2025-2026,
Tel No.: +91 98107 81416, 011-25255138 i.e., September 30, 2025 till
Email: casspdelhi@gmail.com the conclusion of the Annual
Membership Number: 099458 General Meeting of our
Firm Registration Number: 010390N Company to be held for FY
Peer Review Certificate Number: 017752 2029-2030.
104Registrar to the Offer
Name: KFin Technologies Limited
Address: 301, The Centrium, 3rd Floor,
Lal Bahadur Shastri,
Nav Pada, Kurla West,
Mumbai, Maharashtra, 400070
Tel: +91 40-67162222/18003094001
E-mail: punjabcarbonic.ipo@kfintech.com
Investor grievance e-mail: einward.ris@kfintech.com
Contact person: M. Murali Krishna
Website: http://www.kfintech.com/
SEBI registration number: INR000000221
Bankers to our Company
Name: HDFC Bank Limited
Address: HDFC Bank Limited, Guru Kashi Marg, Bathinda-151001
E-mail: vikram.gupta1@hdfc.bank.in
Tel No.: 9914800651
Website: www.hdfcbank.com
Contact Person: Vikram Gupta
Designated Intermediaries
Syndicate Members
The Syndicate Member(s) will be appointed prior to filing of the Red Herring Prospectus with the RoC.
Banker(s) to the Offer
The Banker(s) to the Offer will be appointed prior to filing of the Red Herring Prospectus with the RoC.
Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s) And Sponsor Bank(s)
The Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s) and Sponsor Bank(s) shall be appointed
prior to filing of the Red Herring Prospectus with the RoC.
Self Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, 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. Further, the branches of the SCSBs where the Designated Intermediaries
could submit the ASBA Form(s) of Bidders (other than RIIs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from
time to time or at such other website as may be prescribed by SEBI from time to time.
SCSBs eligible as issuer Banks for UPI and mobile applications enabled for UPI Mechanism
In accordance with SEBI RTA Master Circular, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders using the UPI Mechanism may only apply through
the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated
105from 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 Self-Certified Syndicate Banks Branches
In relation to Bids (other than Bids by Anchor Investors 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
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time or
any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting
Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes as updated from time to time.
Registered Brokers
In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Bidders can submit the ASBA Forms in the Offer
using the stock broker network of the stock exchange, i.e. through the Registered Brokers at the Broker Centers.
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 at www.bseindia.com and
www.nseindia.com, as updated from time to time.
Collecting Registrar and Share Transfer Agents (RTAs)
In terms of SEBI circular no. CIR/CFD/ POLICYCELL/11/2015 dated November 10, 2015, Bidders can submit Bid cum
Application Forms through Collecting RTAs who are registrars and transfer agents registered with SEBI and have
furnished their details to Stock Exchanges for acting in such capacity.
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/Markets/PublicIssues/RtaDp.aspx and
https://www.nseindia.com/products/consent/equities/ipos/asba-procedures.htm, respectively as updated from time to
time and on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10,
as updated from time to time.
The list of Collecting RTAs, including details such as postal address, telephone number and e-mail address, is provided
on the websites of the BSE and the NSE at http://www.bseindia.com and http://www.nseindia.com, respectively, as
updated from time to time.
Collecting Depository Participants (CDPs)
In terms of SEBI circular no. CIR/CFD/ POLICYCELL/11/2015 dated November 10, 2015, Bidders can submit Bid cum
Application Forms through CDPs who are depository participants registered with SEBI and have furnished their details
to Stock Exchanges for acting in such capacity.
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
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, 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.
Green Shoe Option
No green shoe option is contemplated under this Offer.
Debenture Trustee
106As this is an Offer consisting of Equity Shares, the appointment of a debenture trustee is not required for the Offer.
Grading of the Offer
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated March 31, 2026 from our Statutory Auditors, SSP & Company,
Chartered Accountants (FRN: 010390N), who hold a valid peer review certificate dated August 08, 2024, to include their
name as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this Red Herring Prospectus and as an “expert”
as defined under Section 2(38) of the Companies Act, 2013 in respect of various certificates issued by them including
the examination report dated March 27, 2026 on the Restated Consolidated Financial Information and the statement of
special tax benefits dated March 31, 2026, included in this Draft Red Herring Prospectus and such consents have 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.
Our Company has received written consent dated March 31, 2026 from G.S. Associates, independent chartered engineer
to include them name 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 of information certified by them, as included in this Draft Red
Herring Prospectus; and such consent as not been withdrawn as of the date of this Draft Red Herring Prospectus.
However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act.
Our Company has received written consent dated March 31, 2026 from M/s. Mittal V Kothari & Associates, Company
Secretaries (having membership number A46731), the practicing company secretary, holding a valid certificate of
practice from Institute of Company Secretaries of India, to include their name as an “expert” as defined under Section
2(38) of the Companies Act, to the extent and in their capacity as a practicing company secretary, and in respect of certain
certificates issued by them 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 U.S. Securities Act.
Trustees
As this is an Offer consisting of Equity Shares, the appointment of trustees is not required.
Monitoring Agency
Our Company will appoint the monitoring agency for monitoring the utilization of the Net Proceeds in compliance with
Regulation 41 of the SEBI ICDR Regulations, prior to filing of the Red Herring Prospectus with the RoC. For details,
see “Objects of the Offer – Monitoring of utilization of funds” on page 169 of this Draft Red Herring Prospectus.
Appraising Agency
None of the objects of the Offer for which the Net Proceeds will be utilized have been appraised by any agency.
Accordingly, no appraising entity has been appointed in relation to the Offer.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus, along with the Draft Abridged Prospectus has been filed electronically with
SEBI through the SEBI intermediary portal at https://siportal.sebi.gov.in, in accordance with SEBI ICDR Master Circular
and as specified in Regulation 25(8) of SEBI ICDR Regulations and has been emailed at cfddil@sebi.gov.in, in
accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure
– Division of Issues and Listing – CFD”. Further, a physical copy of this Draft Red Herring Prospectus shall be filed at:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
Plot No.C4-A, 'G' Block
107Bandra-Kurla Complex, Bandra (East),
Mumbai - 400051, Maharashtra
Filing of the Red Herring Prospectus and the Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed, under Section
32 of the Companies Act, would be filed with the RoC at its office and a copy of the Prospectus required to be filed under
Section 26 of the Companies Act, would be filed with the RoC at its office and through the electronic portal at
https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html.
PDF copies of the DRHP, along with the attachment of the PDF of the payment confirmation slip shall be filed under
SEBI ICDR Regulations, and any other exemption requests and similar applications under SEBI ICDR Regulations shall
be sent to the email address: cfddil@sebi.gov.in.
For details of the address of the RoC, see “- Address of Registrar of Companies” on page 102.
Book Building Process
The book building, in context of the Offer, refers to the process of collection of Bids on the basis of the Red Herring
Prospectus within the Price Band, which will be decided by our Company in consultation with the BRLM, and advertised
in all editions of the widely circulated English national daily newspaper [●], all editions of the widely circulated Hindi
national daily newspaper [●] and editions of [●], a widely circulated Punjabi daily newspaper [●], (Punjabi being the
regional language of Punjab, where our Registered Office is located) at least 2 (two) Working Days prior to the Bid/
Offer Opening Date and was made available to the Stock Exchanges for the purpose of uploading on their respective
websites. The Offer Price shall be determined by our Company, in consultation with the BRLM, after the Bid/ Offer
Closing Date. For details, see “Offer Procedure” beginning on page 485 of this Draft Red Herring Prospectus.
All potential Bidders (excluding Anchor Investors) are mandatorily required to utilize the ASBA process to
participate in the Offer by providing details of their bank account in which the corresponding Bid Amount which
will be blocked by the SCSBs. UPI Bidders can also participate in the Offer through the UPI Mechanism under
the ASBA process by either (a) providing the details of their ASBA Account in which the corresponding Bid
Amount will be blocked by the SCSBs; or (b) through the UPI Mechanism. Pursuant to the SEBI ICDR Master
Circular, all individual bidders in initial public offerings whose application sizes are up to ₹ 500,000 shall use the
UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate
Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents.
Anchor Investors are not permitted to participate in the Offer through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount)
at any stage. Retail Individual Bidders can revise their Bids during the Bid / Offer Period and withdraw their
Bids on or before the Bid/ Offer Closing Date. Anchor Investors are not allowed to withdraw their Bids after the
Anchor Investor Bidding Date. Allocation to QIBs (other than the Anchor Investors), in the Offer will be on a
proportionate basis. However, allocation to the Anchor Investors will be on a discretionary basis. For allocation
to the Non-Institutional Bidders, the following shall be followed:
(a) One-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with application
size of more than ₹ 200,000 and up to ₹ 1,000,000;
(b) Two-thirds of the portion available to Non-Institutional Bidders shall be reserved for Bidders with
application size of more than ₹ 1,000,000.
Provided that the unsubscribed portion in either of the sub-categories specified under clauses (a) or (b), may be
allocated to Bidders in the other sub-category of Non-Institutional Bidders.
Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.
The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change
from time to time and the investors are advised to make their own judgment about investment through this process
prior to submitting a Bid in the Offer.
108For further details, see “The Offer”, “Terms of the Offer” and “Offer Procedure” on pages 82, 472 and 485 , and,
respectively.
The Book Building Process and the Bidding process are subject to change, from time to time. Bidders are advised to
make their own judgment about an investment through this process prior to submitting a Bid in the Offer.
Our Company will comply with the SEBI ICDR Regulations and any other ancillary directions issued by SEBI for the
Offer.
In this regard, our Company has appointed the BRLM to manage the Offer and procure Bids for the Offer. For further
details on the method and procedure for Bidding, see “Offer Structure” and “Offer Procedure” on pages 480 and 485,
respectively.
Bidders should note that 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, which our Company shall apply
for post-Allotment.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page 485.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus with
the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed
to be offered through this Offer. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters
will be several and will be subject to certain conditions specified therein. The Underwriting Agreement is dated [●].
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(The extent of underwriting obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting
Agreement. The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus.
This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC, upon the
execution of the Underwriting Agreement.)
Name, address, telephone number Indicative Number of Equity Shares Amount Underwritten
and e-mail address of the to be Underwritten (₹ in lakhs)
Underwriters
[●] [●] [●]
The above- mentioned underwriting commitment is indicative and will be finalized after determination of the Offer
Price and actual allocation subject to the provisions of Regulation 40(3) of the SEBI ICDR Regulations.
In the opinion of our Board (based on a certificate given by the Underwriters), the resources of the abovementioned
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters
are registered with SEBI under Section 12 (1) of the SEBI Act or registered as merchant bankers with SEBI or as brokers
with the Stock Exchange(s). Our Board of Directors, at its meeting held on [●], approved the acceptance and entering
into the Underwriting Agreement mentioned above on behalf of our Company.
Notwithstanding the table above, the BRLM and the Syndicate Members shall be responsible for ensuring payment with
respect to the Equity Shares allocated to the 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 BRLM will be responsible
for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting obligations.
109CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Draft Red Herring Prospectus is set forth below:
(In ₹, except share data)
Aggregate Value Aggregate Value
Particulars
at Face value at Offer Price*
A. AUTHORISED SHARE CAPITAL (1)
3,50,00,000 Equity Shares of ₹10 each 35,00,00,000 -
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
BEFORE THE OFFER
2,29,60,740 Equity Shares of face value of ₹ 10 each 22,96,07,400 -
C. PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING
PROSPECTUS
Offer of up to 95,00,000 Equity Shares of face value of ₹ 10 each [●] [●]
aggregating up to ₹ [●] lakhs (2) (3)
of which:
Fresh Issue of up to 60,00,000 Equity Shares of face value of ₹ 10 each [●] [●]
aggregating up to ₹ [●] lakhs (2) (4)
Offer for Sale up to 35,00,000 Equity Shares of face value of ₹ 10 each [●] [●]
aggregating up to ₹ [●] lakhs (2) (3) (5)
D. ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE
CAPITAL AFTER THE OFFER**
[●] Equity Shares of face value of ₹ 10 each* [●] -
E. SECURITIES PREMIUM ACCOUNT
Before the Offer (as on the date of this Draft Red Herring Prospectus) 52,77,060
After the Offer* [●]
*To be updated upon finalisation of the Offer Price and Basis of Allotment.
** Assuming full subscription of the Offer.
(1) For details in relation to the changes in the authorised share capital of our Company in the last ten years, see “History and
Certain Corporate Matters –Amendments to the Memorandum of Association in last 10 years” on page 289.
(2) Our Board has authorised the Offer, pursuant to a resolution dated March 07, 2026. Our Shareholders have authorised the Offer
pursuant to a special resolution passed at their EGM dated March 09, 2026. Further, our Board has taken on record the consent
for the Offer for Sale by the Promoter Selling Shareholders pursuant to its resolution dated March 07, 2026.
(3) Each of the Promoter Selling Shareholders have specifically confirmed 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 or are otherwise eligible for being offered for sale in the Offer in accordance
with the provisions of the SEBI ICDR Regulations. For details on the authorization and consent of the Promoter Selling
Shareholders in relation to the Offer for Sale, see “The Offer” and “Other Regulatory and Statutory Disclosures – Authority for
the Offer” on pages 82 and 459, respectively.
(4) Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus
with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company,
in consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement
will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of SCRR. The Pre-IPO Placement, if undertaken,
shall not exceed 20% of the size of the Fresh Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will
be done towards the Objects in compliance with applicable law. Prior to the completion of the Issue and the allotment pursuant
to the Pre-IPO Placement, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity
Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO
Placement (if undertaken) shall be appropriately made in the relevant sections of the RHP and the Prospectus.
(5) Our Board has pursuant to their resolution dated March 07, 2026 taken on record the consent of each of the Promoter Selling
Shareholders to participate in the Offer for Sale. Each of the Promoter Selling Shareholders, severally and not jointly, authorised
its respective participation in the Offer for Sale to the extent of its respective portion of the Offered Shares pursuant to their
respective consent letters. Further, each of the Promoter Selling Shareholders, severally and not jointly, confirms that their
respective portion of the Offered Shares are eligible to be offered for sale in the Offer in accordance with Regulation 8 of the
SEBI ICDR Regulations.
110Sr. Promoter Selling Aggregate number of Equity Shares of face
Date of consent letters
No. Shareholder value of ₹10 each offered in the Offer for Sale
1. Davinder Singh Kohli Up to 16,50,000 Equity Shares of face value of ₹10 March 07, 2026
each aggregating to ₹ [●] lakhs.
2. Amrit Paul Singh Kohli Up to 7,25,000 Equity Shares of face value of ₹10 March 07, 2026
each aggregating to ₹ [●] lakhs.
3. Inder Pal Kaur Kohli Up to 10,25,000 Equity Shares of face value of ₹10 March 07, 2026
each aggregating to ₹ [●] lakhs.
4. Jatinder Kaur Kohli Up to 1,00,000 Equity Shares of face value of ₹10 March 07, 2026
each aggregating to ₹ [●] lakhs.
Notes to Capital Structure
1. Share Capital history of our Company
(a) Equity Share capital history of our Company
[The remainder of this page has been left intentionally blank]
111The following table sets forth the history of the Equity Share Capital of our Company:
Number of Cumulative Cumulative Face Issue /
Date of Reason/ nature Name of allottees along with the number of equity number of paid-up value per price per Nature of
allotment of allotment equity Shares allotted to each allottee shares equity equity share equity equity consideration
allotted shares capital (₹) share (₹) share (₹)
December 28, Initial 10 equity shares allotted to Mohinder Singh 40 40 4,000 100 100 Cash
1992 subscription to Kohli, 10 equity shares allotted to Davinder
MoA(1) Singh Kohli, 10 equity shares allotted to
Surinder Pal Singh Kohli and 10 equity shares
allotted to Paramjeet Kaur.
November 25, Further issue 3,000 equity shares allotted to Mohinder Singh 13,600 13,640 13,64,000 100 100 Cash
1993 Kohli, 2,300 equity shares allotted to Davinder
Singh Kohli, 1,300 equity shares allotted to
Surinder Pal Singh Kohli#, 1,000 equity shares
allotted to Swarnjit Singh Kohli, 2,150 equity
shares allotted to Amrit Paul Singh Kohli$,
2,100 equity shares allotted to Paramjeet Kaur,
1,200 equity shares allotted to Jatinder Kaur
Kohli@, 100 equity shares allotted to Satnam
Singh Anand, 250 equity shares allotted to
Harminder Kaur and 200 equity shares allotted
to Aya Singh
March 31, Further issue 100 equity shares allotted to Parminder Singh, 3,900 17,540 17,54,000 100 100 Cash
1995 100 equity shares allotted to Sulochna Khater,
100 equity shares allotted to Punam Chand
Jain, 100 equity shares allotted to Sampat Rai,
100 equity shares allotted to Navneet Kumar,
200 equity shares allotted to Inder Pal Kaur
Kohli***, 100 equity shares allotted to Rajinder
Kaur, 100 equity shares allotted to Sanjay
Begani, 160 equity shares allotted to Seema
Gunecha, 160 equity shares allotted to
Rajendra Kumar Duggar, 120 equity shares
allotted to Lalit Garg, 160 equity shares
allotted to Mool Chand Jain, 170 equity shares
allotted to Sadhna Jain, 170 equity shares
allotted to Rajeshwari Baid, 100 equity shares
allotted to Rajmati Nahta, 100 equity shares
allotted to Mal Chand Radhey Shyam HUF,
100 equity shares allotted to Mahesh kumar
112Number of Cumulative Cumulative Face Issue /
Date of Reason/ nature Name of allottees along with the number of equity number of paid-up value per price per Nature of
allotment of allotment equity Shares allotted to each allottee shares equity equity share equity equity consideration
allotted shares capital (₹) share (₹) share (₹)
Agarwal, 150 equity shares allotted to Norton
Mal Baid and Sons, 140 equity shares allotted
to Ichraj Devi Fulfagar, 150 equity shares
allotted to Surinder Kumar Baid, 170 equity
shares allotted to Mal Chand Killia, 170 equity
shares allotted to Parveen Kumar Jain, 130
equity shares allotted to Karan Singh Singhi,
150 equity shares allotted to Pukhraj Baid, 150
equity shares allotted to Ashok Kumar Garg,
170 equity shares allotted to Norton Mal Baid,
140 equity shares allotted to Pawan kumar
Fulfagar, 140 equity shares allotted to Sunita
Fulfagar and 100 equity shares allotted to
Jaskaran Khater.
February 29, Further issue 1,000 equity shares allotted to Mohinder Singh 4,200 21,740 21,74,000 100 100 Cash
1996 Kohli^, 750 equity shares allotted to Surinder
Pal Singh Kohli#, 420 equity shares allotted to
Paramjeet Kaur##, 530 equity shares allotted to
Amrit Paul Singh Kohli, 400 equity shares
allotted to Jatinder Kaur Kohli@, 600 equity
shares allotted to Swarnjeet Singh Kohli@@@,
100 equity shares allotted to Nirmala Rani,
100 equity shares allotted to Kulwinder Singh
Chawla, 100 equity shares allotted to Sandhya
Sharma, 100 equity shares allotted to S. M.
Surana and 100 equity shares allotted to Asha
Rani.
March 31, Further issue 100 equity shares allotted to Joginder Kaur. 100 21,840 21,84,000 100 100 Cash
1998
March 31, Further issue 100 equity shares allotted to Kamla Devi 400 22,240 22,24,000 100 100 Cash
2003 Surana, 100 equity shares allotted to Amrit
Paul Singh Kohli & Sons (HUF)@@, 100
equity shares allotted to Davinder Singh Kohli
& Sons### and 100 equity shares allotted to
Swarnjit Singh Anand.
March 31, Further issue 400 equity shares allotted to Bavkaran Singh 1,760 24,000 24,00,000 100 100 Cash
113Number of Cumulative Cumulative Face Issue /
Date of Reason/ nature Name of allottees along with the number of equity number of paid-up value per price per Nature of
allotment of allotment equity Shares allotted to each allottee shares equity equity share equity equity consideration
allotted shares capital (₹) share (₹) share (₹)
2004 Kohli, 300 equity shares allotted to Jasmine
Kaur, 350 equity shares allotted to Janmeet
Kaur Kohli, 350 equity shares allotted to
Razmeet Kaur^^^ and 360 equity shares allotted
to Ishleen Kaur Kohli.
January 30, Further issue 100 equity shares allotted to Satish Kumar. 100 24,100 24,10,000 100 100 Cash
2009
March 19, Further issue 100 equity shares allotted to Parvesh Kumar 200 24,300 24,30,000 100 100 Cash
2009 and 100 equity shares allotted to Parvesh
Kumar & Sons (HUF).
May 23, Further issue 100 equity shares allotted to Raj Kumar 100 24,400 24,40,000 100 100 Cash
2009(3) Bansal. (2)
August 04, Further issue 100 equity shares allotted to Jasbir Kaur and 200 24,600 24,60,000 100 100 Cash
2009 100 equity shares allotted to Jaswant Singh. (4)
November 25, Further issue 100 equity shares allotted to Jeevan Lal Jindal 100 24,700 24,70,000 100 100 Cash
2010 (5)
March 31, Further issue 13,000 equity shares allotted to Davinder 24,500 49,200 49,20,000 100 100 Cash
2011 Singh Kohli and 11,500 equity shares allotted
to Amrit Paul Singh Kohli.
February 18, Rights issue 6,000 equity shares allotted to Amrit Paul 10,500 59,700 59,70,000 100 100 Cash
2015 Singh Kohli$ and 4,500 equity shares allotted
to Inder Pal Kaur Kohli.
March 18, Rights issue 10,000 equity shares allotted to Amrit Paul 36,900 96,600 96,60,000 100 100 Cash
2015(6) Singh Kohli & Sons (HUF)%, 10,000 equity
shares allotted to Davinder Singh Kohli &
Sons and 16,900 equity shares allotted to
Davinder Singh Kohli.
March 15, Rights issue 5,500 equity shares allotted to Amrit Paul 20,000 1,16,600 1,16,60,000 100 100 Cash
2016 Singh Kohli$, 4,500 equity shares allotted to
Davinder Singh Kohli, 5,000 equity shares
allotted to Jatinder Kaur Kohli and 5,000
equity shares allotted to Inder Pal Kaur Kohli.
August 11, Rights issue 9,800 equity shares allotted to Amrit Paul 19,500 1,36,100 1,36,10,000 100 100 Cash
2016(7) Singh Kohli$ and 9,700 equity shares allotted
to Davinder Singh Kohli.
114Number of Cumulative Cumulative Face Issue /
Date of Reason/ nature Name of allottees along with the number of equity number of paid-up value per price per Nature of
allotment of allotment equity Shares allotted to each allottee shares equity equity share equity equity consideration
allotted shares capital (₹) share (₹) share (₹)
September 17, Rights issue 7,000 equity shares allotted to Amrit Paul 14,000 1,50,100 1,50,10,000 100 100 Cash
2016 Singh Kohli$ and 7,000 equity shares allotted
to Davinder Singh Kohli.
March 26, Rights issue 26,316 equity shares allotted to Amrit Paul 58,634 2,08,734 2,08,73,400 100 190 Cash
2018 Singh Kohli$, 23,948 equity shares allotted to
Davinder Singh Kohli, 527 equity shares
allotted to Gurkaran Singh Kohli, 6,316 equity
shares allotted to Inder Pal Kaur Kohli and
1,527 equity shares allotted to Jatinder Kaur
Kohli@.
Pursuant to a resolution passed by our Board dated January 27, 2026, and a resolution passed by our Shareholders dated January 31, 2026, equity shares of face value of ₹100
each of our Company were sub-divided into Equity Shares of face value of ₹10 each. Accordingly, the authorised share capital of our Company aggregating to ₹ 4,00,00,000
is sub-divided from 4,00,000 equity shares of face value ₹100 each to 40,00,000 Equity Shares of face value of ₹10 each and the issued and subscribed share capital of our
Company comprising 2,08,734 equity shares of face value of ₹100 each aggregating to ₹2,08,73,400 into was sub-divided into 20,87,340 Equity Shares of face value of ₹10
each.
February 27, Bonus issue in 82,17,300 Equity Shares were allotted to 2,08,73,400 2,29,60,740 22,96,07,400 10 - -
2026 the ratio of 10 Davinder Singh Kohli, 72,92,100 Equity
Equity Shares for Shares were allotted to Amrit Paul Singh
every one Equity Kohli, 9,45,700 Equity Shares were allotted to
Share held(8) Jatinder Kaur Kohli, 1,000 Equity Shares
allotted to Swarnjit Singh Kohli, 10,000
Equity Shares were allotted to Parminder
Singh, 18,88,600 Equity Shares were allotted
to Inder Pal Kaur Kohli, 10,10,000 Equity
Shares were allotted to Amrit Paul Singh Kohli
& Sons (HUF), 10,10,000 Equity Shares were
allotted to Davinder Singh Kohli & Sons,
1,03,200 Equity Shares were allotted to
Bavkaran Singh Kohli, 30,000 Equity Shares
were allotted to Jasmine Kaur Kohli, 35,000
Equity Shares were allotted to Janmeet Kaur
Kohli, 35,000 Equity Shares were allotted to
Razmeet Kaur, 66,000 Equity Shares were
allotted to Ishleen Kaur Kohli, 1,19,500 Equity
Shares were allotted to Gurkaran Singh Kohli,
10,000 Equity Shares were allotted to Vandana
115Number of Cumulative Cumulative Face Issue /
Date of Reason/ nature Name of allottees along with the number of equity number of paid-up value per price per Nature of
allotment of allotment equity Shares allotted to each allottee shares equity equity share equity equity consideration
allotted shares capital (₹) share (₹) share (₹)
Rani, 35,000 Equity Shares were allotted to
Kawar Deep Singh, 25,000 Equity Shares
were allotted to Arpit Singh, 10,000 Equity
Shares were allotted to Vaneet Singla, 10,000
Equity Shares were allotted to Mandeep Kaur
Ubhy, 10,000 Equity Shares were allotted to
Varinder Kaur and 10,000 Equity Shares were
allotted to Parvesh Kumar & Sons (HUF)&&&.
(1) Our Company was originally incorporated as ‘Punjab Carbonic Private Limited’, a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated
December 28, 1992 issued by the Registrar of Companies, Punjab, H.P and Chandigarh at Chandigarh. The date of subscription to the Memorandum of Association is December 28, 1992,
and the allotment of equity shares pursuant to such subscription was taken on record by our Board on December 31, 1992.
(2) Due to an inadvertent typographical error in Form 2 filed by the Company, the Issued, Subscribed and Paid-up Capital of the Company, post allotment, was incorrectly stated as ₹24,70,000
divided into 24,700 equity shares of ₹100 each instead of the correct amount of ₹24,40,000 divided into 24,400 equity shares of ₹100 each.
(3) A revised Form -2 dated September 07, 2010 has been filed for the further issue inadvertently.
(4) Due to an inadvertent typographical error in Form 2 filed by the Company, the Issued, Subscribed and Paid-up Capital of the Company, post allotment, was incorrectly stated as ₹24,90,000
divided into 24,900 equity shares of ₹100 each instead of the correct amount of ₹24,60,000 divided into 24,600 equity shares of ₹100 each.
(5) Due to an inadvertent typographical error in Form 2 filed by the Company, the Issued, Subscribed and Paid-up Capital of the Company, post allotment, was incorrectly stated as ₹26,70,000
divided into 26,700 equity shares of ₹100 each instead of the correct amount of ₹24,70,000 divided into 24,700 equity shares of ₹100 each.
(6) A revised Form PAS-3 has been filed in respect of the rights issue to rectify certain discrepancies in the number of equity shares allotted to the allottees and to correct the inadvertent list of
allottees.
(7) A revised Form PAS-3 dated August 24, 2016 has been filed for the rights issue for certain corrections in the number of equity shares allotted to the allottees.
(8) The bonus issue was in the ratio of 10 (ten) Equity Share for every 1 (one) Equity Share held by the Shareholders, authorized by a resolution passed by the Shareholders at the EGM held on
January 31, 2026 with the record date as February 27, 2026, in the manner set out above by capitalization of the sum out of reserves and surplus.
#The name of “Surinder Pal Singh Kohli” has been inadvertently recorded as “Surinder Singh Kohli” and “Surinder Paul S Kohli” in the (i) in the Form 2 filed with the RoC pursuant to allotment
of Equity Shares of face value of ₹ 100 each pursuant to the Board resolution dated November 25, 1993; and (iii) in the Form 2 filed with the RoC pursuant to allotment of Equity Shares of face
value of ₹ 100 each pursuant to the Board resolution dated February 29, 1996.
@The name of “Jatinder Kaur Kohli” has been inadvertently recorded as “Jatinder Kaur” and “Jatinder Pal Kaur Kohli” (i) in the Form 2 filed with the RoC pursuant to allotment of equity
shares of face value of ₹ 100 each pursuant to the Board resolution dated November 25, 1993;(ii) in the Form 2 filed with the RoC pursuant to allotment of equity shares of face value of ₹ 100
each pursuant to the Board resolution dated February 29, 1996; and (iii) pursuant to allotment of equity shares of face value of ₹ 100 each pursuant to the Board resolution dated March 26,
2018;
$ The name of “Amrit Paul Singh Kohli” has been inadvertently recorded as “Amrit Pal Singh Kohli” and "(i) in the Form 2 filed with the RoC pursuant to allotment of equity shares of face value
of ₹ 100 each pursuant to the Board resolution dated November 25, 1993; and (ii) in the PAS-3 filed with the RoC pursuant to allotment of equity shares of face value of ₹ 100 each pursuant to
the Board resolution dated February 18, 2015; (iii) pursuant to allotment of equity shares of face value of ₹ 100 each pursuant to the Board resolution dated March 15, 2016; (iv) pursuant to
allotment of equity shares of face value of ₹ 100 each pursuant to the Board resolution dated August 11, 2016; (v) pursuant to allotment of equity shares of face value of ₹ 100 each pursuant to
the Board resolution dated September 17, 2016; and (vi) pursuant to allotment of equity shares of face value of ₹ 100 each pursuant to the Board resolution dated March 26, 2018.
^The name of “Mohinder Singh Kohli” has been inadvertently recorded as “Mohinder S Kohli” in the Form 2 filed with the RoC (i) pursuant to allotment of equity shares of face value of ₹ 100
each pursuant to the Board resolution dated February 29, 1996.
%The name of “Amrit Paul Singh Kohli & Sons (HUF)” has been inadvertently recorded as “Amrit Pal Singh Kohli & Sons” in the Form 2/PAS-3 filed with the RoC (i) pursuant to allotment of
116equity shares of face value of ₹ 100 each pursuant to the Board resolution dated March 18, 2015.
@@The name of “Amrit Paul Singh Kohli & Sons (HUF)” has been inadvertently recorded as “Arnrit Paul S Kohli & Sons” in the Board Resolution dated March 31, 1995, provided by the
Company pursuant to the allotment of equity shares of face value of ₹100 each
#### The name of “Paramjeet Kohli” has been inadvertently recorded as “Paramjit Kohli” in the Form 2 filed with the RoC pursuant to allotment of equity shares of face value of ₹ 100 each
pursuant to the Board resolution dated February 29, 1996.
@@@ The name of “Swarnjit Singh Kohli” has been inadvertently recorded as “Sawarnjit S Kohli” in the Form 2 filed with the RoC pursuant to allotment of equity shares of face value of ₹ 100
each pursuant to the Board resolution dated February 29, 1996.
### The name of “Davinder Singh Kohli & Sons” has been inadvertently recorded as “Davinder S Kohli & Sons” in the Board Resolution dated March 31, 2003 pursuant to the allotment of equity
shares of face value of ₹100 each;
^^^The name of the shareholder has been rectified from “Mrs. Manmeet Kaur” to “Mrs. Razmeet Kaur” in the Register of Members based on the Affidavit/Undertaking and supporting documents
submitted to the Company for correction of a typographical error, without any change in the beneficial ownership of shares. Accordingly, the correct name has been reflected herein
&&&Pursuant to the Board resolution dated January 27, 2026, the Board has approved the transfer of bonus shares allotted to Parvesh Kumar & Sons (HUF), a shareholder of the Company, to
the “Suspense Escrow Demat Account/Unclaimed Securities – Suspense Escrow Account” opened with the depository participant, due not having demat account.
**The name of “Inder Pal Kaur Kohli” has been inadvertently recorded as “Inder Pal Kaur” in the Board Resolution dated March 31, 1995, provided by the Company pursuant to the allotment
of equity shares of face value of ₹100 each.
Note: Our Company has permanently lost certain statutory records in relation to certain allotments of Equity Shares, along with the annual returns for Fiscal 1993 and Fiscal 1998, and the same
is untraceable at the office of the jurisdictional Registrar of Companies. Additionally, certain filings made in relation to allotment of equity shares are permanently lost due to fire incident at the
registered office of the company. The details of such records are set out below:
Sr.
Date of allotment Nature of allotment Brief particulars of untraceable corporate records or form filings
No.
1. March 31, 1995 Further issue Form 2 filed with the jurisdictional Registrar of Companies for the issuance of 3,900 equity
shares
2. March 31, 2003 Further issue Form 2 filed with the jurisdictional Registrar of Companies for the issuance of 400 equity shares
3. March 31, 2004 Further issue Form 2 filed with the jurisdictional Registrar of Companies for the issuance of 1,760 equity
shares
4. February 18, 2015 Rights issue Letter of offer sent to the shareholders of our Company and its proof of delivery
Renunciation letter from the shareholders who renounced their rights
Letter of acceptance from the shareholders
5. March 18, 2015 Rights issue Letter of offer sent to the shareholders of our Company and its proof of delivery
Renunciation letter from the shareholders who renounced their rights
Letter of acceptance from the shareholders
6. March 15, 2016 Rights issue Letter of offer sent to the shareholders of our Company and its proof of delivery
Renunciation letter from the shareholders who renounced their rights
Letter of acceptance from the shareholders
7. August 11, 2016 Rights issue Letter of offer sent to the shareholders of our Company and its proof of delivery
Renunciation letter from the shareholders who renounced their rights
Letter of acceptance from the shareholders
8. September 17, 2016 Rights issue Letter of offer sent to the shareholders of our Company and its proof of delivery
117Sr.
Date of allotment Nature of allotment Brief particulars of untraceable corporate records or form filings
No.
Renunciation letter from the shareholders who renounced their rights
Letter of acceptance from the shareholders
9. March 26, 2018 Rights issue Letter of offer sent to the shareholders of our Company and its proof of delivery
Renunciation letter from the shareholders who renounced their rights
Letter of acceptance from the shareholders
Disclosures in relation to the aforementioned allotments have been made by placing reliance on copies of the Board and Shareholders resolutions, share certificates of respective shareholders,
register of members, allotment forms, as applicable and certificate dated March 31, 2026, from M/s. Mittal V. Kothari & Associates the Practicing Company Secretary. Please see “Risk Factors
– Our Company is unable to trace certain records of corporate actions and secretarial form filings. We cannot assure you that we will not be subject to penalties or that no other action will be
initiated against us in this regard.” on page52 .
118Our Company has made the abovementioned issuances and allotments of Equity Shares from the date of incorporation
of our Company till the date of filing of this Draft Red Herring Prospectus in compliance with the relevant provisions of
of the Companies Act, 1956 and the Companies Act, 2013, to the extent applicable.
(b) Preference Share capital history of our Company
Our Company does not have any issued or outstanding preference share capital as on the date of this Draft Red Herring
Prospectus.
2. Shares issued for consideration other than cash or out of revaluation reserves
Our Company has not issued any Equity Shares or preference shares out of revaluation reserves since its incorporation.
Further, except as disclosed below, our Company has not issued any Equity Shares for consideration other than cash or
as a bonus issue:
No. of Face Issue
Reason/
Date of equity Details of allottee and value per price per Benefits accrued
Nature of
allotment shares Equity Shares allotted Equity Equity to our Company
allotment
allotted Share (₹) Share (₹)
February 2,08,73,400 82,17,300 Equity Shares were 10 - Bonus issue N.A.
27, 2026 allotted to Davinder Singh in the ratio of
Kohli, 72,92,100 Equity 10 Equity
Shares were allotted to Amrit Shares for
Paul Singh Kohli, 9,45,700 every one
Equity Shares were allotted to Equity Share
Jatinder Kaur Kohli, 1,000 held(1)
Equity Shares allotted to
Swarnjit Singh Kohli, 10,000
Equity Shares were allotted to
Parminder Singh, 18,88,600
Equity Shares were allotted to
Inder Pal Kaur Kohli,
10,10,000 Equity Shares were
allotted to Amrit Paul Singh
Kohli & Sons (HUF),
10,10,000 Equity Shares were
allotted to Davinder Singh
Kohli & Sons, 1,03,200
Equity Shares were allotted to
Bavkaran Singh Kohli,
30,000 Equity Shares were
allotted to Jasmine Kaur
Kohli, 35,000 Equity Shares
were allotted to Janmeet Kaur
Kohli, 35,000 Equity Shares
were allotted to Razmeet
Kaur, 66,000 Equity Shares
were allotted to Ishleen Kaur
Kohli, 1,19,500 Equity Shares
were allotted to Gurkaran
Singh Kohli, 10,000 Equity
Shares were allotted to
Vandana Rani, 35,000 Equity
Shares were allotted to Kawar
Deep Singh, 25,000 Equity
Shares were allotted to Arpit
Singh, 10,000 Equity Shares
were allotted to Vaneet
Singla, 10,000 Equity Shares
119No. of Face Issue
Reason/
Date of equity Details of allottee and value per price per Benefits accrued
Nature of
allotment shares Equity Shares allotted Equity Equity to our Company
allotment
allotted Share (₹) Share (₹)
were allotted to Mandeep
Kaur Ubhy, 10,000 Equity
Shares were allotted to
Varinder Kaur and 10,000
Equity Shares were allotted to
Parvesh Kumar & Sons
(HUF).
(1) The bonus issue was in the ratio of 10 (ten) Equity Share for every 1 (one) Equity Share held by the Shareholders, authorized by a
resolution passed by the Shareholders at the EGM held on January 31, 2026 with the record date as February 27, 2026, in the manner
set out above by capitalization of the sum out of reserves and surplus.
3. Issue of Equity Shares 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 BRLM, after the Bid / Offer Closing Date.
Except as disclosed above in “- Equity Share capital history of our Company” on page 111, 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.
4. Allotment of Equity Shares pursuant to schemes of arrangement
Our Company has not allotted any Equity Shares in terms of any scheme approved under Sections 391 to 394 of the
Companies Act 1956 or Sections 230 to 234 of the Companies Act, 2013.
5. Issue of equity shares under employee stock option schemes
As on the date of this Draft Red Herring Prospectus, our Company does not have any employee stock options scheme or
any employee stock option plan or any stock appreciation rights scheme.
6. Details of shareholding of our Promoters and members of the Promoter Group
i) Equity shareholding of the Promoters
As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 2,01,78,070 Equity Shares of
face value of ₹10 each, equivalent to 87.88 % of the issued, subscribed and paid-up Equity Share capital of our
Company.
ii) Build-up of the shareholding of our Promoters in our Company
The details regarding the shareholding of our Promoters since incorporation of our Company are set forth in the
table below:
Issue Percentag Percentage
price/ e of the of the post-
Date of Number of Face value
Nature of Nature of transfer pre-Offer Offer
allotment/ equity per equity
transaction consideration price per share share
transfer shares share (₹)
equity capital capital
share (₹) (%)# (%)*
Davinder Singh Kohli
December Initial subscription 10 Cash 100 100 Negligible [●]
28, 1992 to MoA
November Further issue 2,300 Cash 100 100 0.10 [●]
25, 1993
May 13, Transfer of equity 100 Cash 100 100 Negligible [●]
1996 shares from Satnam
120Issue Percentag Percentage
price/ e of the of the post-
Date of Number of Face value
Nature of Nature of transfer pre-Offer Offer
allotment/ equity per equity
transaction consideration price per share share
transfer shares share (₹)
equity capital capital
share (₹) (%)# (%)*
Singh Anand
May 13, Transfer of equity 250 Cash 100 100 0.01 [●]
1996 shares from
Harminder Kaur
April 22, Transfer of equity 2,060 Cash 100 150 0.09 [●]
2000 shares from Surinder
Pal Singh Kohli
April 22, Transmission of 2,005 - 100 - 0.09 [●]
2003 2,005 equity shares
from Mohinder
Singh Kohli
March 31, Further issue 13,000 Cash 100 100 0.57 [●]
2011
March 18, Rights issue 16,900 Cash 100 100 0.74 [●]
2015
March 15, Rights issue 4,500 Cash 100 100 0.20 [●]
2016
August 11, Rights issue 9,700 Cash 100 100 0.42 [●]
2016
September Rights issue 7,000 Cash 100 100 0.30 [●]
17, 2016
March 15, Transfer of equity 100 Cash 100 100 Negligible [●]
2017 shares from Jeevan
Lal Jindal
March 15, Transfer of equity 100 Cash 100 100 Negligible [●]
2017 shares from Amrit
Paul Singh Kohli
March 26, Rights issue 23,948 Cash 100 190 1.04 [●]
2018
March 31, Transfer of equity 200 Cash 100 100 0.01 [●]
2022 shares from Suman
Baid
Pursuant to a resolution passed by our Board dated January 27, 2026, and a resolution passed by our Shareholders dated
January 31, 2026, equity shares of face value of ₹100 each of our Company were sub-divided into Equity Shares of
face value of ₹10 each. Consequently, 82,173 equity shares of face value of ₹100 each, held by Davinder Singh Kohli
were sub-divided into 8,21,730 Equity Shares of face value of ₹10 each.
February Bonus issue in the 82,17,300 - 10 - 35.79 [●]
27, 2026 ratio of 10 Equity
Shares for every one
Equity Share held
Total (A) 90,39,030 39.37 [●]
Amrit Paul Singh Kohli
November Further issue 2,150 Cash 100 100 0.09 [●]
25, 1993
February Further issue 530 Cash 100 100 0.02 [●]
29, 1996
April 22, Transfer of equity 2,020 Cash 100 150 0.09 [●]
2000 shares from
Paramjeet Kaur
April 22, Transmission of 2,005 - 100 - 0.09 [●]
121Issue Percentag Percentage
price/ e of the of the post-
Date of Number of Face value
Nature of Nature of transfer pre-Offer Offer
allotment/ equity per equity
transaction consideration price per share share
transfer shares share (₹)
equity capital capital
share (₹) (%)# (%)*
2003 equity shares form
Mohinder Singh
Kohli
March 31, Further issue 11,500 Cash 100 100 0.50 [●]
2011
February Rights issue 6,000 Cash 100 100 0.26 [●]
18, 2015
March 15, Rights issue 5,500 Cash 100 100 0.24 [●]
2016
August 11, Rights issue 9,800 Cash 100 100 0.43 [●]
2016
September Rights issue 7,000 Cash 100 100 0.30 [●]
17, 2016
March 15, Transfer of equity (100) Cash 100 100 Negligible [●]
2017 shares to Davinder
Singh Kohli
March 26, Rights issue 26,316 Cash 100 190 1.15 [●]
2018
March 31, Transfer of shares 100 Cash 100 100 Negligible [●]
2022 from Punam Chand
Jain
March 31, Transfer of shares 100 Cash 100 100 Negligible [●]
2022 from Sulochna
Khater
Pursuant to a resolution passed by our Board dated January 27, 2026 and a resolution passed by our Shareholders dated
January 31, 2026, equity shares of face value of ₹100 each of our Company were sub-divided into Equity Shares of
face value of ₹10 each. Consequently, 72,921 equity shares of face value of ₹100 each, held by Amrit Paul Singh Kohli
were sub-divided into 7,29,210 Equity Shares of face value of ₹10 each.
February Bonus Issue in the 72,92,100 - 10 - 31.76 [●]
27, 2026 ratio of 10 Equity
Shares for every one
Equity Share held
Total (B) 80,21,310 34.93 [●]
Jatinder Kaur Kohli
November Further issue 1,200 Cash 100 100 0.05 [●]
25, 1993
February Further issue 400 Cash 100 100 0.02 [●]
29, 1996
April 25, Transfer of equity 1,330 Cash 100 100 0.06 [●]
2000 shares from Rajinder
Kaur
March 15, Rights issue 5,000 Cash 100 100 0.22 [●]
2016
March 26, Rights issue 1,527 Cash 100 190 0.07 [●]
2018
Pursuant to a resolution passed by our Board dated January 27, 2026, and a resolution passed by our Shareholders dated
January 31, 2026, equity shares of face value of ₹100 each of our Company were sub-divided into Equity Shares of
face value of ₹10 each. Consequently, 9,457 equity shares of face value of ₹100 each, held by Jatinder Kaur Kohli were
sub-divided into 94,570 Equity Shares of face value of ₹10 each.
122Issue Percentag Percentage
price/ e of the of the post-
Date of Number of Face value
Nature of Nature of transfer pre-Offer Offer
allotment/ equity per equity
transaction consideration price per share share
transfer shares share (₹)
equity capital capital
share (₹) (%)# (%)*
February Bonus issue in the 9,45,700 - 10 - 4.12 [●]
27, 2026 ratio of 10 Equity
Shares for every one
Equity Share held
Total (C) 10,40,270 4.53 [●]
Inder Pal Kaur Kohli
March 31, Further issue 200 Cash 100 100 0.01 [●]
1995
March 19, Transfer of equity 150 Cash 100 100 0.01 [●]
1999 shares from Ashok
Kumar Garg
March 19, Transfer of equity 120 Cash 100 100 0.01 [●]
1999 shares from Lalit
Garg
March 19, Transfer of equity 170 Cash 100 100 0.01 [●]
1999 shares from Praveen
Kumar Jain
March 19, Transfer of equity 170 Cash 100 100 0.01 [●]
1999 shares from Mal
Chand Killa
March 19, Transfer of equity 160 Cash 100 100 0.01 [●]
1999 shares from
Rajendra Kumar
Duggar
March 19, Transfer of equity 100 Cash 100 100 Negligible [●]
1999 shares from Sanjay
Bengani
March 19, Transfer of equity 100 Cash 100 100 Negligible [●]
1999 shares from Mahesh
Kumar Aggarwal
March 19, Transfer of equity 100 Cash 100 100 Negligible [●]
1999 shares from Mal
Chand Radhey
Shyam (HUF)
March 19, Transfer of equity 100 Cash 100 100 Negligible [●]
1999 shares from Rajmati
Nahta
March 19, Transfer of equity 100 Cash 100 100 Negligible [●]
1999 shares from Asha
Rani
April 22, Transfer of equity 1,600 Cash 100 150 0.07 [●]
2000 shares from Swarnjit
Singh Kohli
February Rights issue 4,500 Cash 100 100 0.20 [●]
18, 2015
March 15, Rights issue 5,000 Cash 100 100 0.22 [●]
2016
March 26, Rights issue 6,316 Cash 100 190 0.28 [●]
2018
Pursuant to a resolution passed by our Board dated January 27, 2026, and a resolution passed by our Shareholders dated
123Issue Percentag Percentage
price/ e of the of the post-
Date of Number of Face value
Nature of Nature of transfer pre-Offer Offer
allotment/ equity per equity
transaction consideration price per share share
transfer shares share (₹)
equity capital capital
share (₹) (%)# (%)*
January 31, 2026, equity shares of face value of ₹100 each of our Company were sub-divided into Equity Shares of
face value of ₹10 each. Consequently, 18,886 equity shares of face value of ₹100 each, held by Inder Pal Kaur Kohli
were sub-divided into 1,88,860 Equity Shares of face value of ₹10 each.
February Bonus issue in the 18,88,600 - 10 - 8.23 [●]
27, 2026 ratio of 10 Equity
Shares for every one
Equity Share held
Total (D) 20,77,460 9.05 [●]
Total (A+B+C+D) 2,01,78,070 87.88 [●]
*Subject to finalization of Basis of Allotment.
# Adjusted for the sub-division of the face value of the equity shares of our Company, as applicable.
(a) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity
Shares.
(b) All the Equity Shares held by our Promoters (including Promoter Selling Shareholders), Promoter Group and
Directors of our Company, to the extent applicable, are in dematerialized form.
(c) None of the Equity Shares held by our Promoters are pledged as on date of this Draft Red Herring Prospectus.
(d) Details of minimum Promoters’ contribution and lock-in
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 our Promoters, shall be considered as minimum Promoters’ contribution
and locked-in for a period of 3 years from the date of Allotment or any other period as may be prescribed under applicable
law (“Minimum Promoters’ Contribution”) and the shareholding of our Promoters in excess of 20% shall be locked
in for a period of one year from the date of Allotment. Our Promoters have given consent to include such number of
Equity Shares held by them, in aggregate, as may constitute 20% of the fully diluted post-Offer Equity Share capital of
our Company as the Minimum Promoters’ Contribution. Our Promoters have agreed not to sell, transfer, dispose, charge,
pledge or otherwise encumber in any manner, the Minimum Promoters’ Contribution from the date of filing of this Draft
Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under
SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.
Details of the Equity Shares held by our Promoters, which will be locked-in as Minimum Promoters’ Contribution are
set forth in the table below:
Date of
Date up
allotment
Offer/ to which
/transfer % of the
Number Number Face Acquisiti % of the the
of Equity Nature of post-
Name of of Equity of Equity value per on price pre-Offer Equity
Shares transacti Offer
Promoter Shares Shares Equity per paid-up Shares
and when on paid-up
held locked-in Share (₹) Equity capital are
made capital**
Share (₹) subject to
fully
lock-in
paid-up*
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
Grand Total [●] [●]
* All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the case may be, of such Equity
Shares.
** Subject to finalisation of Basis of Allotment.
Note: The above details shall be filled in the Prospectus to be filed with the RoC.
124Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for computation
of Minimum Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In this connection, we
confirm the following:
(i) The Equity Shares offered for Minimum Promoters’ Contribution do not include Equity Shares acquired in the three
immediately preceding years (a) for consideration other than cash, and revaluation of assets or capitalisation of
intangible assets; or (b) Equity Shares resulting from bonus issue by utilization of revaluation reserves or unrealised
profits of our Company or bonus issue against Equity Shares, which are otherwise ineligible for computation of
Minimum Promoters’ Contribution. The price per share for determining the securities ineligible for Minimum
Promoters’ contribution, has been determined, after adjusting the same for corporate actions such as share split,
bonus issue etc., undertaken by our Company;
(ii) The Minimum Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being offered to the public in the
Offer;
(iii) Further, 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.
(iv) The Equity Shares forming part of the Minimum Promoters’ Contribution are not subject to any pledge or
encumbrance; and
(v) All the Equity Shares held by our Promoters (including Promoter Selling Shareholders), Promoter Group and
Directors of our Company, to the extent applicable, are in dematerialized form.
(d) Other Lock-in requirements
(i) In terms of Regulation 17(1) of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our
Company (other than the Minimum Promoters’ Contribution and Equity Shares held by our Promoters in excess
of Minimum Promoters Contribution which shall be locked in as prescribed in “-Details of minimum Promoters’
contribution and lock-in” on page 124), shall, unless otherwise permitted under the SEBI ICDR Regulations, be
locked-in for a period of six months from the date of Allotment as required under the SEBI ICDR
Regulations except for (i) the Equity Shares offered pursuant to the Offer for Sale; (ii) the Equity Shares held by
Shareholders who are VCFs, Category I AIFs, Category II AIFs or FVCIs, subject to the conditions set out in
Regulation 17(1) of the SEBI ICDR Regulations, provided that such Equity Shares will be locked-in for a period of
at least six months from the date of purchase by such VCFs or Category I AIFs or Category II AIFs or FVCI
Shareholders respectively. In the event that a lock-in on such pre-Offer Equity Share capital of our Company cannot
be created, the relevant Depositories shall, upon instructions from our Company, record such Equity Shares as ‘non-
transferable’ for a period of six months from the date of Allotment in the Offer. Further, any unsubscribed portion
of the Equity Shares forming part of the Offer for Sale will also be locked in, as required under the SEBI ICDR
Regulations. 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) In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are
locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled commercial
banks, public financial institutions, NBFC-SIs or housing finance companies as collateral security for loans granted
by such entities, provided that such loans have been granted for the purpose of financing one or more of the objects
of the Offer and pledge of the Equity Shares is a term of sanction of such loans. 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, the Equity Shares held by our Promoters, which are
locked-in in terms of Regulation 16 of the SEBI ICDR Regulations may be transferred to and amongst the
members of the Promoter Group including other Promoters or to any new promoter, subject to continuation
of the lock-in in the hands of the transferees for the remaining period and compliance with the SEBI
Takeover Regulations, as applicable and such transferee shall not be eligible to transfer them till the lock-in period
stipulated in SEBI ICDR Regulations has expired.
125(iv) 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30 days from
the date of Allotment.
(e) Shareholding of the members of our Promoter Group in our Company
As on the date of this Draft Red Herring Prospectus, members of our Promoter Group, hold 26,61,670 Equity Shares
equivalent to 11.59% of the issued, subscribed, and paid-up pre-Offer Equity Share capital of our Company.
Shareholding pattern of our Company
Set forth below is the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:
[remainder of the page has been intentionally left blank]
126Share Shareh
holdin Number of voting rights held No. of olding,
g as a in each class of securities (IX) shares as a % No. of locked No. of Non-Disposal Other Total number
No. % underl assumi in shares shares Undertaking encumbrances, of shares
No. of pao rf
tl
No. of Total Nto ot .a ol
f
No. of voting Rights oy ui tn sg
ta
nT uo mta bl
e
cn og
n
f vu el rl (XIII) p (l Xed Ig Ve )d (XV) if any (XVI) enc (u Xm Vb IIe )r ed eN qo u. io tyf
No. fully shares nos.
y shares nding r of sion of shares
Categor of paid- underl shares
paid- (calcul conver shares convert held in
Categ y of Share up ying held
ory (I) Shareho holde equity up Deposi (VII)= ated Cla Total tible on a ible demate
lder (II) (Ir Is I ) sh ha er lde s eq yu it Rt eo cr ey i p (V(I )V + (+ V Sa Cs p Re Rr (EC qla us is ty (s Os t %as oa f sec ieu sr it df ilu ul tly ed s ee sc (u ar si t ai %As oa f %As oa f %As oa f %As oa f %As oa f ri fa ol ris med
(IV) ss h ha er lde ts (VI) I) (, V19 II5 I7 ) ) he )r s Total A+ CB + ( din incl gu b (Xas Ii )s p ae gr ec e on f t N (ao ). st ho ata rl e N (ao ). t so ht aa rl No. (a) shto at ra el s No. (a) shto at ra el s No. (a) shto at ra el s (XV ) III
(V) As a Warra diluted es
s held held held held
% of nts) share held
(b) (b) (b) (b)
A+B+ (X) capital) (b)
C2) (XII)
(A) Promote 14 2,28,39 - - 2,28,39, 99.47 2,28,39 - 2,28,39, 99.47 - 2,28,39 99.47 - - - - - - - - - - 2,28,39,
r & ,740 740 ,740 740 ,740 740
Promote
r Group
(B) Public 7 1,21,00 - - 1,21,00 0.53 1,21,00 - 1,21,000 0.53 - 1,21,00 0.53 - - - - - - - - - - 1,21,00
0 0 0 0 0*
(C) Non- - - - - - - - - - - - - - - - - - - - - - - - -
Promote
r-Non-
Public
(C1) Shares - - - - - - - - - - - - - - - - - - - - - - - -
underlyi
ng DRs
(C2) Shares - - - - - - - - - - - - - - - - - - - - - - - -
held by
Employe
e Trusts
Total 21 2,29,60 - - 2,29,60, 100.00 2,29,60 - 2,29,60, 100.0 - 2,29,60 100.00 - - - - - - - - - - 2,29,60,
(A)+(B) ,740 740 ,740 740 0 ,740 740*
+(C)
*Pursuant to the Board resolution dated January 27, 2026, the Board has approved the transfer of bonus shares allotted to Parvesh Kumar & Sons (HUF), a shareholder of the Company, to the “Suspense Escrow
Demat Account/Unclaimed Securities – Suspense Escrow Account” opened with the depository participant, due not having demat account
1277. Aggregate pre-Offer and post-Offer shareholding of our Promoters (including the Promoter Selling
Shareholders) and the members of our Promoter Group
The aggregate pre-Offer and post-Offer shareholding of our Promoters (including the Promoter Selling
Shareholders) and members of our Promoter Group as on the date of this Draft Red Herring Prospectus is set out
below:
Pre-Offer Equity Share Capital Post-Offer Equity Share Capital
No. of Equity No. of Equity
Sr. Name of the % of paid-up % of paid-up
Shares of face Shares of face
No. Shareholder Equity Share Equity Share
value of ₹ 10 each value of ₹ 10 each
capital capital#
held held#
Promoters*
1. Davinder Singh Kohli 90,39,030 39.37 [●] [●]
2. Amrit Paul Singh Kohli 80,21,310 34.93 [●] [●]
3. Jatinder Kaur Kohli 10,40,270 4.53 [●] [●]
4. Inder Pal Kaur Kohli 20,77,460 9.05 [●] [●]
Total (A) 2,01,78,070 87.88 [●] [●]
Promoter Group (other than our Promoters)
5. Amrit Paul Singh Kohli 11,11,000 4.84 [●] [●]
& Sons (HUF)
6. Davinder Singh Kohli 11,11,000 4.84 [●] [●]
& Sons
7. Bavkaran Singh Kohli 1,13,520 0.49 [●] [●]
8. Parminder Singh 11,000 0.05 [●] [●]
9. Jasmine Kaur Kohli 33,000 0.14 [●] [●]
10. Janmeet Kaur Kohli 38,500 0.17 [●] [●]
11. Razmeet Kaur 38,500 0.17 [●] [●]
12. Ishleen Kaur Kohli 72,600 0.32 [●] [●]
13. Gurkaran Singh Kohli 1,31,450 0.57 [●] [●]
14. Swarnjit Singh Kohli 1,100 Negligible [●] [●]
Total (B) 26,61,670 11.59 [●] [●]
Total (C = A+B) 2,28,39,740 99.47 [●] [●]
*Also, the Promoter Selling Shareholder
#Subject to completion of the Offer and finalization of Allotment.
8. Details of the price at which equity shares were acquired in the last three years immediately preceding the
date of this Draft Red Herring Prospectus by our Promoters (including our Promoter Selling Shareholders)
members of our Promoter Group and the Shareholders with special rights to nominate directors or other
special rights
Except as stated below, none of our Promoters (including our Promoter Selling Shareholders) and members of our
Promoter Group have acquired any Equity Shares in the three years immediately preceding the date of this Draft
Red Herring Prospectus:
Name of Date of Face Number of Nature of Nature of Acquisition % of the
acquirer Acquisition / Value Equity considerati Transaction price per pre-Offer
Allotment (in ₹)* Shares on share share
capital#
Promoters^
Davinder Singh February 27, 10 82,17,300 - Bonus Issue - 35.79
Kohli 2026
Amrit Paul February 27, 10 72,92,100 - Bonus Issue - 31.76
Singh Kohli 2026
Jatinder Kaur February 27, 10 9,45,700 - Bonus Issue - 4.12
Kohli 2026
128Name of Date of Face Number of Nature of Nature of Acquisition % of the
acquirer Acquisition / Value Equity considerati Transaction price per pre-Offer
Allotment (in ₹)* Shares on share share
capital#
Inder Pal Kaur February 27, 10 18,88,600 - Bonus Issue - 8.23
Kohli 2026
Promoter Group
Bavkaran Singh January 16, 100 632 - Transfer by - 0.03
Kohli 2026 way of gift
from
Joginder
Kaur Kohli
February 27, 10 1,03,200 - - 0.45
Bonus Issue
2026
Gurkaran Singh January 13, 100 200 - Transfer by - 0.01
Kohli 2026 way of gift
from
Jasbir Kaur
January 16, 100 468 - Transfer by - 0.02
2026 way of gift
from
Joginder
Kaur Kohli
February 27, 10 1,19,500 - Bonus Issue - 0.52
2026
Swarnjit Singh February 27, 10 1,000 - Bonus Issue - Negligibl
Kohli 2026 e
Parminder February 27, 10 10,000 - Bonus Issue - 0.04
Singh 2026
Amrit Paul February 27, 10 10,10,000 - Bonus Issue - 4.40
Singh Kohli & 2026
Sons (HUF)
Davinder Singh February 27, 10 10,10,000 - Bonus Issue - 4.40
Kohli & Sons 2026
(HUF)
Jasmine Kaur February 27, 10 30,000 - Bonus Issue - 0.13
Kohli 2026
Janmeet Kaur February 27, 10 35,000 - Bonus Issue - 0.15
Kohli 2026
February 27, 10 35,000 - Bonus Issue - 0.15
Razmeet Kaur
2026
Ishleen Kaur February 27, 10 66,000 - Bonus Issue - 0.29
Kohli 2026
Note: As certified by SSP & Company, Chartered Accountants, our Statutory Auditors, by way of their certificate dated March
31, 2026.
^Also, Promoter Selling Shareholders
*Pursuant to a resolution passed by our Board dated January 27, 2026, and a resolution passed by our Shareholders dated
January 31, 2026, equity shares of face value of ₹100 each of our Company were sub-divided into Equity Shares of face value
of ₹10 each.
# Adjusted for the sub-division of the face value of the equity shares of our Company, as applicable.
As on the date of this Draft Red Herring Prospectus, no Shareholders have any special rights in our Company,
including the right to nominate directors on our Board.
9. Weighted average cost of all Equity Shares transacted in the one year, 18 months and three years preceding the
date of this Draft Red Herring Prospectus
129Weighted average cost of Range of acquisition
Cap Price is ‘x’ times
acquisition per Equity price per Equity
Period the weighted average
Share of face value of ₹ Share: lowest price –
cost of acquisition**
10 each (in ₹)* highest price (in ₹)*
Last one year preceding the date Nil* N.A. Nil*
of this Draft Red Herring
Prospectus.
Last 18 months preceding the Nil* N.A. Nil*
date of this Draft Red Herring
Prospectus
Last three years preceding the Nil* N.A. Nil*
date of this Draft Red Herring
Prospectus.
Note: As certified by SSP & Company, Chartered Accountants, our Statutory Auditors, by way of their certificate dated March
31, 2026.
*The weighted average price of equity shares acquired is Nil, as all acquisitions in the respective period were pursuant to a
bonus issue of equity shares and/or by way of gift.
**To be updated on finalization of Price Band
10. Average cost of acquisition of Equity Shares by our Promoters (including our Promoter Selling Shareholders)
as on the date of this Red Herring Prospectus is as follows:
The average cost of acquisition of Equity Shares by our Promoters (including our Promoter Selling Shareholders)
as at the date of this Red Herring Prospectus is:
Number of Equity Shares of
face value of ₹ 10 each as on the Average cost of acquisition
Name of Shareholder
date of this Red Herring per Equity Share (in ₹)*
Prospectus
Promoters^
Davinder Singh Kohli 82,17,300 Nil
Amrit Paul Singh Kohli 72,92,100 Nil
Jatinder Kaur Kohli 9,45,700 Nil
Inder Pal Kaur Kohli 18,88,600 Nil
Note: As certified by SSP & Company, Chartered Accountants, our Statutory Auditors, by way of their certificate dated March
31, 2026.
^Also the Promoter Selling Shareholder
*The weighted average price of equity shares acquired by the Promoters in the last one year is Nil, as all such acquisitions were
pursuant to a bonus issue of equity shares.
11. Secondary transactions involving the Promoters (including the Promoter Selling Shareholders) and members
of the Promoter Group
Except as disclosed below and in “- Build-up of our Promoters’ shareholding in our Company” on page 120, there
has been no acquisition of Equity Shares through secondary transactions involving the Promoters (including the
Promoter Selling Shareholders) and members of the Promoter Group as on the date of this Draft Red Herring
Prospectus.
No. of Face Amount
Transferee/
Name of Date of equity Value of of Nature of
S. Name of Price of
Transferor acquisition shares equity Considera considera
No major acquisition
Transferr shares tion tion
shareholder
ed (in ₹) (in ₹)
1. Paramjeet Joginder Kaur April 22, 500 100 75,000 150 Cash
Kaur 2000
2. Rajinder Kaur Joginder Kaur April 25, 500 100 50,000 100 Cash
2000
3. Rajinder Kaur Jatinder Kaur April 25, 1,330 100 1,33,000 100 Cash
Kohli 2000
130No. of Face Amount
Transferee/
Name of Date of equity Value of of Nature of
S. Name of Price of
Transferor acquisition shares equity Considera considera
No major acquisition
Transferr shares tion tion
shareholder
ed (in ₹) (in ₹)
4. Paramjeet Swarnjit April 25, 10 100 1,000 100 Cash
Kaur Singh Kohli 2005
5. Gian Kaur Ishleen Kaur August 30, 200 100 20,000 100 Cash
Kohli(1) 2006
6. Sandhya Ishleen Kaur August 30, 100 100 10,000 100 Cash
Sharma Kohli(1) 2006
7. Joginder Kaur Gurkaran January 16, 468 100 Nil Nil N.A.
Kohli Singh Kohli 2026
8. Joginder Kaur Bavkaran January 16, 632 100 Nil Nil N.A.
Kohli Singh Kohli 2026
9. Jaswant Singh Jasbir Kaur December 100 100 Nil Nil N.A.
24, 2025
10. Jasbir Kaur Gurkaran January 13, 200 100 Nil Nil N.A.
Singh Kohli 2026
(1) Since Form-7B filed with the jurisdictional Registrar of Companies could not be traced, we have placed reliance on the
board resolution to identify the transferor and transferee names. However, due to the unavailability of transfer price
information in the annual returns filed, the transfer price for these transactions could not be determined and has therefore
been reported as Nil and the nature of consideration has been reported as N.A. Disclosures in relation to the aforementioned
transaction has been made in reliance of copies of the Board and Shareholders resolutions, register of members, and
certificate dated March 31, 2026, from M/s. Mittal V. Kothari & Associates the Practicing Company Secretary. Please see
“Risk Factor – Our Company is unable to trace certain records of corporate actions and secretarial form filings. We cannot
assure you that we will not be subject to penalties or that no other action will be initiated against us in this regard” on page
52.
12. Details of equity shareholding of the major equity Shareholders of our Company
(i) The major Equity Shareholders holding more than 1% or more of the paid-up Equity Share capital of the Company
and the number of Equity Shares held by them as on the date of this Draft Red Herring Prospectus are set forth in
the table below:
Percentage of the
Number of Equity
pre-Offer Equity
Sr. Shares having face value
Name of the Shareholder Share capital (%)
No. of ₹ 10 each on a fully
on a fully diluted
diluted basis*
basis
1. Davinder Singh Kohli 90,39,030 39.37
2. Amrit Paul Singh Kohli 80,21,310 34.93
3. Jatinder Kaur Kohli 10,40,270 4.53
4. Inder Pal Kaur Kohli 20,77,460 9.05
5. Amrit Paul Singh Kohli & Sons (HUF) 11,11,000 4.84
6. Davinder Singh Kohli & Sons 11,11,000 4.84
Total 2,24,00,070 97.56
*Based on the beneficiary position statement dated March 27, 2026.
(ii) The major Equity Shareholders who held more than 1% or more of the paid-up Equity Share capital of the Company
and the number of Equity Shares held by them 10 days prior to the date of this Draft Red Herring Prospectus are
set forth in the table below:
131Percentage of the
Number of Equity
pre-Offer Equity
Sr. Shares having face value
Name of the Shareholder Share capital (in
No. of ₹ 10 each on a fully
%) on a fully
diluted basis*
diluted basis
1. Davinder Singh Kohli 90,39,030 39.37
2. Amrit Paul Singh Kohli 80,21,310 34.93
3. Jatinder Kaur Kohli 10,40,270 4.53
4. Inder Pal Kaur Kohli 20,77,460 9.05
5. Amrit Paul Singh Kohli & Sons (HUF) 11,11,000 4.84
6. Davinder Singh Kohli & Sons 11,11,000 4.84
Total 2,24,00,070 97.56
*Based on the beneficiary position statement dated March 20, 2026.
(iii) The major Equity Shareholders who held more than 1.00% or more of the paid-up equity share capital of our
Company and the number of equity shares held by them one year prior to the date of this Draft Red Herring
Prospectus are set forth in the table below:
Percentage of the
Number of equity shares
pre-Offer Equity
Sr. having face value of ₹
Name of the Shareholder Share capital (in
No. 100 each on a fully
%) on a fully
diluted basis*
diluted basis
1. Davinder Singh Kohli 82,173 39.37
2. Amrit Paul Singh Kohli 72,921 34.93
3. Inder Pal Kaur Kohli 18,886 9.05
4. Amrit Paul Singh Kohli & Sons (HUF) 10,100 4.84
5. Davinder Singh Kohli & Sons 10,100 4.84
6. Jatinder Kaur Kohli 9,457 4.53
Total 2,03,637 97.56
* Based on the register of members of our Company.
(iv) The major Equity Shareholders who held more than 1.00% or more of the paid-up equity share capital of the
Company and the number of equity shares held by them two years prior to the date of this Draft Red Herring
Prospectus are set forth in the table below:
Percentage of the
Number of equity shares
pre-Offer Equity
Sr. having face value of ₹
Name of the Shareholder Share capital (in
No. 100 each on a fully
%) on a fully
diluted basis*
diluted basis
1. Davinder Singh Kohli 82,173 39.37
2. Amrit Paul Singh Kohli 72,921 34.93
3. Inder Pal Kaur Kohli 18,886 9.05
4. Amrit Paul Singh Kohli & Sons (HUF) 10,100 4.84
5. Davinder Singh Kohli & Sons 10,100 4.84
6. Jatinder Kaur Kohli 9,457 4.53
Total 2,03,637 97.56
* Based on the register of members of our Company.
13. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company
Except as disclosed below, none of our Directors or Key Managerial Personnel or Senior Management hold any
Equity Shares of face value ₹10 each in our Company.
132Number of Equity Percentage of the
Shares having face pre-Offer Equity
Sr.
Name of the Shareholder Designation value of ₹ 10 each Share capital (in
No.
on a fully diluted %) on a fully
basis diluted basis
1. Davinder Singh Kohli Chairman and Managing Director 90,39,030 39.37
2. Amrit Paul Singh Kohli Joint Managing Director 80,21,310 34.93
3. Jatinder Kaur Kohli Non-Executive Director 10,40,270 4.53
4. Inder Pal Kaur Kohli Non-Executive Director 20,77,460 9.05
Total 2,01,78,070 87.88
14. Shareholding of our Promoters, members of our Promoter Group and additional top 10 Shareholders of our
Company as at allotment
The aggregate Equity shareholding and percentage of the pre-Offer paid-up Equity Share capital and post-Offer
Equity shareholding, of each of our Promoters, members of our Promoter Group and additional top 10 Shareholders
of our Company is set forth below:
Post-Offer Equity Share Capital
Pre-Offer Equity Share
At the lower end of the At the upper end of the
Capital
Price Band (₹ [●]) Price Band (₹ [●])
No. of
Sr. Name of the No. of Equity No. of
Equity % of paid- % of paid-
No. Shareholder Shares of Equity
Shares of up Equity up Equity Shareholdin
face value of Shares of
face value of Share Share g (in %)(2)
₹ 10 each face value of
₹ 10 each capital capital#
held# ₹ 10 each (2)
held
Promoters*
1. Davinder 90,39,030 39.37 [●] [●] [●] [●]
Singh Kohli
2. Amrit Paul 80,21,310 34.93 [●] [●] [●] [●]
Singh Kohli
3. Jatinder Kaur 10,40,270 4.53 [●] [●] [●] [●]
Kohli
4. Inder Pal Kaur 20,77,460 9.05 [●] [●] [●] [●]
Kohli
Total (A) 2,01,78,070 87.88 [●] [●] [●] [●]
Promoter Group (other than our Promoters)
5. Amrit Paul 11,11,000 4.84 [●] [●] [●] [●]
Singh Kohli &
Sons (HUF)
6. Davinder 11,11,000 4.84 [●] [●] [●] [●]
Singh Kohli &
Sons
7. Bavkaran 1,13,520 0.49 [●] [●] [●] [●]
Singh Kohli
8. Parminder 11,000 0.05 [●] [●] [●] [●]
Singh
9. Jasmine Kaur 33,000 0.14 [●] [●] [●] [●]
Kohli
10. Janmeet Kaur 38,500 0.17 [●] [●] [●] [●]
Kohli
11. Razmeet Kaur 38,500 0.17 [●] [●] [●] [●]
12. Ishleen Kaur 72,600 0.32 [●] [●] [●] [●]
Kohli
13. Gurkaran 1,31,450 0.57 [●] [●] [●] [●]
133Post-Offer Equity Share Capital
Pre-Offer Equity Share
At the lower end of the At the upper end of the
Capital
Price Band (₹ [●]) Price Band (₹ [●])
No. of
Sr. Name of the No. of Equity No. of
Equity % of paid- % of paid-
No. Shareholder Shares of Equity
Shares of up Equity up Equity Shareholdin
face value of Shares of
face value of Share Share g (in %)(2)
₹ 10 each face value of
₹ 10 each capital capital#
held# ₹ 10 each (2)
held
Singh Kohli
14. Swarnjit 1,100 Negligible [●] [●] [●] [●]
Singh Kohli
Total (B) 26,61,670 11.59 [●] [●] [●] [●]
Total (C = A+B) 2,28,39,740 99.47 [●] [●] [●] [●]
Additional Top 10 Shareholders (other than Promoters and Promoter Group)
15. [●] [●] [●] [●] [●] [●] [●]
16. [●] [●] [●] [●] [●] [●] [●]
17. [●] [●] [●] [●] [●] [●] [●]
18. [●] [●] [●] [●] [●] [●] [●]
19. [●] [●] [●] [●] [●] [●] [●]
20. [●] [●] [●] [●] [●] [●] [●]
21. [●] [●] [●] [●] [●] [●] [●]
22. [●] [●] [●] [●] [●] [●] [●]
23. [●] [●] [●] [●] [●] [●] [●]
24. [●] [●] [●] [●] [●] [●] [●]
*Also, Promoter Selling Shareholder
(1) To be updated upon finalization of the Price Band and subject to finalization of the basis of Allotment.
(2) Will include transfers of Equity Shares by Shareholders after the date of the Price Band advertisement until the date of the
Prospectus.
15. As on the date of this Draft Red Herring Prospectus, none of the BRLM or its associates (as defined under the
Companies Act, 2013, and as per the definition of the term ‘associate’ under the Securities and Exchange Board of
India (Merchant Bankers) Regulations, 1992) hold any Equity Shares of face value ₹ 10 each in our Company. We
confirm that the BRLM is not associates of the Company as per Regulation 21A of the Securities and Exchange
Board of India (Merchant Bankers) Regulations, 1992. The BRLM and its associates may engage in 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. None of the Shareholders of our Company are directly or indirectly related to the BRLM or its associates.
17. The BRLM and persons related to the BRLM or Syndicate Members cannot apply in the Offer under the Anchor
Investor Portion, except for Mutual Funds sponsored by entities which are associates of the BRLM, or insurance
companies promoted by entities which are associates of the BRLM or AIFs sponsored by entities which are
associates of the BRLM, a FPI (other than individuals, corporate bodies and family offices) sponsored by entities
which are associates of the BRLM.
18. All Equity Shares are fully paid up and there are no partly paid-up Equity Shares as on the date of this Draft Red
Herring Prospectus. The Equity Shares to be issued or transferred pursuant to the Offer shall be fully paid-up at the
time of Allotment.
19. Our Company has not made any public issue of securities of any kind or class of securities since its incorporation.
20. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which
would entitle any person any option to receive Equity Shares of our Company, as on the date of this Draft Red
Herring Prospectus.
13421. No person connected with the Offer, including, but not limited to, our Company, the members of the Syndicate, or
our Directors, Promoters or Promoter Group shall offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for
services rendered in relation to the Offer.
22. As of the date of this Draft Red Herring Prospectus, our Company has 21 Shareholders.
23. Our Company, our Promoters, our Directors and the BRLM have not made any or entered into any buy-back
arrangements or any other similar arrangement for purchase of Equity Shares to be offered as a part of the Offer.
24. Our Company presently does not intend or propose to alter its capital structure for a period of six months from the
Bid/ Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or further 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 shares or on a rights basis or by way of further
public issue of Equity Shares or qualified institutions placements or otherwise. Provided, however, that the
foregoing restrictions do not apply to (a) the Fresh Issue; and (b) any issuance of Equity Shares pursuant to the Pre-
IPO Placement.
25. Except for the allotment of Equity Shares pursuant to the Fresh Issue and Pre-IPO Placement, there will be no
further issue of Equity Shares whether by way of issue shares, preferential allotment, rights issue or in any other
manner during the period commencing from the date of filing of this Draft Red Herring Prospectus with SEBI until
the Equity Shares have been listed on the Stock Exchanges or all application monies have been refunded, as the
case may be.
26. Except as disclosed in the “- Build-up of the shareholding of our Promoters in our Company” on page Build-up of
the shareholding on page 120, respectively, none of the members of the Promoter Group, the Promoters, the
Directors of our Company, nor any of their respective relatives (as defined under the Companies Act, 2013) have
purchased or sold any securities of our Company during the period of six months immediately preceding the date
of this Draft Red Herring Prospectus.
27. 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 preceding the date of filing of this Draft Red Herring Prospectus.
28. Our Company shall ensure that any transactions in the specified securities of our Company by our Promoters and
our Promoter Group during the period between the date of filing of this Draft Red Herring Prospectus and the date
of closure of the Offer shall be reported to the Stock Exchanges within 24 hours of the transactions.
29. All Equity Shares offered through the issue shall be made fully paid-up, if applicable, or may be forfeited for non-
payment of calls within twelve months from the date of allotment of Equity Shares.
30. Except to the extent of sale of the Offered Shares in the Offer for Sale by the Promoter Selling Shareholders, none
of our Promoters or members of our Promoter Group will participate in the Offer.
31. Except for the proceeds that shall be received by Promoter Selling Shareholders, pursuant to the Offer for Sale, our
Promoters and members of our Promoter Group will not receive any proceeds from the Offer.
32. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
33. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to
time.
34. Our Company shall ensure that the Pre-IPO Placement, if undertaken, will be reported to the Stock Exchanges
within 24 hours of the Pre-IPO Placement.
35. Any oversubscription to the extent of 1% of the Offer size can be retained for the purposed of rounding off to the
nearest multiple of minimum allotment lot while finalizing the Basis for Allotment.
135OBJECTS OF THE OFFER
The Offer comprises a Fresh Issue of up to 60,00,000 Equity Shares of face value of ₹ 10 each, aggregating up to ₹ [●]
lakhs by our Company and an Offer for Sale of up to 35,00,000 Equity Shares of face value of ₹ 10 each aggregating to
up to ₹ [●] lakhs by the Promoter Selling Shareholders, subject to finalization of Basis of Allotment. For details, see “The
Offer” on page 82 .
Offer for Sale
The Promoter Selling Shareholders will be entitled to the Net Proceeds from the Offer for Sale, which comprises proceeds
from the Offer for Sale net of Offer Expenses to be shared by the Promoter Selling Shareholders, and we will not receive
any proceeds from the Offer for Sale. It is further clarified that all such payments of Offer related expenses shall be made
by our Company, in the first instance and (a) upon successful consummation of the transfer of the Offered Shares in the
Offer, or (b) in the event Offer is postponed, withdrawn, abandoned, or not successfully completed for any reason, as
may be applicable, any payments by our Company in relation to the Offer expenses on behalf of any of the Promoter
Selling Shareholders shall be reimbursed by such Promoter Selling Shareholders, severally and not jointly, to our
Company inclusive of relevant taxes thereon. The Promoter Selling Shareholders have, severally and not jointly,
authorised and consented to participate in the Offer for Sale:
Pre-Offer Equity
Name of the
Sr Shares of Number of Offered Shares of face value Date of consent
Promoter Selling
No. face value of ₹ 10 of ₹ 10 each letter
Shareholder
each held
1. Davinder Singh 90,39,030 Up to 16,50,000 Equity Shares of face value March 7, 2026
Kohli of ₹ 10 each aggregating up to ₹ [●] lakhs
2. Amrit Paul Singh 80,21,310 Up to 7,25,000 Equity Shares of face value March 7, 2026
Kohli of ₹ 10 each aggregating up to ₹ [●] lakhs
3. Jatinder Kaur 10,40,270 Up to 1,00,000 Equity Shares of face value March 7, 2026
Kohli of ₹ 10 each aggregating up to ₹ [●] lakhs
4. Inder Pal Kaur 20,77,460 Up to 10,25,000 Equity Shares of face value March 7, 2026
Kohli of ₹ 10 each aggregating up to ₹ [●] lakhs
Fresh Issue
Our Company proposes to utilize the Net Proceeds towards funding of the following objects (collectively, referred to as
“Objects”):
1. Setting up of two CO recovery units (“CRUs”) at Nellore, Andhra Pradesh and Peddapuram, Andhra Pradesh,
2
having installed capacity of 120 MTPD and 90 MTPD, respectively (“Proposed CRUs”);
2. Funding capital expenditure requirements of our Company towards purchase of CO transportation tankers to
2
strengthen existing logistic infrastructure for CO vertical;
2
3. Investment in our Material subsidiary, Pancarbo Greenfuels Private Limited (“PGPL”), for financing the capital
expenditure requirement towards expansion of its existing Ethanol Distillery located at Village Lehri, Punjab by
increasing its ethanol manufacturing capacity by 35 KLPD (“Proposed Expansion”);
4. Repayment and/or pre-payment, in full or part, of certain outstanding borrowings availed by our Company; and
5. General Corporate Purposes
In addition to the above Objects, we expect to receive the benefits of listing of the Equity Shares on the Stock Exchanges,
which include enhancement of our Company’s visibility and brand image and creation of a public market for our Equity
Shares in India, among others.
The main objects and objects necessary for furtherance of the main objects set out in the Memorandum of Association
enable us: (i) to undertake our existing business activities; (ii) to undertake the activities proposed to be funded from the
136Net Proceeds (including the activities for which funds are earmarked towards general corporate purposes), and (iii) to
undertake the activities for which loan facilities were raised and which are proposed to be prepaid or repaid from the Net
Proceeds. Further, the main objects and objects necessary for furtherance of the main objects set out in the memorandum
of association of PGPL, enables it to undertake the activities proposed to be funded from the Net Proceeds.
Net Proceeds
After deducting the Offer related expenses in relation to the Fresh Issue from the Gross Proceeds of the Fresh Issue, we
estimate the Net Proceeds to be ₹ [●] lakhs. The details of the Net Proceeds of the Offer are summarized in the table
below:
Amount
Particulars
(₹ in Lakhs)
Gross proceeds of the Fresh Issue [●](1)
(Less): Offer related expenses in relation to the Fresh Issue [●](2) (3)
Net Proceeds [●](3)
(1) Our Company, in consultation with the BRLM, may consider an issue of Specified Securities, as may be permitted under applicable law, to any
person(s), aggregating up to 20.00% of the fresh issue size at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b)
of the Securities Contracts (Regulation) Rules, 1957, as amended. Prior to the completion of the Offer, our Company shall appropriately intimate
the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the
relevant sections of the Red Herring Prospectus and the Prospectus.
(2) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to its filing with the RoC. For further details, see
“Objects of the Offer – Offer related expenses” on page 167.
(3) To be finalized upon determination of the Offer Price and will be updated in the Prospectus prior to filing with the RoC.
Utilization of Net Proceeds
The Net Proceeds are proposed to be utilized by our Company as follows:
Sr. Amount
Particulars
No. (₹ in Lakhs)
Setting up of two CO₂ recovery units (“CRUs”) at Nellore, Andhra Pradesh and Peddapuram,
1. Andhra Pradesh, having installed capacity of 120 MTPD and 90 MTPD, respectively 1,966.27
(“Proposed CRUs”)
Funding capital expenditure requirements of our Company towards purchase of CO
2. 2 1,115.25
transportation tankers to strengthen existing logistic infrastructure for CO vertical
2
Investment in our Material subsidiary, Pancarbo Greenfuels Private Limited (“PGPL”), for
financing the capital expenditure requirement towards expansion of its existing Ethanol
3. 4,061.37
Distillery located at Village Lehri, Punjab by increasing its ethanol manufacturing capacity
by 35 KLPD (“Proposed Expansion”)
Repayment and/or pre-payment, in full or part, of certain outstanding borrowings availed by
4. 850.00
our Company.
5. General Corporate Purposes(1)(2) [●]
Total(1) [●]
(1) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(2) The amount to be utilized towards general corporate purposes shall not exceed 25% of the Gross Proceeds.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation
and deployment of funds, as set out in the table below:
(₹ in Lakhs)
137Estimated Estimated Estimated
Amount
Total utilization utilization utilization
deployed as
Particulars Estimated from Net from Net from Net
of March
Cost(1)(2) Proceeds(5) Proceeds in Proceeds in
15, 2026
Fiscal 2027 Fiscal 2028
Setting up of two CO₂ recovery units
(“CRUs”) with in distilleries at
Nellore, Andhra Pradesh and
Peddapuram, Andhra Pradesh having 1,966.27 - 1,966.27 1,474.70 491.57
installed capacity of 120 MTPD and 90
MTPD, respectively (“Proposed
CRUs”)
Funding capital expenditure
requirements of our Company towards
purchase of CO transportation tankers 1,115.25 - 1,115.25 1,115.25 -
2
to strengthen existing logistic
infrastructure for CO vertical
2
Investment in our Material subsidiary,
Pancarbo Greenfuels Private Limited
(“PGPL”), for financing the capital
expenditure requirement towards
expansion of its existing Ethanol 4,061.37 - 4,061.37 3,046.03 1,015.34
Distillery located at Village Lehri,
Punjab by increasing its ethanol
manufacturing capacity by 35 KLPD
(“Proposed Expansion”)
Repayment and/or pre-payment, in full
or part, of certain outstanding 850.00 - 850.00 850.00 -
borrowings availed by our Company.
General Corporate Purposes (3) (4) - - [●] [●] [●]
Total(3) - - [●] [●] [●]
(1) Applicable taxes, to the extent required, have been excluded in the estimated cost and will be funded from our internal accruals.
(2) Total estimated cost as per the D&B Cost Vetting Report.
(3) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(4) The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(5) Our Company, in consultation with the BRLM, may consider an issue of Specified Securities, as may be permitted under applicable law, to any
person(s), aggregating up to 20.00% of the fresh issue size at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b)
of the Securities Contracts (Regulation) Rules, 1957, as amended. Prior to the completion of the Offer, our Company shall appropriately intimate
the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the
relevant sections of the Red Herring Prospectus and the Prospectus.
We intend to deploy the Net Proceeds towards the Objects as disclosed in the table above, in accordance with the business
needs of our Company. However, the actual deployment of funds will depend on a number of factors, including the timing
of completion of the Offer, market conditions, our Board’s analysis of economic trends and business requirements as
well as general factors affecting our results of operations and financial condition. Depending upon such factors, we may
have to reduce or extend the deployment period for the stated Objects, at the discretion of our management, and in
accordance with applicable laws. In the event that the estimated utilization of the Net Proceeds in a scheduled Fiscal is
not completely met, including due to the reasons stated above, the same shall be utilized in the next Fiscal, as may be
determined by our Company, in accordance with applicable laws. For further details, see “Risk Factors–The objects of
the Offer for which funds are being raised have not been appraised by any bank or financial institution and are based on
management estimates. Any revision in the estimates may require us to reschedule our expenditure and may have a
bearing on our expected revenues and earnings. Further, if there are any delays or cost overruns, our business, financial
condition and results of operations may be adversely affected” on page 69.
The above requirement of funds are based on our current business plan as approved by our Board of Directors pursuant
to their resolution dated March 31, 2026, internal management estimates based on the prevailing market conditions, and
also based on quotations obtained from certain vendors. These funding requirements or deployments have not been
appraised by any bank or financial institution. We may have to revise our funding requirements and deployment from
time to time on account of various factors, such as change in costs, including due to inflation, revision in quotations at
138the time of actual expenditure, change in financial and market conditions, our management’s analysis of economic trends
and our business requirements, changes in technology, as well as general factors affecting our results of operations,
financial condition, business and strategy and interest/exchange rate fluctuations or other external factors, which may not
be within the control of our management. This may entail rescheduling (including preponing the deployment of Net
Proceeds) and revising the funding requirement for a particular Object or increasing or decreasing the amounts earmarked
towards any of the aforementioned Objects at the discretion of our management, subject to compliance with applicable
law.
Subject to applicable laws, in the event of any increase in the actual utilization of funds earmarked for the purposes set
out above, such additional funds for a particular activity will be met by way of means available to us, including from
internal accruals. We believe that such alternate funding arrangements would be available to fund any such shortfalls at
such time period. Further, if the actual utilization towards any of the stated objects is lower than the proposed deployment,
the balance remaining may be utilized towards future growth opportunities, and/or towards funding any other purpose,
and/or general corporate purposes, subject to applicable laws to the extent that the total amount to be utilized towards
general corporate purposes will not exceed 25% of the Gross Proceeds in accordance with the SEBI ICDR Regulations
and in compliance with the objectives as set out under “—Details of the Objects—General corporate purposes” and will
be consistent with the requirements of our business. The estimated schedule of deployment of Net Proceeds is indicative
and our management may vary the amount to be utilized in a particular Fiscal at its discretion.
Means of finance
The fund requirements for the Objects are proposed to be met entirely from the Net Proceeds and in case of a shortfall in
the Net Proceeds or any increase in the actual utilization of funds earmarked for the Objects, our Company shall utilize
its internal accruals, therefore, there is no requirement to make firm arrangements of finance through verifiable means
towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue or the
existing identifiable accruals, as required under Regulation 7(1)(e) the SEBI ICDR Regulations and Paragraph 9(C)(1)
of Part A of Schedule VI.
Details of the Objects
1. Setting up of two CO₂ recovery units (“CRUs”) within distilleries at Nellore, Andhra Pradesh and
Peddapuram, Andhra Pradesh, having installed capacity of 120 MTPD and 90 MTPD, respectively
(“Proposed CRUs”).
Our Company is engaged in the manufacturing, supply and distribution of liquid CO and dry ice, as part of the CCU
2
value chain. We are an integrated carbon capture and utilisation (“CCU”) and industrial gas solutions company engaged
in the manufacturing, recovery, supply and distribution of liquid carbon dioxide (“CO₂”) and dry ice, including the design
and execution of CO₂ recovery and refining infrastructure. With over three decades of operating history, our business
model is anchored in converting unavoidable fermentation‑based CO₂ emissions into high‑purity, commercially valuable
products, thereby supporting a circular carbon economy.
CCU refers to a set of technologies aimed at reducing CO₂ emissions by capturing carbon dioxide and using it as a
feedstock for economically valuable products. Carbon capture systems are designed to isolate and purify CO₂ either from
concentrated industrial streams or from ambient air; however, capture from combustion-based sources and direct air
capture remains capital-intensive and energy-intensive, limiting near-term scalability. As a result, deployment is currently
concentrated in applications where CO₂ purity is high and capture costs are relatively low. In this context, fermentation-
based CO₂ recovery represents one of the most commercially practical and cost-effective CCU pathways. Fermentation
processes naturally produce CO₂ at high concentrations, making capture and purification simpler and less energy-
intensive compared to other sources. This allows the use of relatively simple equipment, lower capital investment and
reduced operating costs, enabling faster implementation and immediate commercial utilization. Consequently,
fermentation-based CO₂ recovery is positioned as a key near-term enabler for scaling CCU across food, beverage,
industrial gas and emerging chemical applications. (Source: Dun & Bradstreet Report).
India is the world’s third-largest emitter of CO₂, after China and the United States, with estimated annual emissions of
about 2.7 gigatonnes in 2023. The Government of India has committed to reducing CO₂ emissions intensity significantly
by mid-century and achieving net zero by 2070. Between FY 2021 and FY 2025, Indian market for commercial and
industrial grade carbon dioxide (CO₂) expanded from ₹ 29.9 billion to ₹ 37.3 billion, supported by consistent demand
from food & beverages, chemicals, healthcare, and manufacturing applications, and is further projected to increase to ₹
51.1 billion in FY 2030. (Source: Dun & Bradstreet Report).
139As on the date of this Draft Red Herring Prospectus, we operate a total of 17 CO₂ recovery units (“CRUs”) across India,
of which 9 units are operated under the BOO (Build-Own-Operate) model, wherein the CRU’s are built, owned and
operated by our Company, with full capital expenditure and operational responsibility assumed by us, and 8 units are
operated under an asset-light model, wherein CRUs are installed, operated and maintained by our Company without
ownership of the underlying assets. Additionally, 14 of these 17 CRUs are operated by our Company, while the remaining
3 units are operated by Punjab Fusion Private Limited (“PFPL”).
Our Board pursuant to their resolutions dated March 31, 2026, has approved the setting up of the Proposed CRUs at
Nellore, Andhra Pradesh having capacity of 120 MTPD (“Nellore CRU”) and at Peddapuram, Andhra Pradesh, having
capacity of 90 MTPD (“Peddapuram CRU”), and has taken note of the amount of ₹ 1,161.26 lakhs and ₹ 805.01 lakhs,
which is proposed to be funded for capital expenditure, from the Net Proceeds, towards the setting up of the Nellore CRU
and Peddapuram CRU, respectively. The fund requirements, the deployment of funds and the intended use of the Net
Proceeds for the Proposed CRUs, as described hereinabove, are based on our current business plan, management
estimates, current and valid quotations from suppliers, and other commercial and technical factors. However, such total
estimated cost and related fund requirements have not been appraised by any bank or financial institution. We may have
to revise our funding requirements and deployment on account of a variety of factors such as our financial and market
condition, business and strategy, competition and interest or exchange rate fluctuations and other external factors, which
may not be within the control of our management. This may entail rescheduling or revising the planned expenditure and
funding requirements, including the expenditure for a particular purpose at the discretion of our management. See “Risk
Factors– Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval ” on page 30.
a) Setting up of CO recovery unit within a proposed distillery at Nellore, Andhra Pradesh for production of
2
Liquid Carbon Dioxide (“CO ”) and Dry Ice with an aggregate installed capacity of 120 MTPD (“Nellore
2
CRU”)
For the setting up of the Nellore CRU, our Company has entered into a letter of intent dated February 27, 2026 with a
company operating a grain-based distillery at IFFCO Kisan Industrial Park, Nellore District, Andhra Pradesh, pursuant
to which the parties have agreed to collaborate on the installation and operation of the CRU at the distillery premises.
Pursuant to the aforesaid letter of intent, our Company has also executed a lease deed dated March 2, 2026 with such
company for the installation of the CRU, with a tenure of five years commencing from August 2026 and a monthly lease
rental of ₹0.51 lakhs.
Estimated Cost
Our Company proposes to invest Net Proceeds, amounting to ₹ 1,161.26 lakhs (i.e. excluding GST component and lease
cost) in setting up CRU within a proposed distillery at Nellore, Andhra Pradesh for production of CO and dry ice with
2
an aggregate installed capacity of 120 MTPD. The investment has been approved by our Board pursuant to its resolutions
dated March 31, 2026. Dun & Bradstreet has been appointed for preparing the D&B Cost Vetting Report certifying the
assessment of cost and its reasonableness. The amount of investment has been determined based on the D&B Cost Vetting
Report and supported by quotations from various vendors, suppliers and contractors for arriving at the cost, which are
valid as on the date of this Draft Red Herring Prospectus.
The details of the estimated costs are set out below:
(in ₹ lakhs)
GST amount to be
Total estimated To be funded
Sr funded through
Particulars costs (including from Offer
No. internal accruals
taxes) (A) proceeds (C=B-A)
(B)
1. Civil and structural work 212.40 32.40 180.00
2. Plant and machinery (including other 1,157.89 176.63 981.26
utilities)
Total 1,370.29 209.03 1,161.26
A. Civil and structural work:
The civil and structural work costs for proposed Nellore CRU includes cost toward construction of a foundations, MS
structures, cladding, fabrication & erection, office buildings, store building, lab building, electrical panel room, etc. The
total estimated cost of civil and structural work based on the D&B Cost Vetting Report and quotation received by our
Company is ₹ 180.00 Lakhs which is entirely to be funded from IPO proceeds. For the prupose of civil and structural
140work, our Company has taken quotation from M/s. Bhumi Structure dated January 29, 2026, have validity of 3 months
from the date of quotation. As on the date of this Draft Red Herring Prospectus, the quotation for the civil and structural
work is valid.
B. Plant and machinery:
The proposed capital expenditure for plant and machinery required for setting up and operating the CRU includes major
core processing equipment such as impure CO₂ gas compressors, NH₃ screw compressors, CO₂ liquefier, stripper column,
vertical heat exchangers, pre-coolers, reboilers, inter coolers and after coolers, which are essential for gas compression,
cooling, purification and liquefaction processes. The plant will also include several pressure vessels and separation
equipment such as LP and HP separator columns, moisture vessels/knockout drums, moisture separators, receivers,
scrubbers, Nox tower, foam trap, dryer vessels and activated carbon filters to ensure removal of impurities and moisture
during the processing of carbon dioxide.
Further, the project involves installation of storage infrastructure including liquid CO₂ horizontal storage tanks, along
with supporting utilities and auxiliary equipment such as pumps, valves, electrical cables, heaters, insulation systems,
electrical panels, control panels with instrumentation, blowers, micron filters and motors. The facility will also include
dry ice block machines, insulated storage containers, cooling towers and pellet activated carbon units to facilitate
downstream processing, handling and storage of CO₂ products. In addition, it also includes fabrication, erection,
installation and commissioning of the entire CRU along with necessary valves, piping systems, fittings and associated
infrastructure required for operationalizing the plant. All the above machines are indegenous.
As per the D&B Cost Vetting Report and quotation received by our Company, the total estimated cost of plant and
machinery aggregates to ₹ 981.26 Lakhs which is to be funded from IPO proceeds. As on the date of this Draft Red
Herring Prospectus, all the quotation for the plant and machinery are is valid.
The table below sets forth the break-up of the total estimated costs for the purchase of (a) civil and structural work, and
(b) plant and machinery (including other utilities):
(a) Civil and structural work
Estimated
Sr Rate cost^#
Description Unit Nos. Length Width Quantity
No (in ₹) (in ₹
lakhs)
1. Fresh Water Tank Foundation SQMTR 01 6.5 5.5 35.75 9,000 3.22
2. Waste Water Tank Foundation SQMTR 01 5.5 4.5 24.75 9,000 2.23
3. CO Blower Foundation NOS 02 01 01 02 88,000 1.76
2
4. HP Scrubber Foundation NOS 01 01 01 01 82,000 0.82
5. MS Foundation NOS 01 01 01 01 40,000 0.40
6. LP Scrubber Foundation NOS 01 01 01 01 38,000 0.38
7. Cooling Tower NOS 01 18.5 8.8 162.8 10,500 17.09
8. Cooling Tower with Pump NOS 04 01 01 04 45,000 1.80
Foundation
9. Foam Trap Foundation NOS 01 01 01 01 68,000 0.68
10. CO Cooler NOS 03 01 01 03 75,000 2.25
2
11. CO Compressor Foundation NOS 03 01 01 03 78,000 2.34
2
12. NH Tank Foundation NOS 01 01 01 01 72,000 0.72
3
13. NH Accumulator Foundation NOS 01 01 01 01 78,000 0.78
3
14. ACF Foundation NOS 04 01 01 04 42,000 1.68
15. NH Pre-Cooler Foundation NOS 01 01 01 01 68,000 0.68
3
16. NH Chiller Column Foundation NOS 01 01 01 01 82,120 0.82
3
17. NH Compressor Foundation NOS 03 01 01 03 62,660 1.88
3
18. Transfer Pump Foundation NOS 03 01 01 03 45,500 1.37
19. RV Tank Foundation NOS 01 01 01 01 280,000 2.80
20. Liquid CO Storage Tank NOS 01 01 01 01 475,000 4.75
2
Foundation
141Estimated
Sr Rate cost^#
Description Unit Nos. Length Width Quantity
No (in ₹) (in ₹
lakhs)
21. CO Dryer Foundation NOS 02 01 01 02 85,000 1.70
2
22. LP HP Cloumn Foundation NOS 04 01 01 04 82,000 3.28
23. Outer Shed Cloumn Foundation NOS 16 01 01 16 92,000 14.72
24. Office,Store,Electrical and Lab SQMTR 02 12 05 120 24,500 29.40
Building
25. Electrical Panel Room SQMTR 01 08 4.5 36 24,000 8.64
26. Fabrication and Erection of MS SQMTR 01 38 18.5 703 10,500 73.82
Structure work with, side
cladding, Truss, Roof Purline,
side Purline with Pre Coated
Sheets.
Total Estimated Cost 180.00
^ The cost is exclusive of any other applicable taxes including GST and any other incidental expenses. Such taxes and expenses to be accrued from the
internal accrual of our Company.
# All amounts are presented after rounding off to two decimal places
(b) Plant and machinery (including other utilities)
Cost per Validity
Estimated Name of Proposed Use in the
Sr Description of Unit^# Quantit Date of of
cost^# the existing operations of
No item (₹ in y Quotation Quotatio
(in ₹ lakhs) Vendor our Company
lakhs) ns
1. Pumps, Valves, 27.16 01 27.16 Aggarwal January 24, 90 Days Used for fluid transfer,
Electrical Cables, Trading 2026 process control,
Heaters and Drier Company electrical connectivity,
Media. and moisture removal
in the CO₂ recovery and
liquefaction system.
2. Insulation work 24.00 01 24.00 Adithya January 21, 90 Days Thermal insulation of
for the plant Insulations 2026 pipelines, vessels, and
having capacity refrigeration equipment
of 120 MT to minimize heat loss
and improve energy
efficiency
3. Electrical Panel 26.00 01 26.00 Cimplified January 22, 90 Days Distribution and control
Control 2026 of electrical power for
operation of
compressors, pumps,
motors and plant
instrumentation.
4. Control Panel & 22.80 01 22.80 Monitoring and
Instrumentation automation of plant
parameters such as
pressure, temperature,
flow and safety
interlocks.
5. Liquid CO2 1.80 04 7.20 Ramkrishn January 26, 90 Days Pumping liquefied CO₂
Transfer Pumps a 2026 from liquefaction Tank
Engineerin (RV) to storage tanks
g Works and Storage Tanks to
CO2 Transport Tankers
6. Cooling Tower 19.72 01 19.72 Advance February 03, 90 Days Removal of process
make Advanced Cooling 2026 heat from compressors,
Cooling Tower Towers heat exchangers and
Private cooling systems using
Limited circulating cooling
water.
142Cost per Validity
Estimated Name of Proposed Use in the
Sr Description of Unit^# Quantit Date of of
cost^# the existing operations of
No item (₹ in y Quotation Quotatio
(in ₹ lakhs) Vendor our Company
lakhs) ns
7. Micron Filter SG- 0.82 02 1.64 Ultrafilter January 29, 90 Days Filtration of CO₂
0192- 300# (SS)- (India) 2026 gas/liquid stream to
30/3-5M (With Private remove fine particulate
SS Matching Limited impurities before
Flange) further process.
8. Micron Filter SG- 0.77 01 0.77 Filtration of CO₂ gas
0192-300# stream to remove fine
MF(HTNX) 30/3 particulate impurities
- 0.01M(With SS before further
Matching Flange) liquefaction
9. Blower Model: 4.35 02 8.70 Global January 29, 90 Days Used to give a positive
816 ET Gas Trading 2026 pressure to the
Engineers compressor
10. Grundfos Make 1.66 02 3.32 Circulation of process
Pump Model water or cooling water
in the plant utility
system.
11. CO2 Globe 17.21 01 17.21 Industrial January 27, 3 Months Flow regulation,
Valves, Ball Agencies 2026 isolation and protection
Valves, Carbon of CO₂ pipelines and
Seat, Taplon Seat, process equipment.
Strainer,
Butterfly Valve,
NRV Valve
12. Motor 250kw 5.32 02 10.63 Shiva Sales February 02, 90 Days Driving major
(335 HP) RPM & Services 2026 equipment such as
IE3 with Roller compressors or
Bearing refrigeration units in
the CO₂ liquefaction
system.
13. Motor 50 HP 1.14 02 2.28 Driving blower such as
(IE2, 1500 RPM units in the CO₂
with Roller liquefaction system.
Bearing
14. Dry Ice Block 15.50 01 15.50 Freeztech February 03, 90 Days Conversion of liquid
Machine - Single Innovation 2026 CO₂ into solid dry ice
Chamber s blocks for commercial
sale.
15. Heavy Duty Puf 3.80 01 3.80 Suraksha February 03, 90 Days Storage and
insulated Transport 2026 transportation of dry
Container Systems ice while minimizing
(Ext: 3050 x 1983 India sublimation losses.
x 2135 MM Private
Int: 2600 x 1575 Limited
x 1585 MM)
16. Globe Valves 8.32 01 8.32 Super January 24, 3 Months Control, monitoring
Flanged with Refrigerati 2026 and safety regulation of
Flanges, Needle on India pressure and flow in
Valve Flanged Private CO₂ and NH3
with Flanges, Limited processing lines.
Strainer Valve
Flanged with
Flanges, Gasket,
Weldable
Flanges, Level
Gauge (Reflex)
with Valve,
Globe Valve
Weld in Line
STC-32A,
143Cost per Validity
Estimated Name of Proposed Use in the
Sr Description of Unit^# Quantit Date of of
cost^# the existing operations of
No item (₹ in y Quotation Quotatio
(in ₹ lakhs) Vendor our Company
lakhs) ns
Pressure switch,
Pressure control
valve, Solenoid
Valve (including
packing and
forwarding).
17. 150KL Liquid 65.00 02 130.00 Krison January 27, 3 Months Storage of liquefied
CO2 Horizontal Engineerin 2026 CO₂ prior to dispatch
Storage Tank g Works
18. 50KL Liquid CO2 26.00 01 26.00 Storage of liquefied
Horizontal CO₂ prior to dispatch
Storage Tank
19. 11.11KL Liquid 11.00 01 11.00 Storage of liquefied
CO2 Horizontal CO₂ prior to dispatch
Storage Tank
20. Stainless steel 23.63 01 23.63 Chirag January 19, 90 Days Interconnection of
and Mild Steel Steel 2026 process equipment for
materials safe transport of CO₂
including pipes, gas and liquid across
bends, flanges, the plant.
sockets
(including
packing,
forwarding and
freight)
21. LP Separator 6.20 01 6.20 Munters February 09, April 20, Separation of entrained
Column India 2026 2026 liquid and impurities
Humidity from CO₂ gas at low
Controls pressure stage.
Private
22. HP Separator 1.50 01 1.50 Separation of entrained
Limited
Column liquid and impurities
from CO₂ gas at low
pressure stage.
23. Column- 1200 0.32 01 0.32 To remove non
mm condensable gases from
liquid co2
24. CO2 Non- 60.85 02 121.70 Kirloskar January 27, 90 Days For compression of
Lubricated Pneumatic 2026 CO2 without using any
horizontal Gas Company lubricant to make it free
Compressor Limited form impurities like
VOC and THC
25. Activated Carbon 36.22 02 72.44 Dura January 22, Used to deodorize the
Filter Heatex 2026 90 Days CO2
India
26. Nox Tower 8.64 01 8.64 Removal of nitrogen
Private
oxides and acidic
Limited
impurities from raw
CO₂ gas stream.
27. Foam Trap 4.82 01 4.82 Removes the foam
coming from
fermentation vessel.
28. LP Scrubber 10.97 01 10.97 Used to wash the CO2
at low pressure to
remove water soluble
impurities.
29. HP Scrubber 7.19 01 7.19 Used to wash the CO2
at high pressure to
remove water soluble
impurities.
144Cost per Validity
Estimated Name of Proposed Use in the
Sr Description of Unit^# Quantit Date of of
cost^# the existing operations of
No item (₹ in y Quotation Quotatio
(in ₹ lakhs) Vendor our Company
lakhs) ns
30. Moisture Vessel/ 2.94 01 2.94 Removal of condensed
Knockout Drum moisture from CO₂ gas
before compression.
31. Dryer Vessels 5.40 01 5.40 Final dehydration of
CO₂ gas to achieve
required moisture
specification.
32. Inter Cooler (105 5.21 01 5.21 Cooling compressed
Nos) CO₂ gas between
compressor stages to
improve efficiency.
33. Inter Cooler (72 4.73 01 4.73 Cooling CO₂ gas after
Nos) final compression stage
before purification.
34. After Cooler (85 5.01 01 5.01 Cooling compressed
Nos) CO₂ gas between
compressor stages to
improve efficiency.
35. After Cooler (72 4.92 01 4.92 Cooling CO₂ gas after
Nos) final compression stage
before purification.
36. Receiver 3.99 01 3.99 Storage of refrigerant
liquid in ammonia
refrigeration system.
37. Moisture 1.18 01 1.18 Removal of entrained
Separator (1162 liquid water droplets
L) from compressed CO₂
gas.
38. Moisture 0.92 01 0.92 Removal of entrained
Separator (800 L) liquid water droplets
from compressed CO₂
gas.
39. Moisture 0.66 01 0.66 Removal of entrained
Separator (800 L) liquid water droplets
from compressed CO₂
gas.
40. Pellet Activated 21.60 01 21.60 Geofluid January 19, April 15, Adsorption of odour,
Carbon Processors 2026 2026 hydrocarbons and trace
Private impurities from CO₂
Limited gas.
41. Frick make NH3 39.27 02 78.54 Frick India January 23, 3 Months For NH3 circulation in
Screw Limited 2026 a refrigeration loop
Compressor
(N200VL-HE)
Incl. Motor
42. S&T CO2 33.55 01 33.55 Frick India January 23, 3 Months Reducing CO₂ gas
Liquefier Limited 2026 temperature prior to
refrigeration stage.
43. S&T Pre-Coolcr 9.90 01 9.90 Reducing CO₂ gas
temperature prior to
refrigeration stage.
44. 5&T Reboiler 6.60 01 6.60 Providing heat for
stripping process in
purification column.
45. Stripper Column 4.95 01 4.95 Removal of residual
volatile impurities from
CO₂ stream.
145Cost per Validity
Estimated Name of Proposed Use in the
Sr Description of Unit^# Quantit Date of of
cost^# the existing operations of
No item (₹ in y Quotation Quotatio
(in ₹ lakhs) Vendor our Company
lakhs) ns
46. Vertical Heat 7.70 01 7.70 Heat transfer between
Exchanger CO₂ and cooling
medium for
temperature control.
47. CO2 Plant 160.00 01 160.00 Mega January 21, 90 Days Fabrication, Erection,
Fabrication, Techno 2026 Installation and
Erection, Associates commissioning of
Installation and 120MT CO2 Plant.
Commissioning
of complete plant
capacity 120 MT
of CO2
Manufacturing
Plant
Total 981.26 -
^ The cost is exclusive of any other applicable taxes including GST and any other incidental expenses. Such taxes and expenses to be accrued from the
internal accrual of our Company.
# All amounts are presented after rounding off to two decimal places.
Proposed schedule of implementation
The detailed expected schedule of implementation for the setting up of a CRU having capacity of 120 MTPD, as per the
D&B Cost Vetting Report, is provided in the table below:
Sr No Particulars Date of Date of Completion
Commencement
1. Finalising land for the project March, 2026
2. Placing purchase orders for plant and machinery, etc. July, 2026
3. Receipt of plant and machinery, etc. August, 2026 onwards
4. Installation of plant and machinery, etc. August, 2026 June, 2027
5. Trial run and commissioning of CRU July, 2027 July, 2027
6. Commercial operation of CRU August, 2027
While we believe that the schedule of implementation mentioned above is achievable, there is no assurance that there
would not be any delays. For details in relation to possible risks associated with not meeting the expected schedule of
implementation for the proposed CRU, please refer to the section titled “Risk Factors – Any variation in the utilisation
of proceeds from the Fresh Issue shall be subject to applicable law.” on page 30.
Working capital requirements
Our working capital requirements in relation to the Nellore CRU (including trial runs prior to commercial production)
are expected to be fulfilled from our consolidated internal accruals or working capital facilities.
Statutory approvals
A detailed list of statutory approvals required for the Nellore CRU, as per the D&B Cost Vetting Report, is provided in
the table below. Such statutory approvals are granted on the commencement or completion of various activities, as
applicable:
Name of the statutory approval Authority Status
PESO (for Pressured Vessel/ Storage Petroleum & Explosives Safety License to be applied prior to
Tanks) Organization (PESO) (Ministry of commissioning.
Commerce & Industry, Government
of India)
Further, our company shall file necessary applications with the relevant authorities for obtaining all the requisite
approvals, as applicable, at the relevant stages in accordance with applicable law. In the event of any unanticipated delay
146in receipt of such approvals, the proposed schedule of implementation and deployment of the Net Proceeds may be
extended or may vary accordingly. For further details on the risks associated with the delay in receipt of approvals for
the Proposed CRUs, please see the section titled “Risk Factors – We propose to utilise a portion of the Net Proceeds for,
inter alia, the expansion of the Ethanol Distillery located at Village Lehri, Punjab, owned and operated by one of our
Subsidiaries, and the setting up of two CRUs within distilleries at Nellore, Andhra Pradesh and Peddapuram, Andhra
Pradesh. The funding for these facilities and expansion is based on costs derived from the D&B Cost Vetting Report and
quotations received from third-party vendors and is subject to receipt of various approvals from regulatory authorities.
Inadequate assumptions and estimates or failure to obtain the required approvals may have an adverse effect on our
business operations” on page 40. Additionally, all relevant approvals required to be obtained by the third-party distillery
in relation to the operation of the distillery and all ancillary operations conducted within the distillery premises have been
obtained/shall be obtained at the relevant stages, in accordance with applicable law.
Certain confirmations
As on date of this Draft Red Herring Prospectus, no orders for civil and structural work and purchase of the
machinery/equipment, as provided above, have been placed towards the Proposed CRU at Nellore, Andhra Pradesh. No
second-hand or used machinery is proposed to be purchased out of the Net Proceeds.
All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring Prospectus.
However, we have not entered into any definitive agreements with any of these vendors and there can be no assurance
that the same vendors would be engaged to eventually supply the equipment at the same costs. In accordance with the
terms of certain quotations obtained by our Company, the prices in relation to the plant and machinery may be subject to
revisions during the validity period of such quotations, pursuant to inter alia any update to the pricing list of the vendor,
prices of the raw materials or pursuant to foreign exchange currency fluctuations or policy changes. If there is any increase
in the costs of equipment, the additional costs shall be paid by our Company from its internal accruals or borrowings or
a combination of both. The quantity of equipment to be purchased is based on the present estimates of our management.
Our Company shall have the flexibility to deploy such equipment according to the business requirements of such facilities
and based on the estimates of our management. For further details, see “Risk Factor – We have not yet placed orders in
relation to the capital expenditure to be incurred which we intend to fund through a portion of our Net Proceeds. In the
event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment in a timely
manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may be
adversely affected” on page 38.
Our Promoters, Directors, members of the Promoter Group, Group Company, Key Managerial Personnel and members
of Senior Management do not have any interest in the proposed building and civil works, purchase of plant and machinery,
or in the entities from whom we have obtained quotations in relation to such activities.
b) Setting up of CO recovery unit within an existing distillery at Peddapuram, Andhra Pradesh for production
2
of Liquid Carbon Dioxide (“CO ”) with an aggregate installed capacity of 90 MTPD (“Peddapuram CRU”)
2
For the setting up of the Peddapuram CRU, our Company has entered into a letter of intent dated February 25, 2026 with
a company operating a grain-based distillery at Chinnabrahmadewam Marripudi Post, Peddapuram Mandal, East
Godavari Dsitrict – 533 437, Andhra Pradesh, pursuant to which the parties have agreed to collaborate on the installation
and operation of the CRU at the existing distillery premises. Pursuant to the aforesaid letter of intent, our Company has
also executed a lease deed dated March 2, 2026 with such company for the installation of the CRU, with a tenure of five
(5) years commencing from August, 2026, and a monthly lease rental of ₹0.51 lakhs.
Estimated Cost
Our Company proposes to invest Net Proceeds, amounting to ₹ 805.01 lakhs (i.e. excluding GST component and lease
cost) in setting up the CRU within the distillery at Peddapuram, Andhra Pradesh, for production of CO with an aggregate
2
installed capacity of 90 MTPD. The investment has been approved by our Board pursuant to its resolution dated March
31, 2026. The amount of investment has been determined based on the D&B Cost Vetting Report and supported by
quotations from various vendors, suppliers and contractors for arriving at the cost, which are valid as on the date of this
Draft Red Herring Prospectus.
The details of the estimated costs are set out below:
147(in ₹ lakhs)
GST amount to be
Total estimated To be funded
Sr funded through
Particulars costs (including from Offer
No. internal accruals
taxes) (A) proceeds (C=A-B)
(B)
1. Civil and structural work 177.00 27.00 150.00
2. Plant and machinery (including other 772.92 117.91 655.01
utilities)
Total 949.92 144.91 805.01
A. Civil and structural work:
The civil and structural work costs for proposed Peddapuram CRU includes cost toward construction of a foundations,
MS structures, cladding, fabrication & erection, office buildings, store building, lab building, electrical panel room, etc.
The total estimated cost of civil and structural work based on the D&B Cost Vetting Report and quotation received by
our Company is ₹ 150.00 Lakhs which is entirely to be funded from IPO proceeds. For the prupose of civil and structural
work, our Company has taken quotation from M/s. Bhumi Structure dated January 28, 2026, having validity of 3 months
from the date of quotation. As on the date of this Draft Red Herring Prospectus, the quotation for the civil and structural
work is valid.
B. Plant and machinery:
The proposed capital expenditure for plant and machinery required for setting up and operating the CRU includes major
core processing equipment such as impure CO₂ gas compressors, reciprocating CO₂ compressors, KCX 93 NH₃
compressors with control panel, tool kit and oil separator, plate heat exchangers, pre-coolers, reboilers, inter coolers and
after coolers, which are essential for gas compression, cooling, purification and liquefaction processes. The plant will
also comprise several pressure vessels and separation equipment including LP and HP separator columns, SS section
knock-out vessels, moisture vessels/knockout drums, moisture separators, receivers, scrubbers, foam traps, CS
accumulators and activated carbon filters, which facilitate removal of impurities and moisture during the processing of
carbon dioxide.
Further, the project involves installation of liquid CO₂ horizontal storage tanks, along with supporting utilities and
auxiliary equipment such as pumps, valves, electrical cables, heaters, insulation systems, electrical panels, control panels
with instrumentation, blowers, micron filters, and motors. In addition, it also includes fabrication, erection, installation
and commissioning of the entire CRU along with necessary valves, piping systems, fittings and associated infrastructure
required for operationalizing the plant. All the above machines are indegenous
As per the D&B Cost Vetting Report and quotation received by our Company, the total estimated cost of plant and
machinery aggregates to ₹ 655.01 Lakhs which is to be funded from the Net proceeds. As on the date of this Draft Red
Herring Prospectus, all the quotations for the plant and machinery is valid.
The table below sets forth the break-up of the total estimated costs for the purchase of (a) civil and structural work, and
(b) plant and machinery (including other utilities):
(a) Civil and structural work
Estimated
Sr Quant Rate cost^ #
Description Unit Nos. Length Width
No ity (in ₹) (in ₹
lakhs)
1. Fresh Water Tank Foundation SQMTR 01 5.5 4.3 23.65 9,000 2.13
2. Waste Water Tank Foundation SQMTR 01 4.25 3.8 16.15 9,000 1.45
3. CO Blower Foundation NOS 02 01 01 02 82,000 1.64
2
4. HP Scrubber Foundation NOS 01 01 01 01 78,500 0.79
5. MS Foundation NOS 01 01 01 01 35,000 0.35
6. LP Scrubber Foundation NOS 01 01 01 01 28,000 0.28
7. Cooling Tower NOS 01 12 05 60 10,300 6.18
8. Cooling Tower with Pump NOS 04 01 01 04 35,000 1.40
Foundation
148Estimated
Sr Quant Rate cost^ #
Description Unit Nos. Length Width
No ity (in ₹) (in ₹
lakhs)
9. Foam Trap Foundation NOS 01 01 01 01 65,000 0.65
10. CO Cooler NOS 03 01 01 03 60,000 1.80
2
11. CO Compressor Foundation NOS 03 01 01 03 75,000 2.25
2
12. NH Tank Foundation NOS 01 01 01 01 65,000 0.65
3
13. NH Accumulator Foundation NOS 01 01 01 01 78,000 0.78
3
14. ACF Foundation NOS 04 01 01 04 35,000 1.40
15. NH Pre-Cooler Foundation NOS 01 01 01 01 68,000 0.68
3
16. NH Chiller Column Foundation NOS 01 01 01 01 72,100 0.72
3
17. NH Compressor Foundation NOS 03 01 01 03 68,000 2.04
3
18. Transfer Pump Foundation NOS 03 01 01 03 35,000 1.05
19. RV Tank Foundation NOS 01 01 01 01 250,00 2.50
0
20. Liquid CO Storage Tank NOS 01 01 01 01 375,00 3.75
2
Foundation 0
21. CO Dryer Foundation NOS 02 01 01 02 72,000 1.44
2
22. LP HP Cloumn Foundation NOS 04 01 01 04 62,000 2.48
23. Outer Shed Cloumn Foundation NOS 16 01 01 16 75,000 12.00
24. Office,Store,Electrical and Lab SQMTR 02 12 4.7 112.8 24,000 27.07
Building
25. Electrical Panel Room SQMTR 01 06 4.5 27 24,000 6.48
26. Fabrication and Erection of MS SQMTR 01 36 18 648 10,500 68.04
Structure work with, side
cladding, Truss, Roof Purline,
side Purline with Pre Coated
Sheets.
Total Estimated Cost 150.00
^ The cost is exclusive of any other applicable taxes including GST and any other incidental expenses. Such taxes and expenses to be accrued from the
internal accrual of our Company.
#All amounts are presented after rounding off to two decimal places
(b) Plant and machinery
Cost Estimat
Validity Proposed Use in
per ed
Sr Quanti Name of the Date of of the existing
Description of item Unit^ cost^#
No ty Vendor Quotation Quotati operations of our
(₹ in (in ₹
ons Company
lakhs) lakhs)
1. Pumps, Valves, 20.37 01 20.37 Aggarwal January 90 Days Used for fluid
Electrical Cables, Trading 24, 2026 transfer, process
Heaters and Drier Company control, electrical
Media. connectivity, and
moisture removal in
the CO₂ recovery
and liquefaction
system.
2. Insulation work with 19.00 01 19.00 Adithya January 90 Days Thermal insulation
cladding and puff Insulations 21, 2026 of pipelines,
pouring for the plant vessels, and
having capacity of 90 refrigeration
MT equipment to
minimize heat loss
and improve energy
efficiency
3. Liquid CO Transfer 1.80 02 3.60 Ramkrishna January 90 Days Pumping liquefied
2
Pumps with motor, Engineering 29, 2026 CO₂ from
Base frame & coupling Works liquefaction Tank
149Cost Estimat
Validity Proposed Use in
per ed
Sr Quanti Name of the Date of of the existing
Description of item Unit^ cost^#
No ty Vendor Quotation Quotati operations of our
(₹ in (in ₹
ons Company
lakhs) lakhs)
(RV) to storage
tanks and Storage
Tanks to CO
2
Transport Tankers
4. Micron Filter SG- 0.82 02 1.64 Ultrafilter January 90 Days Filtration of CO₂
0192- 300# (SS)-30/3- (India) 29, 2026 gas/liquid stream to
5M (With SS Matching Private remove fine
Flange) Limited particulate
impurities before
further process.
5. Micron Filter SG- 0.77 01 0.77 Filtration of CO₂
0192-300# gas stream to
MF(HTNX) 30/3 - remove fine
0.01M(With SS particulate
Matching Flange) impurities before
further liquefaction
6. After Cooler 3.65 01 3.65 Mega Techno January April 30, Cooling CO₂ gas
Associates 17, 2026 2026 after final
compression stage
before
purification/liquefa
ction
7. Inter Cooler 3.95 02 7.90 Cooling
compressed CO₂
gas between
compressor stages
to improve
efficiency.
8. Blower Model: 816 ET 4.35 01 4.35 Global January 90 Days Used to give a
Gas Trading 29, 2026 positive pressure to
Engineers the compressor.
9. Grundfos Make Pump 1.66 01 1.66 Circulation of
Model process water or
cooling water in the
plant utility system.
10. PHE (Alfa Lavel) 8.50 02 17.00 3PS January 90 Days Used in the
Model M10-BWFDR Engineers 24, 2026 ammonia
with 140 Plates Private refrigeration system
Limited to condense high-
pressure ammonia
vapor from the
compressor into
liquid ammonia by
rejecting heat to
cooling water,
enabling continuous
refrigeration
required for CO₂
liquefaction.
11. CO Globe Valves, 8.30 01 8.30 Industrial January 3 Flow regulation,
2
Ball Valves, Carbon Agencies 27, 2026 Months isolation and
Seat, Taplon Seat, protection of CO₂
Strainer, Butterfly pipelines and
Valve, NRV Valve process equipment.
150Cost Estimat
Validity Proposed Use in
per ed
Sr Quanti Name of the Date of of the existing
Description of item Unit^ cost^#
No ty Vendor Quotation Quotati operations of our
(₹ in (in ₹
ons Company
lakhs) lakhs)
12. Motor 215 HP (IE2, 3.64 03 10.91 Shiva Sales & February 90 Days Driving major
1500 RPM with Roller Services 06, 2026 equipment such as
Bearing) compressors or
refrigeration units
in the CO₂
liquefaction system.
13. Motor 425 HP (IE2, 6.13 01 6.13 Powering pumps,
1490 RPM with Roller compressors,
Bearing) blowers and
auxiliary rotating
equipment in the
plant.
14. Motor 50 HP (IE2, 1.17 02 2.34 Powering pumps,
1500 RPM with Roller compressors,
Bearing) blowers and
auxiliary rotating
equipment in the
plant.
15. Electrical panel 24.00 01 24.00 Cimplified January 90 Days Distribution and
Controls 22, 2026 control of electrical
power for operation
of compressors,
pumps, motors and
plant
instrumentation.
16. Control Panel & 22.20 01 22.20 Monitoring and
instrumentation automation of plant
parameters such as
pressure,
temperature, flow
and safety
interlocks.
17. Globe Valves Flanged 7.90 01 7.90 Super January 3 Control, monitoring
with Flanges, Needle Refrigeration 24, 2026 Months and safety
Valve Flanged with India Private regulation of
Flanges, Strainer Valve Limited pressure and flow
Flanged with Flanges, in CO₂ and NH3
Gasket, Weldable processing lines.
Flanges, Level Gauge
(Reflex) with Valve,
Globe Valve Weld in
Line STC-32A,
Pressure switch,
Pressure control valve,
Solenoid Valve
(including packing and
forwarding).
18. 100KL Liquid CO 45.00 01 45.00 Krison January 3 Storage of liquefied
2
Horizontal Storage Engineering 27, 2026 Months CO₂ prior to
Tank Works dispatch
19. 11.11 KL Liquid CO 11.00 01 11.00 Storage of liquefied
2
Horizontal Storage CO₂ prior to
Tank dispatch
20. Stainless steel and Mild 21.39 01 21.39 Chirag Steel January 90 Days For piping and
151Cost Estimat
Validity Proposed Use in
per ed
Sr Quanti Name of the Date of of the existing
Description of item Unit^ cost^#
No ty Vendor Quotation Quotati operations of our
(₹ in (in ₹
ons Company
lakhs) lakhs)
Steel materials 19, 2026 Structure support
including pipes, bends, etc.
flanges, sockets
(including packing,
forwarding and freight)
21. LP Separator Column 5.47 01 5.47 Munters India February April 20, Used to wash the
Humidity 09, 2026 2026 CO2 at low pressure
Controls to remove water
Private soluble impurities.
22. HP Separator Column 1.46 01 1.46 Limited Used to wash the
CO2 at low pressure
to remove water
soluble impurities.
23. SS section Knock out 0.24 01 0.24 Removal of
vessel condensed moisture
Column from CO₂ gas
before
compression.
24. Column- 1200 mm 0.12 02 0.24 Removal of residual
volatile impurities
from CO₂ stream.
25. CO Non- Lubricated 67.50 01 67.50 Kirloskar February 90 Days Increasing pressure
2
horizontal Gas Pneumatic 03, 2026 of purified CO₂ gas
Compressor Company prior to liquefaction
Limited stage.
26. KCX 93 NH 31.29 01 31.29 Kalp January 3 Refrigeration
3
Compressor with Marketing 27, 2026 Months compressor used in
control panel, tool kit ammonia
and oil separator refrigeration system
for CO₂
liquefaction.
27. Reciprocating CO Gas 14.72 02 29.44 United January 90 Days Increasing pressure
2
Compressor Compressor 27, 2026 of purified CO₂ gas
Corporation prior to liquefaction
stage.
28. Activated Carbon 21.22 02 42.43 Dura Heatex January 90 Days Adsorption of
Filter India Private 22, 2026 odour,
Limited hydrocarbons and
trace impurities
from CO₂ gas.
29. Foam Trap 4.29 01 4.29 Removal of foam
and liquid carryover
from fermentation
CO₂ gas.
30. LP Scrubber 7.75 01 7.75 Used to wash the
CO2 at low pressure
to remove water
soluble impurities.
31. HP Scrubber 6.25 01 6.25 Used to wash the
CO2 at high
pressure to remove
water soluble
impurities.
152Cost Estimat
Validity Proposed Use in
per ed
Sr Quanti Name of the Date of of the existing
Description of item Unit^ cost^#
No ty Vendor Quotation Quotati operations of our
(₹ in (in ₹
ons Company
lakhs) lakhs)
32. Moisture Vessel/ 2.29 01 2.29 Removal of
Knockout Drum condensed moisture
from CO₂ gas
before
compression.
33. Dryer Vessels 4.50 02 9.01 Final dehydration
of CO₂ gas to
achieve required
moisture
specification.
34. Single Pass Pre Cooler 6.15 01 6.15 Reducing CO₂ gas
temperature prior to
refrigeration stage.
35. 2-Pass CS Reboiler 5.89 01 5.89 Providing heat for
stripping process in
purification
column.
36. CS Column 4.55 01 4.55 Removal of residual
volatile impurities
from CO₂ stream.
37. NH Heat Exchanger 24.38 01 24.38 Heat exchange
3
between ammonia
refrigerant and CO₂
for liquefaction
process.
38. Receiver 3.25 01 3.25 Storage of
refrigerant liquid in
ammonia
refrigeration
system.
39. Moisture Separator 0.98 02 1.95 Removal of
(1162 L) entrained liquid
water droplets from
compressed CO₂
gas.
40. Moisture Separator 0.82 02 1.64 Removal of
(800 L) entrained liquid
water droplets from
compressed CO₂
gas.
41. Moisture Separator 0.66 01 0.66 Removal of
(800 L) entrained liquid
water droplets from
compressed CO₂
gas.
42. CS Accumulator 6.93 01 6.93 Used in the
ammonia
refrigeration system
to store liquid
ammonia and
ensure a steady
supply of
refrigerant to the
153Cost Estimat
Validity Proposed Use in
per ed
Sr Quanti Name of the Date of of the existing
Description of item Unit^ cost^#
No ty Vendor Quotation Quotati operations of our
(₹ in (in ₹
ons Company
lakhs) lakhs)
evaporators/CO₂
liquefier, while
separating any
vapor from the
liquid refrigerant to
maintain stable and
efficient
refrigeration for
CO₂ liquefaction.
43. Single Pass CS Heat 6.25 01 6.25 Used for heat
Exchanger exchange between
process streams to
cool or condense
CO₂ gas during
purification and
liquefaction stages,
44. Pellet Activated 21.60 01 21.60 Geofluid January April 15, Adsorption of
Carbon Processors 19, 2026 2026 odour,
Private hydrocarbons and
Limited trace impurities
from CO₂ gas.
45. CO Plant Fabrication, 125.00 01 125.00 Mega Techno January 90 Days
2 Fabrication,
Erection, Installation Associates 21, 2026
Erection,
and Commissioning of
Installation and
complete plant
commissioning of
capacity 90 MT of CO
2 90 MT CO Plant.
Manufacturing Plant 2
Total 655.01 -
^ The cost is exclusive of any other applicable taxes including GST and any other incidental expenses. Such taxes and expenses to be accrued from the
internal accrual of our Company.
# All amounts are presented after rounding off to two decimal places
Proposed schedule of implementation
The detailed expected schedule of implementation for the setting up of a CRU having capacity of 90 MTPD, as per the
D&B Cost Vetting Report is provided in the table below:
Sr No Particulars Date of Commencement Date of Completion
1. Finalising land for the project March, 2026
2. Placing purchase orders for plant and machinery, etc. July, 2026
3. Receipt of plant and machinery, etc. August, 2026 onwards
4. Installation of plant and machinery, etc. August, 2026 June, 2027
5. Trial run and commissioning of CRU July, 2027 July, 2027
6. Commercial operation of CRU August, 2027
While we believe that the schedule of implementation mentioned above is achievable, there is no assurance that there
would not be any delays. For details in relation to possible risks associated with not meeting the expected schedule of
implementation for the proposed CRU, please refer to the section titled “Risk Factors – Any variation in the utilisation
of proceeds from the Fresh Issue shall be subject to applicable law.” on page 30.
Working capital requirements
Our working capital requirements in relation to the Peddapuram CRU (including trial runs prior to commercial
production) are expected to be fulfilled from our consolidated internal accruals or working capital facilities.
154Statutory approvals
A detailed list of statutory approvals required for the Peddapuram CRU, as per the D&B Cost Vetting Report, is provided
in the table below. Such statutory approvals are granted on the commencement or completion of various activities, as
applicable:
Name of the statutory approval Authority Status
PESO (for Pressured Vessel/ Storage Petroleum & Explosives Safety License to be applied prior to
Tanks) Organization (PESO) (Ministry of commissioning.
Commerce & Industry, Government of
India)
Further, our company shall file necessary applications with the relevant authorities for obtaining all the requisite
approvals, as applicable, at the relevant stages in accordance with applicable law. In the event of any unanticipated delay
in receipt of such approvals, the proposed schedule of implementation and deployment of the Net Proceeds may be
extended or may vary accordingly. For further details on the risks associated with the delay in receipt of approvals
for the Proposed CRUs, please see the section titled “Risk Factors – We propose to utilise a portion of the Net Proceeds
for, inter alia, the expansion of the Ethanol Distillery located at Village Lehri, Punjab, owned and operated by one of
our Subsidiaries, and the setting up of two CRUs within distilleries at Nellore, Andhra Pradesh and Peddapuram, Andhra
Pradesh. The funding for these facilities and expansion is based on costs derived from the D&B Cost Vetting Report and
quotations received from third-party vendors and is subject to receipt of various approvals from regulatory authorities.
Inadequate assumptions and estimates or failure to obtain the required approvals may have an adverse effect on our
business operations” on page 40. Additionally, all relevant approvals required to be obtained by the third-party distillery
in relation to the operation of the distillery and all ancillary operations conducted within the distillery premises have been
obtained/shall be obtained at the relevant stages, in accordance with applicable law.
Certain confirmations
As on date of this Draft Red Herring Prospectus, no orders for civil and structural work and purchase of the
machinery/equipment, as provided above, have been placed towards the Proposed CRU at Peddapuram, Andhra Pradesh.
No second-hand or used machinery is proposed to be purchased out of the Net Proceeds.
All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring Prospectus.
However, we have not entered into any definitive agreements with any of these vendors and there can be no assurance
that the same vendors would be engaged to eventually supply the equipment at the same costs. In accordance with the
terms of certain quotations obtained by our Company, the prices in relation to the plant and machinery may be subject to
revisions during the validity period of such quotations, pursuant to inter alia any update to the pricing list of the vendor,
prices of the raw materials or pursuant to foreign exchange currency fluctuations or policy changes. If there is any increase
in the costs of equipment, the additional costs shall be paid by our Company from its internal accruals or borrowings or
a combination of both. The quantity of equipment to be purchased is based on the present estimates of our management.
Our Company shall have the flexibility to deploy such equipment according to the business requirements of such facilities
and based on the estimates of our management. For further details, see “Risk Factor - We have not yet placed orders in
relation to the capital expenditure to be incurred which we intend to fund through a portion of our Net Proceeds. In the
event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment in a timely
manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may be
adversely affected” on page 38.
Our Promoters, Directors, members of the Promoter Group, Group Company, Key Managerial Personnel and members
of Senior Management do not have any interest in the proposed building and civil and structural works, purchase of plant
and machinery, or in the entities from whom we have obtained quotations in relation to such activities.
2. Funding capital expenditure requirements of our Company towards purchase of CO transportation tankers
2
to strengthen existing logistic infrastructure for CO vertical.
2
Our Company is engaged in the manufacturing, supply and distribution of liquid CO and dry ice, as part of the CCU
2
value chain. We are an integrated carbon capture and utilisation (“CCU”) and industrial gas solutions company engaged
in the manufacturing, recovery, supply and distribution of liquid carbon dioxide (“CO₂”) and dry ice, including the design
and execution of CO recovery and refining infrastructure. With over three decades of operating history, our business
2
155model is anchored in converting unavoidable industrial and fermentation‑based CO emissions into high‑purity,
2
commercially valuable products, thereby supporting a circular carbon economy.
The transport of CO is an essential part of the CCU value chain, for connecting CO source(s) to CO utilization and
2 2 2
conversion sites. While, the choice of mode of transportation depends on the quantity of CO to be transported and the
2
transportation distance, for the transport of small volumes of CO typically associated with utilization opportunities such
2
as food and beverage grade applications, the transportation of purified and liquified CO is done through CO Tankers.
2 2
(Source: Dun & Bradstreet Report)
Our logistic and storage infrastructure for supply and distribution of CO primarily require investment in CO
2 2
transportation tankers. For the purpose of logistic of liquid CO , we solely rely on our self-owned fleet of CO
2 2
transportation tankers consists of transportation vehicle and mobile storage tankers. The purpose of each of these asset
classes is provided below:
1. Transport vehicles: Primarily contains specialized transport vehicle on which mobile storage tankers would be
installed and would be used for transportation of liquid CO₂ from the respective CRUs to customer locations or
distribution points.
2. Mobile storage tankers: Mobile storage tanker units mounted on transport vehicles used for delivery of liquid CO₂
at customer premises.
As at September 30, 2025, our operations are supported by a self-owned fleet of 55 CO transportation tankers, held by
2
us and PFPL, which enhances the efficiency, reliability and reach of our pan-India distribution network. Set forth below
is the total number of CO transportation tankers owned by our Company for the purpose of transportation of CO₂, as at
2
six-month period ended September 30, 2025 and the last three Fiscals:
As at the end of
Six-month period As at March 31, As at March 31, As at March 31,
Particulars
ended September 2025 2024 2023
30, 2025
Number of CO transportation 55 48 46 43
2
tankers
Set forth below is the gross block of our and transport vehicles and mobile storage tankers as at six-month period ended
September 30, 2025 and the last three Fiscals:
(₹ in Lakhs)
As at the end of
Six-month period As at March 31, As at March 31, As at March 31,
Particulars
ended September 2025 2024 2023
30, 2025
Transport vehicles 1,483.37 1,241.23 1,232.66 1,177.43
Mobile storage tankers 1,173.37 1,034.11 1,015.26 972.54
Total 2,656.74 2,275.34 2,247.92 2,149.97
Further, we adopt a demand-led and location-specific approach in establishing our CRUs, whereby the selection of plant
locations is aligned with customer concentration, demand patterns, and the availability of supporting logistics
infrastructure. This enables us to optimise transportation distances, improve delivery efficiency, ensure supply reliability,
and manage logistics costs, while effectively servicing customers across key industrial and consumption clusters.
Estimated Cost
As of the date of this Draft Red Herring Prospectus, we have obtained valid quotations for CO transportation tankers
2
aggregating up to ₹ 1,115.25 lakhs, which will be funded from Net Proceeds. A detailed break-up of the estimated costs
is as set forth below:
156Cost per Estimated
Sr Description of the Vendor and
Particulars vehicle Quantity Cost^#
No Quotation
(in ₹ Lakhs) (in ₹ Lakhs)
1. Ashok Leyland 32.62 10 326.27 Name: Grover Motors Private Limited
Model NM4225/66 Date of Quotation: February 28, 2026
BS VI 2026 Validity: April 30, 2026
Description: Transport vehicle
2. Tata Signa 4225 33.90 10 338.98 Name: Krishna Auto Sales
Date of Quotation: February 28, 2026
Validity: Two Months
Description: Transport vehicle
3. Liquid CO 22.50 20 450.00 Name: Super Cryogenic System Private
2
Transport Tanks Limited
Capacity: 23 MT Date of Quotation: February 28, 2026
Validity: April 30, 2026
Description: Mobile storage tankers
Total 1,115.25
^ Estimated Cost is exclusive of any taxes excluding GST and any other incidental expenses in relation to purchase such as registration and insurance
Charges. Such taxes and other incidental expenses shall be borne by our Company from our internal accruals.
#All amounts are presented after rounding off to two decimal places
Certain confirmations
As on date of this Draft Red Herring Prospectus, no orders for purchase of CO transportation tankers, as provided above,
2
have been placed. No second-hand or used machinery is proposed to be purchased out of the Net Proceeds.
All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring Prospectus.
However, we have not entered into any definitive agreements with any of these vendors and there can be no assurance
that the same vendors would be engaged to eventually supply the equipment at the same costs. In accordance with the
terms of certain quotations obtained by our Company, the prices in relation to the CO transportation tankers may be
2
subject to revisions during the validity period of such quotations, pursuant to inter alia any update to the pricing list of
the vendor pursuant to policy changes. If there is any increase in the costs of the CO transportation tankers, the additional
2
costs shall be paid by our Company from its internal accruals or borrowings or a combination of both. The quantity of
CO transportation tankers to be purchased is based on the present estimates of our management. Our Company shall
2
have the flexibility to deploy such vehicles or tanks according to the business requirements and based on the estimates
of our management. For further details, see “Risk Factor - We have not yet placed orders in relation to the capital
expenditure to be incurred which we intend to fund through a portion of our Net Proceeds. In the event of any delay in
placing the orders, or in the event the vendors are not able to provide the equipment in a timely manner, or at all, may
result in time and cost over-runs and our business, prospects and results of operations may be adversely affected.” on
page 38.
Our Promoters, Directors, members of the Promoter Group, Group Company, Key Managerial Personnel and members
of Senior Management do not have any interest in the procurement of CO transportation tankers, or in the entities from
2
whom we have obtained quotations in relation to such activities.
3. Investment in our Material subsidiary, Pancarbo Greenfuels Private Limited (“PGPL”), for financing the
capital expenditure requirement towards expansion of its existing Ethanol Distillery located at Village Lehri,
Punjab by increasing its ethanol manufacturing capacity by 35 KLPD (“Proposed Expansion”)
Our company entered into the ethanol segment in Fiscal 2021, through the incorporation of our Subsidiary, Pancarbo
Greenfuels Private Limited (“PGPL”). Following its incorporation, PGPL entered into long-term ethanol offtake
agreements for a period of 10 years with leading Oil Marketing Companies (“OMCs”) under the EBP Programme for
the supply of ethanol from a dedicated ethanol manufacturing facility. Pursuant to such agreements, we completed the
setting up of a dedicated ethanol plant with an installed capacity of 150 KLPD at Village Lehri, Talwandi Sabo, Bathinda,
Punjab – 151302, which commenced commercial operations in 2024. As of the six-month period ended September 30,
2025, our subsidiary had a total installed production capacity of 27,000 kilolitres, against which it achieved an actual
production of 26,555 kilolitres, reflecting a high-capacity utilization of 98.35%. This near-optimal utilization indicates
that the existing facilities are operating at almost full capacity, thereby underscoring the need for capacity expansion to
support future growth and meet increasing demand.
157India’s ethanol production ecosystem has undergone a rapid scale-up over the past few years, driven by the accelerated
Ethanol Blended Petrol (“EBP”) programme, advancing E20 blending timelines from targeted year 2030 to Ethanol
Supply Year (“ESY”) 2025-26, and strong policy backing for domestic biofuel capacity creation. In the ESY 2024–25,
OMCs have achieved an average ethanol blending of 19.05% as on July 31, 2025. Ethanol production capacity increased
sharply from 777 crore litres in ESY 2020-21 to 1,900 crore litres in ESY 2024-25, registering a robust CAGR of 25.0%
over the period. India has witnessed a steady expansion in its ethanol production infrastructure over the last few Ethanol
Supply Years as the total number of distilleries increased from around 350 units in ESY 2020–21 to nearly 500 units by
ESY 2024–25. This growth trajectory highlights the sector’s ability to scale rapidly within a short timeframe, supported
by improved financing access, faster project execution, and growing alignment between distillery capacity and OMC
offtake requirements. (Source: Dun & Bradstreet Report).
In light of the above, we intend to expand the existing ethanol manufacturing capacity of PGPL from 150 KLPD to 185
KLPD. The Proposed Expansion will be undertaken on the existing land parcel located at Khasra No. 112//4/2/1, Village
Lehri, Talwandi Sabo, Bathinda – 151302, Punjab, India, where PGPL’s existing ethanol manufacturing facility is
currently situated. Currently, our ethanol manufacturing facility primarily operates on grain-based feedstock, and the
Proposed Expansion will further augment PGPL’s grain-based ethanol manufacturing capacity.
Existing Capacity Utilisation and Proposed Capacity Expansion
The table below sets out the actual capacity and capacity utilisation of our Ethanol Manufacturing facility under PGPL,
for the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023:
Installed Capacity
Actual Production
Particulars Capacity Utilisation
(In Kilo litres)
(In Kilo litres) (In %)
For the six-month period ended September 30, 2025(1) 27,000 26,555 98.35%
For the Financial Year ended March 31, 2025(2) 54,000 43,500 80.56%
For the Financial Year ended March 31, 2024(3) 4,500 3,567 79.27%
For the Financial Year ended March 31, 2023(4) - - -
As certified by G. S. Associates, independent chartered engineer, by certificate dated March 31, 2026.
Note: The Gross capacity of the Ethanol Manufacturing facility is 150 KLPD
(1) Total of 180 Days taken for computation of installed capacity for the six-month period ended September 30, 2025.
(2) Total of 360 Days taken for computation of installed capacity for the Financial Year ended March 31, 2025.
(3) As Ethanol Manufacturing Facility commenced its operations in March, 2024, only 30 working days are taken in assumption for assessing
the capacity utilisation for the Financial Year ended March 31, 2024.
(4) As Ethanol Manufacturing Facility received the consent for operation on October 25, 2023, no installed capacity and actual production
taken place for the Financial Year ended March 31, 2023.
The table below sets out the current installed capacity and installed capacity after completion of Proposed Expansion:
Existing Capacity(1) Proposed Capacity(1)
Proposed
Installed Proposed Installed
Installed Capacity Installed Capacity after
Particulars UOM
Capacity (KL (Annual Capacity after completion
per Day) Production in completion (Annual
KL) (KL per Day) Production in
KL)
Ethanol Manufacturing Capacity KL 150 54,000 185 66,600
As certified by G. S. Associates, independent chartered engineer, by certificate dated March 31, 2026.
(1) Total of 360 Days taken for computation of installed capacity.
Estimated Cost for expansion
Our Company proposes to invest ₹ 4,061.37 lakhs (excluding taxes) from the Net Proceeds in the Proposed Expansion.
D&B has been appointed for assessment of cost and its reasonableness. The amount of investment has been determined
based on the D&B Cost Vetting Report and supported by quotations from various vendors, suppliers and contractors for
arriving at the cost, which are valid as on the date of this Draft Red Herring Prospectus.
Further, the board of directors of PGPL and the Board of our Company pursuant to their resolutions each dated March
31, 2026, have approved and taken note, respectively, that an amount of ₹ 4,061.37 lakhs is proposed to be funded for
158capital expenditure from the Net Proceeds. The fund requirements, the deployment of funds and the intended use of the
Net Proceeds, for the Proposed Expansion, as described hereinabove, are based on our current business plan, management
estimates, current and valid quotations from suppliers, and other commercial and technical factors. However, such total
estimated cost and related fund requirements have not been appraised by any bank or financial institution. We may have
to revise our funding requirements and deployment on account of a variety of factors such as our financial and market
condition, business and strategy, competition and interest or exchange rate fluctuations and other external factors, which
may not be within the control of our management. This may entail rescheduling or revising the planned expenditure and
funding requirements, including the expenditure for a particular purpose at the discretion of our management. See “Risk
Factor – Any variation in the utilisation of proceeds from the Fresh Issue shall be subject to applicable law” on page
30.
As a part of the Proposed Expansion, we require investment in (a) civil and structural work; and (b) plant and machinery
(including erection, transportation and utility). The details of the estimated costs including details of amounts already
deployed are set out below:
(in ₹ lakhs)
GST amount to be
Total estimated To be funded from
funded through
Sr No. Particulars costs (including Offer proceeds
internal accruals
taxes) (A) (C=A-B)
(B)
1. Civil and structural work 583.75 89.05 494.70
2. Plant and machinery (including erection, 4,208.67 642.00 3,566.67
transportation and utility)
Total 4,792.42 731.05 4,061.37
The form of infusion of such amount allocated for this Object will be, by way of an equity or preference capital or debt
or any other way, as the Board may decide in compliance with applicable law after considering certain commercial and
financial factors. The actual mode of such deployment has not been finalized as on the date of this Draft Red Herring
Prospectus.
A. Civil and structural work
Civil and structural work with respect to the Proposed Expansion includes construction of civil foundations for the milling
plant, pre-fermenter tank and beer well tank, including excavation, PCC, RCC, shuttering, sand filling and reinforcement
works. It also covers fabrication and erection of MS structural works such as columns, equipment support structures,
floor grating/chequered plates, truss, purlins, roofing and side cladding for the milling plant and tank areas. The quotation
includes designated structural fabrication, erection and related construction activities necessary for installation of plant
equipment and supporting infrastructure for the expansion project.
For the prupose of civil and structural work, PGPL has taken quotation from M/s. Bhumi Structure dated February 09,
2026, have validity of upto May 08, 2026. As on the date of this Draft Red Herring Prospectus, the quotation for the civil
and structural work is valid.
B. Plant and machinery (including erection, transportation and utility)
The core equipment to be procured under plant & machinery includes grain milling and flour weighing section, blunger
tank, hot water tank, mixing tank, jet cooker, initial liquefaction tank, final liquefaction, retention vessel, flash tank with
level transmitter, flash tank condenser, liquefaction cooler, water preheater, pumps and motors, plant & machinery for
fermentation, multi-pressure distillation, stillage handling & stillage evaporator and DDGS dryer section. Further, it also
includes erection work for various sections.
The table below sets forth the break-up of the total estimated costs for the purchase of (a) civil and structural work; and
(b) plant and machinery (including erection, transportation and utility).
(a) Civil and structural work
159Estimated
Sr Rate cost^#
Description Unit Nos. Length Width Quantity
No (in ₹) (in ₹
lakhs)
1. Construction of civil
foundation work for
Milling plant as per
details, Excavation work,
SFT 01 120 33 3,960 1,500 59.40
dressing & levelling sub
soil, PCC, RCC,
Shuttering & Bending and
binding of steel etc.
2. Construction of civil
foundation work for Pre -
Fermenter Tank 7.0 mtr
Dia as per drawing
including Excavation
Nos. 01 01 01 01 54,50,000 54.50
work, dressing & levelling
sub soil, PCC, RCC,
Shuttering, Sand filling,
boulder filling & bending
and binding of steel etc.
3. Construction of civil
foundation work for Beer
well Tank 12.25 mtr Dia
as per drawing including
Excavation work, dressing 85,75,00
Nos. 01 01 01 01 85.75
& levelling sub soil, PCC, 0
RCC, Shuttering, Sand
filling, boulder filling &
bending and binding of
steel etc.
4. Construction of civil
foundation work for Pre-
Fermenter Tank & Beer
well Tank Pump and PHE
foundation as per drawing
Nos. 04 01 01 04 1,50,000 6.00
including Excavation
work, dressing & levelling
sub soil, PCC, RCC,
Shuttering & Bending and
binding of steel etc.
5. Fabrication and Erection
of MS Structure work for
Pre-Fermenter and
beerwell tank area
Column, Floor Greeting/
SFT 01 70 50 3,500 2,450 85.75
Chequered plate if
required, Equipment
support structure and Pre
coated sheet work with
painting etc.
6. Fabrication and Erection
of MS Structure work for
Pre-Fermenter and
beerwell tank area
Ton 01 155 01 155 85,000 131.75
Column, Floor
Greeting/Chequered plate
if required, Equipment
support structure and Pre
160Estimated
Sr Rate cost^#
Description Unit Nos. Length Width Quantity
No (in ₹) (in ₹
lakhs)
coated sheet work with
painting etc.
7. Fabrication and Erection
of MS Structure & Pre
Coated sheet work for
SFT 01 28,620 01 28,620 250 71.55
Milling Plant with, side
cladding, Truss, Roof
Purlin, side Purlin
Total Estimated Cost 494.70
^The cost is exclusive of any other applicable taxes including GST and any other incidental expenses. Such taxes and expenses to be accrued from the
internal accrual of our Company.
#All amounts are presented after rounding off to two decimal places
(b) Plant and machinery (including erection, transportation and utility)
Cost Estimat
Validity Proposed Use in
per ed Date of
Sr Quanti Name of the of the existing
Description of item Unit^ cost^# Quotatio
No ty Vendor Quotati operations of our
(₹ in (in ₹ n
ons Company
lakhs) lakhs)
1. Grain Milling and 498.00 1 Lot 498.00 Sona February May 15, Cleaning, Grinding
Flour Weighing Machinery 09, 2026 2026 & Weighing of
Section Limited Grain.
2. Erection & 38.51 01 Job 38.51 Erection &
Commissioning of Commissiong of
Milling & Weighing Milling and
Equipment weighting
equipment
3. Freight with respect to 15.16 NA 15.16 Freight charges for
Grain Milling and grain milling and
Flour Weighing flour weighing
Section section
4. Distiller’s Corn Oil 355.00 01 355.00 Praj February 90 Days Separation of Corn
Unit: Industries 09, 202, Oil from Stillage
Base Extraction Limited syrup
System
including Disc Stack
Centrifuge (PART – I)
5. Distiller’s Corn Oil 285.00 01 285.00 Further purification
Unit: of Corn Oil.
Oil Enhancement &
Polishing System (Part
– II)
6. Supervision of erection Supervision of
& commissioning of erection and
Part I & II. (which commissioning
includes Structure
work, Packing &
Forwarding,
Transportation &
Transit Insurance,
Supervision of site
erection)
7. Plant and Machinery 335.00 01 335.00 Mojj February 90 Days Slurry preparation
for Liquefaction Engineering 26, 2026 with water &
161Cost Estimat
Validity Proposed Use in
per ed Date of
Sr Quanti Name of the of the existing
Description of item Unit^ cost^# Quotatio
No ty Vendor Quotati operations of our
(₹ in (in ₹ n
ons Company
lakhs) lakhs)
section: Systems recycle stream with
Limited the help of Enzyme
Blunger Tank (New), & steam. Cooking
Hot Water Tank, and conversion of
Mixing Tank, Jet Starch into Dextrin.
Cooker, Initial
Liquefaction Tank,
Final Liquefaction,
Retention vessel, Flash
Tank with Level
Transmitter (New),
Flash Tank Condenser,
Liquefaction Cooler
(New) and Water
preheater (New),
Pumps and Motors
Plant and Machinery The content of the
for Fermentation yeast activation in
section: Pre-Fermenter then
transferred to
Pre- Fermenters with fermenter. In
air sparging Fermenter Dextrin
arrangements, Level convert into sugar
Transmitter & through enzyme.
necessary fittings And Sugar
(new), Beerwell with converted into
Sight & Light Glass Alcohol & CO2
(with light through activated
arrangement), yeast. And Transfer
Manholes, Level to Beer well for
Transmitter, Distillation.
Mechanical Pressure
Relief Device, Top
Entry Agitator, CIP
Spray Nozzle (2 Nos.
& other necessary
fittings & nozzles.
With pumps, motors
and other misc.
equipment.
8. Plant and Machinery 540.00 01 540.00 Fermented wash
for Multi-pressure from Beer well feed
Distillation: to CO2 Stripping
Colum. Vapours of
New CO Stripping column are
2
Column, New condensed and feed
Stripping Column, to Pre-Rectifier
New Stripper Reboiler Column through
Thermosiphon, Pre- Rectifier feed
Condensers, RS tank. Rectified
Cooler, Plate Heat spirit received from
Exchanger, New Flash Pre-Rectifier
tank Tank, Gas Column feed in to
Separator for New Molecular Sieve
162Cost Estimat
Validity Proposed Use in
per ed Date of
Sr Quanti Name of the of the existing
Description of item Unit^ cost^# Quotatio
No ty Vendor Quotati operations of our
(₹ in (in ₹ n
ons Company
lakhs) lakhs)
Stripper Column, through Evaporator
Liquid Separator for column, during
New Stripper Column, process, moisture
Vapour Bottle, from rectified spirit
Alcohol Scrubber separated and
along with pump, alcohol received at
motors, piping & 99.90% v/v strength
valves and is called Fuel
Instrumentation & Ethanol.
Electrical.
Plant and Machinery
for Anhydrous Alcohol
Plant (Dehydration) :
Sieve Beds, Recovery
Column feed
Preheater,
Regeneration
Condenser, Depressure
Condenser,
Regeneration Cooler,
FA Product Cooler,
Other Misc Items.
9. Plant and Machinery 350.00 01 350.00 Decanter is used for
for Stillage Handling separation of
& Stillage Evaporator: suspended solids
from Spent Wash
New Calendria, New coming out of the
Vapour separator, New Distillation is called
Surface Condenser, Wet cake.
Process piping along Balance Liquid
with Pumps & Motors called thin slop,
coming out from
Decanter are
collected in a tank
and Feed to
Evaporation for
concentration called
syrup.
10. Plant and Machinery 630.00 01 630.00 Distillers Dried
for DDGS Dryer: Grains with Soluble
(DDGS) is a
Feed Hopper, Decanter valuable by-product
Bottom Screw, High generated during
Speed Mixer, Paddle the ethanol
Mixer, Feed Screw, production process.
Exhaust Blower, Wet The Syrup is mix
Scrubber, Circulating with wet cake for
Water Tank, Scrubber removing the
Water Pump, Scrubber moisture in dryer.
Piping, Exhaust Duct, The plant produces
Discharge Screw, high-protein
Recycle Screw DDGS.
Conveyor, Final
Product Screw, Vibro
163Cost Estimat
Validity Proposed Use in
per ed Date of
Sr Quanti Name of the of the existing
Description of item Unit^ cost^# Quotatio
No ty Vendor Quotati operations of our
(₹ in (in ₹ n
ons Company
lakhs) lakhs)
Shifter / Rotary
Shifter, Hammer Mill,
Stitching & Bagging
Machine, Silo with Bin
Actuator, Pulse Jet Bag
Filter, Rotary Air Lock
Valve, Air Inlet Filter,
Ducting and
accessories of the
above-mentioned as
required.
11. Inside Plant Lighting 130.00 01 130.00 Used for operations
for sections in MESL of Instruments and
Scope; Motors.
Instrumentation,
Electrical, PLC &
MCC Systems for
MESL Scope Section
12. Utility consisting of: 120.00 01 120.00 For Cooling the
(i) Cooling Towers Vapours & Slurry
for various stages of in Different
of process. Sections. And
(ii) Pumps & Motors Compressed air
Miscellaneous fixed generated from Air
assets such as Air Compressor used
Compressor with Air for operation of
Dryer and Chiller various instrument.
13. Erection work 180.00 01 180.00 Civil and structural
works pertaining to
Civil & Structure work the Fermentation
for Fermentation Section,
Section, Liquefaction Liquefaction
section, Section,
Distillation/Dehydrati Distillation/Dehydr
on/Evaporator section, ation/Evaporator
Dryer section, Cooling Section, Dryer
Tower Basin section, Section, Cooling
Piping section, MCC Tower Basin
Room, PLC Room Section, Piping
Section, MCC
Room and PLC
Room.
14. Transportation 90.00 01 90.00 Transportation of
Machineries
Total 3,566.67 -
^The cost is exclusive of any other applicable taxes including GST and any other incidental expenses. Such taxes and expenses to be accrued from the
internal accrual of our Company
# All amounts are presented after rounding off to two decimal places
Proposed schedule of implementation
The detailed expected schedule of implementation for the Proposed Expansion, as certified in the D&B Cost Vetting
Report, is provided in the table below:
Sr No Particulars Date of Commencement Date of Completion
1641. Placing purchase orders for plant and machinery, etc. September, 2026
2. Receipt of plant and machinery, etc. January, 2027 February, 2027
3. Installation of plant and machinery, etc. January, 2027 April, 2027
4. Trial run and commissioning of expanded facility May, 2027
5. Commercial operation of expanded facility June, 2027
While we believe that the schedule of implementation mentioned above is achievable, there is no assurance that there
would not be any delays. For details in relation to possible risks associated with not meeting the expected schedule of
implementation for the Proposed Expansion, please refer to the section titled “Risk Factors – We have not yet placed
orders in relation to the capital expenditure to be incurred which we intend to fund through a portion of our Net Proceeds.
In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment in a
timely manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may
be adversely affected.” on page 38.
Working capital requirements
Our working capital requirements in relation to the Proposed Expansion (including trial runs prior to commercial
production) are expected to be fulfilled from our consolidated internal accruals or working capital facilities.
Statutory approvals
A detailed list of statutory approvals required for the Proposed Expansion, as certified in the D&B Cost Vetting Report,
is provided in the table below. Such statutory approvals are granted on the commencement or completion of various
activities, as applicable:
Name of the statutory approval Authority Status
Factory Registration and License Chief Inspector of Factories, Approval Received
under the Factories Act, 1948 Department of Labour, Punjab
Consent to Operate under the Water Punjab Pollution Control Board Approval Received
(Prevention and Control of Pollution)
Act
Consent to Operate under the Air Punjab Pollution Control Board Approval Received
(Prevention and Control of Pollution)
Act
Environmental Clearance Certificate. Ministry of Environment, Forest and Approval Received
Climate Change
License under the Petroleum and Controller of Explosives, Petroleum Approval Received
Safety Organisation and Safety Organisation
No-Objection Certificate for Punjab Pollution Control Board Approval Received
Hazardous Waste
Registration Certificate under the Department of Labour, Government of Approval Received
Building and Other Construction Punjab
Workers (Regulation of Employment
and Conditions of Service) Act
Registration Certificate under the Department of Labour, Government of Approval Received
Contract Labour (Regulation and Punjab
Abolition) Act
Certificate for the Use of Boiler Director of Boilers, Punjab Approval Received
Fire No-Objection Certificate Assistant Division Fire Officer, Punjab Approval Received
E-2 License for Storage and Excise Commissioner, Punjab Approval Received
Transportation of Ethanol
PGPL has received all the requisite government approvals for ethanol production as stated above, and such approvals
shall continue to remain valid for the Proposed Expansion of an additional 35 KLPD capacity.
The proposed investment of a portion of the Net Proceeds by our Company into PGPL towards expansion of the Ethanol
Distillery, shall be in the form of investment in either equity or debt instruments or both, or in any other manner as may
165be mutually agreed between our Company and PGPL, in accordance with applicable law. The actual mode of such
deployment has not been finalised as on the date of this Draft Red Herring Prospectus. Our Company will remain
interested in PGPL to the extent of our shareholding, or as a lender if funds are deployed in the form of debt. For further
details, please see “Risk Factors – We propose to utilise a portion of the Net Proceeds for, inter alia, the expansion of
the Ethanol Distillery located at Village Lehri, Punjab, owned and operated by one of our Subsidiaries, and the setting
up of two CRUs within distilleries at Nellore, Andhra Pradesh and Peddapuram, Andhra Pradesh. The funding for these
facilities and expansion is based on costs derived from the D&B Cost Vetting Report and quotations received from third-
party vendors and is subject to receipt of various approvals from regulatory authorities. Inadequate assumptions and
estimates or failure to obtain the required approvals may have an adverse effect on our business operations” on page 40.
Certain confirmations
As on date of this Draft Red Herring Prospectus, no orders for purchase of the machinery/equipment, as provided above,
have been placed towards the Proposed Expansion. No second-hand or used machinery is proposed to be purchased out
of the Net Proceeds.
All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring Prospectus.
However, we have not entered into any definitive agreements with any of these vendors and there can be no assurance
that the same vendors would be engaged to eventually supply the equipment at the same costs. In accordance with the
terms of certain quotations obtained by PGPL, the prices in relation to the plant and machinery may be subject to revisions
during the validity period of such quotations, pursuant to inter alia any update to the pricing list of the vendor, prices of
the raw materials or policy changes. If there is any increase in the costs of equipment, the additional costs shall be paid
by PGPL from its internal accruals or borrowings or a combination of both. The quantity of equipment to be purchased
is based on the present estimates of our management. PGPL shall have the flexibility to deploy such equipment according
to the business requirements of such facilities and based on the estimates of our management. For further details, see
“Risk Factor - We propose to utilise a portion of the Net Proceeds for, inter alia, the expansion of the Ethanol Distillery
located at Village Lehri, Punjab, owned and operated by one of our Subsidiaries, and the setting up of two CRUs within
distilleries at Nellore, Andhra Pradesh and Peddapuram, Andhra Pradesh. The funding for these facilities and expansion
is based on costs derived from the D&B Cost Vetting Report and quotations received from third-party vendors and is
subject to receipt of various approvals from regulatory authorities. Inadequate assumptions and estimates or failure to
obtain the required approvals may have an adverse effect on our business operations.” on page 40.
Our Promoters, Directors, members of the Promoter Group, Group Company, Key Managerial Personnel and members
of Senior Management do not have any interest in the proposed building and civil works, purchase of plant and machinery,
or in the entities from whom we have obtained quotations in relation to such activities.
4. Pre-payment/ re-payment, in part or full, of certain outstanding borrowings availed by our Company;
Our Company has entered into certain financing arrangements with banks and financial institutions for term loans and
working capital facilities to fund its expansion activities and operational requirements. As of December 31, 2025, our
Company’s total outstanding borrowings amounted to ₹ 15,804.81 lakhs. We intend to utilize an amount of ₹ 850.00
lakhs from the Net Proceeds in order to repay/ prepay, in full or in part, certain or all of the borrowings availed by our
Company. For details of our financing arrangements, see “Financial Indebtedness” on page 409
Our Company proposes to utilise an estimated amount of up to ₹ 850.00 lakhs from the Net Proceeds towards prepayment
and/or repayment of all or a portion of certain working capital facilities availed by our Company. Given the nature of the
borrowings and the terms of repayment/ prepayment, the aggregate outstanding amounts under the borrowings may vary
from time to time and our Company may, in accordance with the relevant repayment schedule, repay or refinance some
of their existing borrowings prior to Allotment or avail of additional credit facilities. In addition, our Company may, from
time to time, enter into further financing arrangements and drawdown funds thereunder. In such cases or in case any of
the borrowings listed below are prepaid or repaid (earlier or as on the scheduled date of repayment), refinanced, in part
or full, or further drawn down prior to the completion of the Offer, we may utilize Net Proceeds towards prepayment or
repayment (earlier or scheduled date of payment) of such additional indebtedness availed by us and/ or interest thereon,
details of which have been provided in this Draft Red Herring Prospectus.
For the purposes of the Offer, our Company has obtained necessary consent from its lenders, as is respectively required
under the relevant facility documentation for undertaking activities in relation to this Offer and for the deployment of the
Net Proceeds towards the objects set out in this section, to the extent such consent was required.
166The Net Proceeds proposed to be utilized towards repayment and/or pre-payment, in part or full, of certain borrowings
availed by our Company shall not be directly or indirectly routed to our Promoters, Promoter Group and Group Company.
The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will be based
on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any conditions attached to
the borrowings restricting our ability to prepay / repay the borrowings and time taken to fulfil, or obtain waivers for
fulfilment of such conditions, (iii) terms and conditions of consents and waivers, (iv) levy of any prepayment penalties
and the quantum thereof, (v) provisions of any laws, rules and regulations governing such borrowings, and (vi) other
commercial considerations including, among others, the amount of the loan outstanding and the remaining tenor of the
loan. The amounts proposed to be prepaid and/or repaid against each borrowing facility below is indicative and our
Company may utilize the Net Proceeds to prepay and/or repay the facilities disclosed below in accordance with
commercial considerations, including amounts outstanding at the time of prepayment and/or repayment. For further
details, see “Financial Indebtedness” on page 409. Pursuant to the terms of the borrowing arrangements, prepayment of
certain indebtedness may attract prepayment charges as prescribed by the respective lender. Payment of additional
interest, prepayment penalty or premium, if any, and other related costs shall be made
by us out of the internal accruals or out of the Net Proceeds as may be decided by our Company. Such pre-payment will
help reduce the existing borrowings of our Company and assist us in maintaining a favourable debt-equity ratio and
enable utilisation of our internal accruals for further investment in business growth and expansion. The following table
sets forth details of certain borrowings availed by our Company, which are outstanding as on December 31, 2025 out of
which our Company may repay/prepay, all or a portion of, any or all of the borrowings, from the Net Proceeds:
Amount Interest
Amount Rate of Pre-
sanctione Purpos rate
Date of Original outstandin interes payment
Sr Name Nature of d as at e of Repaymen nature
original date of g as at t per conditions
N of Borrowin December raising t schedule/ –
Sanctio disbursemen December annum / penalty,
o Lender g 31, 2025 the Tenor fixed or
n t 31, 2025 (in %) if any
(in ₹ Loans variabl
(in ₹ lakhs)
lakhs) e
1H. DF C Cash April 24, May 23, 2019 900.00 881.01 Working Renewable 7.75% Variable 4 % of the
Bank Credit 2019 capital every year total credit
Limite facility facility
d amount.
Total 900.00 881.01 -
In compliance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, SSP & Company, the
Statutory Auditors pursuant to their certificate dated March 31, 2026, have certified the utilization of the above-mentioned
borrowings for the purposes in respect of which such borrowings were availed, as of December 31, 2025.
5. General Corporate Purposes:
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] lakhs towards general corporate
purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR
Regulations. The general corporate purposes for which our Company proposes to utilize Net Proceeds include, but not
limited to, funding growth opportunities, working capital requirements, acquisitions or strategic initiatives, strengthening
marketing capabilities, brand building exercises and business development initiatives and any other purpose as may be
approved by our Board or a duly appointed committee from time to time, subject to compliance with applicable laws,
incurred by our Company in the ordinary course of business, as may be applicable. The quantum of utilization of funds
towards each of the above purposes will be determined by our Board, based on the amount actually available under this
head and our business requirements and other relevant considerations, from time to time. Our management, in accordance
with the policies of our Board, shall have flexibility in utilizing surplus amounts, if any. In addition to the above, our
Company may utilize the balance Net Proceeds towards any other expenditure considered expedient and as approved
periodically by our Board or a duly appointed committee thereof, subject to compliance with applicable laws. In the event
that we are unable to utilize the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal,
we will utilize such unutilized amount in the subsequent Fiscals.
6. Offer Related Expenses
The total expenses of the Offer are estimated to be approximately ₹ [●] lakhs. The expenses of this Offer include, among
others, listing fees, underwriting fees, selling commission, fees payable to the BRLM, fees payable to legal counsels,
Registrar to the Offer, Bankers to the Offer, processing fee to the SCSBs for processing Bid cum Application Forms,
167brokerage and selling commission payable to members of the Syndicate, Registered Brokers, Collecting RTAs and CDPs,
printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses
for listing the Equity Shares on the Stock Exchanges.
All charges, fees and expenses associated with and incurred in connection with the Offer, except listing fees which shall
be borne by our Company, shall be paid by our Company in the first instance. Upon the successful completion of the
Offer, each Selling Shareholder will reimburse our Company, in proportion to its portion of the Equity Shares in the
Offer, for expenses, as agreed upon between our Company and the respective Promoter Selling Shareholders, that have
been incurred by our Company, on behalf such Promoter Selling Shareholder, in accordance with Section 28 of the
Companies Act, 2013. However, in the event any Promoter Selling Shareholder withdraws, abandons or terminates
its participation in the Offer for Sale at any stage prior to the completion of Offer, it will reimburse to our Company all
costs, charges, fees and expenses incurred in connection with the Offer on a pro-rata basis, up to the date of such
withdrawal, abandonment or termination with respect to such Promoter Selling Shareholder in a reasonable manner
as may be mutually agreed between our Company and the Promoter Selling Shareholder. Additionally, in the event
that the Offer is postponed or withdrawn or abandoned for any reason or is not successfully completed, our Company
and the Promoter Selling Shareholders will on a pro-rata basis be liable for the expenses incurred in relation to the Offer.
The break-up of the estimated Offer expenses is set forth below:
As a % of total
Estimated
estimated Offer As a % of
Activity expenses(1)
related Offer size(1)
(in ₹ lakhs)
expenses(1)
Fees payable to the BRLM and commissions (including [●] [●] [●]
underwriting commission, brokerage and selling commission)
Commission/ processing fee for SCSBs and Bankers to the Offer [●] [●] [●]
and fees payable to the Sponsor Bank(s) for Bids made by UPI
Bidders. Brokerage, selling commission and bidding charges for
the members of the Syndicate, Registered Brokers, RTAs and
CDPs(2)(3)(4)(5)(6)
Fees payable to Registrar to the Offer [●] [●] [●]
Others:
Listing fees, SEBI filing fees, book building software fees, [●] [●] [●]
NSDL and CDSL fee and other regulatory expenses
Printing and stationery expenses [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Fees payable to other advisors to the offer, including but not [●] [●] [●]
limited to professional service provider, industry service
provider and Monitoring Agency
Fees payable to the legal counsels to the Offer [●] [●] [●]
Miscellaneous expenses [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
1. Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price. Offer expenses include applicable taxes, where
applicable. Offer expenses are estimates and are subject to change.
2. Selling commission payable to the SCSBs on the portion for RIIs and Non-Institutional Investors which are directly procured and uploaded by
the SCSBs, would be as follows:
Portion for RIIs [●]% 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 processing fees shall be payable by our Company and the Promoter Selling Shareholders to the SCSBs on the applications directly procured
by them.
3. Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for Non-
Institutional Investors and Qualified Institutional Investors with bids above ₹5.00 lakhs would be ₹ [●] plus applicable taxes, per valid
application.
Notwithstanding anything contained above the total processing fee payable under this clause will not exceed ₹ [●] lakhs (plus applicable taxes)
and in case if the total processing fees exceeds ₹ [●] lakhs (plus applicable taxes) then processing fees will be paid on pro-rata basis for portion
of (i) Non-Institutional Investors and (ii) Qualified Institutional Investors, as applicable.
4. Brokerage, selling commission and processing/uploading charges on the portion for RIIs (using the UPI Mechanism), Non-Institutional Investors
which are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts-
168linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their Sub-Syndicate
Members) would be as follows:
Portion for RIIs [●]% 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.
The Selling Commission payable to the Syndicate / Sub-Syndicate Members (RII upto ₹ 2.00 lakhs and Non-Institutional Bidders from ₹ 2.00
lakhs -₹ 5.00 lakhs) will be determined on the basis of the application form number / series, provided that the application is also bid by the
respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number / series of a
Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate
Member.
For Non-Institutional Bidders (above ₹ 5 lakhs), Syndicate ASBA Form bearing SM Code & Sub-Syndicate Code of the application form
submitted to SCSBs for Blocking of the Fund and uploading on the Exchanges platform by SCSBs. For clarification, if a Syndicate ASBA
application on the application form number/series of a Syndicate/Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be
payable to the Syndicate / Sub Syndicate members and not the SCSB.
5. Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made
by RIIs using 3-in-1 accounts and Non-Institutional Investors which are procured by them and submitted to SCSB for blocking or using 3-in-1
accounts, would be as follows: ₹ [●] plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members),
RTAs and CDPs.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding
terminal id as captured in the Bid Book of BSE or NSE.
6. Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIIs procured through UPI Mechanism and Non-
Institutional Investors which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIIs ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Investors ₹ [●] per valid application (plus applicable taxes)
7. Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under:
Payable to members of the Syndicate (including their sub-Syndicate ₹ [●] per valid application (plus applicable taxes)
Members)/ RTAs / CDPs
Payable to Sponsor Banks ₹ [●] per valid application (plus applicable taxes)
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after
such banks provide a written confirmation on compliance with the format as prescribed by SEBI, from time to time, including in compliance
with the SEBI RTA Master Circular and the SEBI ICDR Master Circular and such payment of processing fees to the SCSBs shall be made in
compliance with circulars prescribed by SEBI and applicable law.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Cash Escrow and Sponsor Bank Agreement.
The Book Running Lead Manager shall ensure that the payment of processing fee or selling commission to the
intermediaries shall be released only after ascertaining that there are no pending complaints pertaining to block or unblock
of Bids by UPI Bidders, receiving the confirmation on completion of unblocks from Sponsor Banks or SCSBs and
certification from RTA/ SCSBs.
Interim use of the Net Proceeds
Our Company, in accordance with applicable laws, policies established by our Board from time to time and in order to
attain the Objects set out above, will have flexibility to deploy the Net Proceeds. Pending utilization of the Net Proceeds
for the purposes described in this section, our Company may only invest the Net Proceeds in deposits in one or more
scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as may be
approved by our Board. In accordance with Section 27 of the Companies Act, our Company confirms that, other than as
specified in this section for the purposes of the Objects, it shall not use the Net Proceeds for buying, trading or otherwise
dealing in equity securities or any equity linked securities.
Appraising entity
None of the objects for which the Net Proceeds will be utilised have been financially appraised by any agency. For further
details, see “Risk Factor - The objects of the Offer for which funds are being raised have not been appraised by any bank
or financial institution and are based on management estimates. Any revision in the estimates may require us to
reschedule our expenditure and may have a bearing on our expected revenues and earnings. Further, if there are any
delays or cost overruns, our business, financial condition and results of operations may be adversely affected” on page
68.
Bridge financing facilities
Our Company has not raised any bridge loans from any bank or financial institution as of the date of this Draft Red
Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
Monitoring of utilization of funds
169Our Company will appoint a credit rating agency as the monitoring agency to monitor utilization of proceeds from the
Fresh Issue, prior to filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 41 of the SEBI
ICDR Regulations. Our Company undertakes to place the Gross Proceeds in a separate bank account which shall be
monitored by the Monitoring Agency for utilization of the Gross Proceeds. Our Company undertakes to place the report(s)
of the Monitoring Agency on receipt before the Audit Committee in accordance with the timelines prescribed under
applicable laws. Our Company will disclose the utilization of the Gross Proceeds, including interim use, under a separate
head in its balance sheet for such fiscal periods as required under the SEBI ICDR Regulations, the SEBI Listing
Regulations and any other applicable laws or regulations, specifying the purposes for which the Gross Proceeds have
been utilized. Our Company will also, in its balance sheet for the applicable fiscal periods, provide details, if any, in
relation to all such Gross Proceeds that have not been utilized, if any, of such currently unutilized Gross Proceeds.
Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the
Audit Committee the uses and applications of the Net Proceeds, which shall discuss, monitor and approve the use of the
Net Proceeds along with our Board. On an annual basis, our Company shall prepare a statement of funds utilized for
purposes other than those stated in the Red Herring Prospectus and the Prospectus and place it before the Audit Committee
and make other disclosures as may be required until such time as the Net Proceeds remain unutilized. Such disclosure
shall be made only until such time that all the Net Proceeds have been utilized in full. The statement prepared on an
annual basis for utilization of the Net Proceeds shall be certified by the Statutory Auditors.
Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the
Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilization of the proceeds
of the Fresh Issue from the Objects; and (ii) details of category wise variations in the actual utilization of the proceeds of
the Fresh Issue from the Objects. This information will also be published on our website.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act and the SEBI ICDR Regulations, our Company shall not
vary the Objects, without our Company being authorized to do so by its Shareholders by way of a special resolution. In
addition, the notice issued to the Shareholders in relation to the passing of such special resolution shall specify the
prescribed details and be published in accordance with the Companies Act. The notice shall simultaneously be published
in the newspapers, one in English and one in Gujarati, being the regional language of the jurisdiction where our Registered
Office is situated. Pursuant to the Companies Act, the Promoters and controlling Shareholders, as of the time of such
proposed variation, will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal
to vary the Objects, subject to the provisions of the Companies Act and in accordance with such terms and conditions,
including in respect of pricing of the Equity Shares, in accordance with the provisions of the Companies Act and the
SEBI ICDR Regulations. Also see, “Risk Factors - Any variation in the utilisation of proceeds from the Fresh Issue shall
be subject to applicable law” on page 30.
Other confirmations
None of our Promoters, members of the Promoter Group, Directors, KMPs, Senior Management or Group Company will
receive any portion of the Offer Proceeds and there are no material existing or anticipated transactions in relation to
utilization of the Offer Proceeds with our Promoters, members of the Promoter Group, Directors, KMPs, Senior
Management or Group Company.
170BASIS FOR OFFER PRICE
The Price Band and the Offer Price will be determined by our Company in consultation with the BRLM, 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 ₹ 10 each and the Offer
Price is [●] times of the face value of the Equity Shares, and the Floor Price is [●] times of the face value of the Equity
Shares and the Cap Price is [●] times of the face value of the Equity Shares. The Cap Price shall be minimum 105% of
the Floor Price and shall not exceed 120% of the Floor Price.
Bidders should also see “Risk Factors”, “Our Business”, “Summary of Financial Information”, and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 25, 246, 84, 412, and , respectively,
to have an informed view before making an investment decision.
Qualitative Factors
We believe that some of the qualitative factors and our strengths which form the basis for the Offer Price are:
Long standing customer relations with established domestic clientele
• We have built long-standing supply relationships with customers across these segments. Our recurring sales model,
diversified customer profile and long-term supply arrangements reduce dependence on any single sector and ensures
a stable and recurring demand base.
• As of September 30, 2025, our top five and top ten customers in the CO₂ segment have been associated with us for
an average period of 19 years and 18 years, respectively.
• The total number of new customers acquired by us during the six-month period ended September 30, 2025 and in
Fiscals 2025, 2024 and 2023 was 112, 230, 142 and 205, respectively.
Extensive and diverse customer base across multiple industries.
• We serve a diversified and well-established customer base that spans a diverse range of companies in the food and
beverages (“F&B”), automobiles, chemicals and fertilizers, healthcare & pharma and aviation. Our CO₂ products
are used across a wide range of essential applications, including beverages, welding, fertilizers, chemical
production, airline catering and foundry industries.
• Overall, our diversified end-use exposure, long-standing customer relationships, and long-term offtake and supply
arrangements underscore the resilience and scalability of our business model.
Strong geographical presence and extensive logistic infrastructure.
• We have an established presence in more than 23 states and union territories in India as well as provided our
product/services in 4 countries including Sri Lanka, Nepal, Zambia and Morocco during the six-month period ended
September 30, 2025 and the last three Fiscal.
• With respect to supply of liquid CO and dry ice, our logistics network is supported by the self-owned fleet of CO
2 2
tankers in India, comprising of 55 CO tankers as on September 30, 2025, providing an extensive logistics network.
2
Integrated operating model covering the complete CO₂ chain.
• Carbon capture technologies support circular economy frameworks by transforming CO₂ emissions into a secondary
carbon feedstock. (Source: Dun & Bradstreet Report)
• Our business model spans a wide spectrum of CO₂ operations, covering CO₂ production through plants owned and
operated by us under long-term operating arrangements with third parties, CO₂ supply infrastructure, turnkey CO₂
plant supply, BOO installations and equipment fabrication.
• During the six-month ended September 30, 2025 and Fiscals 2025, 2024 and 2023, our CRUs captured and purified
85,881 MT, 1,58,746 MT, 1,51,213 MT and 1,50,421 MT, respectively. Additionally, with the commencement of
the 150 KLPD grain-based distillery, operated by PGPL, in 2024, our Company has also expanded into the
171production of ethanol, further synthesising our business verticals by securing feed gas from the distilleries for CO
2
extraction and using the existing CO engineering and recovery expertise.
2
Proven engineering and technical capabilities enabling execution of complex projects.
• As part of our service offerings, we also provide project engineering services involving the design, engineering,
supply, installation and commissioning of CRUs on a turnkey basis for customers.
• Our engineering and technical capabilities are evidenced by the growth in revenues from the project engineering
segment, consisting of the installation of CO recovery plants on a turnkey basis, which increased from ₹ 1,761.78
2
lakhs in Fiscal 2023 to ₹ 3,165.48 lakhs in Fiscal 2025, representing a growth of 79.67%.
• Our Company commenced its project engineering segment in 2011 with the completion of its first CRU, having a
capacity of 30 MT per day, in Andhra Pradesh. Since then, we have completed the erection and commissioning of
multiple CRUs with capacities ranging from 12 MT per day to 150 MT per day across various states and countries.
Strong financial performance and healthy balance sheet
• Our business growth over the six-month period ended September 30, 2025 and during the last three Fiscals has
contributed significantly to our financial strength, as reflected in our key financial and operational metrics.
• These improvements, along with stable revenue yields across both CO₂ and ethanol segments, demonstrate our
ability to scale operations while maintaining operational efficiency and profitability.
Experienced Promoters and management team, supported by a committed employee base.
• Our Company has been operating under the leadership and guidance of our Promoters and Managing Directors,
Davinder Singh Kohli and Amrit Paul Singh Kohli, who together possess over 63 years of experience in the CO₂
sector.
• Our Company is supported by a dedicated management team with relevant technical and industry expertise. The
experience of our Promoters, combined with our technical capabilities and industry understanding, positions us to
pursue opportunities arising from the evolving demand for CO₂, ethanol and related infrastructure in India.
For details, see “Our Business— Competitive Strengths” on page 250.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial
Information. For further details, see “Summary of Financial Information” and “Other Financial Information” on pages
84 and 403, 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 of face value of ₹ 10 each (“EPS”)
Financial Year/Period Basic EPS (in ₹) Diluted EPS (in ₹) Weightage
March 31, 2025 10.21 10.21 3
March 31, 2024 3.15 3.15 2
March 31, 2023 3.21 3.21 1
Weighted average 6.69 6.69 -
Six months period ended September 30, 2025* 8.08 8.08 -
*Not annualised
Notes:
1. The figures disclosed above are derived from the Restated Consolidated Financial Information.
2. Weighted average is aggregate of year wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year
divided by total of weights.
1723. Basic and diluted earnings per share are computed in accordance with Indian Accounting Standard 33 notified under the
Companies (Indian Accounting Standards) Rules of 2015 (as amended) read with the requirements of SEBI ICDR Regulations.
4. In line with the requirements of Ind AS 33, for the purpose of EPS calculations, share split and bonus shares issued has been
considered as if the event had occurred at the beginning of the earliest year presented.
5. Basic earnings per Equity Share (₹) = Profit/ (loss) attributable to equity holders of the holding company for the period/ year
divided by weighted average number of Equity Shares outstanding during the period/ year.
6. Diluted earnings per Equity Share (₹) = Profit/ (loss) attributable to equity holders of the holding company for the period/ year
divided by the weighted average number of Equity Shares outstanding during the period/year plus the weighted average number
of Equity Shares that would be issued on conversion of all the dilutive potential equity shares into Equity Shares.
2. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share of face value of ₹
10 each:
P/E ratio at Floor Price P/E ratio at Cap Price
Particulars
(no. of times)* (no. of times)*
Based on Basic EPS for Fiscal 2025 [●] [●]
Based on Diluted EPS for Fiscal 2025 [●] [●]
*To be updated upon finalisation of the Price Band and populated in the Prospectus to be filed with the RoC.
3. Industry Peer Group Price /Earnings (P/E) ratio
Based on the peer group information (excluding our Company), details of the highest, lowest and industry average P/E
ratio are set forth below:
Particulars P/E Ratio Name of the Company
Highest 124.57 Linde India Limited
Lowest 23.17 India Glycols Limited
Average 79.82 -
Notes:
1. The highest and lowest industry P/E ratio shown above is based on the peer set provided below under “Comparison of accounting
ratios with listed industry peers”. The industry average has been calculated as the arithmetic average P/E ratio of the peer set
provided below.
2. P/E ratio for the peer are computed based on closing market price as on March 10, 2026 at NSE divided by diluted EPS (on
consolidated basis, wherever applicable) of the company for the year ended March 31, 2025.
4. Return on Net Worth (“RoNW”):
Financial Year/Period RoNW (%) Weightage
March 31, 2025 76.87 3
March 31, 2024 37.23 2
March 31, 2023 60.60 1
Weighted average 60.94 -
Six months period ended September 30, 2025* 37.76 -
*Not annualised
Notes:
1. Return on Net Worth (RoNW) %= Profit attributable to owners of parent for the period/year divided by net worth of our Company
as at the end of the period/year. For further details, see “Other Financial Information -Reconciliation of Non-GAAP Measures”
on page 403.
2. Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. For
further details, see “Other Financial Information – Reconciliation of Non-GAAP Measures” on page 403.
3. Weighted average = Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e., Return on Net
Worth x Weight for each year/total of weights.
5. Net Asset Value (“NAV”) per Equity Share of face value of ₹ 10 each:
Financial Year/Period Amount (₹)
As at March 31, 2025 13.28
173Financial Year/Period Amount (₹)
As at September 30, 2025 21.40
After Completion of Offer
• At the Floor Price [●]^
• At the Cap Price [●]^
At Offer Price [●]*
* To be determined on conclusion of the Book Building Process.
^ To be computed after finalisation of the Price Band and populated in the Prospectus to be filed with the RoC.
Notes:
1. Net assets value per Equity Share = Net Asset Value per Equity Share is calculated as net worth at the end of the period/year
divided by number of Equity Shares outstanding at the end of the period/year end. Number of Equity Shares outstanding at the end
of the period/year is an aggregate of outstanding number of Equity Shares considering dilutive number of shares. For further
details, see “Other Financial Information -Reconciliation of Non-GAAP Measures” on page 403.
2. Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. For
further details, see “Other Financial Information – Reconciliation of Non-GAAP Measures” on page 403.
3. In line with the requirements of Ind AS 33, for the purpose of EPS calculations, share split and bonus shares issued has been
considered as if the event had occurred at the beginning of the earliest year presented.
[remainder of the page has been intentionally left blank]
1746. Comparison of accounting ratios with listed industry peers
Following is the comparison of our Company’s accounting ratios with our peer group companies listed in India and the
industry average:
Revenue EPS
Closing Face Net Asset
from
price value Value per
Name of the Operations (Basic) (Diluted) P/E
as on per Equity RoNW (%)
company for fiscal (₹ per (₹ per Ratio (x)
March 10, Equity Share (₹
2025 share) share)
2026 Share (₹) per sh are)
(₹ in lakhs)
Our Company* [●]^^ 48,817.39 10.00 10.21 10.21 13.28 [●]^^ 76.87
Listed Peers**
Linde India 6,643.50 2,48,537.60 10.00 53.33 53.33 447.91 124.57 11.91
Limited
Ellenbarrie 223.15 31,248.30 2.00 6.36 6.36 35.91 35.08 17.71
Industrial Gases
Limited
India Glycols 864.15 9,03,895.08 5.00 37.29 37.29 364.30 23.17 10.24
Limited
**All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only
on standalone basis) and is sourced from the financial statements of the respective companies for the year ended March 31, 2025
Submitted to stock exchanges.
* The financial information for our Company is based on the Restated Consolidated Financial Information as at and for the financial
year ended March 31, 2025.
^^To be included in respect of our Company in the Prospectus based on the Offer Price.
Notes:
1. P/E ratio for the peer are computed based on closing market price as on March 10, 2026 at NSE divided by diluted EPS (on
consolidated basis) based on the audited financial results of the company for the year ended March 31, 2025. Further for the
purpose of EPS calculations of the listed peers, corporate actions such as share split or bonus Equity Shares issued has been
considered as if the event had occurred at the beginning of the earliest year presented.
2. Return on Net Worth (RoNW) %= Profit attributable to owners of parent for the period/year divided by net worth.
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, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We
have calculated net worth by aggregate value of equity share capital, instruments entirely equity in nature and other equity.
4. Net assets value per Equity Share = Net Asset Value per Equity Share is calculated as net worth at the end of the period/year
divided by number of Equity Shares outstanding at the end of the period/year end.
7. Key Performance Indicators (“KPIs”)
The table below sets forth the details of the KPIs that our Company considers have a bearing for arriving at the basis for
Offer Price. The KPIs disclosed below have been used historically by our Company to understand and analyze our
business performance. The Bidders can refer to the below-mentioned KPIs, being a combination of financial and
operational metrics, to make an assessment of our business performance and make an informed decision. The presentation
of these KPIs is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial
Information. We use these KPIs to evaluate our financial and operating performance.
The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated March 31,
2026 and certified by our Chief Financial Officer, Lakhvir Singh Ubhy, on behalf of the management of our Company
by way of certificate dated March 31, 2026. The management and the members of our Audit Committee have confirmed
that the KPIs disclosed below have been identified and disclosed in accordance with the SEBI ICDR Regulations and the
Industry Standards on Key Performance Indicators Disclosures in the Draft Offer Document and Offer Document (“KPI
Standards”). Further, the management and members of our Audit Committee have verified the details of all KPIs
pertaining to our Company and confirmed that the KPIs pertaining to our Company, as disclosed below, have been
identified from the selected data as defined in KPI Standards (which also includes the data disclosed to investors at any
point of time during the three years prior to the date of filing of this Draft Red Herring Prospectus) and have been subject
to verification and certification by SSP & Co., Chartered Accountants (with FRN 010390N), pursuant to certificate dated
175March 31, 2026, which has been included as part of the “Material Contracts and Documents for Inspections” beginning
on page 553.
For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our Business”,
and “Management’s Discussion and Analysis of Financial Position and Results of Operations” beginning on pages 245
and 411, respectively. We have described and defined the KPIs, as applicable, in the section “Definitions and
Abbreviations –Key Performance Indicators” on page 17.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least
once in a year (or any lesser period as determined by the Board of Directors of our Company), until the later of (a) one
year after the date of listing of the Equity Shares on the Stock Exchanges; and (ii) complete utilisation of the proceeds of
the Offer as disclosed.
Explanation for the KPI
The following table provides the rationale for our key performance indicators that have a bearing on arriving at the
basis for the Offer Price:
KPIs Explanation Relevance
Financial metrics
Revenue from Operations Revenue is defined as Income arising in the We believe that tracking our Revenue from
course of an entity’s ordinary activities operations enables us to analyse the overall
financial and business performance of our
Company and the size of our overall
business.
Profit After Tax Profit or loss is the total of income less Profit/(Loss) for the period/year represents
expenses, excluding the components of other the Company’s net earnings after accounting
comprehensive income. for all expenses, including taxes. It directly
impacts shareholder returns and provides an
indication of the company’s financial
performance after considering all operating,
financing, and tax-related costs.
Operating Cash Flows Operating cash flows refers to cash flows This metric enables us to assess the cash
from operating activities. Operating generated from our core business operations
activities are the principal revenue- and evaluate the sustainability of our
producing activities of the entity and other earnings and our ability to fund working
activities that are not investing or financing capital requirements and future growth.
activities.
EBITDA EBITDA represents the earnings of the It enables us to evaluate our operating
Company before interest, taxes, depreciation performance by eliminating the impact of
and amortization as reduced by other financing decisions, tax structures and non-
income. cash depreciation and amortisation
expenses.
EBITDA Margin EBITDA Margin represents EBITDA EBITDA margin indicates operating
expressed as a percentage of revenue from profitability and efficiency in managing
operations. operating costs relative to revenue.
Return on Equity (RoE) Return on equity represents profit/(loss) RoE measures the return generated on
after tax attributable to owners of the parent shareholders’ investment and reflects the
divided by average shareholders’ equity efficiency with which we utilise equity
during the relevant period. capital to generate profits.
Gross Fixed Asset Gross Fixed Asset Turnover Ratio measures This ratio helps in assessing how effectively
Turnover Ratio the efficiency with which a company utilizes the company is deploying its capital
its gross fixed assets (before depreciation investments in fixed assets to drive revenue.
and excluding Right-to-use assets) to A higher ratio indicates better utilization of
generate revenue. assets and operational efficiency, while a
lower ratio may suggest underutilization in
fixed assets.
Operating Cash Flow to Operating Cash Flow to EBITDA represents This metric enables us to evaluate the
176KPIs Explanation Relevance
EBITDA the ratio of Operating Cash Flow to EBITDA conversion of operating earnings into cash.
during the relevant period.
Operational metrics
Total Operational capacity Total operational capacity of the CO₂ This metric enables us to evaluate the scale
of CO₂ Segment segment refers to the aggregate installed of our CO₂ processing infrastructure and our
processing and purification capacity of CO₂ ability to cater to demand for liquid CO₂ and
across our operational CO₂ recovery units dry ice.
(“CRUs”).
Utilised capacity of CO₂ Utilised capacity of the CO₂ segment refers This metric enables us to assess the
Segment to the actual volume of CO₂ processed and utilisation levels of our installed
purified through the respective CRUs during infrastructure and the operational efficiency
the relevant period. of our CO₂ processing facilities.
Operational CRUs Operational CRUs refer to the number of This metric enables us to assess the scale and
CO₂ recovery units that are operational geographical spread of our CO₂ recovery
during the relevant period. operations.
CO₂ Revenue Yield per CO₂ revenue yield per MT represents the This metric enables us to evaluate the
MT average revenue realised per MT of CO₂ average realisation from the produced CO₂
processed and purified during the relevant and supports strategic decision-making on
period. pricing, production planning.
Total Operational capacity Total operational capacity of the ethanol This metric enables us to evaluate the scale
of Ethanol Segment segment refers to the aggregate installed of our ethanol manufacturing operations and
production capacity of ethanol at our ethanol our ability to meet demand for fuel-grade
manufacturing facility. ethanol.
Utilised capacity of Utilised capacity of the ethanol segment This metric enables us to evaluate the
Ethanol Segment refers to the actual volume of ethanol utilisation of our installed production
produced during the relevant financial year capacity and the operational efficiency of
or period. our ethanol manufacturing operations.
Ethanol Revenue Yield Ethanol revenue yield per litre represents the This metric enables us to evaluate the
per Litre average revenue realised per litre of ethanol average realisation from ethanol sales and
sold during the relevant period. assess pricing trends in the ethanol segment.
Details of our KPIs as of and for the six months ended September 30, 2025 and for the Fiscals 2025, 2024 and 2023,
is set out below:
Six months
Sr. Key Performance Indicators period ended
Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
No. (KPIs) September
30, 2025^
GAAP Measures
1. Revenue from Operations (₹ in Lakhs) 27,939.52 48,817.39 13,652.86 11,037.78
2. Profit After Tax (₹ in Lakhs) 2,618.52 2,621.44 634.57 728.43
3. Operating Cash Flows (₹ in Lakhs) 3,571.36 3,194.14 1,515.96 (567.31)
Non - GAAP Measures
4. EBITDA (₹ in Lakhs) 3,724.98 4,823.38 1,735.67 1,296.84
5. EBITDA Margin (In %) 13.33 9.88 12.71 11.75
6. Return on Equity (RoE) (In %) 32.74 55.37 21.20 26.10
7. Gross Fixed Asset Turnover Ratio (In Times) 1.02 1.89 0.57 1.13
8. Operating Cash Flow to EBITDA (In Times) 0.96 0.66 0.87 (0.44)
Operational Metrics
9. Total Operational capacity of CO₂ (In MT) 1,37,230 2,59,520 2,18,600 1,96,200
Segment
10. Utilised capacity of CO₂ Segment (In MT) 85,881 1,58,746 1,51,213 1,50,421
11. Operational CRUs (In Numbers) 17 15 14 12
12. CO₂ Revenue Yield per MT (In ₹) 6,397.16 7,135.58 6,306.98 6,136.15
177Six months
Sr. Key Performance Indicators period ended
Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
No. (KPIs) September
30, 2025^
13. Total Operational capacity of (In kilo litres) 27,000 54,000 4,500 -
Ethanol Segment
14. Utilised capacity of Ethanol (In kilo litres) 26,555 43,500 3,567 -
Segment
15. Ethanol Revenue Yield per Litre (In ₹) 68.74 69.77 64.40 -
^Not annualized
KPI as identified and approved by the Audit Committee of the board of directors of our Company pursuant to their resolution dated
March 31, 2026 and certified by SSP & Company, Chartered Accountants, our Statutory Auditors, pursuant to their certificate dated
March 31, 2026.
Notes:
1. Revenue from operations is as per the restated consolidated statement of profit and loss for the relevant period / year.
2. Profit for the period/ year (“PAT”) means profit for the year/ period as appearing in the restated consolidated statement of profit
and loss for the relevant period / year.
3. Operating Cash flows is Cash flow from operations as derived from Restated Consolidated Financial Information.
4. EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as sum of Profit before tax for the
period/year, finance cost, depreciation and amortization expense as reduced by other income. See “Other Financial Information—
Non-GAAP Measures” on page 403.
5. EBITDA Margin (%) is calculated as EBITDA as a percentage of Revenue from operations. See “Other Financial Information—
Non-GAAP Measures” on page 403.
6. Return on Equity (ROE) % is computed as profit/ (loss) for the period/ year attributable to owners of the parent as divided by
average equity attributable to owners of the shareholders. Average equity attributable to owners of the shareholders is calculated
as average of equity attributable to owners of the shareholders as at the beginning and at the end of the year/period. See “Other
Financial Information—Non-GAAP Measures” on page 403.
7. Gross Fixed Assets Turnover Ratio is calculated as Revenue from Operations divided by Gross block of Property, Plant and
Equipment (before depreciation and excluding Right-to-use assets). See “Other Financial Information—Non-GAAP Measures”
on page 403.
8. Operating Cash Flow to EBITDA is calculated as Operating Cash Flow divided by EBITDA. See “Other Financial Information—
Non-GAAP Measures” on page 403.
9. Total Operational capacity of CO₂ Segment pertains to aggregate installed capacity of CO2 recovery unit (CRU) in the respective
financial year/period.
10. Utilised capacity of the CO₂ Segment refers to the actual volume of CO₂ processed and purified through the respective CRUs
during the respective financial year/period.
11. Operational CRUs as a the end of respective financial year/period.
12. CO₂ Revenue Yield per MT is calculated as revenue generated from the sale of CO₂ (including sale of dry ice) divided by the total
volume of CO₂ processed and purified (in MT) during the respective financial year/period.
13. Total Operational capacity of Ethanol Segment pertains to aggregate installed capacity of ethanol manufacturing facility during
the respective financial year/period.
14. Utilised capacity of the Ethanol Segment refers to the kilolitres of ethanol produced during the respective financial year/period.
15. Ethanol Revenue Yield per Litre is calculated as revenue generated from the sale of ethanol (excluding sale of DGS) divided by
the total volume of ethanol sold (in litres) during such period.
Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review
and assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in
isolation or as a substitute for the restated consolidated financial statements. Some of these KPIs are not defined under
Ind AS and are not presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these
KPIs may differ from the similar information used by other companies, including peer companies, and hence their
comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative
to Ind AS measures or as an indicator of our operating performance, liquidity, profitability or results of operation.
Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards,
our Company’s management believes that it provides an additional tool for investors to use in evaluating our operating
results and trends and in comparing our financial results with other companies in our industry because it provides
consistency and comparability with past financial performance, when taken collectively with financial measures prepared
in accordance with Ind AS.
178For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see sections titled
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” starting
on pages 245 and 411, respectively. We have described and defined the KPIs, as applicable, in “Definitions and
Abbreviations – Industry related terms/Abbreviations” on page 16. Bidders are encouraged to review the Ind AS financial
measures and not to rely on any single financial or operational metric to evaluate our business.
8. Comparison of KPIs with our peers listed in India
We believe following is our peer group which has been determined on the basis of listed public companies comparable
in the similar line of segments in which our Company operates and whose business segment in part or full may be
comparable with that of our business, however, the same may not be exactly comparable in size / business portfolio
/product & service profile/customer profiles/operating environment/profitability/geographic presence etc., on a whole
with that of our business. Set forth below is a comparison of our KPIs with our listed peer group companies:
[remainder of the page has been intentionally left blank]
179Punjab Carbonic Limited Linde India Limited
Six months Six months
Sr. period period
Particulars Unit
No. ended Fiscal 2025 Fiscal 2024 Fiscal 2023 ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September September
30, 2025^ 30, 2025^
GAAP Measures
1. Revenue from Operations (₹ in Lakhs) 27,939.52 48,817.39 13,652.86 11,037.78 1,21,527.30 2,48,537.60 2,76,866.90 3,13,552.00
2. Profit After Tax (₹ in Lakhs) 2,618.52 2,621.44 634.57 728.43 27,819.00 45,484.50 43,408.60 53,805.90
3. Operating Cash Flows (₹ in Lakhs) 3,571.36 3,194.14 1,515.96 (567.31) 39,530.90 58,359.50 43,695.50 62,918.40
Non - GAAP Measures
4. EBITDA (₹ in Lakhs) 3,724.98 4,823.38 1,735.67 1,296.84 48,346.30 77,212.30 71,007.30 77,283.30
5. EBITDA Margin (In %) 13.33 9.88 12.71 11.75 39.78 31.07 25.65 24.65
6. Return on Equity (RoE) (In %) 32.74 55.37 21.20 26.10 7.12 12.48 13.14 18.38
7. Gross Fixed Asset Turnover Ratio (In Times) 1.02 1.89 0.57 1.13 NA 0.71 0.86 1.06
8. Operating Cash Flow to EBITDA (In Times) 0.96 0.66 0.87 (0.44) 0.82 0.76 0.62 0.81
Operational Metrics
Total Operational capacity of CO₂ (In MT) 1,37,230 2,59,520 2,18,600 1,96,200 NA NA NA NA
9.
Segment
10. Utilised capacity of CO₂ Segment (In MT) 85,881 1,58,746 1,51,213 1,50,421 NA NA NA NA
11. Operational CRUs (In Numbers) 17 15 14 12 NA NA NA NA
12. CO₂ Revenue Yield per MT (In ₹) 6,397.16 7,135.58 6,306.98 6,136.15 NA NA NA NA
Total Operational capacity of (In kilo litres) 27,000 54,000 4,500 - NA NA NA NA
13.
Ethanol Segment
Utilised capacity of Ethanol (In kilo litres) 26,555 43,500 3,567 - NA NA NA NA
14.
Segment
15. Ethanol Revenue Yield per Litre (In ₹) 68.74 69.77 64.40 - NA NA NA NA
^Not annualized
180Punjab Carbonic Limited Ellenbarrie Industrial Gases Limited
Six months Six months
Sr. period period
Particulars Unit
No. ended Fiscal 2025 Fiscal 2024 Fiscal 2023 ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September September
30, 2025^ 30, 2025^
GAAP Measures
1. Revenue from Operations (₹ in Lakhs) 27,939.52 48,817.39 13,652.86 11,037.78 17,280.30 31,248.30 26,947.50 21,679.18
2. Profit After Tax (₹ in Lakhs) 2,618.52 2,621.44 634.57 728.43 5,542.90 8,328.90 4,528.90 3,576.60
3. Operating Cash Flows (₹ in Lakhs) 3,571.36 3,194.14 1,515.96 (567.31) 6,592.30 427.50 4,374.70 5,574.91
Non - GAAP Measures
4. EBITDA (₹ in Lakhs) 3,724.98 4,823.38 1,735.67 1,296.84 6,417.60 10,973.60 6,153.00 5,095.48
5. EBITDA Margin (In %) 13.33 9.88 12.71 11.75 37.14 35.12 22.83 23.50
6. Return on Equity (RoE) (In %) 32.74 55.37 21.20 26.10 7.83 18.44 11.74 10.41
7. Gross Fixed Asset Turnover Ratio (In Times) 1.02 1.89 0.57 1.13 NA 0.65 0.59 0.64
8. Operating Cash Flow to EBITDA (In Times) 0.96 0.66 0.87 (0.44) 1.03 0.04 0.71 1.09
Operational Metrics
Total Operational capacity of CO₂ (In MT) 1,37,230 2,59,520 2,18,600 1,96,200 NA NA NA NA
9.
Segment
10. Utilised capacity of CO₂ Segment (In MT) 85,881 1,58,746 1,51,213 1,50,421 NA NA NA NA
11. Operational CRUs (In Numbers) 17 15 14 12 NA NA NA NA
12. CO₂ Revenue Yield per MT (In ₹) 6,397.16 7,135.58 6,306.98 6,136.15 NA NA NA NA
Total Operational capacity of (In kilo litres) 27,000 54,000 4,500 - NA NA NA NA
13.
Ethanol Segment
Utilised capacity of Ethanol (In kilo litres) 26,555 43,500 3,567 - NA NA NA NA
14.
Segment
15. Ethanol Revenue Yield per Litre (In ₹) 68.74 69.77 64.40 - NA NA NA NA
^Not annualized
181Punjab Carbonic Limited India Glycols Limited
Six months Six months
Sr. period period
Particulars Unit
No. ended Fiscal 2025 Fiscal 2024 Fiscal 2023 ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September September
30, 2025^ 30, 2025^
GAAP Measures
1. Revenue from Operations (₹ in Lakhs) 27,939.52 48,817.39 13,652.86 11,037.78 4,91,552.00 9,03,895.08 7,92,154.42 6,64,164.04
2. Profit After Tax (₹ in Lakhs) 2,618.52 2,621.44 634.57 728.43 13,831.00 23,092.45 17,299.31 14,104.34
3. Operating Cash Flows (₹ in Lakhs) 3,571.36 3,194.14 1,515.96 (567.31) 10,635.00 36,211.15 43,852.53 32,571.14
Non - GAAP Measures
4. EBITDA (₹ in Lakhs) 3,724.98 4,823.38 1,735.67 1,296.84 33,746.00 55,734.07 41,902.17 33,503.60
5. EBITDA Margin (In %) 13.33 9.88 12.71 11.75 6.87 6.17 5.29 5.04
6. Return on Equity (RoE) (In %) 32.74 55.37 21.20 26.10 5.95 10.72 8.75 7.64
7. Gross Fixed Asset Turnover Ratio (In Times) 1.02 1.89 0.57 1.13 NA 2.07 2.14 2.13
8. Operating Cash Flow to EBITDA (In Times) 0.96 0.66 0.87 (0.44) 0.32 0.65 1.05 0.97
Operational Metrics
Total Operational capacity of CO₂ (In MT) 1,37,230 2,59,520 2,18,600 1,96,200 NA NA NA NA
9.
Segment
10. Utilised capacity of CO₂ Segment (In MT) 85,881 1,58,746 1,51,213 1,50,421 NA NA NA NA
11. Operational CRUs (In Numbers) 17 15 14 12 NA NA NA NA
12. CO₂ Revenue Yield per tonne (In ₹) 6,397.16 7,135.58 6,306.98 6,136.15 NA NA NA NA
Total Operational capacity of (In kilo litres) 27,000 54,000 4,500 - NA NA NA NA
13.
Ethanol Segment
Utilised capacity of Ethanol (In kilo litres) 26,555 43,500 3,567 - NA NA NA NA
14.
Segment
15. Ethanol Revenue Yield per Litre (In₹) 68.74 69.77 64.40 - NA NA NA NA
^Not annualized
Notes:
1. Revenue from operations is as per the statement of profit and loss for the relevant period / year.
2. Profit for the period/ year (“PAT”) means profit for the year/ period as appearing in the statement of profit and loss for the relevant period / year.
3. Operating Cash flows is Cash flow from operations as derived from Restated Consolidated Financial Information/Audited Financial Information.
4. EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as sum of Profit before tax for the period/year, finance cost, depreciation and amortization
expense as reduced by other income.
5. EBITDA Margin (%) is calculated as EBITDA as a percentage of Revenue from operations.
1826. Return on Equity (ROE) % is computed as profit/ (loss) for the period/ year attributable to owners of the parent as divided by average equity attributable to owners of the shareholders.
Average equity attributable to owners of the shareholders is calculated as average of equity attributable to owners of the shareholders as at the beginning and at the end of the year/period.
7. Gross Fixed Assets Turnover Ratio is calculated as Revenue from Operations divided by Gross block of Property, Plant and Equipment (before depreciation and excluding Right-to-use assets).
8. Operating Cash Flow to EBITDA is calculated as Operating Cash Flow divided by EBITDA.
9. Total Operational capacity of CO₂ Segment pertains to aggregate installed capacity of CO2 recovery unit (CRU) in the respective financial year/period.
10. Utilised capacity of the CO₂ Segment refers to the actual volume of CO₂ processed and purified through the respective CRUs during the respective financial year/period.
11. Operational CRUs as at the end of respective financial year/period.
12. CO₂ Revenue Yield per MT is calculated as revenue generated from the sale of CO₂ (including sale of dry ice) divided by the total volume of CO₂ processed and purified (in MT) during the
respective financial year/period.
13. Total Operational capacity of Ethanol Segment pertains to aggregate installed capacity of ethanol manufacturing facility during the respective financial year/period.
14. Utilised capacity of the Ethanol Segment refers to the kilolitres of ethanol produced during the respective financial year/period.
15. Ethanol Revenue Yield per Litre is calculated as revenue generated from the sale of ethanol (excluding sale of DGS) divided by the total volume of ethanol sold (in litres) during such period
Notes related to listed peers:
1. All the financial and operational information for the industry peers mentioned above is on a consolidated basis unless stated otherwise and is sourced from the annual reports, audited
financial results, investor presentations and publicly available information of the relevant companies for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 and
the audited financial results of the relevant companies for the six months period ended September 30, 2025, as available on the websites of the Stock Exchanges. The comparison is not a
recommendation to invest/ disinvest in any entity, including Company, and should not be construed as investment advice within the meaning of any law or regulation, or used as a basis for
any investment decision.
2. The financial information of Linde India Limited and Ellenbarrie Industrial Gases Limited for the six-months period ended September 30, 2025 and for the financial year ended March 31,
2025, March 31, 2024 and March 31, 2023 is presented in ₹ millions in their annual reports and audited financial results available on the website of the company. For the purpose of
comparison, the same has been converted into ₹ in lakhs to ensure uniformity and facilitate meaningful comparison.
3. The financial information of India Glycols Limited for the six-months period ended September 30, 2025 is presented in ₹ crores in their audited financial results submitted to stock exchanges.
For the purpose of comparison, the same has been converted into ₹ in lakhs to ensure uniformity and facilitate meaningful comparison.
4. NA refers to Not Applicable where the financial information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results and investor
presentations as submitted to the Stock Exchanges.
1839. Comparison of KPIs based on additions or dispositions to our business
The impact of all material acquisitions or dispositions of assets or business undertaken by our Company during the
periods covered by the KPIs, i.e., six months period ended September 30, 2025 and the Fiscals 2025, 2024 & 2023
are reflected in the KPIs disclosed in this Draft Red Herring Prospectus. For details regarding acquisitions and
dispositions made our Company in the six months period ended September 30, 2025 and the last three Fiscals, see
“History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business or
undertakings, mergers or amalgamations in the last 10 years ” on page 292.
10. Weighted average cost of acquisition (“WACA”), floor price and cap price
a) Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based
on primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under
employee stock option plan and issuance of Equity Shares pursuant to a bonus issue) during the 18 months
preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5%
of the fully diluted paid-up share capital of our Company in a single transaction or multiple transactions
combined together over a span of rolling 30 days (“Primary Issuances”).
Our Company has not issued any Equity Shares or convertible securities (excluding 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 that 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital
before such transaction), in a single transaction or multiple transactions combined together over a span of rolling
30 days.
b) Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based
on secondary sale or acquisition of Equity Shares or convertible securities (excluding gifts) involving any of
the Promoters, members of the Promoter Group, Promoter Selling Shareholders or other shareholders with
rights to nominate directors during the 18 months preceding the date of filing of this Draft Red Herring
Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share
capital of our Company, in a single transaction or multiple transactions combined together over a span of
rolling 30 days (“Secondary Transactions”)
There have been no secondary sale/ acquisitions of Equity Shares or any convertible securities (“Security(ies)”),
where the Promoter, members of the Promoter Group, Promoter Selling Shareholders or the Shareholder(s) having
the right to nominate director(s) in 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 fully diluted paid up share capital of our Company (calculated based on the pre-Offer capital before such
transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days.
c) Since there are no such transaction to report to under a) and b), the following are the details basis the last
five primary or secondary transactions (secondary transactions where Promoters, members of the Promoter
Group, Promoter Selling Shareholders having the right to nominate Director(s) on our Board, are a party to
the transaction), not older than three years prior to the date of this Draft Red Herring Prospectus irrespective
of the size of transactions:
Other than the allotments, as described in “Capital Structure - Share capital history of our Company – equity share
capital history of our Company” on page 110; “Capital Structure - Details of shareholding of our Promoters and
members of the Promoter Group- Equity shareholding of the Promoters” on page 119; and as disclosed below there
have been no primary or secondary transactions (secondary transactions where Promoters, members of the Promoter
Group, Promoter Selling Shareholders having the right to nominate Director(s) on our Board, are a party to the
transaction), not older than three years prior to the date of this Draft Red Herring Prospectus.
Primary Transaction
Our Company has not undertaken any primary transaction in last three years other than issuance of Equity shares
by way of Bonus issue on February 27, 2026 in the ratio of 10 (ten) Equity Share for every 1 (one) Equity Share
held by the Shareholders, authorized by a resolution passed by the Shareholders at the EGM held on January 31,
2026 with the record date as February 27, 2026, by capitalization of the sum out of reserves and surplus.
184Secondary Transaction
Transfe Aggregate
Number
Name of Nature of r Price Considerat
Date of Name of of Face Value
Transfer considerat per ion
Transfer Transferor Equity (in ₹)
ee ion share (in ₹
Shares
(in ₹) Lakhs)
December Jaswant Jasbir Kaur 100 By way of Nil 100 Nil
24, 2025 Singh Transmissi
on (Other
than Cash)
January Jasbir Gurkaran 200 By way of Nil 100 Nil
13, 2026 Kaur Singh Kohli Gift (Other
than Cash)
January Joginder Bavkaran 632 By way of Nil 100 Nil
16, 2026 Kaur Singh Kohli Gift (Other
than Cash)
January Joginder Gurkaran 468 By way of Nil 100 Nil
16, 2026 Kaur Singh Kohli Gift (Other
than Cash)
Weighted Average Cost of Acquisition based on Last five Secondary Transaction by Nil^
Promoter and/or Promoter Group in Last 3 (Three) Years.
^The Weighted Average Cost of Acquisition is adjusted for all corporate actions.
d) The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition at which
the Equity Shares were issued by our Company, or acquired or sold by the Promoter Selling Shareholders
or other shareholders with rights to nominate directors are disclosed below:
Weighted average
Floor price Cap price
Types of transactions cost of acquisition (₹
(i.e., ₹ [●])* (i.e., ₹ [●])*
per Equity Share)*
Weighted average cost of acquisition per share of our Not Applicable [●] [●]
Company based on primary/ new issue of Equity Shares or
convertible securities (excluding Equity Shares issued
under employee stock option plans and issuance of Equity
Shares pursuant to a bonus issue) during the 18 months
preceding the date of this Draft Red Herring Prospectus,
where such issuance is equal to or more than 5% of the
fully diluted paid up share capital of our Company
(calculated based on the pre-issue capital before such
transactions and excluding employee stock options
granted but not vested) in a single transaction or multiple
transactions combined together over a span of rolling 30
days. (“Primary Issuances”)
Weighted average cost of acquisition per share of our Not Applicable [●] [●]
Company based on secondary sale / acquisition of Equity
Shares or convertible securities, where our Promoters,
members of our Promoter Group, or Shareholder(s) having
the right to nominate director(s) to the Board of our
Company are a party to the transaction (excluding gifts),
during the 18 months preceding the date of filing of this
Draft Red Herring Prospectus, where either acquisition or
sale is equal to or more than 5% of the fully diluted paid-
up share capital of our Company (calculated based on the
pre-issue capital before such transactions and excluding
employee stock options granted but not vested), in a single
transaction or multiple transactions combined together
over a span of rolling 30 days (“Secondary Transactions”)
Since there are transactions to report under (a) above therefore, information based on last 5 primary or secondary
185Weighted average
Floor price Cap price
Types of transactions cost of acquisition (₹
(i.e., ₹ [●])* (i.e., ₹ [●])*
per Equity Share)*
transactions (secondary transactions where Promoters / Promoter Group entities or Selling Shareholder or
shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction)
not older than 3 years prior to the date of this Draft Red Herring Prospectus irrespective of the size of transactions
is not required to disclosed.
Last 5 Primary Transaction Nil [●] [●]
Last 5 Secondary Transaction Nil [●] [●]
*To be included on finalisation of Price Band.
The above table has been certified by SSP & Company, Statutory Auditors, vide their certificate dated March 31, 2026.
11. Justification for Basis for Offer Price
(a) The following provides an explanation to the Offer Price/ Cap Price being [●] times of weighted average cost
of acquisition of Equity Shares that were issued by our Company or acquired or sold by our Promoter, the
members of our Promoter Group by way of primary and secondary transactions in the last eighteen months
preceding the date of this Draft Red Herring Prospectus compared to our Company’s KPIs and financial ratios
as at and for the six-months period ended September 30, 2025 and as at and for the Fiscals 2025, 2024, and
2023.
[●]*
*To be included on finalisation of Price Band
(b) The following provides an explanation to the Offer Price/ Cap Price being [●] times of weighted average cost
of acquisition of Equity Shares that were issued by our Company or acquired by our Promoter, the members
of our Promoter Group by way of primary and secondary transactions in the last eighteen months preceding
the date of this Draft Red Herring Prospectus in view of external factors, if any, which may have influenced
the pricing of the Offer.
[●]*
*To be included on finalisation of Price Band
12. The Offer price is [●] times of the face value of the Equity Shares
The Offer Price of ₹ [●] will be determined by our Company, in consultation with the Book Running Lead
Managers, 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-mentioned information along with “Risk Factors”, “Our Business”, “Summary of
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 25, 246, 84 and 412 , respectively, to have a more informed view. The trading
price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” on page 25 and you may
lose all or part of your investments.
186STATEMENT OF SPECIAL TAX BENEFITS
Statement of special tax benefits (under direct and indirect tax laws) together with the report available to the
Company, its shareholders and material subsidiaries (if applicable)
Dated: March 31, 2026
To,
The Board of Directors
Punjab Carbonic Limited
(Formerly Known as Punjab Carbonic Private Limited)
Khasra No. 112/4/2/1, Village Lehri,
Tehsil Talwandi Sabo, Bathinda, Punjab-151302
(the “Company”)
Dear Sir/Madam,
Sub: Statement of Special Tax Benefits (“the Statement”) available to Punjab Carbonic Limited (formerly
Punjab Carbonic Private Limited) (“Company”), its shareholders and its material subsidiary (i.e., Punjab
Fusion Private Limited and Pancarbo Greenfuels Private Limited) under the Indian tax laws prepared in
accordance with the requirement under Schedule VI – Part A - Clause (9) (L) of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
(“the ICDR Regulations”).
We, SSP & Company, Chartered Accountants, (FRN: 010390N), are the statutory auditors of the Company, appointed
in accordance with section 139 of the Companies Act, 2013, as amended. We enclose herewith the statement (the
“Annexure”) showing the current position of special tax benefits available to the Company, to its shareholders, and its
material subsidiaries as per the provisions of the Indian direct and indirect tax laws including the Income-tax Act,
1961,(“Act”) the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union
Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017 (collectively the “GST
Act”), the Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) (collectively the
“Taxation Laws”) including the rules, regulations, circulars and notifications issued in connection with the Taxation
Laws, as presently in force and applicable to the assessment year 2026-27 relevant to the financial year 2025-26 for
inclusion in the Draft Red Herring Prospectus (“DRHP”) for the proposed initial public offering of shares of the Company
as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR Regulations”).
Following are the material subsidiaries of the Company:
1. Punjab Fusion Private Limited; and
2. Pancarbo Greenfuels Private Limited
Several of these benefits are dependent on the Company or its shareholders or its material subsidiaries fulfilling the
conditions prescribed under the relevant provisions of the Relevant Acts. Hence, the ability of the Company, its
shareholders and/or its material subsidiary 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, its shareholders or its material
subsidiary may or may not choose to fulfil.
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR
Regulations. While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, for the purpose
of this Statement, it is assumed that with respect to special tax benefits available to the Company and its material
subsidiaries, the same would include those benefits as enumerated in the Annexure. Any benefits under the taxation laws
other than those specified in Annexure are considered to be general tax benefits and therefore not covered within the
ambit of this Statement. Further, any benefits available under any other laws within or outside India, except for those
mentioned in the Annexure have not been examined and covered by this statement.
187The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company. This statement is only intended to
provide general information to guide the investors and is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised
to consult their own tax consultants, with respect to the specific tax implications arising out of their participation in the
Offer particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or
may have a different interpretation on the benefits, which an investor can avail. We are neither suggesting nor are we
advising the investors to invest or not to invest money based on this statement.
The contents of the enclosed Annexure are based on the representations obtained from the Company and its material
subsidiaries and on the basis of our understanding of the business activities and operations of the Company and its
material subsidiaries. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance
is given that the revenue authorities/ courts will concur with the views expressed herein. Our views are based on the
existing provisions of the Taxation Laws and their interpretation, which are subject to change from time to time. We do
not assume responsibility to update the views consequent to such changes.
We do not express any opinion or provide any assurance whether:
• The Company or its Shareholders or its material subsidiaries will continue to obtain special tax benefits in future;
• The conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.
This statement is provided solely for the purpose of assisting the Company in discharging its responsibilities under the
SEBI ICDR Regulations.
We hereby give our consent to include this report and the enclosed Annexure regarding the tax benefits available to the
Company, its Shareholders, and its material subsidiaries in the DRHP for the proposed initial public offer of equity shares
which the Company intends to submit to the Securities and Exchange Board of India and the National Stock Exchange
of India Limited and BSE Limited (the “Stock Exchanges”).
We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes
(Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note
requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants
of India.
This certificate may be relied upon by the Company, the Book Running Lead Manager, and the legal counsel appointed
in relation to the Offer. We hereby consent to extracts of, or reference to, this certificate being used in the draft red herring
prospectus, red herring prospectus and prospectus or any other documents in connection with the Offer (collectively, the
“Offer Documents”). We also consent to the submission of this certificate as may be necessary to any regulatory or
statutory authority and/or for the records to be maintained by the Book Running Lead Manager in connection with the
Offer and in accordance with applicable law. This certificate may be disclosed by the Book Running Lead Manager, if
required, (i) by reason of any law, regulation or order of a court or by any governmental or competent regulatory authority,
or (ii) in seeking to establish a defense in connection with, or to avoid, any actual, potential or threatened legal, arbitral
or regulatory proceeding or investigation.
We have carried out our work on the basis of Restated Consolidated Financial Statements and other documents,
information in the public domain and information made available to us by the Company, which has formed substantial
basis for this Statement.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related
Services Engagements. We hereby consent to our name and the aforementioned details being included in the Offer
Documents
188and/or consent to the submission of this certificate as may be necessary, to any regulatory/ statutory authority, the Stock
Exchanges, any other authority as may be required and/or for the records to be maintained by the BRLMs in connection
with the Offer and in accordance with applicable law.
We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013, read
with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in the
Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, the Preliminary International Wrap/Offering
Memorandum, the Abridged Prospectus and any other addendum thereto of the Company to be submitted/filed with the
Securities and Exchange Board of India (“SEBI”), the Registrar of Companies, Punjab and Chandigarh at Chandigarh
(“ROC”) and the stock exchanges, or any other material (including in any corporate or investor presentation made by or
on behalf of the Company) to be issued in relation to the Offer or in any other documents in connection with the Offer.
All capitalized terms not defined hereinabove shall have the same meaning as defined in the Offer Documents.
Yours faithfully,
For SSP & Company
Chartered Accountants
ICAI Firm Registration Number: 010390N
Partner: CA Sandeep Gupta
Membership No. 099458
Place: New Delhi
UDIN: 26099458WFKYCG3397
189ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO PUNJAB CARBONIC
LIMITED (“COMPANY”), THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS”) AND ITS
MATERIAL SUBSIDIARIES
Outlined below are the possible special tax benefits available to the Company and its shareholders under the Tax Laws
(“Possible Special Tax Benefits”). These Possible Special Tax Benefits are dependent on the Company, its shareholders
and its material subsidiaries fulfilling the conditions prescribed under the Tax Laws. Hence, the ability of the Company
and its shareholders to derive the Possible Special Tax Benefits is dependent upon fulfilling such conditions, which are
based on business imperatives it faces in the future, it may or may not choose to fulfil.
I. Special tax benefits available to the Holding Company
1. Special Direct Tax Benefit Available to the company in India Under the Income Tax Act, 1961 (‘Act’)
(i) Lower Corporate Tax Rate under Section 115BAA of the Income Tax Act
A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. April 1, 2020 (A.Y. 2020-21). Section 115BAA grants an option to a domestic
company to be governed by the section from a particular assessment year. If a company opts for section 115BAA
of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and education cess
of 4%). Section 115BAA of the Act further provides that domestic companies availing the option will not be
required to pay Minimum Alternate Tax (“MAT”) on their ‘book profits’ under section 115JB of the Act.
However, such a company will no longer be eligible to avail specified exemptions / incentives under the Act
and will also need to comply with the other conditions specified in section 115BAA. Also, if a company opts
for section 115BAA, the tax credit (under section 115JAA), if any, which it is entitled to on account of MAT
paid in earlier years, will no longer be available. Further, it shall not be allowed to claim set-off of any brought
forward loss arising to it on account of additional depreciation and other specified incentives.
The Company has decided to opt for the lower corporate tax rate of 25.168% (prescribed under section 115BAA
of the Act) with effect from AY 2025-26.
2. Special Indirect Tax Benefit Available to the company in India.
There are no special indirect tax benefits available to the Company under Indirect Tax Laws.
II. Special tax benefits available to the Material Subsidiaries
• Pancarbo Greenfuels Private Limited
1. Special Direct Tax Benefit Available to the material subsidiary in India Under the Income Tax Act, 1961
(‘Act’)
(i) Lower Corporate Tax Rate under Section 115BAB of the Income Tax Act
A new section 115BAB has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. April 1, 2020 (A.Y. 2020-21). Section 115BAB grants an option to a domestic
manufacturing company to be governed by the section from a particular assessment year. If a company opts for
section 115BAB of the Act, it can pay corporate tax at a reduced rate of 17.16% (15% plus surcharge of 10%
and education cess of 4%). Section 115BAB of the Act further provides that domestic companies availing the
option will not be required to pay Minimum Alternate Tax (“MAT”) on their ‘book profits’ under section 115JB
of the Act.
190However, such a company will no longer be eligible to avail specified exemptions / incentives under the Act
and will also need to comply with the other conditions specified in section 115BAB. Also, if a company opts
for section 115BAB, the tax credit (under section 115JAA), if any, which it is entitled to on account of MAT
paid in
earlier years, will no longer be available. Further, it shall not be allowed to claim set-off of any brought forward
loss arising to it on account of additional depreciation and other specified incentives.
The Company has decided to opt for the lower corporate tax rate of 17.16% (prescribed under section 115BAA
of the Act) with effect from AY 2022-23.
2. Special Indirect Tax Benefit Available to the material subsidiary in India.
There are no special indirect tax benefits available to the Company under Indirect Tax Laws.
• Punjab Fusion Private Limited
1. Special Direct Tax Benefit Available to the company in India Under the Income Tax Act, 1961 (‘Act’)
(i) Lower Corporate Tax Rate under Section 115BAA of the Income Tax Act
A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. April 1, 2020 (A.Y. 2020-21). Section 115BAA grants an option to a domestic
company to be governed by the section from a particular assessment year. If a company opts for section 115BAA
of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and education cess
of 4%). Section 115BAA of the Act further provides that domestic companies availing the option will not be
required to pay Minimum Alternate Tax (“MAT”) on their ‘book profits’ under section 115JB of the Act.
However, such a company will no longer be eligible to avail specified exemptions / incentives under the Act
and will also need to comply with the other conditions specified in section 115BAA. Also, if a company opts
for section 115BAA, the tax credit (under section 115JAA), if any, which it is entitled to on account of MAT
paid in earlier years, will no longer be available. Further, it shall not be allowed to claim set-off of any brought
forward loss arising to it on account of additional depreciation and other specified incentives.
The Company has decided to opt for the lower corporate tax rate of 25.168% (prescribed under section 115BAA
of the Act) with effect from AY 2020-2021.
2. Special Indirect Tax Benefit Available to the company in India.
There are no special indirect tax benefits available to the Company under Indirect Tax Laws.
III. Special tax benefits available to the Shareholders
There are no special tax benefits available to the shareholders of the Company under the Tax Laws.
1. Special tax benefits available to the Shareholders under direct tax laws
There are no special direct tax benefits available to the shareholders under direct Tax Laws.
2. Special tax benefits available to the Shareholders under Indirect tax laws
There are no special indirect tax benefits available to the shareholders under Indirect Tax Laws.
Notes:
The Statement is prepared based on information available with the management of the Company and there is no assurance
that:
• the Company, Material Subsidiaries or its shareholders will continue to obtain these benefits in future.
• the conditions prescribed for availing the benefits have been/ would be met with; and
191• the revenue authorities/courts will concur with the view expressed herein.
• The above views are based on the existing provisions of law and its interpretation, which are subject to change
from time to time.
The above Statement of Special Tax Benefits sets out the provisions of law in a summarized manner only and is not a
complete analysis or listing of all potential tax consequences of the purchase, ownership, and disposal of shares.
192SECTION IV: ABOUT OUR COMPNY
INDUSTRY OVERVIEW
Global Macroeconomic Scenario
Global Economic Overview
The global economy, which recorded GDP growth at 3.3% in CY 2024, is expected to show resilience at 3.2% in CY
2025. This marks the slowest expansion since 2020 and reflects a -0.1%point downgrade from January 2025 forecast.
Moreover, the projection for CY 2026 has also reduced to 3.1%. This slowdown is majorly attributed due to numerous
factors such as high inflation in many economies despite central bank effort to curb inflation, continuing energy market
volatility driven by geopolitical tensions particularly in Ukraine and Middle East, and the re-election of Donald Trump
as US President extended uncertainty around the trade policies as well as overall global economic growth. High inflation
and rising borrowing costs affected the private consumption on one hand while fiscal consolidation impacted the
government consumption on the other hand. As a result, global GDP growth is projected to slow down from 3.3% in CY
2024 to 3.2% in CY 2025.
Historial & Projected GDP Growth Trends(%)
7.0
6.6
6.0
4.7
2.9 3.7 3.6 2.94.1 3.5 3.3 4.3 3.2 4.2 3.1 4.0
1.9 1.8 1.8 1.6 1.6
CY 2019 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025P CY 2026P
-1.7
-2.7
-4.0
Global Economies Advanced Economies Emerging and Developing Economies
Source – IMF Global GDP Forecast Release October 2025
Note: Advanced Economies and Emerging & Developing Economies are as per the classification of the World Economic Outlook
(WEO). This classification is not based on strict criteria, economic or otherwise, and it has evolved over time. It comprises of 40
countries under the Advanced Economies including the G7 (the United States, Japan, Germany, France, Italy, the United Kingdom,
and Canada) and selected countries from the Euro Zone (Germany, Italy, France etc.). The group of emerging market and developing
economies (156) includes all those that are not classified as Advanced Economies (India, China, Brazil, Malaysia etc.)
Historical and Projected GDP Growth
GDP growth across major regions exhibited a mixed trend between 2022-23, with GDP growth in many regions including
North America, Emerging and Developing Asia, and Emerging and Developing Europe slowing further in 2024. In 2025,
GDP growth rate in Emerging and Developing Asia (India, China, Indonesia, Malaysia, etc.) is expected to moderate
further to 5.2% from 5.3% in the previous year, while in the North America, it is expected to moderate to 2.0% in CY
2025 from 2.8% in CY 2024. Similarly in Emerging and Developing Europe is expected to moderate further to 1.8%
from 3.5% in the previous year.
193Historical & Projected GDP Growth Across Major Regions (%)
7.4 7.8 7.1
6.1 2.52.9 2.8 2.02.1 4.2 2.42.4 2.42.3 4.45.5 2.42.6 3.53.8 4.76.1 5.35.24.7 4.74.13.6 4.14.14.4 3.63.5 1.82.2
0.5
North America Latin America & The Middle East & Central -0.5Emerging & Sub Saharan Africa Emerging and
-1.5
-2.2 Caribbean -2.2 Asia Developing Asia Developing Europe
-1.8
-6.9
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025P CY2026P
Source-IMF World Economic Outlook October 2025 update.
Except Middle East & Central Asia, all other regions like Emerging and Developing Asia, Emerging and Developing
Europe, Latin America & The Caribbean, Sub Saharan Africa and North America, are expected to record a moderation
in GDP growth rate in CY 2025 as compared to CY 2024. Further, growth in the United States is expected to come down
at 2.0% in CY 2025 from 2.8% in CY 2024 due to lagged effects of monetary policy tightening, gradual fiscal tightening,
and a softening in labor markets slowing aggregate demand.
Global Economic Outlook
The global macroeconomic environment remains shaped by divergent regional trends and continued geopolitical and
policymaking uncertainties. A wave of new U.S. tariffs, mostly effective from August 7, has shaken markets and raised
costs for global trade. On August 1, the U.S. announced higher tariff rates for countries from which it imports goods,
with most of the rates effective from August 7. A 15% rate will act as a baseline floor for countries with which the U.S.
has a trade deficit; a 10% rate applies for those with which the U.S. has a trade surplus. However, there are some countries
that are subject to higher U.S. tariffs.
In North America, the United States continues to engage in trade negotiations with multiple countries and has announced
plans to introduce sector-specific tariffs, targeting industries such as copper and pharmaceuticals. However, talks with
Canada have stalled, despite Canada’s decision to withdraw its Digital Services Tax in an effort to ease tensions. As a
result, the U.S. imposed a 35% tariff on Canadian goods that do not meet USMCA compliance standards, effective
August 1. This move has further strained bilateral relations and added complexity to the regional trade landscape.
By August 7, the U.S. had announced increased tariffs of 15-50% on Asian economies, with most rates around 20%.
Although these tariffs are lower than the levels announced in April, they remain higher than those applied to most Western
counterparts, impacting exporters such as Taiwan Region (20%) and India (25%, with the U.S. saying this could rise to
50% at the end of August). Moreover, On July 28, the US imposed a 15% tariff on most EU imports under a new trade
agreement, impacting Nordic countries such as Denmark, Finland, and Sweden. Key exemptions include aircraft parts
and semiconductor equipment, while steel and aluminum continue to face 50% tariffs.
Tariffs and their unpredictable application have weighed on consumer and business sentiment, sunk global stock markets,
raised recession risks, and made a global slowdown more likely. Our latest Global Business Optimism Insights report for
indicates a further decline in business optimism as firms continue to grapple with trade-related policy uncertainty and its
broader economic implications. Export-driven sectors reported sharp declines in optimism. Financial risk perceptions
remain elevated as businesses contend with high borrowing costs and persistent inflation expectations. More broadly, the
uncertainty is reflected in delayed capital expenditure and a pullback in hiring.
Tariffs have begun to exert pressure on central banks by contributing to inflationary pressures and increasing financial
market volatility. Central banks are adjusting forward guidance and policy frameworks and may begin to consider the
likelihood of softer growth being a bigger priority than high inflation by starting to cut interest rates to support economies.
For businesses, this uncertainty translates into unpredictable cost structures, fluctuating credit availability, and the
management of operational costs through diversified supply networks.
The latest Dun & Bradstreet Global Business Optimism Insights report reveals a further decline in business optimism,
though at a more moderate pace than in the prior quarter, as businesses continued to grapple with trade-related policy
uncertainty and its broader economic implications. Export-driven sectors such as automotives, electricals, and metals saw
194sharp declines in optimism, particularly in the U.S., Mexico, South Korea, and Japan, where rising tariffs and shifting
trade policies have fueled cost pressures and demand volatility. Financial risk perceptions remain elevated.
Global Growth Projection
At broader level, the global economy is expected to experience a slowdown in 2025, with GDP growth projected to
decline to 3.2%, down from 3.3% in 2024. This deceleration reflects persistent inflationary pressure, geopolitical
uncertainties and tightened monetary policies. However, a sightly recovery is anticipated in 2026, with growth projected
to improve to 3.1%. In the United Kingdom, headline inflation, which began rising in 2024, is expected to continue
increasing in 2025, partly due to changes in regulated prices. This rise is projected to be temporary, with a loosening
labor market and moderating wage growth helping inflation return to target by end-2026. In the United States, inflation
is expected to rise in the second half of 2025, as the impact of tariffs is no longer absorbed within supply chains and is
instead passed on to consumers. Inflation is then expected to return to the Federal Reserve’s 2 percent target in 2027.
This forecast assumes modest second-round effects, implying upside risks to U.S. inflation and downside risks to
employment.
Among emerging market and developing economies, inflation forecasts for Brazil and Mexico are revised upward. For
Brazil, the revision is more pronounced and partly reflects the stabilization of inflation expectations above target, due to
fiscal policy credibility challenges in the previous year, although currency appreciation is expected to provide relief in
late 2025 and 2026. For Mexico, the upward revision is driven by volatile categories such as food and more persistent-
than-expected services inflation. For several other economies, inflation forecasts are revised downward compared with
the October 2024 WEO. In much of emerging and developing Asia, this is the case. The revision largely reflects lower-
than-expected outturns, with food, energy, and administrative prices playing a significant role—particularly in China,
India, and Thailand.
In the United States, growth is projected to slow to 2.0 percent in 2025 and remain steady at 2.1 percent in 2026, broadly
consistent with July projections and improved from April due to lower effective tariff rates, a fiscal boost from the
OBBBA, and easing financial conditions. This reflects a significant slowdown from 2024 and a cumulative downward
revision of 0.1 percentage point from the October 2024 WEO and 0.7 percentage point from the January 2025 WEO
Update. The revision is primarily driven by greater policy uncertainty, higher trade barriers, and slower labor force and
employment growth.
Growth in the euro area is expected to increase modestly to 1.2 percent in 2025 and to 1.1 percent in 2026. While this
marks an improvement from April and July, it represents a cumulative downward revision of 0.4 percentage point
compared to the October 2024 WEO. The main contributing factors are elevated uncertainty and higher tariffs.
Recovering private consumption from higher real wages and fiscal easing in Germany in 2026 provide only a partial
offset, while strong performance in Ireland supports growth in 2025. The euro area economy is expected to grow at
potential in 2026.
For emerging market and developing economies, growth is projected to moderate from 4.3 percent in 2024 to 4.2 percent
in 2025, and further to 4.0 percent in 2026. This is virtually unchanged from the July WEO Update and reflects a
cumulative upward revision of 0.6 percentage point from the April 2025 WEO, but remains 0.2 percentage point lower
than the October 2024 forecast, with low-income developing countries facing a larger downward revision than middle-
income economies.
Growth in emerging and developing Asia is expected to decline from 5.3 percent in 2024 to 5.2 percent in 2025, and
further to 4.7 percent in 2026. In several countries—particularly in ASEAN, among the most affected—growth forecasts
closely followed changes in effective tariff rates. In China, the 2025 GDP growth forecast was revised downward by 0.6
percentage point in the April 2025 WEO due to escalating trade tensions with the United States and then revised upward
by 0.8 percentage point in the July WEO Update following the pause on higher tariffs in May.
In Latin America and the Caribbean, growth is projected to remain stable at 2.4 percent in 2025 and decline slightly to
2.3 percent in 2026. The 2025 forecast is revised upward by 0.4 percentage point relative to April, driven by lower tariff
rates for most countries in the region and stronger-than-expected incoming data. The revision is largely attributed to
Mexico, which is expected to grow at 1.0 percent in 2025, 1.3 percentage points higher than forecast in the April 2025
WEO. For Brazil, the 2025 projection is revised upward, while the 2026 forecast is revised downward, partly due to the
higher tariff rate on exports to the United States. For the region overall, the 2025–2026 forecast is cumulatively 0.5
percentage point lower than the October 2024 WEO, reflecting trade policy changes and uncertainty.
195In emerging and developing Europe, growth is projected to decline significantly from 3.5 percent in 2024 to 1.8 percent
in 2025, followed by a modest recovery to 2.2 percent in 2026. This decline is primarily driven by a sharp drop in Russia’s
growth forecast, from 4.3 percent in 2024 to 0.6 percent in 2025, and 1.0 percent in 2026. The 2025 growth forecast is
0.9 percentage point lower than in the April 2025 WEO, largely due to recent data showing a concentration of fiscal
expenditures in Q4 2024, which raised the 2024 GDP estimate from 4.1 percent to 4.3 percent. The payback effect is
reflected in the 2025 projection.
India Macroeconomic Analysis
The International Monetary Fund (IMF), in its latest World Economic Outlook, has projected India’s economy to grow
at 6.6% in 2025-26, marking a 20 basis point upward revision from its previous estimate. This boost is largely credited
to a strong first quarter performance in FY26, which helped offset the negative impact of increased U.S. tariffs on Indian
exports. With this projection, India is set to remain one of the fastest growing emerging market and developing
economies, outpacing China’s expected growth of 4.8%. Despite global trade policy shifts and economic uncertainties,
India’s growth continues to be driven by resilient domestic demand and strong economic fundamentals. However, the
IMF slightly lowered its forecast for 2026-27 to 6.2%, anticipating a natural moderation as the early momentum fades
Country CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025 P CY 2026 P
India –5.8% 9.7% 7.6% 9.2% 6.5% 6.6% 6.2%
China 2.3% 8.6% 3.1% 5.4% 5.0% 4.8% 4.2%
United States -2.2% 6.1% 2.5% 2.9% 2.8% 2.0% 2.1%
Japan -4.2% 2.7% 0.9% 1.4% 0.1% 1.1% 0.6%
United Kingdom -10.3% 8.6% 4.8% 0.4% 1.1% 1.3% 1.3%
Russia -2.7% 5.9% -1.4% 4.1% 4.3% 0.6% 1.0%
Source: World Economic Outlook, October 2025
In the Union Budget 2025-2026, the government announced INR 11.21 billion capex on infrastructure (10.12% higher
than previous year revised estimates) coupled with INR 1.5 trillion in interest-free loans to states. This has provided
much-needed confidence to the private sector, and in turn, expected to attract the private investment.
Historical GDP and GVA Growth trend
As per the latest estimates, India’s GDP at constant prices is estimated to grow to INR 187.96 trillion in FY 2025
(Provisional Estimates) with the real GDP growth rates estimated to be 6.5% for FY 2025. Similarly, real Gross Value
Added (GVA) growth stood is estimated to have moderated to 6.4% in FY 2025. Even amidst global economic
uncertainties, India’s economy exhibited resilience supported by robust consumption and government spending.
Growth Trend (Constant 2011-12 Prices)
%
0
3 %
.9 6
5
%
.8
1
2 %
.7 1
4
.6
% % % %
5 1 9 9
7 6 1 4
.9 .7 .9 .6
FY 2022 FY 2023 FE FY 2024 FRE FY 2025 PE
GDP GVA
Source: Ministry of Statistics & Programme Implementation (MOSPI), National Account Statistics: FY2025.
FE is Final Estimates, FRE is First Revised Estimate and PE is Provisional Estimates
196Sectoral Contribution to GVA and annual growth trend
Sectoral GVA Growth Sectoral Contribution to GVA
(at constant prices 2011-12)
10.82%
10.33%
8.99%
54.32% 54.53% 54.93%
7.21% 8.56% 7.19%
6.26%
6.41%
4.63%
5.90%
2.48% 2.66% 30.18% 30.81% 30.66%
15.50% 14.66% 14.41%
FY 2023 FE FY 2024 FRE FY 2025 PE FY 2023 FE FY 2024 FRE FY 2025 PE
Agriculture Industry Services GVA Agriculture Industry Services
Source: Ministry of Statistics & Programme Implementation (MOSPI)
FE is Final Estimates, FRE is First Revised Estimate and PE is Provisional Estimates
Sectoral analysis of GVA reveals that the industrial sector experienced a moderation in FY 2025, recording a 5.90% y-
o-y growth against 10.82% year-on-year growth in FY 2024. Within the industrial sector, growth moderated across sub
sector with mining, manufacturing, and construction activities growing by 2.69%, 4.52%, and 9.35% respectively in FY
2025, compared to 3.21%, 12.30%, and 10.41% in FY 2024. Growth in the utilities sector too moderated to 6.03% in FY
2025 from 8.64% in the previous year. The industrial sector’s contribution to GVA moderated marginally from 30.81%
in FY 2024 to 30.66% in FY 2025.
The services sector continued to be the main driver of economic growth, although its pace moderated. It expanded by
7.19% in FY 2025 from 8.99% in FY 2024. The services sector retained its position as the largest contributor to GVA,
rising from 54.32% in FY 2023 to 54.53% in FY 2024, with a further increase to 54.93% in FY 2025.
The agriculture sector saw an acceleration, with growth increasing from 2.66% in FY 2024 to 4.63% in FY 2025.
However, its contribution to GVA declined marginally from 14.66% in FY 2024 to 14.41% in FY 2025. Overall, Gross
Value Added (GVA) growth moderated to 6.41% in FY 2025 from 8.56% in FY 2024
Annual & Monthly IIP Growth
Industrial sector performance as measured by IIP index exhibited moderation in FY 2025, recording a 4.02% y-o-y growth
against 5.92% increase in the previous year. The manufacturing index showed moderation and grew by 4.08% in FY
2025 against 5.54% in FY 2024. Mining sector index too moderated and exhibited a growth of 3.03% in FY 2025 against
7.51% in the previous years while the Electricity sector Index, also witnessed moderation of 5.19% in FY 2025 against
7.07% in the previous year.
Annual IIP Growth
Mining Manufacturing Electricity General
11.43%
%
% 8
4 1 5.92%
4 .2 5.24%
% 8 5 .1 -0.1 - .85%% 6 9 .0 1 % 7 7 .1 1 % 3 9 .7 % 3 8 .5 % 6 6 .4 % 8 8 .8 % 1 5 .7 % 4 5 .5 % 7 0 .7 % 3 0 .34.0 % 8 0 .42% % 9 1 .5
%
% 1
5 8 .7 % 7 5 5 .0 -
- .9
-
-8.45%
FY20 FY21 FY22 FY23 FY24 FY25
197Montly IIP Change on Y-O-Y Basis
5.2 6.3
5.2
4.9 5.0 5.0
3.7
3.7 3.9 4.3 4.1 4
3.2 2.7
2.6
1.9
1.5
0.0
Sector-wise Montly IIP Change on Y-O-Y Basis
Mining Manufacturing Electricity
13.7
10.2 10.3
6.8 6.6 8.6 3.87.9 4.00.5 4.42.0 5.5
4.4
2.76.2 4.42.4
3.6
4.7 0.5 1.7 3.2
3.7 3.7
6.6
4.1 3.1
4.2 5.1 3.5 4.7 1.2 0.2 0.9 1.9 3.7 5.8 1. 26 .8 1.2 3.1 6 3.8 4.8
-0.2 -0.1 -0.4
-1.2
-4.3 -4.7
-3.7
-7.2
-8.7
Source: Ministry of Statistics & Programme Implementation (MOSPI)
The IIP growth rate for the month of September 2025 is 4.0% which was 4.1% in the month of August 2025. The growth
rates of the three sectors, Mining, Manufacturing and Electricity for the month of May 2025 are (-)0.4%, 4.8% and 3.1%
respectively.
Annual and Quarterly: Investment & Consumption Scenario
Other major indicators such as Gross fixed capital formation (GFCF), a measure of investments, has shown fluctuation
during FY 2025 as it registered 7.06% year-on-year growth against 8.78% yearly growth in FY 2024, taking the GFCF
to GDP ratio measured to 33.69%.
Capital Investment Trend In India
32.45% 31.64% 31.17% 33.38% 33.64% 33.51% 33.69%
17.52%
11.20%
8.45% 8.78%
7.06%
1.15%
FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
-7.10%
GFCF (y-o-y change) Investment as % of GDP
198Source: Ministry of Statistics & Programme Implementation (MOSPI)
On quarterly basis, GFCF exhibited a fluctuating trend in quarterly growth over the previous year same quarter. In FY
2024, the growth rate moderated to 6.05% in March quarter against the previous two quarter as government went slow
on capital spending amidst the 2024 general election while it observed an improvement in Q1 FY 2025 by growing at
6.65% against 6.05% in the previous quarter and moderated in the subsequent two quarter. On yearly basis, the growth
rate remained lower compared to the same quarter in the previous year during FY 2025. The GFCF to GDP ratio measured
33.91% in Q4 FY 2025.
Private Consumption Scenario
199
6
3
6
4
.5
.1
22-1202-1Q
2
5
%
% 3
1
3
5
.4
.3
22-1202-2Q
3
0
%
%
3 1 .5 4 %
3 .6 0 %
22-1202-3Q
3 4 .4 3 %
6 .3 7 %
22-1202-4Q
3
1
4
6
.9
.0
32-2202-1Q
1
0
%
%
G
Q u
F C F (y
3 3 .5 8 %
6 .4 3 %
32-2202-2Q
a r t e r ly C
-o -y )
3 2 .1 1 %
6 .7 3 %
32-2202-3Q
a p it a l In v e s t m
3 4 .5 2 %3 4 .0 0 %
8 .4 4 %5
.5 8 %
432
2-
-32
22
002
2
- 14
QQ
e n
In
3 4
1 1
t T r e
v e stm
.3 1 %
.7 1 %
42-3202-2Q
n d in In d ia
e n t T o G D P R a
3 3 .2 8 %3 2 .0 6 %
9 .3 4 %
6 .0 5 %
4 42
2-
-3 32
20
02
2-
-3 4Q
Q
tio
3 4 .5 7 %
6 .6 5 %
52-4202-1Q
3 4 .6 6 %
6 .7 0 %
52-4202-2Q
3 1 .7 2 %
5 .2 3 %
52-4202-3Q
3 3 .9 1 %
9 .4 1 %
52-4202-4Q
Private Consumption Trend in India (PFCE Growth)
11.68%
7.47% 7.20%
5.17% 5.56%
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
-5.29%Sources: MOSPI
Private Final Expenditure (PFCE) a realistic proxy to gauge household spending, observed growth in FY 2025 as
compared to FY 2024. However, quarterly data indicated some improvement in the current fiscal as the growth rate
improved over the corresponding period in the last fiscal.
Inflation Scenario
The inflation rate based on India's Wholesale Price Index (WPI) exhibited significant fluctuations across different sectors
from September 2024 to September 2025. The annual rate of inflation based on All India Wholesale Price Index (WPI)
number is 0.13% (provisional) for the month of September 2025 (over September, 2024). Positive rate of inflation in
September 2025 is primarily due to increase in prices of manufacture of food products, other manufacturing, non-food
articles, other transport equipment and textiles etc.
By September 2025, Primary Articles (Weight 22.62%): - The index for this major group decreased by 1.05 % from
191.0 (provisional) for the month of August 2025 to 189.0 (provisional) in September 2025. Price of food articles (-
1.38%) and non-food articles (-1.06%) decreased in September 2025 as compared to August 2025. The price of minerals
(1.36%) and Crude Petroleum & Natural Gas (0.64%) increased in September, 2025 as compared to August, 2025.
Moreover, Fuel & Power (Weight 13.15%): - The index for this major group decreased by 0.14% from 143.6 (provisional)
for the month of August 2025 to 143.4 (provisional) in September 2025. The price of and mineral oils (-0.54%) and coal
(-0.15%) decreased in September 2025 as compared to August 2025. The price of electricity (1.20%) increased in
September 2025 as compared to August 2025.
Furthermore, Manufactured Products (Weight 64.23%): - The index for this major group increased by 0.21% from 144.9
(provisional) for the month of August 2025 to 145.2 (provisional) in September 2025. Out of the 22 NIC two-digit groups
for manufactured products, 10 groups witnessed an increase in prices, 6 groups witnessed a decrease in prices and 6
groups witnessed no change in prices. Some of the important groups that showed month-overmonth increase in prices
were other manufacturing; food products; electrical equipment; textiles and other non-metallic mineral products etc.
Some of the groups that witnessed a decrease in prices were manufacture of rubber and plastics products; motor vehicles,
trailers and semi-trailers; pharmaceuticals, medicinal chemical and botanical products; leather and related products and
printing and reproduction of recorded media etc. in September, 2025 as compared to August 2025.
200
1 8 .0
22-1202-1Q
5 %
1 3 .6
22-1202-2Q
5 %
1 1 .0
22-1202-3Q
Q
4 %
u a r
6 .2
22-1202-4Q
t
3
e
%
r ly
1
P r
9 .3
32-2202-1Q
iv
5
a
%
t e C
8 .9 8
32-2202-2Q
o
%
n s
2
u m
.4 1
32-2202-3Q
p
%
t io
2
n
.1
32-2202-4Q
T
4
r
%
e n
7
d in In
.4 1 %
42-3202
1Q
d
2
ia , P
.9 5 %
42-3202-2Q
F C
5
E
.6
42-3202-3Q
( Y
9 %
- o
6
- Y
.2
42-3202-4Q
G
3 %
r o
8
w
.2
52-4202-1Q
t h
8 %
)
6 .4
52-4202-2Q
1 %
8 .1
52-4202-3Q
5 %
5 .9
52-4202-4Q
5 %Source: MOSPI, Office of Economic Advisor
Retail inflation rate (as measured by the Consumer Price Index) in India showed notable fluctuations between September
2024 and September2025. Year-on-year inflation rate based on All India Consumer Price Index (CPI) for the month of
September 2025 over September 2024 is 1.54% (Provisional). There is decrease of 53 basis points in headline inflation
of September 2025 in comparison to August 2025. It is the lowest year-on-year inflation after June 2017. Rural Inflation:
A decrease in headline and food inflation in rural sector observed in September 2025. The headline inflation is 1.07%
(Provisional) in September 2025 while it was 1.69% in August 2025. While in Urban inflation A decrease from 2.47%
in August 2025 to 2.04% (Provisional) in September 2025 is observed in headline inflation of urban sector. The decline
in headline inflation and food inflation during the month of September 2025 is mainly attributed to favorable base effect
and to decline in inflation of Vegetables, Oil and fats, Fruits, Pulses and products, Cereal and products, Egg, Fuel and
light etc.
CPI measured above 6.00% tolerance limit of the central bank since July 2023. As part of its anti-inflationary stance, the
Reserve Bank of India (RBI) hiked the repo rate by 250 basis points between May 2022 and 8 February 2023, holding it
steady at 6.50% until January 2025. On 6 June 2025, the RBI reduced the repo rate by 50 basis points, bringing it to
5.50%, where it currently stands as per the October 2025 monetary policy review.
201
2
1
-1
-2
-3
-4
-5
-6
-7
-8
0
0
0
0
0
0
0
0
0
0
0
.0
.0
.0
.0
.0
.0
.0
.0
.0
.0
.0
0
0
0
0
0
0
0
0
0
0
0
%
%
%
%
%
%
%
%
%
%
%
1 .9
S e p
1 %
-2 4
2
O
.7 5 %
c t-2 4
2
N
.1 6 %
o v -2 4
O v e r a
2
D
ll W
M o
.5 7 %
e c -2 4
P I
n t h ly ( Y -o
2 .5 1 %
Ja n -2 5
F u e l &
Y ) C h
2 .4 5 %
F e b -2 5
P o w e r
a n g e in W
2 .2 5 %
M a r -2 5
P r im
P I , ( 2 0
0 .8 5 %
A p r -2 5
a ry A r tic
1 1 -1 2 )
0 .1 3 %
M a y -2 5
le M
-0 .1 3 %
Ju n -2 5
a n u fa c tu
-0 .5 8
Ju l-2
re d
%
5
0 .5 2 %
A u g -2 5
0 .1
S e p
3 %
-2 5
Y-o-Y Growth in Monthly Consumer Price Indices (2011-12 Series)
6.21% 5.48%
5.22%
5.49%
4.26%
3.61%
3.34%
3.16%
2.10% 2.07%
1.61% 1.54%
Rural Urban India
0.21%Repo Rate %
6.25
6.50
6.25
5.90 6.00
4.90 5.50
4.40 5.50
4.00
0 0 0 1 1 1 1 2 2 2 2 3 3 3 3 4 4 4 4 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
-r
p A
-lu
J
-tc
O
-n
a J
-r
p A
-lu
J
-tc
O
-n
a J
-r
p A
-lu
J
-tc
O
-n
a J
-r
p A
-lu
J
-tc
O
-n
a J
-r
p A
-lu
J
-tc
O
-n
a J
-r
p A
-lu
J
-tc
O
Sources: CMIE Economic Outlook
Growth Outlook
The Union Budget 2025-26 has laid the foundation for sustained growth by balancing demand stimulation, investment
promotion and inclusive development. Inflation level is reaching within the central bank's target; the RBI may pursue
further monetary easing that will support growth. The medium-term outlook is bright, fueled by the emphasis on physical
and digital infrastructure spending. With a focus on stimulating demand, driving investment and ensuring inclusive
development, the budget introduces measures such as tax relief, increased infrastructure spending and incentives for
manufacturing and clean energy. These initiatives aim to accelerate growth while maintaining fiscal discipline,
reinforcing India’s long-term economic resilience. The expansion of tax relief i.e zero tax liability for individuals earning
up to INR 12 lacs annually under the new tax regime is expected to strengthen household finances and, consequently,
boost consumption.
The external sector remains resilient, and key external vulnerability indicators continue to improve. However, tariff-
related uncertainty is likely to weigh on exports and investment, prompting us to cut our CY26 GDP growth forecast to
6.2%.
Ethanol Industry Scenario
Overview
Ethanol, scientifically referred to as ethyl alcohol, is a volatile, flammable, and colourless liquid primarily used as a
biofuel, industrial solvent, and in beverage production. It is represented by the chemical formula C₂H₅OH. Ethanol’s
physical properties make it highly adaptable: it has a boiling point of 78.37°C, is completely miscible with water, and
has a slightly sweet yet pungent odour in its undiluted form.
The production of ethanol from starch- or sugar-based crops is one of humanity’s earliest advancements in adding value
to agriculture-based processes. This practice dates to innovators like Henry Ford and Alexander Graham Bell, who
recognized the potential to convert plant sugars into clean-burning, renewable alcohol fuels. While the basic principle
remains the same, the ethanol industry has undergone substantial modernization. Today, ethanol refineries operate with
the sophistication of chemical refineries, producing not only ethanol but also a variety of renewable fuels and by-products.
Using advanced technology, these biorefineries transform grains, food waste, cellulosic biomass, and other feedstocks
into high-efficiency ethanol.
Currently, the ethanol industry primarily relies on the dry milling process, responsible for over 90% of grain-based
ethanol production, with the remainder generated through wet milling. The key distinction between these processes lies
in the initial treatment of the grain.
In the dry mill process, the entire grain kernel is ground into “meal,” which is then mixed with water to form a “mash.”
Enzymes are added to convert starches into sugars, and the mash is subsequently cooked, cooled, and fermented. During
fermentation, yeast converts the sugars into alcohol. The resulting “beer” is then separated from the “stillage,” and the
202ethanol undergoes distillation and dehydration. To render the ethanol, unfit for human consumption, it is blended with
about 2% of a denaturant, typically gasoline. The remaining stillage is processed through a centrifuge to isolate solids
from soluble, producing valuable co-products like distillers’ grains and corn distiller’s oil.
In the wet milling process, the grain is soaked and separated into its essential components. Following a steeping period,
the slurry is ground to extract the corn germ, and the fiber, gluten, and starch fractions are further segregated. The gluten,
rich in protein, is filtered, dried, and often utilized as animal feed. The starch is then fermented into ethanol through a
process like that used in dry milling.
The evolution of ethanol production methods underscores the industry’s dedication to efficiency and sustainability. Both
dry and wet milling techniques play pivotal roles, not only in producing ethanol but also in generating a range of co-
products that serve the agricultural and animal feed sectors. As ethanol continues to support global renewable energy
goals, these production methods enable an ongoing balance of environmental stewardship and industrial productivity.
Types of Ethanol (Based on Purity Level)
• Fuel-Grade Ethanol (95-99% Purity)
o Description: Fuel-grade ethanol typically possesses a purity level between 95-99%, formulated specifically for
blending with gasoline to create biofuels. This form is most used in the automotive industry as an oxygenate to
reduce emissions.
o Production Process: Produced from feedstocks like sugarcane molasses or corn, fuel-grade ethanol undergoes a
series of fermentation and distillation processes. The distillation removes impurities, making it suitable for
blending with petrol.
o Regulatory Standards: In India, fuel-grade ethanol must meet the standards set by the Bureau of Indian Standards
(BIS) to ensure compatibility with the transportation sector's ethanol-blending requirements.
• Industrial-Grade Ethanol (95% Purity):
o Description: Industrial-grade ethanol, often known as rectified spirit, has a purity level of around 95% and is
used in a wide array of industries such as chemicals, paints, and solvents.
o Applications: This type of ethanol is used extensively in manufacturing products like varnishes, lacquers,
adhesives, and certain household cleaning agents. Its role as a solvent is particularly valuable in these sectors.
o Production Process: This grade is produced through distillation, and since it is not intended for consumption, it
can be produced with fewer regulatory constraints than beverage-grade ethanol.
• Absolute Ethanol (99-100% Purity):
o Description: Absolute ethanol is ethanol in its purest form, containing virtually no water. Due to its high purity,
it is suitable for applications that demand a high level of chemical reactivity and solvent power.
o Applications: Widely used in the pharmaceutical, electronics, and laboratory sectors, absolute ethanol’s non-
hydrous nature makes it ideal for applications requiring stability and accuracy. It is also utilized in the production
of paints, inks, and as a reagent in chemical research.
o Production Process: Absolute ethanol is produced through azeotropic distillation or other advanced dehydration
techniques to achieve near-complete purity.
• Denatured Ethanol:
o Description: Denatured ethanol is ethanol mixed with certain chemicals that render it unfit for consumption. The
additives used for denaturation make it toxic or bitter-tasting, but it remains useful in industrial applications.
o Applications: Commonly found in cleaning products, fuel additives, and as a solvent in industrial settings,
denatured ethanol provides a cost-effective solution for industries that do not require consumable-grade ethanol.
203o Production Process: Denatured ethanol is produced by adding substances like methanol or benzene, which do not
alter its functional properties but make it non-consumable. This allows it to bypass certain taxes and restrictions
on beverage-grade alcohol.
• Beverage-Grade Ethanol (Extra Neutral Alcohol - ENA):
o Description: Beverage-grade ethanol, also known as Extra Neutral Alcohol (ENA), is produced with high purity
and stringent quality controls, making it safe for human consumption.
o Applications: Primarily used in the alcoholic beverage industry, beverage-grade ethanol is also found in certain
pharmaceutical applications as a solvent for medicinal syrups and tinctures.
o Production Process: Obtained from molasses or grains, ENA goes through multiple rounds of distillation to
eliminate impurities, ensuring it meets the standards for human consumption.
End-Use Applications
• Automotive Fuel (Ethanol Blending in Petrol):
o Description: Ethanol is used extensively in the automotive sector as a biofuel, typically blended with petrol to
produce ethanol-blended gasoline. Oil Marketing Companies (“OMCs”) use ethanol primarily for blending with
petrol under the Government of India’s Ethanol Blended Petrol (EBP) Programme to reduce crude oil imports
and carbon emissions, which aims to achieve a 20% ethanol blending target by 2025.
o Advantages: Blending ethanol with gasoline reduces dependency on fossil fuels, enhances energy security, and
contributes to a reduction in carbon emissions.
o Application: Ethanol-blended petrol, ranging from E5 (5% ethanol) to E20 (20% ethanol), is increasingly being
adopted in India’s transportation sector as a cleaner alternative to conventional fuels.
• Pharmaceuticals and Healthcare:
o Medicinal Solvent: Ethanol serves as a solvent for a wide variety of pharmaceutical formulations, enabling the
effective mixing of compounds in liquid medicines.
o Disinfectants and Sanitizers: With its germicidal properties, ethanol is a primary component in disinfectants and
hand sanitizers. The demand for ethanol skyrocketed during the COVID-19 pandemic as it became essential in
personal and hospital-grade sanitation products.
• Cosmetics and Personal Care:
o Solvent in Personal Care Products: Ethanol is used as a solvent in cosmetic and personal care products such as
perfumes, lotions, hair sprays, and deodorants. It serves as a quick-drying agent and helps other ingredients blend
evenly.
o Antimicrobial Properties: Due to its ability to inhibit microbial growth, ethanol is used in products like
mouthwashes and facial astringents, where both sanitation and evaporation rate are critical.
• Chemical Industry:
o Intermediate for Chemical Synthesis: Ethanol is a versatile intermediate in producing several chemical
derivatives such as ethyl acetate, butanol, and acetaldehyde, used in manufacturing resins, coatings, and
adhesives.
o Solvent in Industrial Processes: Its ability to dissolve a wide range of substances makes ethanol an essential
solvent in the production of paints, varnishes, and inks, where consistency and volatility are critical.
• Beverage Alcohol:
204o Potable Alcohol Production: In regulated environments, beverage-grade ethanol is used to produce alcoholic
beverages such as spirits, wines, and liquors. This segment is highly regulated in India, requiring producers to
adhere to strict excise laws and standards.
o Medicinal Applications: Beverage-grade ethanol is also used in some medicinal tinctures and syrups, where its
purity and flavor profile are required for consumption.
Key Raw Materials
• Sugarcane Molasses:
o Source and Availability: Molasses is a byproduct of sugar production and is the primary feedstock for ethanol
production in India, especially in sugarcane-rich states like Maharashtra and Uttar Pradesh.
o Advantages: Using molasses aligns with government policies to promote ethanol from non-food crops,
supporting both the ethanol industry and the sugar industry by generating additional value from a byproduct.
• Grains (Corn, Broken Rice, Sorghum):
o Source and Availability: Grains like corn and broken rice serve as alternative raw materials, especially when
molasses supply is limited or as part of efforts to diversify ethanol sources.
o Advantages: Diversifying to grain-based ethanol production provides additional demand for these crops,
supporting farmers and reducing over-dependency on sugarcane.
• Cellulosic Biomass:
o Source and Availability: Agricultural residues, forestry waste, and municipal waste are emerging sources of
cellulosic biomass for ethanol production.
o Advantages: Cellulosic ethanol production addresses environmental concerns by recycling waste into a valuable
fuel source, and it supports a circular economy by reducing crop residue burning and landfill waste.
The diverse product profile of ethanol reflects the evolving landscape of this industry in India. With a combination of
fuel-grade, industrial, absolute, denatured, and beverage-grade ethanol, producers are equipped to meet the increasing
demand across various sectors, while key raw materials like molasses, grains, and biomass provide flexibility in
production inputs.
Manufacturing Process
Grains Receiving and StorageGrains such as maize are received at the plant, weighed, sampled, and stored in silos or
warehouses under controlled conditions to maintain quality and prevent contamination.
Grains Handling and Milling
Stored grains are conveyed to milling units where they are ground into fine flour to increase surface area and facilitate
efficient starch conversion.
Slurry Preparation
The milled grain flour is mixed with water to form a uniform slurry suitable for enzymatic treatment.
Liquefaction & Saccharification
The slurry is heated and treated with enzymes to break down starch into dextrins (liquefaction) and further convert them
into fermentable sugars such as glucose (saccharification).
Fermentation
205Yeast is added to the sugar-rich mash, converting sugars into ethanol and carbon dioxide over a controlled fermentation
period.
Multi-pressure Distillation
Fermented mash is distilled in a multi-pressure, two-column system to separate ethanol from water and other impurities,
producing rectified spirit.
Multi-effect Evaporation
Spent wash from distillation is concentrated using multi-effect evaporators to reduce volume and recover water,
improving energy efficiency.
Decantation
Solid and liquid fractions from the concentrated spent wash are separated to facilitate downstream processing and
recovery of co-products.
DWGS Dryer
The solid fraction is dried to produce DWGS/DDGS (Distillers Wet/Dried Grains with Solubles), which is sold as a
nutrient-rich animal feed and widely used as a high-protein animal feed for cattle, poultry, and aquaculture and also used
as organic soil conditioner and nutrient supplement, contributing organic matter and nutrients that improve soil health
and crop productivity.
Ethanol Storage
Finished ethanol is transferred to designated storage tanks, tested for quality, and stored safely prior to dispatch.
Domestic Market Scenario:
Production Capacity of Ethanol:
India’s ethanol production ecosystem has undergone a rapid scale-up over the past few years, driven by the accelerated
Ethanol Blended Petrol (EBP) programme, advancing E20 blending timelines from targeted year 2030 to Ethanol Supply
Year (“ESY”) 2025-26, and strong policy backing for domestic biofuel capacity creation. Building on this milestone,
policy focus has now shifted towards higher blending levels alongside continued support for domestic biofuel capacity
expansion. This transition has moved the sector from incremental capacity additions to large-scale, integrated ethanol
production, enabling year-round availability from diversified feedstocks. These developments are strengthening India’s
energy security, reducing import dependence, and enhancing value creation across the agricultural supply chain.
Current and Historical Growth in India's Ethanol Production Capacity (Cr. Litre)
1,900
1,683
1,351
947
777
ESY 2020-21 ESY 2021-22 ESY 2022-23 ESY 2023-24 ESY 2024-25
206Source: Ministry of Consumer Affairs, Food and Public Distribution, PIB Government, NITI Ayog,
ESY is Ethanol Supply Years (November to October)
Ethanol production capacity increased sharply from 777 crore litres in ESY 2020-21 to 1,900 crore litres in ESY 2024-
25, registering a robust CAGR of 25.0% over the period. The most significant step-up occurred between ESY 2021-22
and ESY 2022-23, when capacity jumped from 947 to 1,351 crore litres, reflecting commissioning of new distilleries
and brownfield expansions under interest subvention schemes. Continued additions in subsequent years pushed capacity
close to the 2,000-crore-litre mark, positioning India comfortably to meet near-term blending requirements while creating
headroom for future demand growth from transportation and emerging biofuel applications.
Concentration of Production Capacity: Distribution of Distilleries in India:
India has witnessed a steady expansion in its ethanol production infrastructure over the last few Ethanol Supply Years,
reflecting sustained capacity build-out to support the Ethanol Blended Petrol (EBP) Programme. The total number of
distilleries increased from around 350 units in ESY 2020–21 to nearly 500 units by ESY 2024–25, indicating
accelerated commissioning of both greenfield and expanded facilities. This growth trajectory highlights the sector’s
ability to scale rapidly within a short timeframe, supported by improved financing access, faster project execution, and
growing alignment between distillery capacity and OMC offtake requirements.
Current and Historical Growth in Total Number of Distilleries in India
489 499
453
373
352
ESY 2020-21 ESY 2021-22 ESY 2022-23 ESY 2023-24 ESY 2024-25
Source: Ministry of Consumer Affairs, Food and Public Distribution, PIB Government, NITI Ayog, Digital Sansad
A critical catalyst behind this expansion was the ethanol interest subvention schemes rolled out between July 2018
and April 2022, which reduced the cost of capital for new and expanded distillery projects. By offering interest support
of 6% per annum or 50% of the lending rate (whichever is lower) for up to five years, including a moratorium period,
the policy framework significantly improved project economics and encouraged faster capacity additions across multiple
feedstock pathways. As a result, distillery growth during this period was both rapid and structurally anchored rather than
cyclical.
➢ State-wise Distribution and Capacity Concentration:
Despite the increase in the total number of distilleries, ethanol production capacity remains geographically
concentrated, with a handful of states accounting for a disproportionately large share of facilities. As of ESY 2024–25,
the top five states contribute close to 70% of total distilleries, reflecting the presence of established production
ecosystems, stronger infrastructure linkages, and smoother integration with ethanol procurement mechanisms. These
states benefit from operational scale, proximity to blending depots, and higher utilisation of installed assets.
207State-wise Contribution of Distilleries in India (ESY 2024-25)
Maharashtra
157, 168, Uttar Pradesh
31% 34%
Karnataka
Punjab
Haryana
23, 27, All Other States (20
78,
5% 5% 46, 16% States/UTs)
9%
Source: Ministry of Consumer Affairs, Food and Public Distribution, PIB Government, NITI Ayog, Digital Sansad
At the same time, incremental additions in other states point to a gradual widening of the production base, reducing
long-term dependence on a limited set of regions. While concentration continues to support near-term supply efficiency
and blending stability, broader geographic dispersion of distilleries is expected to enhance resilience against localised
disruptions and support sustained ethanol availability as blending levels approach saturation.
Ethanol Production by Source/Raw Material:
India’s ethanol production mix in ESY 2024–25 highlights a clear structural shift toward grain-based feedstocks, with
maize emerging as the single largest source. Maize now accounts for 45.7% of total allocations (868 crore litres),
reflecting its scalability, predictable availability, and suitability for large, continuously operated grain-based distilleries.
The growing role of FCI rice (22.3%, ~423 crore litres) further reinforces this transition, signalling a deliberate policy
and industry move toward diversified, non-sugar feedstocks that support year-round production and smoother logistics
compared to seasonal sugar-based routes.
Ethanol Production by Source (ESY 2024-25) (Crore Litres & %)
1.16%
4.54%,
Maize
10.54%,
FCI Rice
45.68%, Sugarcane Juice (SCJ)
15.82%,
B-Heavy Molasses (BHM)
Damaged Food Grains (DFG)
C-Heavy Molasses (CHM)
22.25%,
Source: Ministry of Consumer Affairs, Food and Public Distribution, PIB Government, NITI Ayog, News Articles,
Secondary Research
*Note: Volumes are estimated by applying feedstock-wise allocation percentages to the total ethanol production capacity of 1,900
crore litres in ESY 2024–25. The percentage shares are based on the first procurement cycle/tender issued by Oil Marketing
Companies (OMCs) for ethanol sourcing from distilleries, which provides an early indication of feedstock-wise allocation trends.
208These estimates may undergo marginal revisions in line with subsequent allocation announcements by the Government of India, though
no material deviation is expected.
From a quantitative and structural standpoint, grain-based ethanol (maize + FCI rice) together contributes ~1,291 crore
litres which is nearly 68% of total capacity, decisively exceeding sugar-linked pathways. Sugarcane-based routes—
including sugarcane juice, B-heavy molasses, and C-heavy molasses—together account for about 27.5% (~523 crore
litres), indicating a calibrated approach that balances ethanol production with sugar sector economics rather than
aggressive diversion. The 4.5% share from damaged food grains (~86 crore litres), though smaller, strengthens
feedstock resilience by absorbing surplus and sub-grade produce. Overall, this diversified feedstock structure enhances
operational flexibility, improves capacity utilisation across regions, and reduces exposure to crop-specific volatility,
positioning India’s ethanol supply chain as more stable, resource-efficient, and structurally resilient for sustained scale-
up.
Market Demand Growth
Ethanol Procurement Scenario in India
India’s ethanol blending programme has entered a scale-up phase characterised by steady increases in procurement
volumes and progressive improvement in blending performance, since ESY 2020–21. This period reflects enhanced
execution depth across procurement, storage, and offtake systems, allowing ethanol to be absorbed consistently into the
national fuel pool across multiple supply years.
Current and Historical Growth in Ethanol Procurement in India (Cr Litre)
1048.4
707.4
508.5
433.6
302.3
ESY 2020-21 ESY 2021-22 ESY 2022-23 ESY 2023-24 ESY 2024-25
Source: Ministry of Consumer Affairs, Food and Public Distribution, PIB Government, NITI Ayog, Digital Sansad
Between ESY 2020–21 and ESY 2024–25, ethanol procurement expanded from 302.3 crore litres to 1,048.4 crore
litres, registering a strong CAGR of 36.5% over the period. The sustained rise in blending percentages across successive
years indicates improved alignment between ethanol availability and petrol distribution, with higher procurement
translating into effective on-ground blending. The acceleration observed in the last two supply years points to a
structurally higher operating scale for the programme, supporting continued expansion in ethanol demand in the medium
term.
Ex-Mill Ethanol Prices by Feedstock – ESY 2022–23 to ESY 2024–25:
Ex-Mill Price (INR/litre)
Feedstock
ESY 2022–23 ESY 2023–24 ESY 2024–25
Sugarcane juice/sugar/sugar syrup 65.61 65.61 65.61
B-Heavy Molasses 60.73 60.73 60.73
C-Heavy Molasses 56.28 56.28 57.97
Damaged Food Grains 64.00 64.00 64.00
209Ex-Mill Price (INR/litre)
Feedstock
ESY 2022–23 ESY 2023–24 ESY 2024–25
71.86 (Incentive of 71.86 (Incentive of 71.86* (Incentive of
Maize
INR 5.9) INR 5.9) INR 5.9)
Surplus rice from FCI 58.50 58.50 58.50
Source: Ministry of Petroleum & Natural Gas (MoPNG)
The ex-mill ethanol pricing framework from ESY 2022–23 to ESY 2024–25 reflects a stable, differentiated, and
feedstock-sensitive policy approach aimed at ensuring supply reliability while maintaining cost discipline. Prices for
sugarcane juice, sugar, and sugar syrup have remained unchanged at INR 65.61/litre, indicating policy continuity and
sustained commercial attractiveness in cane-surplus regions. Within molasses-based routes, B-Heavy Molasses pricing
has been held steady at INR 60.73/litre, while C-Heavy Molasses saw a selective increase to INR 57.97/litre in ESY
2024–25, supporting improved utilisation of lower-value by-products.
Grain-based ethanol continues to receive the highest price support, reflecting its scalability and ability to deliver
consistent incremental volumes. Ethanol from maize is priced at INR 71.86/litre (with an incentive of INR 5.9/litre)
across the period, while damaged food grains and surplus rice from FCI are priced at INR 64.00/litre and INR 58.50/litre
respectively, enhancing system flexibility without compromising food security. Overall, the pricing mechanism
encourages a balanced feedstock mix, aligns producer incentives with blending targets, and reduces reliance on any single
raw material.
Ethanol Procurement Pattern: Procurement by Source/Raw Material:
The source-wise ethanol procurement pattern across ESY 2022–23 to ESY 2024–25 reflects a clear structural transition
toward a diversified and grain-led sourcing mix. While ESY 2022–23 remained largely dependent on sugar-based
feedstocks, particularly B-heavy molasses (46.47%), subsequent years demonstrate a progressive shift toward grain-
based ethanol, supported by policy incentives and capacity additions.
Ethanol Allocation by Feedstock
ESY 2024–
ESY 2022–23 Volume ESY 2023–24 Volume Volume
Feedstock 25 Share
Share (%) (Cr L) Share (%) (Cr L) (Cr L)
(%)
Maize 6.22% 31.6 42.60% 301.3 45.68% 478.9
FCI Rice 14.55% 74.0 0.02% 0.1 22.25% 233.3
Sugarcane Juice /
25.36% 128.9 9.50% 67.2 15.82% 165.9
Syrup
B-Heavy Molasses 46.47% 236.3 22.13% 156.5 10.54% 110.5
Damaged Food
6.30% 32.0 17.19% 121.6 4.54% 47.6
Grains (DFG)
C-Heavy Molasses 1.11% 5.7 8.56% 60.5 1.16% 12.2
Total 100% 508.5 100% 707.2 100% 1,048.4
ESY 2024–
ESY 2022–23 ESY 2023–24 Volume Volume
Feedstock Volume (Cr L) 25 Share
Share (%) Share (%) (Cr L) (Cr L)
(%)
Maize 6.22% 31.6 42.60% 301.3 45.68% 478.9
FCI Rice 14.55% 74.0 0.02% 0.1 22.25% 233.3
Sugarcane Juice /
25.36% 128.9 9.50% 67.2 15.82% 165.9
Syrup
B-Heavy Molasses 46.47% 236.3 22.13% 156.5 10.54% 110.5
Damaged Food
6.30% 32.0 17.19% 121.6 4.54% 47.6
Grains (DFG)
C-Heavy Molasses 1.11% 5.7 8.56% 60.5 1.16% 12.2
Total 100% 508.5 100% 707.2 100% 1,048.4
Source: Digital Sansad, NITI Ayog, News Article, Secondary Research
210In ESY 2023–24, maize emerged as a dominant contributor, accounting for approximately 42.6% of total procurement,
marking a significant shift from earlier molasses-driven sourcing. This trend further strengthens in ESY 2024–25, where
maize contributes 478.9 crore litres (~45.68%), reinforcing its central role in meeting incremental ethanol demand.
Additionally, FCI rice contributes 233.3 crore litres (~22.25%), resulting in grain-based feedstock collectively accounting
for a substantial majority of total procurement.
On the sugar-based side, the contribution of B-heavy molasses has declined sharply from 46.47% in ESY 2022–23 to
10.54% in ESY 2024–25, while sugarcane juice/syrup continues to maintain a stable role, contributing 165.9 crore litres
(~15.82%) in ESY 2024–25. The share of C-heavy molasses remains marginal across the period, declining to ~1.16% in
ESY 2024–25, indicating reduced reliance on lower-yield ethanol pathways.
Damaged food grains (DFG) have also played a notable role, particularly in ESY 2023–24 where they accounted for
~17.19% of procurement, before moderating to ~4.54% in ESY 2024–25. Overall, the evolving procurement mix
demonstrates strong alignment between policy direction and execution, with grain-based sources anchoring supply
reliability, while sugar-based feedstocks continue to provide supplementary flexibility.
The transition toward a balanced and diversified feedstock base reduces dependence on sugar cycles, enhances supply
resilience, and supports the sustained scaling of ethanol blending targets in India.
Demand Landscape: Analysis of Key Growth Drivers
Demand from Traditional Segment: Alcoholic Beverage Industry
The alcoholic beverage industry represents the legacy and structurally stable demand base for ethanol in India,
primarily through its use as a feedstock for potable alcohol production. Despite the rapid rise of fuel ethanol under the
EBP programme, potable alcohol continues to account for a meaningful share of ethanol consumption, supported by
India’s large population base and gradually rising per-capita alcohol intake. Alcohol consumption stood at 4.9 litres per
capita, with male consumption at 8.1 litres per capita, and is projected to increase to 5 litres by 2025 and 6 litres by
2030, indicating steady underlying demand growth.
Export performance further reinforces this demand pillar. Indian alcoholic beverage exports increased in value from USD
201 million in FY 2020 to USD 375.09 million in FY 2024, with export volumes peaking at approximately 262.78
thousand metric tons before moderating to around 221.8 thousand metric tons, indicating a shift toward premiumisation
and higher-margin product categories such as whisky, rum, and emerging craft spirits. Key destinations, including the
United Arab Emirates, Singapore, Tanzania, Angola, and Ghana, highlight India’s expanding and diversified global
footprint. Looking ahead, export momentum remains strong, with FY 2025 projections and early indicators suggesting
that export values exceeded USD 450 million, reflecting improved brand equity, quality upgrades, and deeper
international market penetration, collectively supporting stronger distillery economics, higher capacity utilisation, and
sustained baseline demand for ethanol.
While growth in the alcoholic beverage segment is more moderate compared to fuel ethanol, it remains a high-margin,
non-discretionary outlet for ethanol, offering demand stability and diversification. This segment also supports regional
distillery clusters and provides a steady offtake cushion during periods of policy-driven volatility in fuel blending, making
it an important component of India’s overall ethanol demand landscape.
Demand from Transportation Sector: Gasoline Blending Scenario in India
The transportation sector has emerged as the dominant demand driver for ethanol in India, anchored by the
Government of India’s Ethanol Blended Petrol (EBP) Programme. While the National Policy on Biofuels (2018)
originally targeted 20% ethanol blending (E20) by 2030, rapid scale-up in ethanol production capacity and supply
prompted the government to advance the target to 2025–26, which was also achieved in current ESY. This
acceleration reflects strong policy confidence, improved feedstock diversification (sugarcane and grains), and the
establishment of assured offtake mechanisms through Oil Marketing Companies (OMCs).
Beyond energy security and import substitution, emission reduction benefits have been a critical enabler of policy
momentum. Studies conducted under E10 and E20 pilot programmes show that ethanol blending significantly reduces
regulated vehicular emissions. Carbon monoxide (CO) emissions decline by up to 50% in two-wheelers and 30% in
four-wheelers with E20 fuel, while hydrocarbon (HC) emissions are around 20% lower compared to neat gasoline
across vehicle categories. Oxides of nitrogen (NOx) emissions show no consistent adverse trend, varying by engine
type and operating conditions. Although certain unregulated emissions such as acetaldehydes are marginally higher with
211ethanol blends, their absolute levels remain negligible relative to regulated emissions, reinforcing the overall
environmental benefit.
With nationwide rollout of E20-compliant vehicles and fuel availability from 2025 onwards, ethanol blending is
transitioning from a policy initiative to a structural feature of India’s transportation fuel mix. This creates a high-
visibility, long-term demand anchor for ethanol, underpinned not only by energy policy but also by emission control
objectives, making the transportation sector the most stable and scalable demand pillar in India’s ethanol ecosystem.
Blending Rate: Status & Progress in India
India’s ethanol blending programme has progressed faster than originally envisaged. The initial target of achieving
20% ethanol blending (E20) by 2030 was advanced to FY 2026, and this level has already been achieved in the
current Ethanol Supply Year (ESY). This early achievement reflects the success of coordinated policy execution across
fuel supply, vehicle readiness, and ethanol production expansion, firmly embedding ethanol blending within India’s
transport fuel framework.
Progression of Ethanol Blending Levels in India:
Timeline Blending Level Achieved
June 2022 10.00%
ESY 2022–23 12.06%
ESY 2023–24 14.60%
ESY 2024–25 17.98%
July 2025 19.05%
Key elements underpinning this progress include:
• Rapid scale-up of domestic ethanol capacity, enabling sustained supply at higher blending levels.
• Nationwide transition from E10 to E20 fuels, supported by phased rollout and infrastructure alignment.
• Introduction of E20-compliant vehicles, ensuring compatibility and consumer acceptance.
• Feedstock diversification, including increased use of grains and water-efficient crops, improving supply resilience.
• Technology push toward non-food feedstocks, supporting long-term sustainability.
With E20 now operational, ethanol blending has moved from a transitional phase to a structural demand anchor. Future
ethanol demand growth will be driven less by higher blending ratios and more by fuel demand expansion, vehicle
penetration, and operational optimisation, providing long-term stability and visibility for India’s ethanol value chain.
Ethanol Procurement Pattern by Oil Marketing Companies (OMCs)
Oil Marketing Companies (OMCs) are the primary demand anchor for ethanol in India, procuring fuel ethanol
through annual tenders under the Ethanol Blended Petrol (EBP) Programme. The procurement framework is
characterised by administered pricing, assured offtake, and predefined volumes, providing strong demand visibility
and reducing market risk for ethanol producers. This structure has been instrumental in enabling large-scale investments
in distillation capacity and integrating ethanol as a permanent component of petrol supply.
With E20 blending now operational, OMC procurement has transitioned from rapid volume expansion to a stable,
high-baseline demand phase. Procurement is diversified across sugarcane- and grain-based ethanol, improving supply
reliability and feedstock flexibility. Going forward, procurement dynamics are expected to focus on operational efficiency
and supply optimisation rather than incremental blending increases, reinforcing OMCs’ role as long-term, low-risk buyers
in India’s ethanol value chain.
212Emerging Demand: Increasing Popularity of Biofuels
India has rapidly emerged as a major biofuel producer and consumer, with its biofuel use expanding strongly under
coordinated policy support. Between 2018 and 2023, India’s ethanol production and consumption nearly tripled, making
it the world’s third-largest ethanol producer and user among global markets. This growth is part of broader
momentum in biofuel demand, where total global biofuel consumption is expected to rise by about 23% to 200 billion
litres by 2028, with significant contributions from ethanol in India alongside biodiesel and biojet fuels.
Looking forward, India’s biofuel demand shows substantial upside in both scale and diversity. Over the next five
years, biofuel demand in markets like India is projected to expand by approximately 38 billion litres — nearly a 30%
increase over the previous five-year period — driven by ongoing commitments to higher blending mandates and new
fuel categories. Ethanol and biodiesel use are expected to grow the most, as India continues to expand beyond traditional
ethanol blending into biodiesel and sustainable aviation fuel segments.
This rising popularity is supported by a strong policy landscape that has enabled robust uptake of biofuels in the transport
sector and beyond. India’s achievements in ethanol blending and ongoing targets for biodiesel (5% by 2030) and
indicative biojet blending (1% by 2027 and 2% by 2028) reflect a broadening biofuel demand base. With incentives,
technical standards, feedstock diversification, and initiatives like the Global Biofuels Alliance enhancing market access
and international cooperation, biofuel demand in India is transitioning from a niche policy initiative to a mainstream
and multi-modal contributor to energy security and emissions reduction.
Export Demand Landscape
Annual Export Volume & Historical Trend Analysis
The export market for high-strength ethyl alcohol has exhibited a volatile trend over the last five fiscal years, reflecting
shifting domestic policy priorities, fluctuating international demand, and supply-side adjustments. While the product has
historically maintained relevance in global pharmaceutical, industrial, and beverage applications, export volumes have
not followed a linear growth path. Instead, the market shows alternating phases of contraction and recovery, indicating
sensitivity to regulatory controls, domestic consumption requirements, and global trade dynamics.
Export Market Trend of Ethanol (in Cr Ltr)
15.14
12.97
11.64
8.74
7.01
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
Source: Directorate General of Foreign Trade (DGFT)
Exports stood at 15.14 crore litres in FY 2021, marking a strong base year supported by steady overseas demand and
adequate domestic availability. However, exports declined sharply to 8.74 crore litres in FY 2022, indicating a
significant contraction driven by tighter domestic allocation, rising internal demand from fuel blending and sanitization
applications, and possible export restrictions to ensure local supply. The market witnessed a partial recovery in FY
2023, with export volumes rising to 11.64 crore litres, reflecting normalization of supply chains and gradual easing of
trade constraints. This recovery continued into FY 2024, when exports increased further to 12.97 crore litres, supported
by improved production capacity, stronger demand from overseas pharmaceutical and industrial users, and better
alignment between domestic and export allocations.
Despite this recovery trend, FY 2025 recorded a sharp decline to 7.0 crore litres, the lowest level in the observed
period. This contraction highlights renewed pressure on export availability, largely driven by policy prioritization of
domestic consumption particularly for ethanol blending programs alongside price volatility and shifts in international
213sourcing strategies. Overall, while global demand for high-strength ethyl alcohol remains structurally intact, India’s
export performance is increasingly shaped by domestic policy decisions and internal demand dynamics, rendering the
trade outlook cyclical rather than purely demand-driven.
Top 5 Export Markets & Growth in Exports to these Markets
In FY 2025, exports of high-strength ethyl alcohol were geographically diversified, with shipments spread across
multiple emerging markets rather than concentrated in a single destination. The Rest of the World segment accounted
for the largest share at 39%, reflecting fragmented demand across several smaller importing countries. Among individual
markets, African nations dominated the export mix, underscoring their reliance on imports to meet pharmaceutical,
industrial, and potable alcohol requirements amid limited domestic production capacity. Overall export volumes,
however, remained constrained, indicating that trade flows were largely shaped by domestic supply prioritization and
policy-driven allocation.
Top 5 Export Partner of Ethonal in FY 2025
15%
Tanzania
Democratic Republic of the Congo
39%
14% Kenya
Angola
Iraq
14% Rest of the World
7%
11%
Source: Directorate General of Foreign Trade (DGFT)
➢ Tanzania – 10.36 crore litres (15%):
Tanzania emerged as the largest individual export market, supported by steady demand from the beverage processing
and industrial alcohol segments. Limited local distillation capacity and reliance on imports for pharmaceutical and
industrial applications have sustained its import requirements. Stable trade relationships and proximity to Indian export
routes further support Tanzania’s position as a key destination.
➢ Democratic Republic of the Congo – 10.09 crore litres (14%)
Exports to the Democratic Republic of the Congo were driven by structural supply gaps and growing demand from
healthcare, industrial, and informal beverage sectors. The country’s underdeveloped domestic production infrastructure
necessitates consistent imports. Demand is largely opportunistic and volume-driven, making it sensitive to price and
availability.
➢ Kenya – 9.64 crore litres (14%):
Kenya remains a significant market due to its established pharmaceutical manufacturing base and regulated alcoholic
beverage industry. Imports are supported by predictable demand from industrial and healthcare applications. However,
volumes are moderated by Kenya’s partial domestic production and regulatory oversight on alcohol imports.
➢ Angola – 7.90 crore litres (11%):
Angola’s imports are primarily linked to industrial usage and beverage manufacturing, supported by limited local
production capacity. Demand is influenced by infrastructure development and recovery in industrial activity. Import
volumes tend to fluctuate based on fiscal conditions and availability of foreign exchange.
214➢ Iraq – 4.59 crore litres (7%):
Exports to Iraq were comparatively lower, reflecting selective demand from pharmaceutical and industrial users amid
regulatory and geopolitical constraints. Imports are largely project-based and dependent on availability rather than
sustained long-term contracts, resulting in lower and more volatile volumes.
➢ Rest of the World – 27.47 crore litres (39%)
Exports to the Rest of the World segment reflect diversified shipments across multiple small and mid-sized markets,
primarily in Africa, Asia, and select island economies. Demand from these markets is largely opportunistic and price-
sensitive, driven by gaps in domestic production and short-term procurement needs. The large share also indicates
flexibility among exporters to redirect volumes across destinations based on availability and regulatory permissions.
Overall, the export profile in FY 2025 reflects a diversified but volume-constrained trade environment, with shipments
largely directed toward emerging African and select Middle Eastern markets that rely on imports to bridge domestic
supply gaps. While demand across these markets remains structurally intact, export volumes are increasingly shaped by
domestic availability, policy priorities, and supply allocation, rather than external demand alone. Consequently, the
export outlook is expected to remain opportunistic and cyclical, with growth dependent on surplus production and
regulatory flexibility rather than sustained expansion in any single destination.
Regulatory landscape
Key Rules & Regulations Governing the Ethanol Industry in India
India’s ethanol industry is driven by a dedicated blending programme, a national biofuel policy and administered pricing,
layered over generic environmental, excise and industrial regulations. These measures jointly shape capacity creation,
feedstock choice and the shift from sugar-based to grain-based ethanol.
Key institutions and their roles:
Key Insititutions Ministry of Petroleum & Natural Gas (MoPNG) – Nodal ministry for EBP; chairs
and Their Role the National Biofuel Coordination Committee (NBCC), sets blending timelines and
coordinatesOMCprocurement.
Department of Food & Public Distribution (DFPD) – Designs interest-subvention
schemes for distillery capacity, especially for sugar-mill based ethanol, and allocates
feedstockdiversionfromsugar.
Ministry of Consumer Affairs / Agriculture – Influences cane FRP/MSP, grain MSP
andstock-releasedecisionsthatdetermineeconomicavailability offeedstocks.
NITIAayog–Providesstrategicroadmap(EthanolBlendinginIndia2020-25)andannual
production-supplytrajectories,integratingenergy,agricultureandindustryperspectives.
National Biofuel Coordination Committee (NBCC) – Inter-ministerial body under
MoPNG that can modify implementation aspects of the National Biofuel Policy and
coordinatefeedstock,pricingandlogistics decisions.
215Policy Initiatives
National Policy on Biofuels (2018,
Ethanol Blending Policy / Roadmap
amended 2022 & 2024)
The EBP started with 5% blending (E5) Classifies1G ethanol(from sugarcane,
and was scaled to E10 and now grains, etc.) andadvanced biofuels(2G
achieved E20 in earlier FY 2026, with ethanol from agri-residues, MSW, etc.),
an indicative requirement of ~1,350 with viability-gap funding, tax incentives
crore litres per year of fuel ethanol. and assured offtake for 2G plants.
The NITI Aayog roadmap outlines Expands the list of permitted
annual targets, encourages feedstocks (damaged foodgrains, maize,
geographically distributed distilleries, surplus rice, sugarcane juice, B-heavy
and recommends use of both sugar and molasses, agri-residues) and advances
grain feedstocks plus 2G ethanol to the 20% blending target from 2030 to
ensure year-round supply. FY 2026.
Allows production under Make in India
(SEZs, EOUs) and controlled export of
biofuels in specific circumstances,
subject to NBCC oversight.
Ethanol procurement policy and price movement
Public-sector OMCs buy ethanol at administered ex-mill prices differentiated by feedstock. Key points and trends:
• Separate price bands exist for ethanol from C-heavy molasses, B-heavy molasses, sugarcane juice/syrup, damaged
foodgrains and maize to reflect different costs and to nudge desired feedstocks.
• For ESY 2024-25, the Cabinet fixed the ex-mill price of ethanol from C-heavy molasses at INR 57.97/litre, up from
INR 56.58 in ESY 2023-24. Earlier years saw a steady upward revision from about the low-INR 40s per litre in ESY
2014-15 to the mid-INR 50s by ESY 2022-23.
• Prices for grain-based ethanol (especially maize) have been increased more sharply to stimulate investment: in
January 2024, OMCs hiked maize-based ethanol price by INR 5.79/litre to INR 71.86/litre for ESY 2023-24.
• Historically, pricing policy has shifted from primarily supporting sugarcane diversion (higher B-heavy/juice prices)
towards incentivising grain-based ethanol as government restricted juice/B-heavy use in response to sugar and cereal
inflation.
Policy Measures to Develop Raw-Material Supply
• Sugarcane-based measures: allowing ethanol from B-heavy molasses and cane juice, interest-subvention for capacity
expansion in sugar mills, and flexible diversion of cane to sugar or ethanol depending on surplus sugar seasons.
• Grain-based measures: permission to use surplus rice from FCI, damaged foodgrains and maize; higher administered
prices for grain-based ethanol; and encouragement of stand-alone grain distilleries in non-sugar states.
• Crop diversification and stubble-use initiatives: schemes to use maize and crop residues for ethanol, including
state-level incentives (e.g., subsidies for 1G and 2G plants using agri-residues) to reduce burning and provide farmers
alternative income streams.
• 2G and advanced biofuel support: viability-gap funding of INR 5,000 crore over six years for 2G refineries, assured
offtake at premium prices, and priority in export approvals for 2G ethanol.
216Carbon Capture, Utilization (CCU) Scenario in India
Overview
Carbon Capture and Utilization (CCU) refer to a set of technologies aimed at reducing CO₂ emissions by capturing
carbon dioxide and using it as a feedstock for economically valuable products. CO₂ capture involves separating and
purifying carbon dioxide from emission sources such as power generation units, manufacturing facilities and biogenic
processes (point-source capture), as well as from ambient air through direct air capture. These capture routes generate a
concentrated CO₂ stream that can be compressed and transported—typically via pipelines or specialised tankers—for
utilization across multiple industrial and commercial applications.
The climate benefit of CCU pathways depends on how long the captured CO₂ remains embedded within products before
being released back into the atmosphere. Some utilization routes, such as mineralisation in construction materials, retain
CO₂ for extended periods, while others involve short- to medium-term uses including food and beverage carbonation,
industrial gases, synthetic fuels, and chemical intermediates. Accordingly, different CCU applications deliver varying
degrees of emissions mitigation based on product life cycles and replacement of fossil-derived inputs.
Although several CCU technologies have reached advanced stages of development, large-scale adoption continues to
face economic and operational constraints. Carbon capture systems are designed to isolate and purify CO₂ either from
concentrated industrial streams or from ambient air; however, capture from combustion-based sources and direct air
capture remains capital-intensive and energy-intensive, limiting near-term scalability. As a result, deployment is currently
concentrated in applications where CO₂ purity is high and capture costs are relatively low.
In this context, fermentation-based CO₂ recovery represents one of the most commercially practical and cost-effective
CCU pathways. Fermentation processes naturally produce CO₂ at high concentrations, making capture and purification
simpler and less energy-intensive compared to other sources. This allows the use of relatively simple equipment, lower
capital investment and reduced operating costs, enabling faster implementation and immediate commercial utilization.
Consequently, fermentation-based CO₂ recovery is positioned as a key near-term enabler for scaling CCU across food,
beverage, industrial gas and emerging chemical applications.
The CCU Value Chain
For CCU to be implemented at scale, it is important to focus on the entire CCU value chain, consisting of the three basic
components.
Source: Carbon Capture, Utilization and Storage (CCUS) Technology Gaps and International Collaboration Report,
February, 2023
The success of the CCU value chain depends on the coordination between participants in each part of the CCU value
chain and appropriate policy-enabled business models & market mechanisms which incentivize
and enable participants to participate and transact seamlessly across the CCU value chain.
217Importance of Carbon Capture, Utilisation and Storage
• Deep Carbonization of Hard-to-abate Industries:
Certain industrial sectors are considered hard to abate because CO₂ generation is intrinsic to their production chemistry
and high-temperature process requirements. These include cement manufacturing, iron and steel production, ethanol
fermentation and ethylene oxide manufacturing. In such sectors, deep emission reductions are difficult to achieve through
fuel switching or energy efficiency measures alone. Carbon capture followed by utilisation provides a practical pathway
to manage process-related emissions by converting unavoidable CO₂ into useful products, thereby supporting industrial
decarbonisation while maintaining production continuity.
• Managing Residual and Unavoidable Emissions:
In sectors where complete elimination of emissions remains technically or economically challenging, carbon capture
enables the management of residual CO₂ streams. Capture from concentrated industrial sources or ambient air allows this
carbon to be redirected into productive use rather than being released into the atmosphere. CCU therefore plays a critical
role in complementing conventional mitigation measures, particularly in sectors such as aviation fuels, chemicals and
materials, where low-carbon substitutes are still emerging or limited in scale.
• Enabling a Circular Carbon Economy:
Carbon capture technologies support circular economy frameworks by transforming CO₂ emissions into a secondary
carbon feedstock. Captured CO₂ can be purified to food-grade and industrial-grade standards and utilised in beverage
carbonation, food processing, dry ice production, welding and other industrial gas applications, as well as in the synthesis
of fuels, chemicals, polymers and construction materials. This closed-loop carbon utilisation improves material
efficiency, lowers lifecycle greenhouse gas intensity and promotes industrial symbiosis by converting waste carbon
streams into productive inputs.
• Supporting Innovation and Low-Carbon Industrial Pathways:
The availability of captured CO₂ as a reliable input enables the development of new low-carbon products and processes
across fuels, chemicals and materials. CCU technologies encourage innovation in carbon-based value chains, reduce
dependence on fossil-derived feedstocks and help industries transition toward lower-emission production models without
compromising scale or reliability.
• Facilitating Carbon Markets and Monetisation
Carbon capture and utilisation technologies enable industries to convert emission reduction efforts into economic value.
Captured CO₂ reused in commercial applications can generate additional revenue streams, while utilisation-based
emission reductions may be recognised under carbon credit or offset mechanisms, subject to market and regulatory
frameworks. This combination of environmental benefit and monetisation improves project viability and supports wider
adoption of CCU across emission-intensive sectors.
Market Scenario: CCU
Global Scenario: CCU Infrastructure
The International Energy Agency (“IEA”) maintains a CCU Projects Database to track global progress in carbon capture
technologies with a defined emissions-reduction objective. The database includes large-scale CO₂ capture projects
commissioned since the 1970s that report announced capture capacities above 100,000 tonnes per year, or 1,000 tonnes
per year for direct air capture facilities. While the dataset provides a structured overview of climate-oriented capture
projects, it focuses primarily on projects linked to large industrial systems and excludes several utilisation-driven
applications with limited or indirect climate benefits, such as food and beverage uses and certain conventional industrial
processes.
As per the IEA project dataset, the number of commercial carbon capture facilities has increased on a year-on-year basis.
Planned facilities rose from 744 in 2024 to 841 in 2025, representing a growth of around 17%. Operational facilities
increased from 51 to 62 over the same period, while projects under construction rose from 44 to 56. This trend indicates
218growing global momentum in capture infrastructure development, although the majority of projects remain in pre-
operational stages.
According to the IEA, global estimated CO₂ capture capacity increased from approximately 2.23 Gtpa in 2024 to about
2.38 Gtpa in 2025. However, more than 85% of this capacity remains at the planned development stage, while operational
capacity is limited to roughly 0.07 Gtpa, highlighting that large-scale commercial deployment is still nascent. From a
sectoral perspective, announced capture capacity is concentrated in power generation, hydrogen and ammonia, natural
gas processing, biofuels and other industrial applications where CO₂ can be captured at scale and redirected for
downstream utilisation
Source: International Energy Agency (IEA)
It is important to note that global CCU activity extends well beyond what is captured in the IEA database. The
methodology excludes a significant portion of the commercial CO₂ utilisation ecosystem, including fermentation-based
CO₂ recovery from ethanol and distillery operations, as well as capture associated with fertiliser, chemical and other
industrial utilisation markets. As a result, the actual scale of CO₂ capture for utilisation purposes is materially larger than
reflected in climate-focused project databases, underscoring the role of CCU as a commercially established and
expanding industrial practice.
Technological Landscape in CCU Technology
Carbon Dioxide Capture Technology
The selection of CO₂ capture technology depends on various factors including the targeted capture capacity, intended
end-use of CO₂ and the purity requirements, characteristics of the source gas stream, availability and cost of utilities such
as steam, power, water and fuel, as well as plot availability and space constraints at the project site. The principal CO₂
capture technologies used in point-source applications include solvent absorption, solid adsorption, membrane separation,
cryogenic separation, solid looping processes, and inherent capture from high-purity industrial process streams.
Process Working Principle Advantages Limitations
• CO₂ reacts chemically • High absorption at low CO₂ • High energy (steam)
with the solvent, enabling partial pressure requirement for solvent
Chemical
selective separation from regeneration
Solvent • Selective capture and High
the gas stream.
(Absorption) purity CO₂ product
• Governed by rate kinetics
and thermodynamics
• CO₂ is physically • Suitable for high CO₂ partial • Low energy efficiency
Physical dissolved in the solvent pressure streams for low partial pressure
Solvent without chemical reaction of CO₂
• Regeneration by pressure or
(Absorption)
• Governed by Henry’s temperature reduction
Law
219Process Working Principle Advantages Limitations
• High absorption capacity & • High compression
lower solvent recirculation requirement for low
rates pressure feed gas;
• H S is often absorbed
2
more effectively than
CO₂
• CO₂ is captured when • Selective capture • Batch operation;
it sticks to the surface
• Can operate at near- • Complex pressure
of solid capture
ambient temperatures balancing
materials, while other
Adsorption gases pass through. management
system
• Governed by pressure
• High electrical
or temperature swing
energy
consumption
• CO₂ passes preferentially • Compact system • Difficult to achieve
through membranes under high carbon dioxide
• no solvent handling
a pressure difference, (CO ) recovery rate
2
Membrane enabling its separation • Modular and scalable and high purity
from other gases. simultaneously
Separation
• Membrane fouling risk
• High manufacturing
cost
• Separation is achieved by • Produces high-purity liquid • High energy
cooling the gas stream so CO₂; requirement
that CO₂ liquefies and can
Cryogenic • Suitable for food & • High operating
be collected.
Separation beverage grade CO₂; pressure
• Low footprint;
• Minimal steam usage
Solid Looping • CO₂ reacts with solid • High capture efficiency • Early-Stage
(Calcium / metal oxides and is Technology;
• Suitable for high-
Chemical regenerated through
temperature industrial • Material degradation
Looping) temperature swing.
processes over cycles
• CO₂ is generated at high • Lowest capture cost; • Limited to specific
purity as an inherent part industries
Inherent
• High CO₂ purity;
of the process chemistry.
Capture
• Dependent on process
• Minimal separation
configuration
requirement
Carbon Dioxide Utilisation Technology
With the rising interest in CCU as a decarbonization solution across industries, there is also a need to look at the CO2
utilization pathways and technologies that are most appropriate for India. Key utilisation routes for captured CO₂ include
enhanced oil recovery (EOR), green urea production (i.e., converting green ammonia into green urea using captured
CO₂), and food and beverage applications requiring purified CO₂.
• Enhanced Oil Recovery (EOR):
Using CO for EOR has been successfully carried out for decades to produce low-carbon oil from maturing oil fields in
2
North America and other geographies. With Indian oil fields progressing towards their maturity, CO EOR can play an
2
important role in residual oil extraction that is environmentally sustainable and economically feasible.
220• Green urea:
Urea production from green ammonia can utilize a significant part of CO . India’s current production of ammonia and
2
urea is primarily based on imported LNG. So, renewable energy-based ammonia can replace conventional ammonia
production with an increased scale of renewables and a competitive cost of green hydrogen production. While renewable-
based hydrogen is still in a nascent stage in India, the new green hydrogen policy will boost electrolysis based hydrogen
production in the near future.
• F&B applications:
The utilization of CO in F&B is in applications such as carbonated drinks, dry ice, and modified atmosphere packing;
2
however, the scales are quite small compared to the volume of CO generation/emissions.
2
Additionally, there are other promising propositions for the utilization of CO . The relatively matured CO utilization
2 2
pathways are:
• Building material (concrete and aggregates):
A high-level review of the new technologies indicates that utilizing CO for producing building materials (aggregates and
2
concretes) is likely to be the most attractive and feasible option. There is a large market for aggregates and concrete in a
developing country like India. CO can be used both during concrete curing and aggregate formation. Since CO is
2 2
injected in a liquid state without any conversion, relatively little energy is consumed. Moreover, large volumes of
alternative feedstock, such as steelmaking slag, are available sources of CaO/MgO which can be utilized to produce
synthetic aggregates.
• Chemicals (methanol and ethanol):
The production of chemicals such as methanol and ethanol from CO have been proven at commercial scales by various
2
companies around the world. India has ambitious plans for increasing indigenous methanol production capacity and to
that extent, the NITI Aayog has also launched ‘Methanol Economy’ programme. Methanol is a low carbon hydrogen
carrier fuel that can support applications like fuel substitution, as well as an intermediate for the production of various
speciality chemicals like acetic acid, MTBE, DME, and formaldehyde which produce essential products like adhesives,
foams, plywood subfloors etc. Conversion of CO to methanol and ethanol present attractive opportunities for India.
2
Apart from obvious advantages like reduction in oil import bill and GHG emissions, it would also give boost to
commodity production in the country and thus contribute to economic development and job creation.
• Polymers (including bio-plastics):
The conversion of CO to polymers presents another possible CO utilization route. Various kinds of polymers, such as
2 2
polyether carbonates, polycarbonates, diphenyl carbonate, cyclic carbonates etc. have been manufactured globally at
different scales. However, the polymer product named Air Carbon, produced by the company named Newlight, has found
multiple applications (laptop packaging, cell phone casings, furniture, etc.).
Carbon Dioxide Transport Technology
The transport of CO₂ is an essential part of the CCU value chain, for connecting CO₂ source(s) to CO₂ utilization and
conversion sites. Ships, tanker trucks, rail and pipelines are the possible options for the transportation of dense CO₂
streams from the point of capture to the disposition point. In general, truck and rail transport are feasible options while
transporting small volumes, whereas ship transportation only becomes economically feasible when the transportation
distance and CO₂ volumes transported are large. These modes of transportation are mainly used in the food and beverage
industries.
On the other hand, pipeline transportation can deliver a constant and steady supply of CO₂ without the need for
intermediate storage and is the most cost-effective and reliable for onshore transportation of large quantities of CO₂.
There exists more than 8,000 km of pipelines for CO₂ transportation, mainly in the USA. The choice of mode of
transportation depends on the quantity of CO₂ to be transported and the transportation distance, as given in the below
table:
Mode of Suitable CO₂
CO₂ volume Distance Land / Water
CO₂ transport utilization pathway
Cryogenic Small Short Land Food & Beverage
Tankers industry
221Mode of Suitable CO₂
CO₂ volume Distance Land / Water
CO₂ transport utilization pathway
On-shore Large Short Land EOR / Storage
Pipeline
Off-shore Large Short Water EOR / Storage
Pipeline
Ship Small to Medium Long Water EOR / Storage
For the transport of small volumes of CO₂, typically associated with utilization opportunities such as food and beverage
grade applications, the transportation of purified and liquified CO₂ is done through cryogenic bullet tankers. The
transportation regulations and safety norms are the same as those for liquid nitrogen, argon or liquified natural gas (LNG).
The road tankers are double-walled vacuum insulated cryogenic vessels suitable for transport while maintaining the
cryogenic conditions.
Apart from road transport, these tankers also have the flexibility of being useable for ship and rail transportation. The
inner vessels and pipework are made of stainless steel and hence the tankers can be used for the multipurpose
transportation of various industrial gases such as CO₂, N2, O2 and Ar. In general, ships are better suited for small to
medium volumes transportation over long distances, while pipeline transportation is better suited for larger quantities and
relatively shorter distances.
India CCU Scenario
India is the world’s third-largest emitter of CO₂, after China and the United States, with estimated annual emissions of
about 2.7 gigatonnes in 2023. The Government of India has committed to reducing CO₂ emissions intensity significantly
by mid-century and achieving net zero by 2070. One of the key success stories in India’s clean energy transition has been
the rapid growth of renewable power capacity. However, the power sector accounts for only about one-third of total CO₂
emissions, a share that is expected to decline further as renewable energy increasingly displaces fossil fuel-based power
generation.
At the same time, India’s expanding industrial economy contributes nearly another one-third of total emissions and
represents a major hard-to-abate segment. Emissions from industries such as cement, steel, chemicals and refining are
expected to continue rising unless new technologies and carbon abatement mechanisms are deployed. While India intends
to gradually reduce coal dependence over the long term, fossil fuels—particularly coal—will remain an important part
of the energy mix for supporting industrial growth and ensuring affordable, reliable baseload power. As a result, India’s
decarbonisation pathway must include solutions that address emissions from hard-to-abate industrial sectors and residual
fossil-based power generation.
Sector-wise CO2 Emissions in India:
Sector-wise CO2 Emissions MTPA
1,210
1,004
177 450
325
125 240 196 56 102 0 27
Power Upstream O&G / Iron & Steel Cement NG-based H₂ Coal Gasification
Refinery / Chemicals Production
2020 CO₂Emissions (mtpa) 2030 CO₂Emissions (mtpa)
Source: NITI Ayog
222Carbon Capture and Utilisation (CCU) plays a critical role in decarbonising the industrial sector, which is difficult to
electrify due to the dual use of fossil fuels as both energy inputs and process feedstocks. CCU also has relevance for the
power sector, given India’s continued reliance on coal for over 70% of electricity generation. Even with substantial grid
greening and the achievement of the 500 GW renewable capacity target by 2030, dispatchable power sources will still be
required to meet baseload demand due to the intermittent and non-dispatchable nature of solar and wind energy.
Direct Air Capture (DAC), which removes dilute CO₂ (around 415 ppm) directly from the atmosphere, may also emerge
as a carbon capture option with broad applicability, as it is independent of emission source and concentration. However,
DAC technologies are still at an early stage of development, and their economics—currently estimated in the range of
INR 34,000–70,000 per tonne of CO₂—along with scalability, remain key challenges to widespread deployment in the
near to medium term.
Regulatory Landscape: CCU in India
India is developing a robust regulatory and financial framework to promote Carbon Capture, Utilization, and Storage
(CCU) for reducing greenhouse gas emissions and advancing sustainable development.
• Policy Framework: NITI Aayog’s CCU policy framework provides a foundational basis for CCU adoption,
highlighting interventions such as carbon credits, early-stage financing, development of regional CCU hubs, and
preferential procurement of low-carbon and CO₂-derived products. These measures are particularly aimed at
accelerating deployment in hard-to-abate sectors such as cement, steel, refining, chemicals and bio-based industries.
• Task Force Initiatives: The Ministry of Petroleum and Natural Gas (MoPNG) has constituted the “Upstream for
CCS/CCUS” (UFCC) task force to assess carbon capture pathways in the oil and gas sector, including utilisation
opportunities such as synthetic fuels, chemicals and enhanced industrial applications. MoPNG has also partnered
with IIT Bombay to strengthen research, technology development, and pilot-scale demonstrations relevant to CCU.
• Financial Incentives:
o Viability Gap Funding (VGF) for early-stage or first-of-a-kind CCU projects
o Carbon pricing and market-based mechanisms to incentivise industrial adoption
o Carbon credit trading frameworks to monetise utilisation-based emission reductions
o Tax incentives and the proposed Carbon Capture Finance Corporation (CCFC) to provide blended finance,
potentially supported by clean energy levies and green bonds.
• Storage Potential: India is moving toward developing standards and certification for low-carbon and CO₂-derived
products to enable their inclusion in public procurement and green supply chains. Linking CCU outputs with
initiatives such as green fuels, sustainable aviation fuels and low-carbon construction materials is expected to
strengthen demand creation and market adoption.
223Key Factors Driving the CCU Landscape in India:
•India has a large and growing concentration of emissions from cement,
steel, refining, fertilisers and chemicals, where process-related CO₂
Structural Emissions
cannot be eliminated through electrification or fuel switching alone.
from Core Industrial
Carbon Capture and Utilisation (CCU) is increasingly viewed as one of
Sectors
the few technically viable pathways to decarbonise these sectors while
sustainingindustrialgrowth,competitivenessandemployment.
•Several of India’s major industrial clusters are co-located with refineries,
Proximity of Emission fertiliser plants, chemical complexes and manufacturing hubs that can
Sources to Utilisation directly consume captured CO₂. This geographical alignment enables
Hubs integrated capture-and-use systems, reduces transport complexity and
improvesthecommercial feasibility ofearly-stage CCUprojects.
•Unlike mature markets that emphasise long-term geological storage,
Strategic Focus on CO₂ India’s approach is strongly oriented toward CO₂ utilisation in
Utilisation over Storage- chemicals, building materials, fuels and industrial applications. This aligns
Only Models CCU deployment with domestic value creation, improved project
economicsandthecountry’smanufacturing-ledgrowthstrategy.
•Expanding demand for CO₂ across chemicals (urea, methanol), food and
beverages, healthcare, welding andemergingsyntheticfuel applications is
Growing Domestic CO₂
creating strong pull for utilisation-based capture solutions. This demand-
Demand from
side momentum supports captive CCU models, particularly in fertiliser,
Downstream Industries
refineryandchemical complexeswherecapturedCO₂ can beconsumed
on-site.
•CCU supports India’s broader goals of energy security and reduced
Energy Security and import dependence, especially in fertilisers, fuels and chemicals. By
Import Substitution enabling domestic production of CO₂-derived products with lower
Objectives carbon intensity, CCU contributes to industrial self-reliance while
balancingclimate objectiveswitheconomicdevelopmentpriorities.
Key Threats & Challenges
High Cost of
Carbon Capture
Other
Lack of
Operational
Infrastructure
Risk:
Challen
ges
Knowledge Complex
and Expertise Regulatory
Gap Processes
Underdevelo
ped CO₂
Utilization
Market
➢ High Cost of Carbon Capture: Carbon capture accounts for a significant share of total CCU costs due to energy-
intensive separation processes and the use of advanced materials. The associated energy penalty can reduce overall
plant efficiency, making large-scale deployment economically challenging without cost reductions, policy support
or technological innovation.
➢ Lack of Infrastructure: Infrastructure for CO₂ transport and utilisation such as pipelines, compression facilities and
on-site utilisation units remains limited, particularly near industrial clusters. This creates a “chicken-and-egg”
224challenge between investing in capture systems and developing utilisation capacity. Shared CCU hubs, common-
user infrastructure and public-private partnerships can help overcome this barrier.
➢ Complex Regulatory Processes: Lengthy, multi-agency approval processes involving central ministries and state
authorities can delay CCU projects and deter private investment. Clear, coordinated and streamlined regulatory
frameworks specific to capture and utilisation activities are required to enable faster project execution and scale-up.
➢ Underdeveloped CO₂ Utilization Market: Markets for CO₂-derived products are still at an early stage, limiting
commercial pull for capture investments. Stronger policy support, demand-side incentives and integration of CO₂-
based products into public procurement, fuels and materials programs are essential to stimulate innovation and
market creation.
➢ Knowledge and Expertise Gap: CCU deployment requires specialised skills in capture technologies, process
integration and utilisation pathways. Shortages of trained professionals and limited industry–academia collaboration
constrain progress. Targeted investments in capacity building, research partnerships and CCU centres of excellence
are critical to develop domestic expertise and accelerate adoption.
➢ Other Operational Risk:
Product Risk: Liquid CO₂ and dry ice, due to their cryogenic nature and physical properties, may pose certain risks
during handling, storage and use. Liquid CO₂ is stored under high pressure and low temperatures, and any leakage or
improper handling may lead to rapid gas expansion, which may cause asphyxiation in confined spaces. Dry ice, being
solid CO₂ at extremely low temperatures, may cause cold burns upon direct contact and may also result in pressure build-
up if stored in sealed or inadequately ventilated containers.
Process Risk: Raw CO₂ generated as a by-product of fermentation at distilleries is captured and passed through a series
of purification stages, including foam removal, multi-stage compression, scrubbing, filtration and drying, to remove
impurities and moisture. The purified gas is then liquefied using refrigeration systems, stored in cryogenic vessels, and
either supplied as liquid CO₂ or converted into dry ice depending on customer requirements. The final products are
transported to customers through specialised tankers or insulated containers, ensuring efficient and reliable supply. Our
CO₂ recovery and processing operations involve multiple stages of compression, purification, liquefaction and storage
using specialised machinery and cryogenic systems, which are subject to risks such as equipment failure, pressure build-
up, gas leaks, fire or explosions. These processes require the use of pressurised equipment and refrigeration systems,
which must be designed and operated with appropriate safety mechanisms to mitigate operational hazards.
Overview of Investments Announced in CCU In India
Several investments have been announced in India’s Carbon Capture and Utilisation (CCU) space, involving
participation from the government, private enterprises and public–private partnerships. These investments are aimed at
accelerating the deployment of carbon capture technologies, development of utilisation-linked infrastructure and
decarbonisation of emission-intensive industries. The collaborative approach is expected to drive innovation, attract
global technology providers and strengthen India’s transition toward a low-carbon industrial economy. Aligning with the
roadmap launched in December 2025, Government of India proposed outlay of INR 20,000 crore over the next 5 years
for Carbon Capture Utilization and Storage (CCUS).
India is increasingly directing policy and capital support toward CCU as part of its broader decarbonisation strategy, with
NITI Aayog playing a central role in shaping enabling frameworks for large-scale adoption. The proposed policy
framework emphasises industrial cluster-based deployment, value creation through CO₂ utilisation, employment
generation and targeted financial incentives. Under this vision, India is estimated to require investments in the range of
INR 8,500 crore to INR 13,000 crore by 2050 to scale capture capacity, deploy advanced utilisation technologies and
establish supporting infrastructure for CO₂ collection, transport and end-use across industrial value chains.
This investment push aligns with India’s long-term climate commitments, including emission reduction targets and the
goal of achieving net zero by 2070. The policy framework, building on India’s CCU R&D Roadmap released in
December 2025, is expected to provide clarity on capture standards, utilisation pathways, economic incentives and
regulatory mechanisms to support CCU deployment. Investment efforts are likely to focus on high-emission sectors such
as steel, cement, petrochemicals, fertilisers and oil and gas, where utilisation-based capture can deliver both emissions
reduction and economic value.
225Commercial viability is a key focus area, with growing opportunities to convert captured CO₂ into value-added products
such as construction materials, chemicals (including methanol and ethanol), polymers and industrial gases. Incentives
proposed under NITI Aayog’s framework aim to improve project economics and crowd in private capital and
international partnerships. In this context, global technology providers—including U.S.-based firms specialising in
capture and CO₂ utilisation technologies—have significant opportunities to partner with Indian companies and contribute
to the scaling of CCU solutions across the country
Initiative under CCU
Sector
• CO capture initiatives:
2
i) NTPC has setup and commissioned the first CO capture plant in India having capacity
2
of 20 TPD. This CO capture plant is connected to a 500 MW fossil fuel fired unit
2
located at Vindhyachal.
ii) NTPC in collaboration with other organization has developed various R&D Project
for CO capture including Development of zeolite and ‘Pressure Swing Adsorption’
2
Power Sector process, Demonstration of Micro algae and Development of Amine.
• CO utilisation initiatives:
2
i) 10 TPD CO to Green Methanol Plant at NTPC Vindhyachal, wherein high purity CO2
2
shall be captured from waste flue gas from a fossil fired power plant.
ii) 10 TPD CO to Generation 4 Ethanol Plant at NTPC’s Fossil Fired Power Plant.
2
i) Development of CO Based Carbonated Aggregates by NTPC, wherein fly ash and
2
CO2 captured from power plant flue gas shall be used.
• ONGC & IOCL: Feasibility study by for the capture of 0.7 MTPA of CO from HGU at
2
IOCL Koyali refinery and utilizing the CO for EOR at ONGC’s Gandhar oilfields and
2
Oil & Gas Sector F&B grade usage.
• BPCL: Feasibility study for gasification of 1.2 MTPA petcoke and conversion to carbon
abated chemicals, hydrogen and power.
• Tata Steel: Commissioned a plant for capture of 5 TPD CO capture from Blast Furnace
2
gases at TSL Jamshedpur, with future plans to re-use the CO within the steel value chain.
2
Steel Sector
• JSPL: Capture of 2000 TPD concentrated CO from commercial scale coal gasification
2
operations at Angul for enabling carbon abated steel producing using blue hydrogen (as
part of syngas). Also exploring CO utilization to bio-ethanol, methanol and soda ash.
2
• Tuticorin Alkali & Chemicals: Commissioned a 200 TPD plant. Captured CO2 is utilized
for the production of baking soda.
Chemical Sector
• BHEL & CSIR-CIMFR: Coal to methanol: pilot scale plants for carbon capture and
conversion to methanol.
Cement Sector • Dalmia Cements: 0.5 MTPA carbon capture plant planned at their Tamil Nadu plant – MOU
with technology provider.
Source: Carbon Capture, Utilization and Storage (CCUS) Technology Gaps and International Collaboration Report,
February, 2023
CO₂ Bottling Plants and Recovery Units at Distilleries
Distilleries represent one of the most accessible and cost-effective entry points for Carbon Capture and Utilisation (CCU)
in theindustrial sector, owing to the high concentration and relative purity of carbon dioxide generated as an inevitable
by-product of the alcoholic fermentation process. Traditionally, this CO₂ was vented into the atmosphere; however, with
increasing environmental scrutiny and the push toward decarbonisation, installation of CO₂ recovery units (CRUs) or
CO₂ bottling plants has become an integral part of modern distillery infrastructure. Erected and commissioned CO₂
recovery plants are used for carbon capturing emitted from distilleries and industries, for purification and utilisation.
These systems capture raw, unpurified CO₂ from fermentation streams, followed by multi-stage processes including
scrubbing, de-moisturisation, compression, liquefaction, and purification to achieve food- or industrial-grade CO₂. The
226recovered CO₂ is subsequently stored in liquid form and either bottled or transported for downstream commercial
applications such as carbonated beverages, dry ice manufacturing, welding, refrigeration, and other industrial uses.
Carbon Dioxide Industry: Overview and Application Area
Overview on High Purity Carbon Dioxide
High-purity carbon dioxide (CO₂) refers to CO₂ that has been refined to very high concentration levels, typically 99.9%
and above, by removing moisture, hydrocarbons, sulfur compounds, oxygen, nitrogen, and other trace impurities. It is
produced through purification of CO₂ recovered from sources such as ammonia plants, hydrogen plants, ethanol
fermentation, natural gas processing, or dedicated CO₂ generation units. Advanced separation, drying, and liquefaction
technologies ensure consistency in purity, making high-purity CO₂ suitable for sensitive industrial and commercial
applications.
High-purity CO₂ is widely used across food & beverage, pharmaceuticals, healthcare, electronics, and specialty
chemicals. In the food industry, it is essential for carbonation of beverages, modified atmosphere packaging (MAP), and
food freezing, where contamination risks must be minimal. In pharmaceuticals and healthcare, high-purity CO₂ is used
in medical insufflation, respiratory therapies, and drug manufacturing processes. The electronics sector uses ultra-high-
purity CO₂ for cleaning, wafer processing, and controlled atmosphere applications where even trace impurities can affect
product performance.
Demand for high-purity CO₂ is growing due to stricter quality standards, rising consumption of packaged foods and
carbonated beverages, expansion of healthcare infrastructure, and increasing adoption in advanced manufacturing.
Additionally, sustainability initiatives are encouraging the capture and purification of CO₂ from industrial emissions,
positioning high-purity CO₂ not only as a critical industrial input but also as part of broader decarbonization and circular
economy efforts.
Production Process – High-Purity Carbon Dioxide:
Stage Process
1. Raw CO₂ sourcing High‑concentration CO₂ streams are taken from processes such as ammonia/urea plants,
and pretreatment bio‑ethanol or fermentation units, or dedicated CO₂ capture systems on flue gas. The gas
is cooled and passed through knock‑out drums or scrubbers to remove bulk water, dust
and water‑soluble components before further processing.
2. Compression The pretreated CO₂ is compressed in multi‑stage compressors to several bar up to about
4–6 MPa, depending on plant design. Compression raises the gas pressure for subsequent
purification and liquefaction, while inter‑stage coolers condense out additional moisture
and some heavy impurities.
3. Purification A train of purification units then removes contaminants that would affect purity, taste or
(removal of chemical equipment integrity:
impurities)
• Chemical scrubbing / adsorption to remove sulfur compounds (H₂S, SOx), nitrogen
oxides (NOx), hydrocarbons, oil vapour and volatile organics.
• Activated-carbon and catalyst beds (CatOx) to oxidise and adsorb residual organics,
odour-forming compounds and off-flavours for beverage/food-grade CO₂.
• Further gas scrubbing to wash out water-soluble impurities such as alcohols and
residual solvents.
Well-designed systems can upgrade technical-grade CO₂ to food or high-purity grades
(up to 99.999% CO₂ with trace impurities below specification).
4. Drying The purified gas is passed through drying units—typically regenerative adsorption dryers
(dehydration) with molecular sieves or desiccants—to reduce water content to very low ppm levels.
Deep dehydration prevents ice or hydrate formation during low‑temperature liquefaction
and protects storage tanks and pipelines from corrosion.
5. Low‑temperature The dry CO₂ is cooled and partially condensed, then fed to a distillation or rectification
rectification and column:
liquefaction
• In the distillation column, CO₂ is separated from lighter inerts (N₂, O₂, Ar) that leave
overhead, while high-purity liquid CO₂ is withdrawn from the bottom.
227Stage Process
• Self-refrigeration cycles or external refrigeration are used to bring CO₂ above its
critical pressure then cool it below the critical temperature, followed by controlled
expansion to produce liquid CO₂ efficiently.
This stage sharpens purity to beverage/food or other high-grade levels and yields liquid
CO₂ suitable for storage or shipment; typical food-grade specifications require ≥99.9%
CO₂ with tightly controlled limits on moisture, sulfur compounds and hydrocarbons.
6. Storage, The final liquid CO₂ is stored in insulated pressure vessels and may be vaporised on‑site
vaporisation and for high‑purity gas supply or dispatched as liquid by tanker. Throughout the chain,
distribution on‑line analysers and batch testing verify composition (CO₂ %, moisture, hydrocarbons,
sulfur, oxygen, etc.) against the relevant industrial, food‑grade or ultra‑high‑purity
standards for the intended application.
Grades / Levels of CO₂ Purity and Use Cases:
Typical
Grade / Purity
Purity Description and Key Use Cases
Level
(%)
Used in applications where ultra-low impurity control is not critical. Commonly
applied in welding and metal fabrication as a shielding gas, fire suppression
≥ 99.0 –
Industrial Grade systems, pH control in water and wastewater treatment, enhanced oil recovery
99.5
(EOR), and general industrial inerting. Trace levels of oxygen, nitrogen, moisture,
and hydrocarbons are generally acceptable.
Produced in compliance with food safety standards such as Indian Standard (IS),
European Industrial Gases Association (EIGA), and Food and Drug
Food & Beverage Administration (FDA). Impurities like sulfur compounds, hydrocarbons, carbon
≥ 99.9
Grade monoxide, and moisture are tightly controlled to prevent taste, odor, or health
issues. Widely used for carbonated beverages, modified atmosphere packaging
(MAP), food freezing and chilling, breweries, and dairy processing.
Requires high consistency, batch traceability, and stringent impurity limits,
particularly for carbon monoxide, moisture, oxygen, and particulates. Used in
Medical /
≥ 99.9 – medical insufflation during minimally invasive surgeries, respiratory stimulation,
Pharmaceutical
99.99 cryotherapy, and pharmaceutical manufacturing. Must comply with
Grade
pharmacopeia standards such as United States Pharmacopeia (USP), British
Pharmacopeia (BP), and Indian Pharmacopeia IP.
Also known as ultra-high-purity CO₂, this grade is intended for highly sensitive
applications where even ppm or ppb-level impurities can affect performance.
High-Purity /
≥ 99.995 Used in semiconductor fabrication, electronics cleaning, precision optics,
Electronics Grade
– 99.999 specialty chemical synthesis, and advanced manufacturing. Requires
(UHP)
sophisticated purification, continuous analytical monitoring, and dedicated
storage and distribution systems.
Insights on Commercial & Industrial Uses of Carbon Dioxide (CO₂)
Carbon dioxide is a versatile industrial gas with applications spanning food processing, manufacturing, healthcare,
energy, and environmental management. Its key attributes, non-flammability, inertness, ability to displace oxygen, high
solubility in liquids, and ease of phase change, make it suitable for a wide range of commercial and industrial use cases.
1. Food & Beverage Applications: The food and beverage sector is the largest commercial consumer of CO₂, driven
by its role in product quality, safety, and shelf-life extension.
• Used for carbonation in soft drinks, beer, and sparkling water, where consistent purity directly impacts taste and
consumer safety.
• Applied in modified atmosphere packaging (MAP) to inhibit microbial growth and extend shelf life of meat,
bakery, dairy, and ready-to-eat foods.
• Used for blanketing in breweries and edible oil processing to prevent oxidation and maintain product integrity.
2282. Metalworking and Manufacturing: CO₂ plays a critical role in metal fabrication and general manufacturing due
to its shielding and inerting properties.
• In the automobile industry, CO consumption is limited to welding, fabrication, and metallurgical process
2
applications.
• Widely used as a shielding gas in MIG/MAG welding to protect molten metal from atmospheric contamination
and improve weld strength.
• Applied in laser cutting and metal heat treatment processes for controlled atmospheres.
• Used in foundries for core making and molding through the CO₂ sand process, improving strength and
dimensional accuracy.
• Employed for inerting chemical reactors, storage tanks, and process vessels to reduce fire and contamination
risks.
3. Chemical, Pharmaceutical, and Healthcare Uses: CO₂ is both a feedstock and a process gas across chemical and
life-science industries.
• Acts as a key raw material in the manufacture of urea, methanol, carbonates, and specialty chemicals.
• Used in medical applications such as insufflation during minimally invasive surgeries, respiratory stimulation,
and cryotherapy.
• Increasingly adopted as supercritical CO₂, a green solvent for extraction and purification in pharmaceuticals,
nutraceuticals, and cosmetics, reducing reliance on organic solvents.
4. Environmental and Water Treatment Applications: CO₂ supports environmental management and regulatory
compliance across municipal and industrial systems.
• Used for pH control and remineralization in drinking water and wastewater treatment as a safer alternative to
mineral acids.
• Applied in flue gas treatment systems and for calibration of gas analyzers and emission monitoring equipment.
• Plays a growing role in carbon capture, and utilization (CCU), enabling reuse or permanent sequestration of CO₂
to lower net emissions.
5. Energy, Oil & Gas, and Agriculture: The energy and primary sectors use CO₂ to enhance productivity and resource
efficiency.
• Widely used in enhanced oil recovery (EOR) to improve extraction from mature oil fields.
• Applied in greenhouse CO₂ enrichment to increase plant growth rates and crop yields.
• Used in grain fumigation and pest control as an eco-friendly alternative to chemical fumigants.
6. Other Commercial and Emerging Applications: Beyond traditional sectors, CO₂ is enabling new industrial and
sustainability-driven applications.
• Used in fire suppression systems for data centers, power facilities, and industrial plants.
• Converted into dry ice for cooling, blasting, and precision cleaning in automotive and electronics industries.
• In Aviation & Cold Chain industry, it can be utilised in food freezing, chilling, and cold-chain logistics, including
dry ice applications.
229• Emerging applications include CO₂-based building materials, synthetic fuels, and mineralization technologies,
reinforcing CO₂’s role in the circular economy and low-carbon transition.
Market Scenario
Current and historical market size of Indian commercial & industrial grade carbon dioxide industry
The Indian commercial and industrial grade carbon dioxide (CO₂) market has demonstrated steady and resilient growth
over the past five years, reflecting its critical role as an industrial input across multiple downstream sectors. Between FY
2021 and FY 2025, the market expanded from INR 29.9 billion to INR 37.3 billion, supported by consistent demand from
food & beverages, chemicals, healthcare, and manufacturing applications. This trajectory highlights CO₂’s transition
from a largely by-product commodity to a strategically important industrial gas with rising commercial relevance.
Indian Commercial & Industrial Grade Carbon Dioxide Market (INR Bn)
37.3
35.0
33.2
31.5
29.9
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
Source: D&B Primary Research Estimates
At a CAGR of 5.7% over FY 2021–25, the market growth indicates structural demand expansion rather than cyclical
recovery alone. The gradual year-on-year increase—from INR 31.5 billion in FY 2022 to INR 35.0 billion in FY 2024,
suggests stable consumption patterns anchored in essential end-use industries. Unlike more volatile industrial gases, CO₂
demand benefits from broad application diversity, which smoothens growth even during periods of uneven industrial
activity.
The steady scale-up in market size also reflects improving monetisation of captive CO₂ recovery from ethanol, ammonia,
and hydrogen plants, alongside rising investments in purification and distribution infrastructure. As industrial users
increasingly prioritise supply reliability, purity standards, and proximity to demand centres, value realisation in the CO₂
market has improved. This positions the sector for sustained medium-term growth, with incremental upside likely driven
by food-grade applications, healthcare usage, and emerging carbon utilisation pathways rather than pure volume
expansion alone.
Market Segmentation: By End Use Application Industry
India’s CO₂ market in FY 2025 is largely driven by industrial and consumption-linked end uses, with Food & Beverage
emerging as the dominant segment, accounting for 40% of total demand. This reflects CO₂’s critical role in carbonation,
packaging, chilling, and preservation processes, where consistent purity and supply reliability are essential. Chemicals,
metal working, and oil & gas together form a substantial demand base, highlighting CO₂’s importance as a process input
across core manufacturing and energy-linked industries.
230India CO2 Market -Segmentation by End User Industry (FY 2025
Share by %)
Others, 5%
Healthcare, 6%
Oil & Gas
(EOR), 12%
Food & Beverage,
Metal Working, 40%
15%
Chemicals, 22%
Source: D&B Primary Research Estimates
The relatively high share of Chemicals (22%) and Metal Working (15%) indicates sustained industrial consumption,
supported by CO₂ use in synthesis, pH control, inerting, welding, and fabrication processes. Oil & Gas applications,
primarily for enhanced oil recovery (EOR), contribute a meaningful 12%, pointing to CO₂’s role in specialised, project-
based industrial demand. Healthcare, though smaller at 6%, remains strategically important due to stringent quality
requirements and stable consumption patterns. Overall, the end-user mix underscores a balanced demand structure,
combining high-volume commercial usage with technically specialised industrial applications, which supports steady
market growth and limits overdependence on any single sector.
Key Drivers Accelerating Carbon Dioxide Demand Across End-Use Industries
Demand from Food & Beverage Industry
India’s food and beverage industry is witnessing strong and sustained growth, which directly underpins rising demand
for carbon dioxide. The alcoholic beverages market is projected to expand from about USD 39.3 billion in 2024 to nearly
USD 68.8 billion by 2034, reflecting a CAGR of approximately 5.7–5.8% over the period. Based on this growth
trajectory, the market is estimated to reach around USD 41.6 billion in FY 2025. In parallel, the non-alcoholic beverages
segment is also witnessing robust growth, driven by rising consumption of packaged drinks such as fruit juices, mineral
water, flavoured beverages, and non-cola carbonates, supported by changing consumer preferences and increasing
urbanisation.
Alcoholic Bevarage Market in India (USD Bn)
68.8
41.5
39.3
FY 2024 FY 2025 FY 2034
Source: Ministry of Food Processing Industry (MoFPI), D&B Research Estimates
231Favorable demographics, rising disposable incomes, urbanization, and deeper penetration of packaged products in Tier
II and rural markets are expanding the overall beverage consumption base. The emergence of new categories such as
functional beverages, health drinks, sports drinks, and plant-based alternatives further strengthens long-term growth
prospects for CO₂-linked applications within the food and beverage sector.
o Application as a Carbonating Agent in Beverages
Carbon dioxide is a critical input for carbonation in both alcoholic and non-alcoholic beverages, including carbonated
soft drinks, beer, ready-to-drink alcoholic beverages, and sparkling waters. The rapid expansion of India’s non-alcoholic
beverages market, valued at over USD 30 billion in FY 2025 and projected to more than double over the next decade,
directly translates into higher demand for food-grade CO₂. Growth in non-cola carbonates, lemon-based drinks, flavored
sparkling waters, and premium alcoholic beverages is particularly CO₂-intensive, as these products rely on consistent
carbonation quality. As beverage manufacturers scale production capacity and diversify product portfolios, demand for
reliable, high-purity CO₂ supplies is expected to rise steadily.
o Application as a Freezing Agent in Food Transportation (Dry Ice)
Carbon dioxide, in the form of dry ice, plays an increasingly important role in food freezing and cold-chain logistics
across India. With rising consumption of frozen foods, dairy products, meat, seafood, and ready-to-eat meals, dry ice is
widely used to maintain low temperatures during transportation and storage without leaving residue. The expansion of
organized retail, e-commerce grocery platforms, and long-distance food distribution has intensified the need for efficient
cold-chain solutions, directly supporting growth in dry ice demand. As food manufacturers and logistics providers focus
on minimizing spoilage and extending shelf life, the use of CO₂-based freezing and cooling solutions is expected to grow
in tandem with the broader food and beverage market.
Demand from Metalworking Industry
India’s metalworking industry is a key structural demand driver for commercial and industrial-grade carbon dioxide,
supported by sustained growth in steel production and downstream fabrication activity. Rising investments in
infrastructure, construction, automotive manufacturing, capital goods, and engineering sectors have led to a steady
expansion in both crude steel output and finished steel production. This growth directly translates into higher CO₂
consumption across welding, fabrication, and metallurgical process applications, positioning the steel and metalworking
ecosystem as one of the most stable long-term demand bases for CO₂ in India.
o Indian Steel Industry – Core Production Indicators Driving CO₂ Demand
Indian Steel Industry – Production (in Million Tonnes)
Year Crude Steel Production (MT) Finished Steel Production (MT)
FY 2021 103.545 96.204
FY 2022 120.293 113.597
FY 2023 127.197 123.196
FY 2024 144.299 139.153
FY 2025* 151.14 145.31
Source: Ministry of Steel
* Provisional
o Application in MIG / MAG Welding as a Shielding Gas
Finished steel production is a strong proxy for downstream fabrication intensity, where welding is a core operation.
Carbon dioxide is extensively used—either in pure form or blended with argon—as a shielding gas in MIG/MAG welding
across automotive manufacturing, structural steel fabrication, shipbuilding, railways, and heavy engineering. The
consistent increase in finished steel output reflects rising demand for welded structures and components, directly
supporting higher consumption of industrial-grade CO₂. Given its cost-effectiveness, availability, and suitability for high-
speed welding, CO₂ remains a preferred shielding gas in large-scale and mass-production metalworking environments.
o Application as a Temperature Control and Process Gas in Iron & Steel Making
232In primary iron and steelmaking, carbon dioxide is used for temperature control, inerting, purging, and process
stabilization in furnaces, ladles, continuous casting operations, and auxiliary metallurgical processes. Growth in crude
steel production indicates higher operating intensity of blast furnaces, electric arc furnaces, and secondary metallurgy
units, all of which rely on controlled gaseous environments for safety and efficiency. CO₂ also plays a role in cooling and
atmosphere management in specific metallurgical stages, making its consumption closely linked to overall steelmaking
throughput rather than just downstream fabrication.
o Ironmaking Indicators Reflecting Process Intensity
Ironmaking Output in India (in Million Tonnes)
Category FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025*
Pig Iron (MT) 5.42 4.88 6.26 5.86 7.36 8.299
Sponge Iron (MT) 37.1 34.38 39.2 43.62 51.56 50.81**
Source: Ministry of Steel
* Provisional | ** Provisional
This rise in sponge iron output highlights increasing use of DRI/EAF routes, which typically involve higher operational
intensity and greater use of industrial gases, indirectly reinforcing CO₂ demand in metallurgical processes.
o Forward-Looking CO₂ Demand Outlook Linked to Steel Growth
Between FY 2021 and FY 2025, India’s crude steel production increased from ~103.5 MT to ~151.1 MT, translating into
an approximate steel production CAGR of ~10% over the period. Finished steel production has grown at a similar pace,
indicating strong and balanced growth across both primary and downstream metalworking activities.
CO₂ demand from the metalworking sector typically grows slightly below or in line with steel production, as efficiency
improvements partially offset volume growth. Based on historical usage patterns and increasing fabrication intensity,
CO₂ demand linked to the metalworking industry is estimated to grow at ~7–9% CAGR over the medium term,
supported by:
• Continued expansion in infrastructure and construction
• Growth in automotive and capital goods manufacturing
• Rising adoption of MIG/MAG welding in organized fabrication
• Higher operating intensity in iron and steel plants
Demand from Chemical Manufacturing Industry
India’s chemical manufacturing industry is undergoing steady structural expansion, supported by sustained capital
investment, diversification of product portfolios, and strong demand from downstream sectors such as fertilizers, plastics,
textiles, pharmaceuticals, and specialty chemicals. The consistent increase in installed capacities across major chemical
segments reflects long-term confidence in domestic demand as well as India’s growing role in global chemical supply
chains. This expanding manufacturing base directly supports rising demand for industrial carbon dioxide, particularly
where CO₂ is used as a feedstock rather than merely a utility or process gas.
233Installed & Production Capacity Scenario in Indian Chemical Industry
17,697
17,021
16,178 16,538
15,652
15,160
13,427
12,743 13,039 12,976
11,943
11,243
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 E
Major Chemicals Installed Capacity in India (000 tonnes) Major Chemicals Production in India (000 tonnes)
Source: Department of Chemicals and Petrochemicals
*E=Estimated, Note: These figures are based on the latest data available up to FY 2024 released by the Ministry of Statistics and
Programme Implementation (MoSPI) and the Department of Chemicals and Petrochemicals (DoCP), Government of India. The FY
2025 figures are estimated, based on historical growth trends.
Between FY 2020 and FY 2025, installed capacity for major chemicals increased from 15,160 thousand tonnes to 17,697
thousand tonnes, registering a CAGR of ~3.1%. Over the same period, production volumes rose from 11,943 thousand
tonnes to 13,427 thousand tonnes, growing at a CAGR of ~2.4%. While production fluctuates with feedstock
availability, maintenance cycles, and export demand, the gradual narrowing gap between installed capacity and output
indicates improving utilisation levels and a more resilient operating environment. This trend underpins a structurally
strengthening demand outlook for CO₂-linked chemical processes.
o Application as a Feedstock in Methanol Production
Methanol production represents a direct and structurally important demand segment for carbon dioxide, where CO₂
is used as a feedstock in synthesis routes, particularly in combination with hydrogen. India’s methanol capacity has
expanded meaningfully, with installed capacity rising from 474.3 thousand tonnes in FY 2021–22 to 660.3 thousand
tonnes in FY 2023–24, reflecting policy push toward methanol blending, cleaner fuels, and import substitution.
Methanol – Production
Product Production in ’000 tonnes
CAGR (FY
2021-25)
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025E
Methanol 176.0 224.3 167.7 169.3 180 0.6%
Source: Ministry of Chemicals and Petrochemicals
*E=Estimated, Note: These figures are based on the latest data available up to FY 2024 released by the Ministry of Statistics and
Programme Implementation (MoSPI) and the Department of Chemicals and Petrochemicals (DoCP), Government of India. The FY
2025 figures are estimated, based on historical growth trends.
However, production has remained significantly below installed capacity. This gap highlights substantial headroom for
output growth without major new capacity additions. As utilisation improves—supported by availability of feedstock
gases, cost competitiveness, and policy incentives—demand for CO₂ as a raw material in methanol synthesis is expected
to rise disproportionately faster than overall chemical production growth.
o Application as a Feedstock in Urea Production
234Urea manufacturing is one of the largest and most stable feedstock-driven demand sources for CO₂ in India. Carbon
dioxide is an essential raw material in the synthesis of urea from ammonia, making urea production volumes a strong
proxy for structural CO₂ demand. India’s urea output has grown sharply in recent years, driven by capacity
debottlenecking, revival of closed plants, and strong domestic fertilizer demand.
India – Urea Production Trends
Year Urea Production (Lakh Tonnes)
FY 2021 246.03
FY 2022 250.76
FY 2023 284.95
FY 2024 314.08
FY 2025 306.41
Source: Ministry of Fertilizers, The Fertiliser Association of India, Press Information Bureau (PIB)
Urea production increased from 246.0 lakh tonnes in FY 2021 to 314.1 lakh tonnes in FY 2024, representing a
cumulative growth of ~35%, before moderating slightly to 306.4 lakh tonnes in FY 2025. This sharp rise directly
translates into higher captive consumption of CO₂ within fertilizer complexes. Given the strategic importance of urea for
food security and the government’s continued focus on domestic self-reliance, urea-linked CO₂ demand is expected to
remain structurally strong and relatively insulated from cyclical downturns.
Agriculture and Agrochemical Industry as a Demand Driver for Carbon Dioxide
The agriculture sector represents an important downstream demand segment for carbon dioxide, particularly in pesticide
formulation, fumigation, and grain treatment applications. CO₂ is widely used as an eco-friendly fumigant in grain
storage and pest control, where it displaces oxygen to inhibit insect activity without leaving harmful chemical residues.
It is also used in controlled-atmosphere storage and during certain pesticide manufacturing and application processes,
supporting safer handling and improved efficacy. These applications are gaining traction as regulatory scrutiny of
chemical fumigants increases and food safety and export quality standards become more stringent.
Production of Pesticides in India (000 MT)
444 451
371 380 389
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
Source: Ministry of Chemicals and Petrochemicals
The steady expansion of India’s pesticide manufacturing base reinforces this outlook for demand. Installed capacity for
technical pesticides increased from 371 thousand tonnes in FY 2021 to 451 thousand tonnes in FY 2025, reflecting
a cumulative growth of over 20%. This capacity growth, driven by rising crop protection demand, export opportunities,
and shifts toward higher-value formulations, directly supports higher CO₂ consumption across production, storage, and
post-harvest treatment stages. As grain storage infrastructure modernises and sustainable pest control methods gain wider
adoption, CO₂ demand from agricultural and agrochemical applications is expected to grow steadily in line with the
expanding pesticides and food security ecosystem.
235Healthcare Industry as a High-Purity Demand Driver for Carbon Dioxide
The healthcare industry represents a high-purity, regulation-driven demand segment for carbon dioxide, primarily
through its use as an insufflation gas in minimally invasive surgical procedures. Medical-grade CO₂ is widely used in
laparoscopic, endoscopic, and arthroscopic surgeries to insufflate body cavities, creating working space and improving
visibility for surgeons. Its high solubility in blood, rapid absorption, and non-flammable nature make CO₂ the preferred
insufflation gas over alternatives. As India witnesses a steady rise in surgical volumes driven by an expanding hospital
network, increasing adoption of minimally invasive techniques, and growing access to advanced healthcare infrastructure,
baseline demand for medical-grade CO₂ continues to strengthen.
Demand growth is further supported by structural healthcare trends, including rising incidence of lifestyle and chronic
diseases, increasing geriatric population, and the expansion of tertiary and multi-specialty hospitals across Tier I–III
cities. The shift toward day-care surgeries and robotic-assisted procedures—both of which rely heavily on controlled
insufflation—reinforces consistent consumption of ultra-high-purity CO₂. While healthcare accounts for a smaller share
of total CO₂ volumes compared to industrial uses, it commands premium pricing and stringent quality requirements,
positioning the healthcare segment as a stable, high-value contributor to overall CO₂ demand in India.
Regulatory Landscape: CO2 Industry
1. Safety, cylinders & transport — licensing, manufacturing & handling
• The Gas Cylinders Rules, 2016 set technical requirements for cylinder manufacture, filling, marking, testing,
storage, transport and handling; they are the primary safety code for compressed/liquefied gases (including CO₂)
in cylinders and tube trailers. Compliance is mandatory for suppliers, transporters and end-users.
• PESO / GCR SOP (weights & licensing): Petroleum & Explosives Safety Organisation issues licences,
approvals and SOPs for cylinder filling, import/export of filled cylinders, and transport—impacting how CO₂
plants and distributors operate and the paperwork/inspections they must maintain.
2. Product quality & end-use standards (food, medical, industrial)
• BIS / IS standards: The Bureau of Indian Standards defines national specifications for technical-grade gases
(e.g., IS 307 for CO₂) that producers often reference for industrial applications. These standards influence
laboratory testing, sampling and acceptance criteria.
• Food & Beverage rules (FSSAI): FSSAI regulations and product standards require food-grade CO₂ quality for
carbonated beverages and packaged water; beverage and MAP applications must use CO₂ that meets food-grade
criteria under FSS regulations. This forces suppliers to maintain traceability, certificates of analysis and product
segregation.
• Pharmacopeia / medical gas compliance: Medical-grade CO₂ must meet pharmacopeial standards (e.g.,
USP/IP) and Drugs & Cosmetics Act provisions for medical gases; hospitals and medical gas suppliers require
validated supply chains and documentation (COA, batch traceability).
3. Environmental control, emissions and emerging CCU policy
• CPCB / MoEF environmental norms: Pollution control and emissions monitoring rules (including O-CEMS
guidance and flue-gas handling) shape how CO₂ is captured, reported and handled at source; power and
industrial units must follow emission norms that indirectly drive opportunities for CO₂ recovery.
• National push on CCU / incentives: Government policy studies and pilot initiatives (NITI/MoEF reports) and
recent announcements indicate active support for CCU deployment with planned incentives for capture,
utilization and storage projects. This can expand industrial CO₂ sources (captured CO₂) and create new markets
for purified CO₂ or pathways to utilization (e.g., EOR, chemicals).
4. Industrial & manufacturing policy that affects supply & investment
• PCPIR / chemical cluster policies and Make-in-India / PLI: Policies to develop petrochemical/chemical
investment regions, production-linked incentives and manufacturing support (PLI) influence where large CO₂-
236generating industries (ammonia, urea, ethanol, refineries) operate—and therefore the proximity of CO₂ sources
for capture and purification. Industrial clustering also encourages common utilities and shared gas infrastructure.
5. Traceability, testing & market practices (commercial impact)
• Regulators and buyers increasingly demand COAs, batch traceability, periodic analytics (moisture, CO,
hydrocarbons, O₂, odour), and segregation of product grades (industrial vs food vs medical). Compliance raises
capex/O&M for purification and analytical labs and creates cost differentials between grades. (Supported by
BIS / pharmacopeia / industry practice references.)
6. Practical implications for CO₂ producers and specialty-gas players
• Compliance & capex: Meeting cylinder rules, PESO licensing and product standards requires investment in
certified cylinders/tanks, analytical labs, and QA systems.
• Opportunities from CCU & clustering: Incentives for CCU and chemical cluster development can create new
revenue streams (captured CO₂ sale, EOR, conversion to chemicals) and better feedstock availability near
PCPIRs/PLI beneficiaries.
• Segregated logistics: Food/medical grades impose segregated filling lines, dedicated transport, and stricter
traceability—raising operating costs but enabling higher-margin markets.
237Threats & Challenges:
•The Indian CO₂ market is structurally dependent on by-product
recovery from ammonia, hydrogen, ethanol, and refinery operations.
Any planned or unplanned shutdowns, maintenance cycles, or
Dependence on By-
feedstock disruptions in these industries directly impact CO₂
Product Sources and
availability. Policy-driven changes—such as fertilizer subsidy
Supply Volatility
rationalization or fluctuations in ethanol blending mandates—can
further affect operating rates of source plants, leading to periodic CO₂
shortagesandsupplyuncertaintyfordownstreamusers.
•CO₂ production involves energy-intensive processes including
compression, drying, liquefaction, and refrigerated storage. Rising
electricity tariffs, higher fuel costs, and inflation in spares and
Rising Energy,
maintenance are steadily increasing operating expenses. In parallel,
Purification, and
compliance with safety, quality, and licensing frameworks (PESO
Compliance Costs
approvals, Gas Cylinder Rules, BIS and FSSAI norms) adds both capital
and recurring costs, compressing margins—particularly for small and
mid-sizedproducers.
•The industry operates under a stringent regulatory framework
covering cylinder safety, transport, filling operations, and quality
standards. Compliance with PESO licensing, Gas Cylinder Rules, BIS
Regulatory
specifications, and, where applicable, FSSAI or pharmacopeia
Compliance and
requirements demands continuous investment in testing infrastructure,
Safety-Related Cost
documentation, audits, and staff training. Any lapse can result in
Burden
operational shutdowns, license suspension, or penalties. For smaller
and decentralized players, the cost and administrative burden of
compliance isbecomingincreasingly challenging.
•CO₂ distribution requires specialized cryogenic tankers, cylinders, and
skilled handling personnel, all of which involve high capital and
operating costs. Long transport distances between source plants and
Logistics Constraints demand centers increase freight expenses, transit losses, and supply
and Infrastructure risks. Infrastructure limitations in Tier II and Tier III cities—such as
Limitations poor road connectivity and lack of bulk storage facilities—further
constrain market penetration and service reliability. Availability of
cryogenic transport equipment remains a bottleneck during peak
demandperiods.
•Demand for CO₂ in India exhibits strong seasonality, with sharp peaks
during summer months driven by food and beverage consumption, and
relatively subdued demand during monsoons and winters. Industrial
Seasonal Demand
offtake also fluctuates with manufacturing cycles. This uneven demand
Cyclicality and Asset
profile leads to underutilization of liquefaction units, storage tanks, and
Underutilization
transport fleets during off-peak periods, adversely affecting asset
productivity and return on capital. Managing this cyclicality remains a
keyoperationalandfinancial challenge.
•Ensuring consistent quality across batches and maintaining segregation
between different grades of CO₂ is becoming increasingly critical.
Quality Assurance, Moisture ingress, hydrocarbon carryover, or cross-contamination can
Contamination Risk, lead to batch rejection, customer complaints, and reputational damage.
and Customer Large institutional buyers—especially in food, pharmaceuticals, and
Expectations electronics—are demanding stricter quality assurance, traceability, and
real-time analytics. This raises the entry barrier and operational
complexityforsupplierswithlimitedanalytical andQAcapabilities.
238Growth Forecast: Indian commercial & industrial grade carbon dioxide industry
The Indian commercial and industrial-grade carbon dioxide market is projected to maintain a steady upward trajectory
from FY2025 to FY2030, with the market value expected to increase from INR 37.3 billion to INR 51.1 billion. This
forecast growth reflects expanding industrial utilisation of CO₂ across both process-driven and application-specific uses,
supported by rising scale, standardisation, and formalisation of downstream industries.
Expected Growth in Indian Commercial & Industrial Grade Carbon Dioxide Market (INR
Bn)
51.1
48.0
45.0
42.3
39.7
37.3
FY 2025 FY 2026F FY 2027F FY 2028F FY 2029F FY 2030F
Source: D&B Research Estimates
At a projected CAGR of 6.5% over FY 2025–30, market expansion is expected to be driven by higher penetration of
CO₂-intensive applications, improved recovery and purification infrastructure, and greater integration of captive CO₂
sourcing within industrial clusters. The consistent year-on-year increase indicates structural demand rather than cyclical
spikes, suggesting a resilient growth profile anchored in industrial modernisation, quality compliance requirements, and
increased use of CO₂ as a controlled, functional input rather than a by-product.
Projected market segmentation scenario-
The FY 2030 end-user split indicates a gradual rebalancing of India’s CO₂ demand toward applications with structurally
rising utilisation intensity, rather than a sharp shift in consumption patterns across industries. Demand growth is
increasingly anchored in process-critical and volume-intensive applications, where CO₂ usage is embedded into routine
operations such as carbonation, controlled atmospheres, chemical synthesis, and recovery processes. This results in a
stable demand trajectory, with incremental share shifts reflecting operational deepening rather than disruptive changes in
end-use behaviour.
239India CO2 Market -Expected Growth in Segmentation by End
User Industry (FY 2030 Share by %)
5%
6%
14% Food &
Beverage, 42%
13%
20%
Source: D&B Research Estimates
Food & Beverage remains the largest consumer at 42% of total demand, reflecting sustained growth in packaged foods,
cold-chain logistics, and beverage carbonation, where CO₂ usage scales directly with output volumes. Chemicals, despite
a marginal share moderation to 20%, continue to represent a structurally important segment due to CO₂’s role as an input
gas and processing aid rather than a discretionary consumable. Oil & Gas (EOR) expands its share to 14%, indicating
rising industrial utilisation intensity and wider application of recovery-oriented processes. Metal working sees a measured
decline to 13%, reflecting efficiency improvements and process optimisation, while healthcare maintains a steady 6%
share, underscoring its non-cyclical, quality-driven demand profile. Overall, the FY 2030 mix highlights a maturing CO₂
market characterised by predictable demand growth, higher utilisation per user, and increasing dependence on reliable,
high-purity supply rather than rapid end-user diversification.
Competitive Landscape
Across ethanol, Carbon Capture and Utilisation (CCU), and the CO₂ value chain, integration and scale are emerging
as the key competitive differentiators. Ethanol plants are increasingly viewed as strategic CO₂ sources, while CCU
capabilities are enhancing the long-term relevance of heavy emitters and industrial gas suppliers. Players that combine
production efficiency, technology partnerships and downstream utilisation integration are best positioned to strengthen
market share as regulatory pressure, sustainability commitments and demand for low-carbon solutions intensify.
India’s ethanol industry is characterised by a fragmented but rapidly consolidating structure, led by large sugar
manufacturers, cooperative sugar mills and a growing base of grain-based distilleries. Integrated players with multi-
feedstock capabilities and long-term supply agreements with Oil Marketing Companies (OMCs) enjoy clear competitive
advantages through scale, assured offtake and pricing visibility. Rising entry barriers driven by capital intensity,
regulatory compliance and feedstock logistics—are encouraging smaller players to pursue partnerships and brownfield
expansions rather than greenfield capacity additions.
The CCU landscape in India remains early-stage and technology-led, with competition shaped by access to capture
technologies, utilisation pathways, and project economics rather than deployment scale. Global engineering firms,
industrial gas companies and technology providers dominate the competitive landscape through proprietary capture
processes and utilisation know-how. Domestic participation is largely anchored in pilot projects and industrial
collaborations involving cement, steel, refining and chemicals, with competitive positioning influenced by regulatory
readiness, funding access and alignment with long-term industrial decarbonisation strategies.
The industrial and commercial CO₂ market in India reflects a moderately consolidated structure, led by multinational
industrial gas companies alongside established domestic producers. Large players operate integrated CO₂ recovery
systems linked to ammonia, hydrogen, ethanol and natural gas processing units, providing structural cost advantages,
consistent feedstock access and the ability to supply high-purity CO₂ at scale. Strong logistics capabilities such as bulk
liquid transport, on-site storage and long-term contracts with food & beverage, healthcare and large industrial
customers—further reinforce their dominance in high-volume and high-specification segments.
Competition is driven by integrated industrial gas players and established domestic producers that benefit from long-term
recovery agreements, multi-location sourcing and strong distribution infrastructure. Increasing regulatory focus,
240sustainability commitments and quality requirements are raising entry barriers and favouring players with secure
feedstock linkages, technological capabilities and reliable supply networks.
Smaller and regional suppliers compete primarily through geographic proximity, flexible delivery models and lower
logistics costs, catering mainly to industrial-grade and selective food-grade demand within defined regions. However,
competitive intensity is increasing as end-use industries place greater emphasis on supply reliability, traceability and
compliance with stringent quality standards, particularly in food, medical and electronics applications. This is driving
higher investment in purification systems, redundancy infrastructure and certification, raising entry barriers.
Simultaneously, deeper integration between ethanol production, CCU initiatives and CO₂ recovery is reshaping
competition in favour of players that can secure captive CO₂ sources and offer long-term supply stability in an
increasingly sustainability-driven regulatory environment
Analysis of factors shaping competition
Scale of Purity Standards, Contractual Customer
Access to Captive
Operations and Certification, and Relationships and Diversification
CO₂Sources
Logistics Strength Traceability Supply Reliability and End-Use Mix
➢ Access to Captive CO₂ Sources
Reliable access to captive CO₂ streams from ammonia, hydrogen, ethanol, fertiliser, or gas-processing plants remains the
single most important competitive factor. Players with long-term recovery agreements benefit from predictable input
costs, reduced exposure to market volatility, and higher plant utilisation, allowing them to price more competitively and
offer assured supply to downstream customers.
➢ Scale of Operations and Logistics Strength
Operating scale, supported by liquefaction units, cryogenic storage, tanker fleets, and cylinder filling infrastructure,
directly influences cost efficiency and market coverage. Larger suppliers can optimise logistics over wider geographies,
balance demand fluctuations across customer segments, and support bulk offtake contracts that smaller players often
struggle to service.
➢ Purity Standards, Certification, and Traceability
Growing demand from food & beverage, medical, pharmaceutical, and electronics end users has elevated the importance
of stringent quality control. Competitive advantage increasingly lies in advanced purification technologies, continuous
monitoring systems, and compliance with national and international standards, enabling access to higher-margin
segments.
➢ Contractual Relationships and Supply Reliability
The establishment of strategic partnerships between CO₂ producers, industrial gas companies, and end-use customers has
become a critical component of the CO₂ industry, facilitating reliable supply, operational efficiency, cost optimization,
and long-term demand stability. These collaborative relationships are formed upon a framework of trust, mutual
cooperation, and aligned objectives, enabling both parties to efficiently scale their operations and generate value. In
addition, customers are highly selective in appointing new CO₂ suppliers, given the critical role of CO₂ in manufacturing
and processing operations across industries, the stringent requirements relating to product quality and supply reliability,
and the high costs and operational risks associated with switching suppliers, particularly where uninterrupted supply is
essential. Hence, selection process for the suppliers is time and cost intensive, creating a meaningful entry barrier for
new industry players.
➢ Customer Diversification and End-Use Mix
241Suppliers serving a diversified mix of industrial, commercial, and specialty applications are better positioned to manage
cyclicality in individual sectors. This diversification improves revenue stability and strengthens competitive positioning
across demand cycles.
Notable Entry Barriers in the Industrial & Commercial Carbon Dioxide Sector
High Capital Logistics
Dependence
and Intensity and
on Anchor
Operating Regional
Industrial
Cost Market
Sources
Thresholds Limitations
Regulatory, Technology
Safety, and and
Certification Integration
Burden Complexity
➢ High Capital and Operating Cost Thresholds
The CO₂ business requires substantial upfront investment in capture, purification, liquefaction, storage, and safety
systems, along with ongoing expenditure on maintenance, compliance, and quality testing. These cost structures limit
entry to financially strong players.
➢ Dependence on Anchor Industrial Sources
New entrants must secure consistent, long-term access to industrial CO₂ emitters, which is increasingly challenging as
established suppliers lock in recovery rights. Without such linkages, standalone CO₂ production is rarely economical.
➢ Regulatory, Safety, and Certification Burden
Meeting regulatory requirements for food-grade, medical-grade, and hazardous material handling involves complex
approvals, audits, and documentation. These processes add time, cost, and operational risk for new participants.
➢ Logistics Intensity and Regional Market Limitations
One of the three components of CCU value chain is transportation of CO2. Due to its physical characteristics, CO₂
requires specialised cryogenic containers and handling systems for safe and efficient transportation. Due to these
limitations, the availability of a comprehensive end-to-end logistics infrastructure is essential to achieve cost efficiency
and maintain a competitive supply chain. Building a competitive logistics footprint from scratch involves significant
capital investment and operational expertise, creating a notable entry barrier for new players.
➢ Technology and Integration Complexity
As the industry increasingly aligns with CCU, low-carbon supply chains, and digital monitoring systems, entrants face
higher technical and execution risks. This raises both the learning curve and the investment needed to compete effectively.
242Peers Profiling:
Company Name Overview
Linde India Limited, formerly BOC India Limited, is an industrial gases and
engineering company established in 1935, headquartered in Kolkata, with over 35
production facilities and bottling units across the country as part of the global Linde
plc network. The company’s product portfolio includes industrial, medical, and
specialty gases (such as oxygen, nitrogen, argon, and high-purity gases) along with
engineering solutions including design, supply, installation, and commissioning of
air separation units (ASUs), PSA nitrogen plants, and gas distribution systems.
Linde India Limited
Linde India operates air separation plants, cylinder bottling units, and a fleet of
cryogenic bulk tankers, supporting manufacturing and supply capabilities for both
bulk and packaged gas production. The company serves various customer
segments, including steel and metals, chemicals and energy, healthcare,
manufacturing, food and beverage, electronics, and other industrial sectors,
providing gases, related services, and engineered solutions to support process
efficiency, safety, and sustainability across India.
Ellenbarrie Industrial Gases Limited, incorporated in 1973 and headquartered at
Kolkata, West Bengal, India, with a branch office in Hyderabad, Telangana,
operates multiple production facilities across India. The company produces a range
of industrial and medical gases, including oxygen (compressed and liquid),
nitrogen, argon, carbon dioxide, helium, hydrogen, nitrous oxide, acetylene,
synthetic air, special gases, welding mixtures, dry ice, and medical gases for
Ellenbarrie Industrial Gases hospitals and healthcare applications. Its manufacturing capability includes air
Limited separation units, hydrogen electrolyzers, and cylinder filling stations at locations
such as Uluberia, Parawada, Jadcherla, Kalyani, Panagarh, Kharagpur, Naganar,
and Kurnool, supplying gases via pipelines, tankers, and cylinders. Ellenbarrie
serves a variety of customer segments, including steel and manufacturing
industries, pharmaceuticals and chemicals, healthcare facilities, engineering and
infrastructure sectors, railways and aerospace organisations, petrochemical firms,
defence, power and energy, electronics, food and beverages, and animal husbandry.
India Glycols Limited is an Indian green-technology chemicals company,
incorporated on 19 November 1983 (originally as UP Glycols Limited and renamed
in 1986) with headquarters in Noida, Uttar Pradesh. It manufactures and supplies a
broad portfolio of bio-based, specialty and performance chemicals — including
glycols, ethoxylates, glycol ethers and acetates, natural gums, bio-polymers,
India Glycols Limited industrial gases and potable alcohol serving diversified industry segments such as
textile, agrochemical, oil & gas, personal care, pharmaceuticals, paints & coatings,
automotive and food ingredients across domestic and international markets. The
company also has business verticals like Potable Spirits and Ennature Biopharma,
and its products are tailored to both industrial and consumer customers around the
world.
243Financial KPI Benchmarking:
Ellenbarrie Industrial Gases
Punjab Carbonic Limited Linde India Limited India Glycols Limited
Particular Unit Limited
FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023
Revenue from (₹ in
48,817.39 13,652.86 11,037.78 2,48,537.60 2,76,866.90 3,13,552.00 31,248.30 26,947.50 21,679.18 9,03,895.08 7,92,154.42 6,64,164.04
Operations Lakhs)
(₹ in
Profit After Tax 2,621.44 634.57 728.43 45,484.50 43,408.60 53,805.90 8,328.90 4,528.90 3,576.60 23,092.45 17,299.31 14,104.34
Lakhs)
Operating Cash (₹ in
3,194.14 1,515.96 (567.31) 58,359.50 43,695.50 62,918.40 427.50 4,374.70 5,574.91 36,211.15 43,852.53 32,571.14
Flows Lakhs)
(₹ in
EBITDA 4,823.38 1,735.67 1,296.84 77,212.30 71,007.30 77,283.30 10,973.60 6,153.00 5,095.48 55,734.07 41,902.17 33,503.60
Lakhs)
EBITDA Margin (In %) 9.88 12.71 11.75 31.07 25.65 24.65 35.12 22.83 23.50 6.17 5.29 5.04
Return on Equity
(In %) 55.37 21.20 26.10 12.48 13.14 18.38 18.44 11.74 10.41 10.72 8.75 7.64
(RoE)
Gross Fixed Asset (In
1.89 0.57 1.13 0.71 0.86 1.06 0.65 0.59 0.64 2.07 2.14 2.13
Turnover Ratio Times)
Operating Cash (In
0.66 0.87 (0.44) 0.76 0.62 0.81 0.04 0.71 1.09 0.65 1.05 0.97
Flow to EBITDA Times)
Note: Standalone financial statements have been used for Ellenbarrie Industrial Gases Limited, while consolidated financial statements have been considered for the remaining companies.
244Formulas:
Parameter Formula
Revenue from operations means the revenue from operations as appearing in the
Revenue From Operations
restated statement of profit & loss for the relevant year/period.
Profit for the period/ year (“PAT”) means profit for the year/ period as appearing in
Profit After Tax
the statement of profit and loss for the relevant period / year.
Operating Cash flows is Cash flow from operations as derived from Restated
Operating Cash Flows
Consolidated Financial Information/Audited Financial Information.
EBITDA refers to earnings before interest, tax, depreciation and amortization and is
calculated as sum of Profit before tax for the period/year, finance cost, depreciation
EBITDA and amortization expense as reduced by other income. For the purpose of listed peer,
earning from associate/joint-venture has not been considered for the calculation of
EBITDA
EBITDA Margin (%) is calculated as EBITDA as a percentage of Revenue from
EBITDA Margin
operations
Return on Equity (ROE) % is computed as profit/ (loss) for the period/ year
attributable to owners of the parent as divided by average equity attributable to
Return on Equity (RoE) owners of the shareholders. Average equity attributable to owners of the shareholders
is calculated as average of equity attributable to owners of the shareholders as at the
beginning and at the end of the year/period
Gross Fixed Asset Turnover Gross Fixed Assets Turnover Ratio is calculated as Revenue from Operations divided
Ratio by Gross block of Property, Plant and Equipment
Operating Cash Flow to Operating Cash Flow to EBITDA is calculated as Operating Cash Flow divided by
EBITDA EBITDA
245OUR BUSINESS
Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months ended
March 31 of that year. Unless otherwise indicated, the financial information included herein is based on our Restated
Consolidated Financial Information included in this Draft Red Herring Prospectus. In this Draft Red Herring Prospectus
our financial statements as of and for the six months ended September 30, 2025 and as of and for the financial years
ended March 31, 2025, March 31, 2024 and March 31, 2023, are on a consolidated basis. For further information, see
‘Restated Consolidated Financial Information’ on page 325. Our Company has acquired Punjab Fusion Private Limited
(“PFPL”) pursuant to a transfer of equity shares effective as at December 31, 2024. Subsequently, with effect from June,
2025, PFPL became a wholly owned subsidiary of our Company. Prior to the completion of the acquisition of PFPL by
us, PFPL was under the control of our Promoters and members of our Promoter Group. For further information, see
“History and Certain Corporate Matters—Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc.” on page 291. Accordingly, the Restated
Consolidated Financial Information has been prepared after consolidated the operations of PFPL, in accordance with
the requirements of Appendix C to Ind AS 103, Business Combinations with effect from April 1, 2022 as these transactions
are considered common control transactions under Appendix C of Ind AS 103.
We have, in this Draft Red Herring Prospectus, included various operational and financial performance indicators and
certain non-GAAP measures, some of which may not be derived from our Restated Consolidated Financial Information
and may not have been subjected to an audit or review by our Statutory Auditor, and 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. The manner in which such operational and financial performance indicators are calculated
and presented, and the assumptions and estimates underlying, used in such calculation, may vary from that used by other
similarly placed companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue
reliance on such information in making an investment decision and are cautioned that they should consult their own
advisors and evaluate such information in the context of the Restated Consolidated Financial Information and other
information relating to our business and operations included in this Draft Red Herring Prospectus.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled ‘Industry
Report on Ethanol, Carbon Capture Utilization (CCU), and Carbon Dioxide’ dated March 30, 2026 prepared by Dun &
Bradstreet (“Dun & Bradstreet Report”). The Dun & Bradstreet Report has been exclusively commissioned, and paid
for, by our Company pursuant to an engagement contract dated December 06, 2025. A copy of the Dun & Bradstreet
Report shall be made available at www.punjabcarbonic.com/investorsCircle from the date of filing of the Red Herring
Prospectus till the Bid / Offer Closing Date. Our Company, Subsidiaries, Directors, Promoters and Promoter Group and
are not related to Dun & Bradstreet in any manner whatsoever. Unless otherwise indicated, all industry and other related
information derived from the Dun & Bradstreet Report and included herein with respect to any particular year refers to
such information for the relevant calendar year. See ‘Certain Conventions, Presentation of Financial, Industry and
Market Data and Currency of Presentation’ and ‘Risk Factors – This Draft Red Herring Prospectus contains information
from an industry report prepared by Dun & Bradstreet which our Company has commissioned and paid for.’ on pages
19 and 69, respectively.
OVERVIEW
We are an integrated carbon capture and utilisation (“CCU”) and industrial gas solutions company engaged in the
manufacturing, recovery, supply and distribution of liquid carbon dioxide (“CO₂”) and dry ice, including the design and
execution of CO₂ recovery and refining infrastructure. With over three decades of operating history, our business model
is anchored in converting unavoidable fermentation‑based CO₂ emissions into high‑purity, commercially valuable
products, thereby supporting a circular carbon economy. We, along with our wholly-owned Subsidiary Punjab Fusion
Private Limited (“PFPL”), are engaged in the production, supply and distribution of CO and dry ice, along with the
2
supply and setting up of CO recovery unit (“CRU”) within distilleries. We produce high purity liquid CO meeting the
2 2,
International Society for Beverage Technologists (“ISBT”) standards. With an annual installed capacity of 259,200
metric tonne as of March 31, 2025, we cater to a wide range of industries, including food and beverages (“F&B”),
automobiles, chemicals and fertilizers, healthcare & pharma and aviation, with established presence across North, South,
West and Central India. In addition, we have also commenced ethanol manufacturing operations viz, the manufacture
and sale of fuel‑grade ethanol through our Subsidiary, Pancarbo Greenfuels Private Limited (“PGPL”).
246As on the date of this Draft Red Herring Prospectus, we operate a total of 17 CO₂ recovery units (“CRUs”) across India,
of which nine (9) units are operated under the Build-Own-Operate (BOO) model, wherein the CRUs are built, owned
and operated by our Company, with full capital expenditure and operational responsibility assumed by us, and eight (8)
units are operated under an asset-light model, wherein CRUs are installed, operated and maintained by our Company
without ownership of the underlying assets. Additionally, 14 of these 17 CRUs are operated by our Company, while the
remaining 3 units are operated by PFPL. For further details, see “- Our Business Operations – Our Business Verticals”
on page 261 below. Our operations are supported by a self-owned fleet of 55 CO transportation tankers, as on September
2
30, 2025, held by us and PFPL, which enhances the efficiency, reliability and reach of our pan-India distribution network.
Our CRUs are designed for converting impure CO into high-purity liquid CO and dry ice, enabling environment-friendly
2 2
production and offering industrial by-product monetisation opportunities. We operate some of our CRUs in partnership
with several distilleries, including Privilege Industries Limited and Assago Industries Private Limited among others. In
addition, we serve as a comprehensive solutions provider for turnkey CO₂ recovery systems, having successfully
delivered 26 projects to date, including the 17 CRUs operated by our Company and the 9 plants sold by the Company on
a turnkey basis, including international commissioned orders for exporting turnkey plants to Sri Lanka and Zambia. As
on the date of the Draft Red Herring Prospectus, we have 7 installations further in the pipeline, including order for
installation of a CRU in Uganda. For further details, see “- Our Business Operations – Our Business Verticals” on page
261 below.
Our journey
Our Company was incorporated in 1992 as a private limited company under the name and style of Punjab Carbonic
Private Limited and commenced operations in the trading of packaged CO₂ in 1993. In 1994, our Company installed its
first CO recovery and manufacturing plant in a fertilizer-based company and commenced the business of commercial
2
manufacturing and supply of CO . Over the subsequent years, our Company strengthened its quality and operational
2
capabilities, including the establishment of quality control laboratories at Bathinda, in 2001. In 2008, our Company
adopted distillery-based fermentation for CO₂ recovery and established fermentation-based CRUs in Indore, Madhya
Pradesh, marking a strategic shift towards recovery-based production.
Our Company further developed turnkey project execution capabilities, undertaking the supply, installation and
commissioning of its first turnkey CRU in Andhra Pradesh in 2011, followed by additional turnkey installations,
including a plant in Karimnagar, Telangana in 2012, Bilaspur, Chhattisgarh in 2013 and Dera Bassi, Punjab in 2014. Our
Company continued to expand its food-grade CO₂ portfolio through multiple projects between 2016 and 2019 under
various O&M and asset-light structures, and also assumed operations of an existing CO₂ recovery plant under an asset-
light model during this period. Our Company’s international presence commenced with the supply, installation and
commissioning of a CRU in Zambia in 2022.
In 2022, our Company diversified into the ethanol manufacturing sector through its Subsidiary, Pancarbo Greenfuels
Private Limited, by establishing a 150 KLPD grain-based ethanol manufacturing facility at Village Lehri, Punjab
(“Ethanol Distillery”). In 2024, our Company commissioned a project engineering contract in Sri Lanka, further
expanding our international operations. Additionally, PGPL entered into a long-term ethanol off-take arrangement with
public-sector oil marketing companies in 2023, strengthening its ethanol operations.
Geographical presence
We have built operational and distribution capabilities across North, West, South and Central India, supported by a pan-
regional infrastructure and an experienced logistics team. Our operations are anchored by a self-owned fleet of mobile
CO₂ transportation tankers, enabling efficient, flexible, and scalable transportation of liquid CO₂ across long and short
haul routes.
We have an established presence across more than 23 states and union territories in India and have also provided our
products and services in four countries, namely Sri Lanka, Nepal, Zambia and Morocco, during the six-month period
ended September 30, 2025 and the last three Fiscals.
Geographical expansion of our business operations in India
247The following table sets forth a breakdown of revenue from operations by geography for the period/years indicated:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Sale of product/services from India
North India(1) 21,538.77 77.09 39,480.11 80.87 8,106.27 59.37 5,686.54 51.52
South India(2) 1,712.18 6.13 4,211.19 8.63 2,405.02 17.62 2,575.03 23.33
West India(3) 4,487.29 16.06 4,376.00 8.96 2,094.29 15.34 1,675.46 15.18
East India(4) 59.19 0.21 234.81 0.48 411.33 3.01 411.10 3.72
Central India(5) 142.09 0.51 418.40 0.86 389.86 2.86 389.35 3.53
Total (A) 27,939.52 100.00 48,720.51 99.80 13,406.77 98.20 10,737.48 97.28
Sale of product/services outside India
Sri Lanka - - 97.06 0.20 233.23 1.71 - -
248Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Nepal - - (0.18) (0.00) 12.86 0.09 16.43 0.15
Zambia - - - - - - 245.33 2.22
Morocco - - - - - - 38.54 0.35
Total (B) - - 96.87 0.20 246.09 1.80 300.30 2.72
Grand Total 27,939.52 100.00 48,817.39 100.00 13,652.86 100.00 11,037.78 100.00
(A+B)
^Not Annualised
Notes:
(5) North India States and UTs consists of Rajasthan, Punjab, Haryana, Uttar Pradesh, Delhi (UT), Jammu & Kashmir (UT),
Himachal Pradesh, Chandigarh (UT) and Uttarakhand;
(6) South India States and UTs consists of Andhra Pradesh, Karnataka, Telangana and Tamil Nadu;
(7) West India States and UTs consists of Gujarat, Maharashtra, Goa and Dadra & Nagar Haveli and Daman & Diu (UT);
(8) East India States and UTs consists of West Bengal, Odisha, Bihar and Assam; and
(9) Central India States and UTs consists of Madhya Pradesh and Chhattisgarh.
Key financial and operational metrics
The table below highlights our key performance indicators across financial and operational metrics:
Six
months
Sr. period Fiscal Fiscal Fiscal
Key Performance Indicators (KPIs) Unit
No. ended 2025 2024 2023
September
30, 2025^
GAAP Measures
16. Revenue from Operations (₹ in lakhs) 27,939.52 48,817.39 13,652.86 11,037.78
17. Profit After Tax (₹ in lakhs) 2,618.52 2,621.44 634.57 728.43
18. Operating Cash Flows (₹ in lakhs) 3,571.36 3,194.14 1,515.96 (567.31)
Non - GAAP Measures
19. EBITDA (₹ in lakhs) 3,724.98 4,823.38 1,735.67 1,296.84
20. EBITDA Margin (In %) 13.33 9.88 12.71 11.75
21. Return on Equity (RoE) (In %) 32.74 55.37 21.20 26.10
22. Gross Fixed Asset Turnover Ratio (In times) 1.02 1.89 0.57 1.13
23. Operating Cash Flow to EBITDA (In times) 0.96 0.66 0.87 (0.44)
Operational Metrics
24. Total Operational capacity of CO₂ Segment (In MT) 1,37,230 2,59,520 2,18,600 1,96,200
25. Utilised capacity of CO₂ Segment (In MT) 85,881 1,58,746 1,51,213 1,50,421
26. Operational CRUs (In numbers) 17 15 14 12
27. CO₂ Revenue Yield per MT (In ₹) 6,397.16 7,135.58 6,306.98 6,136.15
28. Total Operational capacity of Ethanol Segment (In kilo 27,000 54,000 4,500 -
litres)
29. Utilised capacity of Ethanol Segment (In kilo 26,555 43,500 3,567 -
litres)
30. Ethanol Revenue Yield per Litre (In ₹) 68.74 69.77 64.40 -
^Not annualized
Notes:
16. Revenue from operations is as per the restated consolidated statement of profit and loss for the relevant period / year.
17. Profit for the period/ year (“PAT”) means profit for the year/ period as appearing in the restated consolidated statement of profit
and loss for the relevant period / year.
18. Operating Cash flows is Cash flow from operations as derived from Restated Consolidated Financial Information.
24919. EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as sum of Profit before tax for the
period/year, finance cost, depreciation and amortization expense as reduced by other income.
20. EBITDA Margin (%) is calculated as EBITDA as a percentage of Revenue from operations.
21. Return on Equity (ROE) % is computed as profit/ (loss) for the period/ year attributable to owners of the parent as divided by
average equity attributable to owners of the shareholders. Average equity attributable to owners of the shareholders is calculated
as average of equity attributable to owners of the shareholders as at the beginning and at the end of the year/period.
22. Gross Fixed Assets Turnover Ratio is calculated as Revenue from Operations divided by Gross block of Property, Plant and
Equipment (before depreciation and excluding Right-to-use assets).
23. Operating Cash Flow to EBITDA is calculated as Operating Cash Flow divided by EBITDA.
24. Total Operational capacity of CO₂ Segment pertains to aggregate installed capacity of CO2 recovery unit (CRU) in the respective
financial year/period.
25. Utilised capacity of the CO₂ Segment refers to the actual volume of CO₂ processed and purified through the respective CRUs
during the respective financial year/period.
26. Operational CRUs as at the end of respective financial year/period.
27. CO₂ Revenue Yield per MT is calculated as revenue generated from the sale of CO₂ (including sale of dry ice) divided by the total
volume of CO₂ processed and purified (in MT) during the respective financial year/period.
28. Total Operational capacity of Ethanol Segment pertains to aggregate installed capacity of ethanol manufacturing facility during
the respective financial year/period.
29. Utilised capacity of the Ethanol Segment refers to the kilolitres of ethanol produced during the respective financial year/period.
30. Ethanol Revenue Yield per Litre is calculated as revenue generated from the sale of ethanol (excluding sale of DGS) divided by
the total volume of ethanol sold (in litres) during such period.
Set out below is a brief explanation of the manner in which our Company’s management uses the financial and operational
metrics set out above to track or monitor the operational and/or financial performance of our Company.
KPIs Explanation Relevance
Financial metrics
Revenue from Revenue is defined as Income arising in the Tracking Revenue from operations enable the
Operations course of an entity’s ordinary activities. company to analyse the overall financial and
business performance and the size of overall
business.
Profit After Tax Profit or loss is the total of income less Profit/(Loss) for the period/year represents the
expenses, excluding the components of other Company’s net earnings after accounting for all
comprehensive income. expenses, including taxes. It directly impacts
shareholder returns and provides an indication
of the company’s financial performance after
considering all operating, financing, and tax-
related costs.
Operating Cash Operating cash flows refers to cash flows from This metric enables us to assess the cash
Flows operating activities. Operating activities are the generated from core business operations and
principal revenue-producing activities of the evaluate the sustainability of earnings and
entity and other activities that are not investing ability to fund working capital requirements
or financing activities. and future growth.
EBITDA EBITDA represents the earnings of the It enables the company to evaluate its operating
Company before interest, taxes, depreciation performance by eliminating the impact of
and amortization as reduced by other income. financing decisions, tax structures and non-
cash depreciation and amortisation expenses.
EBITDA Margin EBITDA Margin represents EBITDA EBITDA margin indicates operating
expressed as a percentage of revenue from profitability and efficiency in managing
operations. operating costs relative to revenue.
Return on Equity Return on equity represents profit/(loss) after RoE measures the return generated on
(RoE) tax attributable to owners of the parent divided shareholders’ investment and reflects the
by average shareholders’ equity during the efficiency with which company utilise equity
relevant period. capital to generate profits.
Gross Fixed Asset Gross Fixed Asset Turnover Ratio measures This ratio helps in assessing how effectively the
Turnover Ratio the efficiency with which a company utilizes its company is deploying its capital investments in
gross fixed assets (before depreciation and fixed assets to drive revenue. A higher ratio
excluding Right-to-use assets) to generate indicates better utilization of assets and
revenue. operational efficiency, while a lower ratio may
suggest underutilization in fixed assets.
Operating Cash Flow Operating Cash Flow to EBITDA represents This metric enables the company to evaluate
250KPIs Explanation Relevance
to EBITDA the ratio of Operating Cash Flow to EBITDA the conversion of operating earnings into cash.
during the relevant period.
Operational metrics
Operational CRUs Operational CRUs refer to the number of CO₂ This metric enables the company to assess the
recovery units that are operational during the scale and geographical spread of CO₂ recovery
relevant period. operations.
CO₂ Revenue Yield CO₂ revenue yield per MT represents the This metric enables the company to evaluate
per MT average revenue realised per MT of CO₂ the average realisation from the produced CO₂
processed and purified during the relevant and supports strategic decision-making on
period. pricing, production planning.
Ethanol Revenue Ethanol revenue yield per litre represents the This metric enables the company to evaluate
Yield per Litre average revenue realised per litre of ethanol the average realisation from ethanol sales and
sold during the relevant period. assess pricing trends in the ethanol segment.
Total Operational Total operational capacity of the CO₂ segment This metric enables the company to evaluate
capacity of CO₂ refers to the aggregate installed processing and the scale of CO₂ processing infrastructure and
Segment purification capacity of CO₂ across operational its ability to cater to demand for liquid CO₂ and
CO recovery units (“CRUs”). dry ice.
2
Utilised capacity of Utilised capacity of the CO₂ segment refers to This metric enables the company to assess the
CO₂ Segment the actual volume of CO₂ processed and utilisation levels of installed infrastructure and
purified through the respective CRUs during the operational efficiency of CO₂ processing
the relevant period. facilities.
Total Operational Total operational capacity of the ethanol This metric enables the company to evaluate
capacity of Ethanol segment refers to the aggregate installed the scale of ethanol manufacturing operations
Segment production capacity of ethanol at ethanol and ability to meet demand for fuel-grade
manufacturing facility. ethanol.
Utilised capacity of Utilised capacity of the ethanol segment refers This metric enables the company to evaluate
Ethanol Segment to the actual volume of ethanol produced the utilisation of installed production capacity
during the relevant financial year or period. and the operational efficiency of ethanol
manufacturing operations.
COMPETITIVE STRENGTHS
Long standing customer relations with established domestic clientele
The establishment of strategic partnerships between CO₂ producers, industrial gas companies, and end-use customers has
become a critical component of the CO₂ industry, facilitating reliable supply, operational efficiency, cost optimization,
and long-term demand stability. In addition, customers are highly selective in appointing new CO₂ suppliers, given the
critical role of CO₂ in manufacturing and processing operations across industries, the stringent requirements relating to
product quality and supply reliability, and the high costs and operational risks associated with switching suppliers,
particularly where uninterrupted supply is essential. Hence, selection process for the suppliers is time and cost intensive,
creating a meaningful entry barrier for new industry players (Source: Dun & Bradstreet Report).
We have built long-standing supply relationships with customers across these segments. As of September 30, 2025, our
top five and top ten customers in the CO₂ segment have been associated with us for an average period of 19 years and 18
years, respectively. The table set forth below presents a breakdown of revenue from top 10 customers, under our CO
2
and dry ice manufacturing vertical, segregated based on the duration of the customer relationship:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Tenure of % of total % of total % of total % of total
Customer revenue revenue revenue revenue
Amount Amount Amount Amount
relation from the from the from the from the
(in ₹ (in ₹ (in ₹ (in ₹
sale of sale of sale of sale of
lakhs) lakhs) lakhs) lakhs)
CO and CO and CO and CO and
2 2 2 2
dry ice dry ice dry ice dry ice
Upto 5 years 141.48 2.55 - - - - 425.36 4.61
251Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Tenure of % of total % of total % of total % of total
Customer revenue revenue revenue revenue
Amount Amount Amount Amount
relation from the from the from the from the
(in ₹ (in ₹ (in ₹ (in ₹
sale of sale of sale of sale of
lakhs) lakhs) lakhs) lakhs)
CO and CO and CO and CO and
2 2 2 2
dry ice dry ice dry ice dry ice
Upto 10 years 257.81 4.65 439.27 3.87 585.88 6.13 583.32 6.32
Upto 20 years 846.56 15.25 904.27 7.96 884.21 9.25 783.59 8.49
Upto 30 years 2,309.24 41.61 4,129.74 36.36 3,732.28 39.03 3,865.78 41.88
^Not Annualised
At the same time, we seek to maintain a diversified customer base by continuously acquiring new customers across our
CO₂ and project engineering segments. The total number of new customers acquired by us during the six months period
ended September 30, 2025 and in Fiscals 2025, 2024 and 2023 was 112, 230, 142 and 205, respectively. Set forth below
is a breakdown of the total customers served by us and its breakdown during the six months period ended September 30,
2025 and in Fiscals 2025, 2024 and 2023:
Six months period
Particulars ended September Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025^
Total customers served 425 569 439 398
New customers served 112 230 142 205
Revenue from new
503.79 6,806.25 3,068.57 1,251.60
customers (in ₹ lakhs)
Revenue from new
customers served as % of
1.80 13.94 22.48 11.34
total revenue from
operations (in %)
Repeat customers served* 313 339 297 193
Revenue from repeat
27,435.73 42,011.14 10,584.29 9,786.18
customers (in ₹ lakhs)
Revenue from repeat
customers served as % of
98.20 86.06 77.52 88.66
total revenue from
operations (in %)
* Repeat customers defined as customers who have purchased from us for at least two consecutive Fiscals.
^Not Annualised
We believe that our focus on quality, value proposition and logistics infrastructure has supported the development of
long-term customer relationships and customer retention.
Extensive and diverse customer base across multiple industries
We serve a diversified and well-established customer base that spans a diverse range of companies in the food and
beverages (“F&B”), automobiles, chemicals and fertilizers, healthcare & pharma and aviation. Our CO₂ products are
used across a wide range of essential applications, including beverages, welding, fertilizers, chemical production, airline
catering and foundry industries.
Carbon dioxide is a critical input for carbonation in both alcoholic and non-alcoholic beverages, including carbonated
soft drinks, beer and ready-to-drink alcoholic beverages and sparkling water. The alcoholic beverages market is projected
to expand from about USD 39.3 billion in 2024 to nearly USD 68.8 billion by 2034, reflecting a CAGR of approximately
5.7–5.8% over the period. Based on this growth trajectory, the market is estimated to reach around USD 41.6 billion in
FY 2025 and the rapid expansion of India’s non-alcoholic beverages market, valued at over USD 30 billion in FY 2025
and projected to more than double over the next decade, directly translates into higher demand for food-grade CO₂.
(Source: Dun & Bradstreet Report) Further, Carbon dioxide, in the form of dry ice, plays an increasingly important role
in food freezing and cold-chain logistics across India. As food manufacturers and logistics providers focus on minimizing
252spoilage and extending shelf life, the use of CO₂-based freezing and cooling solutions is expected to grow in tandem with
the broader food and beverage market (Source: Dun & Bradstreet Report).
In the automobile industry, CO consumption is limited to welding, fabrication, and metallurgical process applications.
2
CO₂ demand from the metalworking sector typically grows slightly below or in line with steel production, as efficiency
improvements partially offset volume growth. Based on historical usage patterns and increasing fabrication intensity,
CO₂ demand linked to the metalworking industry is estimated to grow at ~7–9% CAGR over the medium term (Source:
Dun & Bradstreet Report).
The table below sets forth details of the end-use applications of our products across different industries:
End-use customers Intended use of end-products/services*
CO segment
2
F ood & Beverages • Used for carbonation in soft drinks, beer, and sparkling water, where consistent
purity directly impacts taste and consumer safety.
• Utilized in food freezing, chilling, and cold-chain logistics, including dry ice
applications.
Automobiles • CO₂ plays a critical role in metal fabrication and general manufacturing due to its
shielding and inerting properties
Chemicals & Fertilizers • CO₂ is both a feedstock and a process gas across chemical and life-science
industries
• Acts as a key raw material in the manufacture of urea, methanol, carbonates, and
specialty chemicals
Aviation & Cold Chain • Utilized in food freezing, chilling, and cold-chain logistics, including dry ice
applications.
Ethanol segment
OMCs • Oil Marketing Companies (“OMCs”) use ethanol primarily for blending with petrol
under the Government of India’s Ethanol Blended Petrol (EBP) Programme to
reduce crude oil imports and carbon emissions.
DGS (defined below) • Widely used as a high-protein animal feed for cattle, poultry, and aquaculture and
also used as organic soil conditioner and nutrient supplement, contributing organic
matter and nutrients that improve soil health and crop productivity.
Project engineering segment
Distilleries and Industries • Erected and commissioned CO₂ recovery plants are used for carbon capturing
emitted from distilleries and industries, for purification and utilisation.
* Source: Dun & Bradstreet Report
The following table sets forth a breakdown of revenue from sale of CO , sale of Ethanol and project engineering services
2
(distillery operations) for the six months period ended September 30, 2025 and in Fiscals 2025, 2024 and 2023:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
CO segment
2
Food & Beverages 3,260.97 11.67 5,678.14 11.63 5,184.47 37.97 4,933.89 44.70
Automobiles 419.65 1.50 807.16 1.65 617.87 4.53 524.51 4.75
Chemicals &
134.82 0.48 317.28 0.65 364.36 2.67 882.38 8.00
Fertilizers
Healthcare &
57.93 0.21 82.11 0.17 131.73 0.96 113.61 1.03
Pharma
Aviation & Cold
51.69 0.19 130.03 0.27 93.23 0.68 55.34 0.50
Chain
Other industrial
1,625.19 5.82 4,344.18 8.90 3,170.07 23.22 2,720.55 24.65
use*
253Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Total (A) 5,550.25 19.87 11,358.90 23.27 9,561.73 70.03 9,230.28 83.63
Ethanol Segment*
OMCs 18,765.51 67.17 30,528.99 62.54 1,489.48 10.91 - -
Agriculture (DGS) 1,995.60 7.14 3,507.06 7.18 133.74 0.98 - -
Total (B) 20,761.11 74.31 34,036.05 69.72 1,623.22 11.89
Project engineering services
Distillery 1,209.85 4.33 2,744.02 5.62 2,231.60 16.35 1,663.74 15.07
Food & Beverages 238.50 0.85 421.46 0.86 144.67 1.06 98.04 0.89
Total (C) 1,448.35 5.18 3,165.48 6.48 2,376.27 17.41 1,761.78 15.96
Other operating revenue***
Other 179.81 0.64 256.96 0.53 91.64 0.67 45.72 0.41
Total (D) 179.81 0.64 256.96 0.53 91.64 0.67 45.72 0.41
Grand Total
27,939.52 100.00 48,817.39 100.00 13,652.86 100.00 11,037.78 100.00
(A+B+C+D)
^Not Annualised
*Other industrial use includes sale to aggregators of CO2 and dry ice and metal welding.
** PGPL commenced its ethanol manufacturing operations in Fiscal 2024. Accordingly, no revenue from operations was generated
by PGPL in Fiscal 2023.
***Other operating revenue includes income from scrap and income by rendering of carriage, tankers rents and rent of other
machinery,
We further operate 17 CRUs in partnership with several distilleries. In addition, we have successfully delivered 9 CRUs
on a turnkey basis to date to various companies employing CO emission processes, including international commissioned
2
orders for exporting turnkey plants to Sri Lanka and Zambia. As on the date of the Draft Red Herring Prospectus, we
have 7 installations further in the pipeline, including order for installation of a CRU in Uganda. For further details, please
see “– Customers” on page 272. Additionally, we provide CO₂ storage tanks to certain customers under exclusive
arrangements. Under these arrangements, the storage tanks installed at customer facilities are dedicated for CO₂ supplied
or managed by our Company, and no third party may operate or supply CO₂ into such tanks without our prior consent.
This enables us to maintain operational oversight over storage and supply infrastructure.
For the distribution of ethanol produced in its distillery, PGPL has entered into long-term ethanol offtake agreements
with public-sector oil marketing companies. Under this agreement, PGPL has agreed to set up, own, operate and maintain
the Ethanol Distillery and supply denatured anhydrous ethanol exclusively to the OMCs under the EBP Programme for
a term of up to ten years.
Overall, our diversified end-use exposure, long-standing customer relationships, and long-term offtake and supply
arrangements underscore the resilience and scalability of our business model. As we continue to expand our CO₂ recovery
footprint, ethanol infrastructure and international turnkey offerings, we believe our customer base and operating track
record will remain key drivers of demand and long-term value creation.
Strong geographical presence and extensive logistic infrastructure
Over three decades of our operations, we have established presence with deep operational and distribution capabilities
across North, West, South and Central India, supported by a pan-regional infrastructure and an efficient logistics team.
Further, we have an established presence in more than 23 states and union territories in India as well as provided our
product/services in 4 countries including Sri Lanka, Nepal, Zambia and Morocco during the six months period ended
September 30, 2025 and the last three Fiscal. For further details regarding the extent of our geographical reach and market
and our revenue from operations by geography for the indicated time period, please see “-Geographical Presence” on
page 247.
The transport of CO is an essential part of the CCU value chain, for connecting CO₂ source(s) to CO₂ utilization and
2
conversion sites. While, the choice of mode of transportation depends on the quantity of CO₂ to be transported and the
254transportation distance, for the transport of small volumes of CO₂, typically associated with utilization opportunities such
as food and beverage grade applications, the transportation of purified and liquified CO₂ is done through cryogenic bullet
tankers. (Source: Dun & Bradstreet Report).
With respect to supply of liquid CO and dry ice, our logistics network is supported by the self-owned fleet of 55 CO
2 2
transportation tankers, as on September 30, 2025, providing an extensive logistics network.
Set forth below is the total number of CO transportation tankers owned by the company for the purpose of transportation
2
of CO₂, as at the six months period ended September 30, 2025 and Fiscals 2025, 2024 and 2023:
For the Six months
Particulars period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Number of CO 55 48 46 43
2
transportation tankers
For the purpose of transportation of ethanol, we rely on third-party fleet operators, with whom PGPL has entered into
long-term service agreements. Set forth below is the cost of our transportation charges in terms of our cost of total
expenses, for the six months period ended September 30, 2025 and for the Fiscals 2025, 2024 and 2023:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars
Amount % of total Amount % of total Amount % of total Amount % of total
(₹ in other (₹ in other (₹ in other (₹ in other
lakhs) expenses lakhs) expenses lakhs) expenses lakhs) expenses
Transportation 764.98 18.24 1,556.68 20.84 1,276.73 30.35 1,377.44 34.47
costs*
* Include carrying charges comprising of fuel costs and toll charges, but does not include expenses incurred in the maintenance and repairs of storage
and transportation tankers.
We leverage the continuous stream of impure CO₂ released as a by-product from distillery operations, which is then
processed in our CRUs, located strategically at these effluent-producing premises, to produce high-purity liquid CO₂ and
dry ice, enabling efficient resource utilisation and environmentally responsible operations. Given that the CO₂ emissions
originating from the distilleries are used as raw material for the production of liquid CO₂ and dry ice as finished goods,
this integrated model further strengthens our market position, enabling scalable manufacturing and reliable access to raw
gas sources through strategically embedded distillery-based installations.
By strategically locating our CO₂ recovery plants at distillery and converting unavoidable CO emissions into high-purity
2
products, we not only secure reliable access to raw gas sources but also create a sustainable, and environmentally
responsible business. This embedded model, supported by long-term operating arrangements and a robust distribution
network, positions us to meet growing demand, enhance operational leverage and maintain our leadership in India’s CO₂
supply market.
Integrated operating model covering the complete CO₂ chain
Carbon capture technologies support circular economy frameworks by transforming CO₂ emissions into a secondary
carbon feedstock. Captured CO₂ can be purified to food-grade and industrial-grade standards and utilised in beverage
carbonation, food processing, dry ice production, welding and other industrial gas applications, as well as in the synthesis
of fuels, chemicals, polymers and construction materials. This closed-loop carbon utilisation improves material
efficiency, lowers lifecycle greenhouse gas intensity and promotes industrial symbiosis by converting waste carbon
streams into productive inputs. (Source: Dun & Bradstreet Report).
Our business model spans a wide spectrum of CO₂ operations, covering CO₂ production through CRUs operated by our
Company under the BOO and asset light models, under long-term operating arrangements with third parties, CO₂ logistic
infrastructure and turnkey CO₂ plant supply. We provide fully integrated, end-to-end solution encompassing CO
2
recovery, purification, liquification, transport, equipment design, fabrication, engineering, installation, and
commissioning. Our plants leverage low-power, low-maintenance, producing high-purity liquid CO₂ that complies with
ISBT beverage standards. This turnkey execution capability enables industrial clients to establish in-house CO₂
production, monetize by-product gas streams, reduce atmospheric emissions, and advance sustainable production
255practices. Through this model, we have also executed international turnkey projects, exporting plants to locations such
as Sri Lanka and Zambia, thereby demonstrating our global competence and technical experience.
In addition to turnkey supply, we establish CRUs at customer facilities under a long-term Build-Own-Operate (BOO)
framework, wherein we set up the plant within a distillery under a long term lease or leave and license agreement, retain
ownership of the capital assets, operate the plant, and supply CO₂ to our customers. This integrated model delivers several
strategic advantages, including assured raw gas sourcing, predictable long-term revenue, and operational control over
plant uptime. Additionally, we also provide CO₂ storage tanks to our customers under exclusive arrangements, ensuring
that no other entity may operate the storage task or supply CO₂ to it without our Company’s prior consent. During the six
months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, our CRUs captured and purified 85,881 MT,
1,58,746 MT, 1,51,213 MT and 1,50,421 MT, respectively
Additionally, with the commencement of the 150 KLPD grain-based distillery, operated by PGPL, in 2024, our Company
has also expanded into the production of ethanol, further synthesising our business verticals by securing feed gas from
the distilleries for CO extraction and using the existing CO engineering and recovery expertise.
2 2
Set forth below are the details of our revenue from our various verticals in the six months period ended September 30,
2025 and in Fiscals 2025, 2024 and 2023:
(in ₹ lakhs, unless otherwise specified)
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
CO segment
2
-Liquid CO₂ 5,084.17 18.20 10,535.07 21.58 8,710.76 63.80 8,314.21 75.33
-Dry Ice 466.08 1.67 823.83 1.69 850.97 6.23 916.07 8.30
Ethanol Segment*
Sale of Ethanol 18,765.51 67.17 30,528.99 62.54 1,489.48 10.91 - -
Sale of DGS 1,995.60 7.14 3,507.06 7.18 133.74 0.98 - -
Project engineering services
Sale of CRUs on
1,448.35 5.18 3,165.48 6.48 2,376.27 17.41 1,761.78 15.96
turnkey basis
Total revenue from
sale of 27,759.71 99.36 48,560.43 99.47 13,561.22 99.33 10,992.06 99.59
products/services
Other Operating
179.81 0.64 256.96 0.53 91.64 0.67 45.72 0.41
Revenue**
Grand Total 27,939.52 100.00 48,817.39 100.00 13,652.86 100.00 11,037.78 100.00
^Not Annualised
* PGPL commenced its ethanol manufacturing operations in Fiscal 2024. Accordingly, no revenue from operations was generated by
PGPL in Fiscal 2023.
**Other operating revenue includes income from scrap and income by rendering of carriage, tankers and other machinery,
Our integrated operating model, combining CO₂ recovery, turnkey engineering, BOO operations, technical services and
ethanol production, enables diversified revenue generation across business cycles. Asset ownership, long-term
contractual arrangements and in-house engineering capabilities provide operational control and raw material security,
while the integration of ethanol operations enhances feedstock availability and asset utilisation.
Proven engineering and technical capabilities enabling execution of complex projects
As part of our service offerings, we also provide project engineering services involving the design, engineering, supply,
installation and commissioning of CRUs on a turnkey basis for customers. Under our project engineering segment, we
offer end-to-end solutions for the erection of CRUs at customer facilities, encompassing all stages from conceptualisation
to commissioning. Our engineering and technical capabilities are evidenced by the growth in revenues from the project
256engineering segment, consisting of the installation of CO recovery plants on a turnkey basis, which increased from ₹
2
1,761.78 lakhs in Fiscal 2023 to ₹ 3,165.48 lakhs in Fiscal 2025, representing a growth of 79.67%. During the six-months
period ended September 30, 2025, the revenue generated under our project engineering segment was ₹ 1,448.35 lakhs.
Distilleries, in their normal course of operations, generate carbon dioxide (CO₂) as a natural by-product of their
production processes, which would otherwise be released into the atmosphere. The installation of CRUs enables
customers to capture and purify such by-product CO₂ and convert it into marketable liquid CO₂ and dry ice, thereby
enhancing resource utilisation and improving the economic efficiency of their operations. Further, the adoption of carbon
utilisation systems allows customers to improve operational sustainability, reduce waste emissions and generate ancillary
revenue streams without materially impacting their core operations.
Our Company commenced its project engineering segment in 2011 with the completion of its first CRU, having a capacity
of 30 MT per day, in Andhra Pradesh. Since then, we have completed the erection and commissioning of multiple CRUs
with capacities ranging from 12 MT per day to 150 MT per day across various states and countries. For further details of
the capacity and capacity utilisation of our CRUs, please see “Capacity and Capacity Utilisation” on page 269.
As on the date of this Draft Red Herring Prospectus, our Company has an existing Order Book of 6 CRUs, having an
aggregate contract value of ₹ 3,544.96 lakhs (excluding GST and other applicable taxes). Detailed break-up of the
unexecuted CRU projects, and their contract value in our Order Book, is provided below:
Location of CRUs Capacity (MT per day) Contract Value (₹ in lakhs)*
Kolhapur, Maharashtra 120 1,010.00
Bundi, Rajasthan 100 715.00
Guntur, Andhra Pradesh 90 808.00
Bareilly, Uttar Pradesh 40 310.00
Hoima, Uganda 15 361.96**
Gurdaspur, Punjab 60 340.00
Total - 3,544.96
* Excluding GST and any other applicable taxes.
** The original contract value for the CRU to be installed in Hoima, Uganda, was USD 4,20,000. For the purposes of comparison, the same has been
converted into INR, on the basis of the applicable exchange rate as on the date of the contract order.
As demonstrated above, our Company has established engineering and technical capabilities with execution experience
in diverse markets.
Strong financial performance and healthy balance sheet
Our business growth over the six-month period ended September 30, 2025 and during the last three Fiscals has contributed
significantly to our financial strength, as reflected in our key financial and operational metrics. Our revenue from
operations increased from ₹ 11,037.78 lakhs in Fiscal 2023 to ₹ 48,817.39 lakhs in Fiscal 2025, and further to ₹ 27,939.52
lakhs in the six-month period ended September 30, 2025, driven by expansion in our CO₂ segment and the commencement
of our ethanol operations. Our profitability has also improved, with profit after tax increasing from ₹ 728.43 lakhs in
Fiscal 2023 to ₹ 2,621.44 lakhs in Fiscal 2025, and ₹ 2,618.52 lakhs in the six-month period ended September 30, 2025.
Our operating performance is further reflected in our EBITDA, which increased from ₹ 1,296.84 lakhs in Fiscal 2023 to
₹ 4,823.38 lakhs in Fiscal 2025, with an EBITDA of ₹3,724.98 lakhs recorded in the six-month period ended September
30, 2025. Operationally, we have expanded our CO₂ segment capacity from 1,96,200 MTPA in Fiscal 2023 to 2,59,520
MTPA in Fiscal 2025, supported by an increase in the number of operational CRUs from 12 to 15 during the same period.
Our ethanol segment commenced operation in March, 2024, having annual operational capacity and utilisation levels of
54,000 kilo litres and 43,500 kilo littles in Fiscal 2025, respectively. These improvements, along with stable revenue
yields across both CO₂ and ethanol segments, demonstrate our ability to scale operations while maintaining operational
efficiency and profitability.
For further details, see “- Overview - Key financial and operational metrics” on page 249.
Experienced Promoters and management team, having domain knowledge
Our Company has been operating under the leadership and guidance of our Promoters, Davinder Singh Kohli and Amrit
Paul Singh Kohli, who also serve as the Chairman and Managing Director and Joint Managing Director respectively,
together possess over 63 years of experience in the CO₂ sector. Our Company is supported by a dedicated management
team with relevant technical and industry expertise. The experience of our Promoters, combined with our technical
capabilities and industry understanding, positions us to pursue opportunities arising from the evolving demand for CO₂,
ethanol and related infrastructure in India.
257We possess a qualified senior management team with considerable industry experience. We have an experienced Board
of Directors, who actively contribute to and participate in our strategies, operations and development. Our Key
Managerial Personnel and Senior Management Personnel have significant expertise in areas of finance, compliance and
operations, which positions us well to capitalize on future growth opportunities. Our management team, with extensive
experience in the manufacturing industry, positions us well to capitalize on future growth opportunities. For further
information, see “Our Management” on page 298.
OUR STRATEGIES
Expand our geographical network of CRUs and targeting additional end-use industries.
As of March 31, 2025, we had an annual capacity of 2,59,520 metric tonnes, an increase from an annual capacity of
1,96,200 metric tonne as at March 31, 2023. We have increased our installed capacities across the CRUs, owned and
operated by us, as set forth below.
Financial Period Total installed capacity (in metric tonne)
As of September 30, 2025 1,37,230
As of March 31, 2025 2,59,520
As of March 31, 2024 2,18,600
As of March 31, 2023 196,200
^Not Annualised
CRUs constitute an integral component of our CO₂ operations, as assured access to a captive and continuous CO₂ stream
is a critical competitive factor in the CO supply business. To ensure continuity of supply and operational stability, we
2
enter into long-term operational arrangements with distilleries, typically ranging from five (5) to twelve (12) years. As
on the date of this Draft Red Herring Prospectus, we operate a total of 17 CRUs across India, of which 9 units are operated
under the BOO model and 8 units are operated under an asset-light model. Of these 17 CRUs, 14 units are operated by
our Company, while 3 units are operated by PFPL. We have increased the number of our CRUs from 12 CRUs as at
March 31, 2023 to 17 CRUs as at September 30, 2025.
Under the BOO model, our Company leases a designated parcel of land within the distillery from the premises owner
and invests its own capital to design, erect and commission the CRU. Such CRUs are engineered to efficiently capture
by-product CO₂ generated from the manufacturing operations and facilities of the distillery. In consideration for the CO₂
captured, we pay agreed consideration to the premises owner in accordance with the terms of the applicable long-term
operational agreement.
Under the asset-light model, the distillery either owns the CRU or the CRU is designed, erected and commissioned by us
under our project engineering segment and subsequently sold to the distillery. Where agreed, our Company enters into
an operational agreement with the distillery to operate and maintain the CRU for the purification and liquefaction of CO₂.
The processed CO₂ is thereafter sold by us to end-customers across various applications, and consideration is paid to the
premises owner based on the volume of CO₂ captured, in accordance with the agreed terms of the relevant operational
agreement.
The following table provides number of CRU along with its installed capacity as at six months period ended September
30, 2025, and as at end of Fiscal 2025, Fiscal 2024 and Fiscal 2023:
For the Six months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025^
Particulars
Number Installed Number Installed Number Installed Number Installed
of CRUs capacity of CRUs capacity of CRUs capacity of CRUs capacity
installed (in MT) installed (in MT) installed (in MT) installed (in MT)
North India 8 80,550 8 1,46,420 7 1,27,100 6 1,07,100
West India 4 30,630 4 69,900 4 48,300 3 45,900
South India 4 22,450 2 36,000 2 36,000 2 36,000
Central India 1 3,600 1 7,200 1 7,200 1 7,200
Total 17 1,37,230 15 2,59,520 14 2,18,600 12 1,96,200
^Not Annualised
258We intend to expand our footprint in the CO₂ manufacturing ecosystem by scaling our plant operations and entering new
regions and growth verticals. As part of this strategy, we are in the process of setting up two additional CRUs, on BOO
basis, from the Net Offer proceeds. For further details, please see “Objects of the Offer - Setting up of two CO₂ recovery
units (“CRUs”) with in distilleries at Nellore, Andhra Pradesh and Peddapuram, Andhra Pradesh, having an aggregate
installed capacity of 120 MTPD and 90 MTPD, respectively (“Proposed CRUs”)” on page 139.
We also plan to leverage emerging opportunities created by increasing consumption of beverages and expansion by
FMCG and soft drink brands, to deepen our participation in high-volume demand clusters. Adjacently, we intend to
capitalise on policy and industry tailwinds associated with cleaner fuels and industrial decarbonisation, and are actively
engaging with players in the green methanol ecosystem.
Expand our fleet of tankers to streamline our business operations
One of the three components of CCU value chain is transportation of CO . Due to its physical characteristics, CO₂ requires
2
specialised cryogenic containers and handling systems for safe and efficient transportation. Due to these limitations, the
availability of a comprehensive end-to-end logistics infrastructure is essential to achieve cost efficiency and maintain a
competitive supply chain. Building a competitive logistics footprint from scratch involves significant capital investment
and operational expertise, creating a notable entry barrier for new players. (Source: Dun & Bradstreet Report)
For the purpose of CO transportation, we solely rely on self-owned fleet of CO transportation tankers. As on September
2 2
30, 2025, we owned 55 CO transportation tankers for supply and distribution of Liquid CO to our customers. For details
2 2
of the number of CO transportation tankers owned by us, and the transportation costs incurred by us in the six months
2
period ended September 30, 2025 and the last three Fiscals, please see “- Competitive Strategies - Strong geographical
presence and extensive logistic infrastructure” on page 254. As a part of our growth strategy, we intend to increase the
number of CO transportation tankers for transportation of CO by purchasing additional 20 CO transportation tankers
2 2 2
through the Net Proceeds.
At present, we rely entirely on third-party fleet providers for the transportation of ethanol. Through such proposed
purchases, we intend to reduce our dependence on third-party transportation providers, lower transportation costs, and
ensure greater control, reliability, and efficiency across our ethanol supply chain.
Capitalise on favourable industry tailwinds supporting growth in ethanol blended fuel consumption
India’s ethanol production ecosystem has undergone a rapid scale-up over the past few years, driven by the accelerated
Ethanol Blended Petrol (EBP) programme, advancing E20 blending timelines from targeted year 2030 to Ethanol Supply
Year (“ESY”) 2025-26, and strong policy backing for domestic biofuel capacity creation. In ESY 2024–25, OMCs have
achieved an average ethanol blending of 19.05% as on July 31, 2025. Ethanol production capacity increased sharply from
777 crore litres in ESY 2020-21 to 1,900 crore litres in ESY 2024-25, registering a robust CAGR of 25.0% over the
period. India has witnessed a steady expansion in its ethanol production infrastructure over the last few Ethanol Supply
Years as the total number of distilleries increased from around 350 units in ESY 2020–21 to nearly 500 units by ESY
2024–25. This growth trajectory highlights the sector’s ability to scale rapidly within a short timeframe, supported by
improved financing access, faster project execution, and growing alignment between distillery capacity and OMC offtake
requirements. (Source: Dun & Bradstreet Report)
We entered into the ethanol segment in Fiscal 2021, through the incorporation of our Subsidiary, PGPL. Following its
incorporation, PGPL entered into long-term ethanol offtake agreements for a period of 10 years with OMCs under the
EBP Programme for the supply of ethanol from a dedicated ethanol manufacturing facility. Pursuant to such agreement,
we completed the setting up of the Ethanol Distillery at Village Lehri, Talwandi Sabo, Bathinda, Punjab – 151 302, which
commenced commercial operations in March, 2024.
The Ethanol Distillery is spread across a 27 acre unit, and operates with a captive power plant operated by PGPL, enabling
stable and efficient power availability for its grain-based operations. The unit is designed for energy-efficient production
with integrated power generation that supports its zero-liquid-discharge (ZLD) process, keeping overall utility costs low
and ensuring uninterrupted operation. ZLD ensures that no liquid effluents are discharged outside the plant premises and
that treated water is recycled and reused within operations. Our captive power plant primarily operates on a biomass fuel,
such as paddy straw and husk. The use of biomass fuel enables the utilisation of renewable agricultural waste, lowers
fossil fuel consumption and supports environmentally sustainable operations by reducing greenhouse gas emissions and
mitigating open-field burning of crop residue.
During the ongoing ESY 2025-26, PGPL has been allocated total of 52,175 KL of Denatured Anhydrous Ethanol by oil
marketing companies (OMCs), which is 96.62% of the installed capacity.
259Set forth below are the details of our revenue from our sale of ethanol in the six months period ended September 30, 2025
and in Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023*
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Sale of Ethanol 18,765.51 67.17 30,528.99 62.54 1,489.48 10.91 - -
^Not Annualised
* PGPL commenced its ethanol manufacturing operations in Fiscal 2024. Accordingly, no revenue from operations was generated by
PGPL in Fiscal 2023.
The Ethanol Distillery has received interest subvention under Government of India’s “Scheme for extending financial
assistance to project proponents for enhancement of ethanol distillation capacity or to set up distilleries for producing 1st
Generation (1G) ethanol” from the Department of Food and Public Distribution (“DFPD”), pursuant to which interest
support is available at 6% per annum or 50% of the applicable interest rate, whichever is lower, for a period of five years
(including a one-year moratorium), on the eligible loan amount being ₹ 12,000 lakhs, subject to compliance with
prescribed conditions.
Further, PGPL has also opted for the concessional tax regime under Section 115BAB of the Income Tax Act, 1961,
pursuant to which its income is subject to tax at an effective rate of 17.16%.
To capitalise on these favourable tailwinds, PGPL proposes to undertake a brownfield expansion of its Ethanol Distillery
by an additional 35 KLPD, increasing the aggregate installed capacity from 150 KLPD to approximately 185 KLPD of
ethanol. The expansion is proposed to be funded through the Net Proceeds, and is planned within the existing plant
premises and is designed to leverage existing infrastructure, utilities and captive power arrangements, thereby optimising
capital efficiency and execution timelines. The expanded facility will continue to operate on 100% grain-based feedstock
including maize, broken rice and FCI Rice and produce 99.8% v/v anhydrous ethanol, in line with requirements under
the Ethanol Blended Petrol (EBP) programme.
The proposed expansion involves installation and integration of incremental fermentation, distillation, dehydration,
evaporation systems, including additional pre-fermenters and fermenters, multipressure distillation columns, dehydration
(MSDH) units, integrated evaporators. The engineering, supply, erection and commissioning of the expansion is proposed
to be undertaken by a third-party service provider under a turnkey-style arrangement, subject to customary exclusions.
The process design incorporates energy-efficient configurations such as integrated evaporation, thin stillage recycle and
reduced freshwater consumption, which is expected to enhance operating efficiencies. For further details, please see
“Objects of the offer – Investment in our Material subsidiary, Pancarbo Greenfuels Private Limited (“PGPL”), for
financing the capital expenditure requirement towards expansion of its existing facility located at Village” on page 157.
We believe that increasing the capacity of our distillery will enable to further tap into the ethanol market. Further, we
also propose to modernise our distillery capabilities to further automate process and improve our operational efficiencies
and capitalise on the industry demand.
Capitalise on favourable industry tailwinds supporting growth in increased CO consumption
2
Our Company is engaged in the manufacturing, supply and distribution of liquid CO and dry ice, as part of the CCU
2
value chain.
Carbon Capture and Utilization (CCU) refers to a set of technologies aimed at reducing CO₂ emissions by capturing
carbon dioxide and using it as a feedstock for economically valuable products. Carbon capture systems are designed to
isolate and purify CO₂ either from concentrated industrial streams or from ambient air; however, capture from
combustion-based sources and direct air capture remains capital-intensive and energy-intensive, limiting near-term
scalability. As a result, deployment is currently concentrated in applications where CO₂ purity is high and capture costs
are relatively low. In this context, fermentation-based CO₂ recovery represents one of the most commercially practical
and cost-effective CCU pathways. Fermentation processes naturally produce CO₂ at high concentrations, making capture
and purification simpler and less energy-intensive compared to other sources. This allows the use of relatively simple
equipment, lower capital investment and reduced operating costs, enabling faster implementation and immediate
260commercial utilization. Consequently, fermentation-based CO₂ recovery is positioned as a key near-term enabler for
scaling CCU across food, beverage, industrial gas and emerging chemical applications. (Source: Dun & Bradstreet
Report)
Several investments have been announced in India’s Carbon Capture and Utilisation (CCU) space, involving participation
from the government, private enterprises and public–private partnerships. These investments are aimed at accelerating
the deployment of carbon capture technologies, development of utilisation-linked infrastructure and decarbonisation of
emission-intensive industries. Aligning with the roadmap launched in December 2025, Government of India proposed
outlay of ₹20,000 crore over the next 5 years for Carbon Capture Utilization and Storage (CCUS) (Source: Dun &
Bradstreet Report).
India is the world’s third-largest emitter of CO₂, after China and the United States, with estimated annual emissions of
about 2.7 gigatonnes in 2023. The Government of India has committed to reducing CO₂ emissions intensity significantly
by mid-century and achieving net zero by 2070. With the rising interest in CCU as a decarbonization solution across
industries, there is also a need to look at the CO₂ utilization pathways and technologies that are most appropriate for
India. The Indian commercial and industrial grade carbon dioxide (CO₂) market has demonstrated steady and resilient
growth over the past five years, with market expanded from INR 29.9 billion in FY 2021 to INR 37.3 billion in FY 2025,
demonstrating CAGR of 5.7%. The steady scale-up in market size also reflects improving monetisation of captive CO₂
recovery from ethanol, ammonia, and hydrogen plants, alongside rising investments in purification and distribution
infrastructure (Source: Dun & Bradstreet Report).
India’s CO₂ market in FY 2025 is largely driven by industrial and consumption-linked end uses, with Food & Beverage
emerging as the dominant segment, accounting for 40% of total demand. This reflects CO₂’s critical role in carbonation,
packaging, chilling, and preservation processes, where consistent purity and supply reliability are essential. Chemicals,
metal working, and oil & gas together form a substantial demand base, highlighting CO₂’s importance as a process input
across core manufacturing and energy-linked industries (Source: Dun & Bradstreet Report).
India CO2 Market -Segmentation by End User Industry (FY 2025
Share by %)
Healthcare, 6% Others, 5%
Oil & Gas (EOR),
12%
Food &
Beverage,
40%
Metal
Working,
15%
Chemicals, 22%
(Source: Dun & Bradstreet Report)
Our Company aims to capitalise on this advantage and, in furtherance of this strategy, intends to utilise a portion of the
Net Proceeds to secure additional sources of CO₂ by increasing the number of CRUs and expanding our geographical
footprint. Such investments are expected to augment our aggregate CCU capacity by an additional 210 MTPD. For further
details, see “Objects of the Offer - Setting up of two CO₂ recovery units (“CRUs”) with in distilleries at Nellore, Andhra
Pradesh and Peddapuram, Andhra Pradesh having an aggregate installed capacity of 120 MTPD and 90 MTPD,
respectively (“Proposed CRUs”)” on page 139. Such investments are expected to secure CO source, reduce logistic lead
2
times, and enhance our ability to execute larger orders. At the same time, we intend to capitalise on policy and industry
tailwinds associated with cleaner fuels and industrial decarbonisation, and are actively engaging with players in the green
methanol ecosystem. To this end, we have entered into a letter of intent dated December 10, 2025 with a company
engaged in the production of green methanol, for the supply of 200 MT of high-purity biogenic liquid CO per day,
2
required for the company’s green methanol manufacturing operations.
261OUR BUSINESS OPERATIONS
Our Business Verticals
1. CO and dry ice manufacturing segment
2
India is the world's third-largest emitter of CO2, following China and the US, with estimated annual emissions of about
2.7 gigatonnes in 2023. The Government of India has committed to reducing CO2 emissions intensity significantly by
2050 and achieving net zero by 2070. Between FY 2021 and FY 2025, Indian market for commercial and industrial grade
carbon dioxide (CO₂) expanded from ₹ 29.9 billion to ₹ 37.3 billion, supported by consistent demand from food &
beverages, chemicals, healthcare, and manufacturing applications, and is further projected to increase to ₹ 51.1 billion in
FY 2030 (Source: Dun & Bradstreet Report).
In this context, fermentation-based CO₂ recovery represents one of the most commercially practical and cost-effective
CCU pathways. Fermentation processes naturally produce CO₂ at high concentrations, making capture and purification
simpler and less energy-intensive compared to other sources. This allows the use of relatively simple equipment, lower
capital investment and reduced operating costs, enabling faster implementation and immediate commercial utilization
(Source: Dun & Bradstreet Report).
Our operations are supported by a network of strategically located CRUs, which are designed, installed, and operated by
us under long-term operating arrangements with third parties. We operate our CRUs across North, West and South regions
of India, of which 5 (five) units are located in North India, 4 (four) units are located in West India, 4 (four) units are
located in South India and 1 (one) unit is located in Central India. Additionally, 3 (three) CRUs are operated by PFPL in
North India. As on September 30, 2025, our total installed capacity for these units is 1,104 MTPD, of which North Indian
units contributed 537 MTPD, West Indian units contributed 233 MTPD, South Indian units contributed 310 MTPD and
Central Indian units contributed 24 MTPD.
The liquid CO₂ and dry ice produced by us cater to a diversified customer base across multiple end-use industries,
including beverages and breweries, automotive manufacturing, fertilizers, welding and metal fabrication, food
processing, pharmaceuticals, airlines, and other industrial applications. We have obtained FSSC certifications from Tuv
Nord India and Bureau Veritas Certification for six (6) of the CRUs owned and operated by our Company and one (1)
CRU owned and operated by PFPL. Additionally, seven (7) of our CRUs are approved by the Food Safety and Standards
Authority of India (FSSAI), which is a requirement for the manufacturing and supply of food-grade CO₂, including six
(6) CRUs operated by our Company and one (1) CRU operated by PFPL.
Set forth below are the details of the sales of liquid CO₂ and dry ice in the six months period ended September 30, 2025
and in Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
CO Segment
2
-Liquid CO₂ 5,084.17 18.20 10,535.07 21.58 8,710.76 63.80 8,314.21 75.33
-Dry Ice 466.08 1.67 823.83 1.69 850.97 6.23 916.07 8.30
Total 5,550.25 19.87 11,358.90 23.27 9,561.73 70.03 9,230.28 83.62
^Not Annualised
We establish CRUs at distilleries under a combination of Build-Own-Operate and asset-light operating models, pursuant
to which we either install and own the CO₂ recovery plant through our own investment or operate plants where the capital
investment is undertaken by the relevant counterparties, in each case within third-party premises. These models are
widely used within distilleries, as they provide the feed gas source.
While the underlying land for the CRUs is provided by counterparties and are typically taken on long-term lease or leave-
and-license arrangements, along with certain utilities such as water, power and steam, the core CO₂ recovery unit,
machinery, and processing infrastructure are owned, maintained, and operated by us. Under these arrangements, we
exercise end-to-end operational control over the CRUs, including plant operations, production planning, maintenance,
safety protocols, manpower deployment, and quality assurance processes. We are responsible for day-to-day operations
and adherence to prescribed quality and safety standards, which enables us to maintain consistency in output, reliability
262of supply, and uniform product specifications across our network. Of the 17 CRUs operated by us as on the date of this
Draft Red Herring Prospectus, nine (9) plants are operated by us under the BOO model, under a structure where the entire
plant assets are owned and capitalised on our books, with us retaining full ownership, operational control and economic
interest in such assets. The remaining eight (8) plants are operated by us under an asset-light model. This forms part of
our revenue stream and reflects an asset-light structure, whereby the capital investment in certain plant assets is
undertaken by the respective counterparties pursuant to the applicable operational agreements.
The counterparties are obligated to supply the CO being produced as part of their factory or distillery operations to these
2
plants for commercial CO and dry ice production. Most agreements contain an annual minimum guaranteed offtake
2
(“AMGOT”) obligation, under which our Company is required to lift or pay for a minimum quantity of CO₂ (liquid
and/or dry ice) annually. AMGOT levels vary by customer and typically increase after an initial ramp-up period. Shortfall
against AMGOT triggers a payment obligation, ensuring baseline revenue visibility for customers and a predictable
supply arrangement for our Company.
We serve a diversified customer base across end-use industries such as food & beverages, automobiles, chemicals &
fertilizers, healthcare & pharma and airline & cold chain, where CO₂ and dry ice is used in applications ranging from
carbonation and food freezing to welding and chemical production.
2. Sale of ethanol
India’s ethanol production ecosystem has undergone a rapid scale-up over the past few years, driven by the accelerated
Ethanol Blended Petrol (“EBP”) programme, advancing E20 blending timelines from targeted year 2030 to Ethanol
Supply Year (“ESY”) 2025-26, and strong policy backing for domestic biofuel capacity creation. In ESY 2024–25, OMCs
have achieved an average ethanol blending of 19.05% as on July 31, 2025. Ethanol production capacity increased sharply
from 777 crore litres in ESY 2020-21 to 1,900 crore litres in ESY 2024-25, registering a robust CAGR of 25.0% over the
period. India has witnessed a steady expansion in its ethanol production infrastructure over the last few Ethanol Supply
Years as the total number of distilleries increased from around 350 units in ESY 2020–21 to nearly 500 units by ESY
2024–25. This growth trajectory highlights the sector’s ability to scale rapidly within a short timeframe, supported by
improved financing access, faster project execution, and growing alignment between distillery capacity and OMC offtake
requirements. (Source: Dun & Bradstreet Report)
The ethanol production and supply operations of our Company are carried out through our Subsidiary, PGPL. It operates
a 150 KLPD grain-based distillery spread across a 27 acre unit, which commenced commercial production in March,
2024.
The distillery operates with a captive power plant, enabling stable and efficient power availability for its grain-based
operations. The unit is designed for energy-efficient production with integrated power generation that supports its zero-
liquid-discharge process, keeping overall utility costs low and ensuring uninterrupted operation.
For the distribution of ethanol produced in its distillery, PGPL has entered into long-term offtake agreement of a period
of 10 years with public-sector OMCs, dated January 11, 2022 (“Ethanol Offtake Agreement”).
Additionally, we also sell the Distilleries’ Grains with Solubles (“DGS”), comprising of Distilleris’ Dried Grains with
Solubles (“DDGS”) and Distilleries Wet Grains with Solubles (“DWGS”). DGS is widely used as a high-protein animal
feed for cattle, poultry, and aquaculture and also used as organic soil conditioner and nutrient supplement, contributing
organic matter and nutrients that improve soil health and crop productivity (Source: Dun & Bradstreet Report)
The Ethanol Distillery has received interest subvention under Government of India’s “Scheme for extending financial
assistance to project proponents for enhancement of ethanol distillation capacity or to set up distilleries for producing 1st
Generation (1G) ethanol” from the Department of Food and Public Distribution (“DFPD”), pursuant to which interest
support is available at 6% per annum or 50% of the applicable interest rate, whichever is lower, for a period of five years
(including a one-year moratorium), on the eligible loan amount being ₹ 12,000 lakhs, subject to compliance with
prescribed conditions.
PGPL also avails the concessional tax rate under Section 115BAB of the Income Tax Act, 1961, enabling the unit to be
taxed at 15%, the lowest applicable corporate tax rate in India. PGPL is also eligible for a subsidy from the Ministry of
New and Renewable Energy (MNRE) for the power plant turbine installed within the Ethanol Distillery. PGPL has further
applied for multiple incentives under the ‘Invest Punjab’ scheme, which, upon approval, are expected to enhance the
overall financial viability of the project.
263Our ethanol distillery operations further strengthen this ecosystem through long-term supply arrangements with public-
sector OMCs, and turnkey CO₂ recovery plant installations for distilleries such as Privilege Industries and Associated
Alcohols, supporting stable and diversified revenue streams. For further details, please see “- Customers” on page 272.
3. Project engineering services
Under this vertical, we design, manufacture, supply, install and commission complete CO recovery plants for distilleries.
2
We undertake basic and detailed engineering, design and detailing of CO₂ recovery plants, including procurement, supply,
erection, installation and commissioning of machinery and equipment, in accordance with agreed-upon technical
specifications, standards and directions of the customer, as contractually agreed on a project-specific basis.
We procure key component units of the plants from established third-party manufacturers specialising in such equipment
and systems. These component units are thereafter integrated, installed and commissioned by us at the respective
customer locations in accordance with the technical specifications set out in the applicable plant agreements. The overall
configuration, process integration and optimisation of the plant are undertaken using our engineering designs, operational
protocols and process know-how.
This turnkey execution capability allows industrial clients to build in-house CO₂ production and monetize by-product gas
flows, reducing atmospheric emissions and enabling sustainable production. Of the 26 CO recovery plants that we have
2
successfully delivered as on the date of this Draft Red Herring Prospectus, 9 such plants have been sold on turnkey basis,
whereas the remaining 17 are operated by our Company and PFPL under the BOO or asset-light model.
Manufacturing Operations
Manufacturing process of liquid CO and dry ice
2
1. Source of Raw CO₂ Gas
Raw carbon dioxide gas is generated as a by-product of the fermentation process at associated distillery/ethanol plants.
The gas, after passing through an after-cooler, is routed to the CO₂ recovery system. This captive and continuous source
ensures operational reliability and cost efficiency.
2642. Foam Removal
The raw CO₂ gas is fed into foam trap blower. A Foam Trap Blower removes entrained foam and liquid carryover,
protecting downstream equipment from fouling and corrosion.
3. Primary Scrubbing (Removal of Impurities)
The compressed gas enters through Blower which keeps positive displacement to Low Pressure (LP) Scrubber, where
water soluble impurities such as alcohol vapors and water-soluble contaminants are removed, then CO₂ gas is fed into a
CO₂ Compressor, where the gas pressure is increased to enable downstream purification.
The gas is fed through first stage CO2 compressor and cooled in an Intercooler and passes through moisture separators,
improving scrubbing efficiency and reducing moisture load.
4. High-Pressure Scrubbing & Filtration
The partially purified gas is further treated in a High Pressure (HP) Scrubber followed by second stage of CO2 compressor
to remove residual water-soluble impurities. The gas passes through an Activated Carbon Filter (ACF) to adsorb trace
organic compounds, odour-causing substances, and hydrocarbons. A Pre-Cooler reduces gas temperature prior to drying.
5. Drying & Fine Filtration
The CO₂ gas enters a Drier, where moisture is removed to achieve the required dew point. Micron Filters are installed
downstream to eliminate fine particulate matter, ensuring high-purity CO₂ suitable for liquefaction and dry ice production.
6. Liquefaction of CO₂
The dry and purified CO₂ gas is routed to the CO₂ Liquefaction System, where it is cooled and condensed into liquid
form under controlled pressure and temperature. An NH₃ (Ammonia) Compressor and associated NH₃ Heat Exchanger
and Reboiler form part of the refrigeration system used for efficient liquefaction. A Stripper Column removes any
remaining non-condensable gases.
7. Storage of Liquid CO₂
Liquefied CO₂ is stored in insulated Storage Vessels, designed to maintain cryogenic conditions and minimize losses.
These vessels ensure uninterrupted supply for bulk dispatch or downstream dry ice production.
8. Dry Ice Manufacturing
Based on requirement, a portion of liquid CO₂ is fed to a Dry Ice Machine, where rapid depressurization converts liquid
CO₂ into solid dry ice.
9. Transportation & Dispatch
Liquid CO₂ is transported through CO₂ transportation tankers to bulk industrial and food-grade customers. Dry Ice is
dispatched through insulated containers to customers requiring cold-chain and specialty applications.
Manufacturing process of ethanol
2651. Grain Storage, Handling and milling
Grains are received at the plant, weighed, pre-cleaned, and stored in silos. From the storage silos, grains are conveyed
through mechanised handling systems to the cleaning & milling section. Cleaned grain milled using dry milling process
in Hammer mills & stored in flour silos.
2. Slurry Preparation & Liquefaction
The milled grain flour is mixed with water & recycle streams to form slurry. This slurry is conditioned to the required
temperature and pH for enzymatic processing. During liquefaction, enzymes are added to the slurry, and heat is applied
to gelatinise the starch. The starch is broken down into shorter-chain carbohydrates, forming a pumpable mash.
3. Saccharification & Fermentation
The liquefied mash is further transfer into fermenters & add the active Yeast, enzyme and other nutrients for parallel
conversion into sugar & fermentation. During fermentation sugar converted into ethanol & carbon dioxide. Carbon
dioxide generated during fermentation is recovered as a by-product. During process significant heat release & remove by
passing cooling water through pH.
4. Distillation and Dehydration
The fermented wash is processed through multi-pressure distillation columns to separate ethanol from wash. The ethanol
is concentrated through molecular sieve beds to the desired purity and transferred to ethanol storage tanks.
5. Decantation & Dryer
The residue from distillation, known as spent wash, is sent to decanter centrifuges, where it is separated into wet cake
(solid fraction) and thin slop (liquid fraction). Thin slop is concentrated in multi-effect evaporators to form syrup, which
266is blended with wet cake. The blended material is dried to produce DDGS through Dryer. DDGS is a value-added cattle
feed product.
6. Water Recovery and Effluent Management
Process condensate generated from Multi-Effect Evaporator during evaporation is treated through Condensate Polishing
Unit (CPU), Ultraviolet Disinfection System (UV) & Reverse Osmosis (RO) systems and reused within the plant for
cooling towers and process applications, supporting zero liquid discharge operations.
Project Engineering Services
We design, manufacture, supply, install and commission complete CO recovery plants for distilleries and other
2
industries. We undertake basic and detailed engineering, design and detailing of CO₂ recovery plants, including
procurement, supply, erection, installation and commissioning of machinery and equipment, in accordance with agreed-
upon technical specifications, standards and directions of the customer, as contractually agreed on a project-specific basis.
Our plants are built on low-power and low-maintenance and are capable of producing high-purity liquid CO₂ that
complies with ISBT beverage standards. We procure key component units of the CRUs from established third-party
manufacturers specialising in such equipment and systems. These component units are thereafter integrated, installed and
commissioned by us at the respective customer locations in accordance with the technical specifications set out in the
applicable plant agreements. The overall configuration, process integration and optimisation of the plant are undertaken
using our engineering designs, operational protocols and process know-how.
1. Enquiry Evaluation and Technical Assessment
Upon receipt of a customer enquiry, our technical and commercial teams assess project feasibility, capacity requirements,
site conditions and application specifications, followed by preliminary discussions with the customer.
2. Submission and Finalization of Techno-Commercial Proposal
Based on the technical assessment, we submit a detailed techno-commercial proposal outlining scope, specifications,
timelines and commercial terms, which are finalized through discussions and negotiations.
3. Order Confirmation and Project Initiation
267Upon receipt and internal review of the Purchase Order, and receipt of the agreed advance payment, the project is formally
initiated through a kick-off meeting and detailed execution planning.
4. Engineering and Design Finalization
Basic and detailed engineering activities are undertaken, including preparation and approval of General Arrangement
drawings, finalization of process parameters and Bill of Materials.
5. Procurement and Manufacturing
Critical bought-out components and long-lead items are procured from approved vendors, and in-house fabrication of
equipment are carried out in accordance with approved designs and quality standards.
6. Quality Control and Factory Testing
Quality inspections are conducted at various stages of fabrication, followed by assembly, internal testing and where
applicable factory acceptance tests are done in coordination with the customer.
7. Dispatch and Site Preparation Coordination
Upon receipt of the dispatch-related payments and customer clearance, equipment is securely packed and dispatched.
Site readiness confirmation is obtained prior to commencement of installation activities.
8. Installation and Erection at Site
Mechanical erection, electrical and instrumentation installation, insulation and necessary hydro/pressure testing are
carried out at the site under technical supervision.
9. Commissioning and Performance Validation
Pre-commissioning checks, plant commissioning and trial runs are conducted, followed by performance testing to ensure
compliance with contractual and guaranteed parameters.
10. Handover and Project Closure
Operational training is provided to the customer’s personnel, and upon successful completion and receipt of final
payments, the project is formally handed over.
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268CAPACITY AND CAPACTIY UTILISATION – CRUs
The table below sets out the actual capacity and capacity utilisation for each of the CRUs of our Company, in and for the six months period ended September 30, 2025 and Fiscals 2025, 2024
and 2023:
For the six-month period ended For the Financial Year ended
Gross September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Particulars Capacity UOM Actual Capacity Actual Capacity Actual Capacity Actual Capacity
Installed Installed Installed Installed
(MTPD) Production Utilisation Production Utilisation Productio Utilisation Production Utilisation
Capacity^ Capacity^ Capacity^ Capacity^
** (%)# ** (%)# n** (%)# ** (%)#
North India
Lehri, Punjab(1) 60 MT 9,000 6,559 72.88% 11,400 6,182 54.23% - - - - - -
Raipur Rani,
80 MT 12,000 6,879 57.32% 24,000 13,803 57.51% 20,000 7,088 35.44% - - -
Haryana*(2)
Jhajjar, Haryana 36 MT 5,400 4,712 87.26% 10,800 7,458 69.06% 10,800 7,893 73.08% 10,800 7,031 65.11%
Hathin,
36 MT 5,400 2,942 54.49% 10,800 3,157 29.23% 10,800 8,083 74.84% 10,800 8,306 76.91%
Haryana(3)
Pathankot,
72 MT 10,800 7,432 68.81% 21,600 12,649 58.56% 21,600 12,450 57.64% 21,600 11,793 54.60%
Punjab
Bulandshahr,
65 MT 9,750 4,858 49.83% 19,500 9,465 48.54% 19,500 12,998 66.65% 19,500 14,403 73.86%
Uttar Pradesh(4)
Rajpura,
48 MT 7,200 3,372 46.83% 10,800 4,422 40.95% 14,400 10,967 76.16% 14,400 10,377 72.06%
Punjab*(5)
Ambala,
140 MT 21,000 11,031 52.53% 37,520 25,901 69.03% 30,000 19,059 63.53% 30,000 25,919 86.40%
Haryana*(6)
Total (A) 537 MT 80,550 47,785 59.32% 1,46,420 83,037 56.71% 1,27,100 78,538 61.79% 1,07,100 77,829 72.67%
South India
Rajahmundry,
Andhra 90 MT 1,350 647 47.93% - - - - - - - - -
Pradesh(7)
Vijayawada,
72 MT 10,800 9,556 88.48% 21,600 18,426 85.30% 21,600 19,269 89.21% 21,600 19,401 89.82%
Andhra Pradesh
Hyderabad –
Tandur, 48 MT 7,200 3,969 55.13% 14,400 9,612 66.75% 14,400 13,702 95.15% 14,400 12,540 87.08%
Telangana
Shiggaon,
100 MT 3,100 1,041 33.59% - - - - - - - - -
Karnataka(8)
Total (B) 310 MT 22,450 15,213 67.76% 36,000 28,038 77.88% 36,000 32,971 91.59% 36,000 31,941 88.73%
West India
Satara, 48 MT 7,200 6,750 93.75% 14,400 11,194 77.74% 14,400 11,721 81.40% 14,400 9,620 66.80%
269For the six-month period ended For the Financial Year ended
Gross September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Particulars Capacity UOM Actual Capacity Actual Capacity Actual Capacity Actual Capacity
Installed Installed Installed Installed
(MTPD) Production Utilisation Production Utilisation Productio Utilisation Production Utilisation
Capacity^ Capacity^ Capacity^ Capacity^
** (%)# ** (%)# n** (%)# ** (%)#
Maharashtra
Phaltan,
40 MT 1,680 1,228 73.10% 12,000 2,804 23.36% 12,000 4,639 38.66% 12,000 8,453 70.44%
Maharashtra(9)
Aurangabad,
65 MT 9,750 5,975 61.28% 19,500 13,629 69.89% 19,500 15,669 80.35% 19,500 16,231 83.24%
Maharashtra-I
Aurangabad,
Maharashtra- 80 MT 12,000 7,328 61.07% 24,000 15,637 65.16% 2,400 1,681 70.04% -
II(10)
Total (C) 233 MT 30,630 21,281 69.48% 69,900 43,264 61.89% 48,300 33,710 69.79% 45,900 34,304 74.74%
Central India
Indore, Madhya
24 MT 3,600 1,602 44.50% 7,200 4,407 61.21% 7,200 5,994 83.25% 7,200 6,347 88.15%
Pradesh
Total (D) 24 MT 3,600 1,602 44.50% 7,200 4,407 61.21% 7,200 5,994 83.25% 7,200 6,347 88.15%
Grand Total
1,104 MT 1,37,230 85,881 62.58% 2,59,520 1,58,746 61.17% 2,18,600 1,51,213 69.17% 1,96,200 1,50,421 76.67%
(A+B+C+D)
*Owned/operated by Punjab Fusion Private Limited.
^Installed capacity represents the installed capacity as of the last date of the relevant Fiscal. The installed capacity is based on various assumptions and estimates, including standard capacity calculation practice in the Indian
industrial gases industry and capacity of other ancillary equipment installed at the relevant operating facility. Assumptions and estimates taken into account for measuring installed capacities include 300 working days in a year,
with the plant operating for 24 hours on each such day.
**Actual production represents quantum of production in the relevant facility in the relevant Fiscal.
#Capacity utilization has been calculated on the basis of actual production in the relevant Fiscal divided by the annual available capacity during such Fiscal.
Notes:
(1) CRU located at Lehri, Punjab at PGPL’s ethanol facility has commenced its production from August, 2024. Accordingly, for the financial year ended March 31, 2025, the total number of operational days has been
considered as 190 days (on a proportionate basis). Further, as the CRU was not operational during the financial years ended March 31, 2024 and March 31, 2023, there was no installed capacity or capacity utilisation for
those periods.
(2) CRU located at Raipur Rani, Haryana has commenced its production from June, 2023. Accordingly, for the financial year ended March 31, 2024, the total number of operational days has been considered as 250 days (on
a proportionate basis). Further, as the CRU was not operational during the financial years ended March 31, 2023, there was no installed capacity or capacity utilisation for that period.
(3) CRU located at Hathin, Haryana has lower capacity utilisation in the financial year ended March 31, 2025 due to non-operation of the dependent distillery for a period of 4 (four) months.
(4) CRU located at Bulandshahr, Uttar Pradesh has lower capacity utilisation in the financial year ended March 31, 2025 and for the six-month period ended September 30, 2025, due to non-operation of the dependent
distillery for a period of 1 (one) month in the respective period.
(5) CRU located at Rajpura, Punjab has lower capacity utilisation in the financial year ended March 31, 2025, due to non-operation of the dependent distillery for a period of 3 (three) months in the period.
(6) The existing installed capacity of the CRU located at Ambala, Haryana was increased in mid-August 2024, during the financial year ended March 31, 2025, from 100 MTPD to 140 MTPD, resulting in an increase in
aggregate installed capacity. Accordingly, for the period of 112 days, a capacity of 100 MTPD is considered, and for the balance period of eight months, a capacity of 140 MTPD is considered.
(7) CRU located at Rajahmundry, Andhra Pradesh has commenced its production from August, 2025. Accordingly, for the two-month period ended September 30, 2025, the total number of operational days has been considered
as 15 days (considering the initial down-time during the setting up of the plant). Further, as the CRU was not operational during the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, there was
no installed capacity or capacity utilisation for those periods.
(8) CRU located at Shiggaon, Karnataka has commenced its production from June, 2025. However, after commencement of operations, the CRU was non-operational for the months of August and September, 2025. Accordingly,
for the six-month period ended September 30, 2025, the total number of operational days has been considered as 31 days. Further, as the CRU was not operational during the financial years ended March 31, 2025, March
31, 2024 and March 31, 2023, there was no installed capacity or capacity utilisation for those periods.
270(9) CRU located at Phaltan, Maharashtra has lower capacity utilisation in the financial year ended March 31, 2025 and March 31, 2024, due to non-operation of the dependent distillery for a period of 7 (seven) months and
4 (four) months in the respective period.
(10) CRU located at Aurangabad, Maharashtra-II has commenced its production from February, 2024. Accordingly, for the financial year ended March 31, 2024, the total number of operational days has been considered as
30 days (on an approximate basis). Further, as the CRU was not operational during the financial year ended March 31, 2023, there was no installed capacity or capacity utilisation for that period.
(11) CRU located at Indore, Madhya Pradesh has lower capacity utilisation in the financial year ended March 31, 2025 and the period ending September 30, 2025 due to expansion undertaken in the dependent distillery.
CAPACITY AND CAPACTIY UTILISATION – Ethanol Segment
The table below sets out the actual capacity and capacity utilisation for the Ethanol Distillery owned and operated by PGPL, in and for the six months period ended September 30, 2025 and
Fiscals 2025, 2024 and 2023:
For the six-month period ended For the Financial Year ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Gross
Actual Actual Actual Actual
Capac UOM Installed Capacity Installed Capacity Installed Capacity Installed Capacity
Particulars Productio Productio Productio Productio
ity Capacity Utilisation Capacity Utilisation Capacity Utilisation Capacity Utilisation
n n n n
(1) (%) (3) (1) (%) (3) (1) (%) (3) (1) (%) (3)
(2) (2) (2) (2)
Ethanol
Manufacturin
150 KLPD 27,000 26,555 98.35% 54,000 43,500 80.56% 4,500 3,567 79.26% - - -
g Unit, Lehri,
Punjab
Note: Ethanol Manufacturing Unit located at Lehri, Punjab has commenced its production from February, 2024. Accordingly, for the financial year ended March 31, 2024, the total number of operational days has
been considered as 30 days (on an approximate basis). Further, as the Ethanol Manufacturing Unit was not operational during the financial years ended March 31, 2023, there was no installed capacity or capacity
utilisation for the same period.
1) Installed capacity represents the installed capacity as of the last date of the relevant Fiscal. The installed capacity are based on various assumptions and estimates, including standard capacity calculation practice
in the Indian industrial gases industry and capacity of other ancillary equipment installed at the relevant operating facility. Assumptions and estimates taken into account for measuring installed capacities include
300 working days in a year, with the plant operating for 24 hours on each such day.
(2) Actual production represents quantum of production in the relevant facility in the relevant Fiscal.
(3) Capacity utilization has been calculated on the basis of actual production in the relevant Fiscal divided by the annual available capacity during such Fiscal.
271CUSTOMERS
We operate 17 CRUs in partnership with several distilleries. For our CO products, we have an extensive and diversified
2
customer base and maintain long-standing relations with our customers across industries. Set out below is a break-up of
the revenue contribution of our top 1, 3, 5 and 10 customers to our revenues from operations in the six months period
ended September 30, 2025 and the last three Fiscals:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Top 1 Customer 11,167.72 39.97 15,360.12 31.46 1,184.68 8.68 1,175.45 10.65
Top 3 Customer 19,233.03 68.84 30,528.99 62.53 3,301.22 24.18 2,259.31 20.47
Top 5 Customer 20,492.10 73.35 32,226.02 66.00 4,319.57 31.64 3,130.25 28.36
Top 10 Customer 21,876.27 78.31 34,767.55 71.20 6,007.13 44.00 4,730.26 42.86
^ Not annualised.
Our top ten customers during the six months ended September 30, 2025 and in the last three Fiscals are as under:
During the six months ended September 30, 2025:
% of Revenue from
Customer Name Amount (in ₹ lakhs)
Operations (in %)
Customer 1* 11,167.72 39.97
Customer 2* 6,638.24 23.76
Customer 3* 1,427.07 5.11
Customer 4* 762.08 2.73
Varun Beverages Limited 496.99 1.78
Customer 6* 361.54 1.29
Customer 7* 332.35 1.19
M.S. Marketing 231.38 0.83
Customer 9* 230.50 0.83
Indo Autotech Limited Gujarat 228.40 0.82
Total 21,876.27 78.31
* Names of some of our customers have not been disclosed to preserve confidentiality.
For the Fiscal 2025
% of Revenue from
Customer Name Amount (in ₹ lakhs)
Operations (in %)
Customer 1* 15,360.12 31.46
Customer 2* 9,613.44 19.69
Customer 3* 5,555.43 11.38
Varun Beverages Limited 1,027.00 2.10
Assago Industries Private Limited 670.03 1.37
Hindustan Coca Cola Beverages Private Limited 588.43 1.21
Moon Beverages Limited 516.99 1.06
VINP Distilleries and Sugars Private Limited 505.02 1.03
Customer 9* 466.10 0.95
Indo Auto Tech Limited 464.99 0.95
Total 34,767.55 71.20
272* Names of some of our customers have not been disclosed to preserve confidentiality.
For the Fiscal 2024
% of Revenue from
Customer Name Amount (in ₹ lakhs)
Operations (in %)
Customer 1* 1,184.68 8.68
Customer 2* 1,060.07 7.76
Varun Beverages Limited 1,056.47 7.74
Hindustan Coca Cola Beverages Private Limited 607.00 4.45
Customer 5* 411.35 3.01
Customer 6* 388.45 2.85
Customer 7* 355.22 2.60
Indo Auto Tech Limited 330.94 2.42
Customer 9* 309.94 2.27
Sri Sarvaraya Sugars Limited 303.01 2.22
Total 6,007.13 44.00
* Names of some of our customers have not been disclosed to preserve confidentiality.
For the Fiscal 2023
% of Revenue from
Customer Name Amount (in ₹ lakhs)
Operations (in %)
Varun Beverages Limited 1,175.45 10.65
MG Petrochem Private Limited 545.65 4.94
Hindustan Coca Cola Beverages Private Limited 538.21 4.88
Moon Beverages Limited 445.58 4.04
Paradeep Phosphates Limited (formerly Mangalore
425.36 3.85
Chemicals and Fertilizers Limited)
M.S Marketing 413.82 3.75
Malbros International Private Limited 400.41 3.63
Kandhari Beverages Private Limited 287.80 2.61
Customer 9* 252.45 2.29
Customer 10* 245.53 2.22
Total 4,730.26 42.86
* Names of some of our customers have not been disclosed to preserve confidentiality.
RAW MATERIALS AND UTILITIES
Our primary raw material for the manufacture of liquid CO₂ and dry ice is impure CO generated as a by-product of
2
fermentation at distilleries. We capture this continuous stream of CO₂ emissions at source through our CRUs, installed
within or adjacent to such premises under long-term operating arrangements. This model provides us with assured and
predictable access to high-concentration feed gas, and enables efficient purification into food and industrial-grade liquid
CO₂ and dry ice.
In our ethanol segment, the principal raw materials comprise grain-based feedstock, including maize, Broken rice and
FCI Rice, used for the production of fuel-grade ethanol. The distillation process also generates by-products such as DGS,
which are monetised separately. In addition, the captive power plant supporting the distillery operations utilises biomass
fuels such as paddy straw and husk, contributing to energy security and sustainable operations.
For the installation of turnkey CO2 plants, we rely on component units procured from established third-party
manufacturers specialising in such equipment and systems.
273Pursuant to the operational agreements entered into with the respective distilleries, our CRUs source essential utilities,
including electricity and water, directly from the host facilities at whose premises they are located, as per the terms of
the respective operational agreements.
The ethanol manufacturing plant operates with a captive power plant operated by PGPL, while the electricity
requirements above and beyond captive generation are sourced from a public-sector electricity provider, enabling stable
and efficient power availability for its grain-based operations.
Set forth below are our cost of materials consumed and fuel expenses in the six months period ended September 30, 2025
and Fiscals 2025, 2024 and 2023:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars
Amount Amount Amount Amount
% of total % of total % of total % of total
(₹ in (₹ in (₹ in (₹ in
expense expense expense expense
lakhs) lakhs) lakhs) lakhs)
Cost of Materials 18,081.92 71.81 33,912.09 74.03 7,155.30 56.78 4,620.37 45.22
Consumed
Purchases of 51.19 0.20 28.59 0.06 22.50 0.18 0.20 0.00
Stock-in-Trade
Changes in 566.29 2.25 206.09 0.45 (894.87) (7.10) 3.50 0.03
inventories of
finished goods,
Stock-in -Trade
Power & fuel 1,711.61 6.80 3,008.66 6.57 1,540.85 12.23 1,316.86 12.89
expense
Total 20,411.01 81.06 37,155.43 81.11 7,823.78 62.09 5,940.93 58.14
SUPPLIERS
Raw CO₂ gas, our primary raw material, is sourced as a by-product from fermentation processes at distilleries, where our
CRUs are installed and operated under long-term arrangements. These arrangements typically include long-term
contractual terms and, in certain cases, minimum guaranteed offtake commitments.
For the supply of CO₂ recovery plants on a turnkey basis, we procure key equipment such as compressors, refrigeration
systems and storage tanks from domestic and international manufacturers and integrate them into our plants based on our
engineering specifications. We also procure other consumables for storage and distribution, and raw materials for ethanol
production from various third-party suppliers.
COMPETITION
Our Company operates in a competitive landscape shaped by access to captive CO₂ sources, operating scale, logistics
capabilities and compliance with stringent purity standards. Competition is driven by integrated industrial gas players
and established domestic producers that benefit from long-term recovery agreements, multi-location sourcing and strong
distribution infrastructure. Increasing regulatory focus, sustainability commitments and quality requirements are raising
entry barriers and favouring players with secure feedstock linkages, technological capabilities and reliable supply
networks. (Source: Dun & Bradstreet Report) For more information on operational benchmarking and financial
benchmarking with respect to our key competitors, see “Industry Overview" on page 193.
For further details, see “Risk Factors – We may be affected by competition law in India and any adverse application or
interpretation of the Competition Act could adversely affect our business” on page 76.
HUMAN RESOURCES
As on September 30, 2025, our Company had 273 full-time employees, excluding our Executive Directors. The table
below sets out the details of the employees of our Company for the period indicated:
274Department Number of employees as at September 30, 2025
Accounts, legal & secretarial 24
Administration department 17
Finance department 2
HR department 1
Quality assurance & quality control 18
Security department 4
Supply chain & logistics department 111
CO production & operations 95
2
Sales and marketing 1
Total 273
The table below provides the attrition rate for our employees, key managerial personnel and senior management as well
as our skilled and unskilled personnel for the periods indicated:
Six months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
2025
Number of employees 273 246 233 215
Employee attrition rate (in %)* 15.83 35.83 16.52 9.22
Number of Key Managerial Personnel 1 - - -
Key Managerial Personnel attrition rate* - - - -
Number of Senior Management Personnel - - - -
Senior Management attrition rate* - - - -
Number of skilled employees 213 195 191 185
Skilled employees attrition rate (in %)* 6.25 12.23 34.02 15.27
Number of unskilled employees 60 51 42 30
Unskilled employees attrition rate (in %)* 26.67 38.89 40.43 17.86
* Attrition rate has been calculated by dividing the total number of employees who resigned during the relevant year/period with the
average of the number of employees at the beginning of the relevant year/period and at the end of the relevant year/period
Health and employee safety
We endeavour to adhere to laws and regulations relating to protection of health and employee safety. We have formalised
comprehensive internal standard operating procedures governing the skill enhancement and competency development
trainings of our employees. Further, in respect of our CRUs engaged in the production of food-grade CO₂, we maintain
and implement safety protocols in alignment with the applicable safety guidelines prescribed by the certifying authorities
responsible for food safety and security accreditations. We also periodically conduct fire safety training programmes,
along with fire mock drills, to ensure preparedness and reinforce a culture of safety awareness among our employees.
SALES AND MARKETING
Our sales and marketing strategy focuses on building and maintaining long-standing relationships with customers across
diverse end-use industries, including beverages, breweries, ethanol, oil and gas, chemicals and automobiles. As CO₂ is a
critical input in several manufacturing and processing applications, customers typically undertake technical evaluations
and supplier qualification processes prior to approval.
We have a diversified customer base and maintain long-standing relationships with several domestic and multinational
companies. For further details, see “-Customers” and “Competitive Strengths - Long standing customer relations with
established domestic clientele” on pages 272 and 251, respectively. Our sales and marketing operations, led by our CEO
under the supervision and guidance of our Executive Directors, involve working closely with customers to understand
their operational requirements and offer supply and engineering solutions, including on-site supply, operations and
maintenance and turnkey project execution.
QUALITY ASSURANCE AND QUALITY CONTROL
Our operations incorporate established quality assurance and quality control systems to ensure that our products meet
applicable regulatory and customer standards. In relation to the supply of beverage-grade CO₂ to beverage manufacturers,
275we adhere to the guidelines prescribed by under ISBT standards as well as customer-specific specifications, which
prescribe limits on purity, moisture, hydrocarbons and other impurities. We undertake batch-wise testing through our
quality control laboratories in accordance with documented standard operating procedures, issue certificates of analysis
and compliance, and subject our products to periodic independent laboratory testing. Our facilities and processes are also
subject to customer audits, inspections and vendor qualification procedures to ensure compliance with applicable quality
standards.
Similarly, our ethanol manufacturing operations follow a structured quality assurance and quality control framework
designed to ensure compliance with Bureau of Indian Standards (“BIS”), OMC specifications and applicable statutory
requirements. This includes quality checks on raw materials, monitoring of process parameters during fermentation and
distillation, maintenance of batch-wise records for traceability, regular calibration of laboratory equipment, in-process
quality checks and final product testing prior to dispatch.
PROPERTIES
Our Registered Office is located at Khasra No. 112//4/2/1, Village Lehri, Tehsil Talwandi Sabo, District Bathinda – 151
302, Punjab, India and our Corporate Office is located at 1897, Arya Samaj Chowk, Bathinda – 151 001, Punjab, India.
The table below provides the details of our material properties, and properties leased from our related parties:
Whether
lessor is a Duration /
Sr.
Property Address Owned/Leased Details of Agreement related period of
No.
party or lease
not
1. Registered Khasra No. Leased from Name of lessor: Pancarbo Yes# December,
Office 112//4/2/1, Village our Subsidiary Greenfuels Private 2025 to
Lehri, Tehsil Limited December,
Talwandi Sabo, 2050
District Bathinda – Date of agreement:
151 302, Punjab, December 1, 2025
India
Lease amount: ₹ 0.50
lakhs per annum
2. Corporate 1897, Arya Samaj Leased from Name of lessor: Jatinder Yes# March 26,
Office Chowk Bathinda, our Promoter Kaur Kohli 2026 to
151 001, Punjab, and Non- March 25,
India Executive Date of agreement: 2027
Director March 26, 2026
Lease amount: ₹ 1.20
lakhs per annum
3. Business No.342, Third Floor, Leased from Name of lessor: Punjab Yes# December 1,
office Spaze Edge, Sector our Subsidiary Fusion Private Limited 2025 to
47, Sohna Road, November
Gurugram – 122 018, Date of agreement: 30, 2030
Haryana, India December 11, 2025
Lease amount: ₹ 0.50
lakhs per annum
4. Workshop Sivian Road, Village Owned - - -
Sivian, Bathinda –
151 302, Punjab,
India
5. CO₂ Village Lehri, Tehsil Leased from Name of lessor: No Period of 5
recovery Talwandi Sabo, our Subsidiary Pancarbo Greenfuels years
unit Bhatinda District – Private Limited commencing
151 302, Punjab, from
India Date of agreement: July commercial
31, 2023 production
276Whether
lessor is a Duration /
Sr.
Property Address Owned/Leased Details of Agreement related period of
No.
party or lease
not
Lease amount: ₹ 0.50 of CO at the
2
lakhs per annum unit
# All transactions with related parties have been entered into by our Company at an arm’s length basis.
For further details and information on risks related to the properties held by us on a leasehold / freehold basis from our
related parties, please see “Risk Factors – Certain of our properties, including our registered office, corporate office,
business office and one of our CO₂ recovery units, have been leased from related parties, which may give rise to potential
conflicts of interest” on page 44.
Additionally, we have leased 13 other CRUs from the respective distillery owners at whose premises such CRUs are
located. The tenure of these lease arrangements ranges from 5 years to 12 years, and the corresponding lease payments
range from ₹0.50 lakhs to ₹5.00 lakhs per annum.
INTELLECTUAL PROPERTY
As on the date of this Draft Red Herring Prospectus, we have two registered trademarks in India. These include the
registered ‘Pancarbo’ wordmark, and the registered logo of our Company.
For further details and information on risks related to our intellectual property, see “Risk Factors – We may be unable to
adequately obtain, maintain, protect and enforce our intellectual property rights. We may also be subject to intellectual
property infringement claims, which may be expensive to defend and may disrupt our business and operations.” on page
62.
INFORMATION TECHNOLOGY
Our information technology systems support our manufacturing, project engineering and supply chain operations and
assist in improving operational efficiency and control. Our CO₂ recovery and processing plants are equipped with
distributed control systems (“DCS”) that enable centralized monitoring and control of plant operations and provide real-
time data on key equipment parameters, storage levels and product quality. The movement of our tankers is monitored
through GPS-enabled systems, enabling efficient fleet management and timely deliveries. In certain cases, tanks installed
at customer locations are equipped with level monitoring or telemetry systems to support production planning and
replenishment. We also use IT systems for production planning, inventory tracking and maintenance management. Our
accounting and financial reporting functions are managed through Tally and Precise Central Analytics software. In
addition, we use standard office automation tools for documentation and communication, and maintain appropriate IT
security and backup systems, which are periodically upgraded to support operational efficiency and business continuity.
KEY MACHINERY AND EQUIPMENT
We have deployed and use various machineries across our CRUs. Below mentioned is a description of our machinery
and equipment owned by us and is used for our CCU operations:
Sr. No. Machinery / Equipment Description
1. Foam Trap Removes foam coming from the fermentation vessel.
2. Blower Extracts raw CO₂ at 0.1 kg/cm² and provides a constant flow up to the compressor
unit.
3. Low Pressure Water Performs water washing for removal of volatile oxygenates such as acetaldehyde,
Scrubber ethanol, methanol, methane, and other non-methane compounds.
4. Moisture Separator I Removes condensed moisture from CO₂ gas prior to compression.
(Knockout Drum)
5. CO₂ Compressor I Increases pressure from 0.4 kg/cm² to 4 kg/cm².
6. Water Cooler Cools the temperature of superheated compressed CO₂ gas.
7. Moisture Separator II Removes water content formed due to condensation resulting from temperature
changes.
277Sr. No. Machinery / Equipment Description
8. CO₂ Compressor II Increases pressure up to 15–19 kg/cm².
9. High Pressure Water Performs high-pressure water washing at the discharge pressure of the second-
Scrubber stage compressor to remove residual volatile oxygenates not removed in the low-
pressure scrubber.
10. Moisture Separator III Removes water content following the water washing stage.
11. Activated Carbon Filters Facilitate deodorization of CO₂ and adsorption of impurities such as sulphur
compounds and lighter hydrocarbons.
12. NH₃ Pre-Cooler Improves energy efficiency and enhances dryer performance by removing up to
80% of moisture.
13. Moisture Separator IV Removes water content collected at the bottom of the system.
14. Drier Performs final dehydration of CO₂ gas to achieve the required moisture
specification.
15. Micron Filters Filter CO₂ gas/liquid stream to remove fine particulate impurities before further
processing.
16. Reboiler Enhances energy efficiency as a heat exchanger for the chiller system.
17. Chiller Liquefies CO₂ vapour to convert it into liquid form.
18. Stripper Column Removes non-condensable gases and increases CO₂ purity.
19. NOx Tower Absorbs impurities consisting of oxides of nitrogen.
20. Recirculation Vessel Facilitates liquefaction of CO₂ vapour into liquid form.
21. Storage Tank Stores liquid CO₂.
INSURANCE
We maintain various insurance policies including motor safety insurance, property damage insurance, and fire safety
policy to cover risks associated with our CRUs and CO transportation tankers. As of September 30, 2025, the aggregate
2
insurance coverage secured by our Company in respect of its tangible assets amounts to ₹ 30,083.43 lakhs. The table
below sets forth the details of our total insurance coverage as well as insurance coverage in terms of our total tangible
assets, as contained in the Restated Consolidated Financial Information:
For the six
months period
Particulars ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
2025
Total tangible assets (₹ in lakhs)* 21,842.25 20,685.69 19,510.33 8,169.45
Insurance coverage (₹ in lakhs)# 30,083.43 31,615.77 24,547.78 16,060.19
Insurance coverage, as a % of total 137.73 152.84 125.82 196.59
tangible assets (in %)
* Total tangible assets = Net value of Property, plant and equipment including tangible capital work-in-progress and inventories, but
does not include freehold land.
# Insurance coverage shall be sum of all insurance coverage amount in relation to tangible assets.
CORPORATE SOCIAL RESPONBILITY
We have adopted a Corporate Social Responsibility (“CSR”) policy in accordance with the provisions of the Companies
Act, 2013 and the rules made thereunder, which sets out the framework for undertaking our CSR initiatives. We have
also set up the CSR Committee, pursuant to a resolution of our Board dated March 7, 2026. For further details, see “Our
Management – Corporate Governance” on page 306. In the last two fiscals, our CSR activities have been undertaken
through the Shri Radha Krishana Seva Samiti Trust and fundings to the National Education and Welfare Society, and
have focused on areas such as education, healthcare and environmental sustainability. The implementation and
monitoring of our CSR initiatives are carried out in accordance with our CSR policy and applicable legal requirements.
The table below sets forth our CSR expenditure for the periods indicated:
278(₹ in lakhs)
Particulars Six months period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended September 30,
2025
CSR Expenditure 27.00 7.90 2.50 -
279KEY REGULATIONS AND POLICIES IN INDIA
The following is an overview of certain sector-specific relevant laws and regulations which are applicable to the business
and operations of our Company and our Subsidiaries. The information detailed in this section has been obtained from
publications available in the public domain. The description of laws and regulations set out below is not exhaustive but
is indicative and is only intended to provide general information to investors and 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
remain subject to judicial and administrative interpretations thereof, which are subject to change or modification by
subsequent legislative, regulatory, administrative or judicial decisions. For further details of government approvals
obtained by our Company and our Material Subsidiaries, see ‘Government and Other Approvals’ on page 453.
Business Related Laws
The Electricity Act, 2003 (the “Electricity Act”) read with the Electricity Rules, 2005 (the “Electricity Rules”)
The Electricity Act is the central legislation which covers, among others, generation, transmission, distribution, trading
and use of electricity. Under the Electricity Act, the transmission, distribution and trade of electricity are regulated
activities that require licenses from the Central Electricity Regulatory Commission (“CERC”), the State Electricity
Regulatory Commissions (“SERCs”) or a joint commission (constituted by an agreement entered into by two or more
state governments or the central government in relation to one or more state governments, as the case may be).
The generating company is required to establish, operate and maintain generating stations, tie-lines, sub-stations and
dedicated transmission lines. Further, the generating company may supply electricity to any licensee or even directly to
consumers and have a right to open access, for the purpose of carrying electricity subject to availability of adequate
transmission and distribution systems and payment of transmission charges, including wheeling charges and open access
charges, as may be determined by the appropriate electricity regulatory commission. In terms of the Electricity Act,
‘open’ access means the non-discriminatory provision for the use of transmission lines or distribution system or
associated facilities with such lines or system, by any licensee or consumer or a person engaged in generation in
accordance with the regulations specified by the appropriate electricity regulatory commission.
Under the Electricity Act, the appropriate commission shall specify the terms and conditions for the determination of
tariff. Pursuant to the powers granted under the Electricity Act, various regulations and guidelines have been framed by
the CERC and the SERCs for determination of tariff for thermal producers and generation, distribution, transmission,
allowing open access, among others.
The Electricity Rules, 2005 along with subsequent amendments inter alia provides for: (a) minimum fifty–one percent
off take of energy generated in the captive power plant by the captive user; (b) minimum of twenty–six percent ownership
of the captive user(s); (c) accounting of subsidy provided to certain consumers;(d) compliance with directions by
transmission licensee; e) surcharge payable by consumers seeking open access; (f) energy storage systems; (g)
development of hydro power; and h) implementation of uniform renewable energy tariff for central pool. The Ministry
of Power (“MoP”) released additional amendments to the Electricity Rules, 2005 (“Amendment Rules”). To clarify
certain changes brought by the Amendment Rules, the MoP in 2023, which inter-alia, permitted the consumption of
electricity by the subsidiary company or the holding company of captive user from the Captive Generating Plant
(“CGP”), to also be included while determining the captive consumption of such captive user. The Electricity
(Amendment) Bill, 2022 was introduced to amend certain provisions of the Electricity Act.
Food Safety and Standards Act, 2006 (FSS Act)
FSS Act is the primary legislation in India relating to food and the corresponding safety standards. The FSS Act inter-
alia mandates that no food business operator shall himself or herself or by any person on his behalf manufacture, store,
sell or distribute any article of food – (i) which is unsafe; or (ii) which is misbranded or sub-standard or contains
extraneous matter; or (iii) for which a license is required, except in accordance with the conditions of the license; and
(iv) This is for the time being prohibited by the Food Authority or the Central Government or the State Government in
the interest of public health.
In exercise of powers under the FSSA, the FSSAI has also framed the Food Safety and Standards Rules, 2011 (FSSR).
The FSSR sets out the enforcement structure of ‘commissioner of food safety’, ‘the food safety officer’ and ‘the food
analyst’ and procedures of taking extracts, seizure, sampling and analysis. The FSSA also lays down penalties for various
offences, including recall procedures. The Food Safety and Standards (Licensing and Registration of Food Businesses)
280Regulations, 2011 provides for the conditions and procedures for registration and licensing process for food business and
lays down general requirements to be fulfilled by various food business operators (FBOs), including petty FBOs as well
as specific requirements to be fulfilled by businesses dealing with certain food products.
The FSSAI has also framed the following food safety and standards regulations in relation to various food products and
additives:
• Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;
• Food Safety and Standards (Packaging) Regulation, 2018;
• Food Safety and Standards (Labelling and Display) Regulation, 2020;
• Food Safety and Standards (Food Product Standards and Food Additives) Regulations, 2011;
• Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011;
• Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011; and
• Food Safety and Standards(Laboratory and Sampling Analysis) Regulations, 2011
The Prevention of Food Adulteration Act, 1954
The Prevention of Food Adulteration Act, 1954 is the basic statute intended to protect the common consumer against
supply of adulterated food and specifies different standards on various articles of food. The standards are of minimum
quality level intended for ensuring safety in the consumption of these food items and for safeguarding against harmful
impurities, adulteration etc. Provisions of the Act are mandatory and contravention of the Rules can lead to both fine and
imprisonment.
The Bureau of Indian Standards Act, 2016 (BIS Act) and Bureau of Indian Standards Rules, 2018
The BIS Act and the corresponding rules delineate the processes for standardization, marking, and quality certification
of commodities. The BIS Act provides for the functions of the BIS which includes, among others (a) publish, establish,
promote and review Indian standards; (b) adopt as Indian standard, any standard, established by any other institution in
India or elsewhere, in relation to goods, articles, processes, systems or services; (c) functions necessary for promotion,
monitoring and management of the quality of goods, articles, processes, systems and services and to protect the interests
of consumers and other stake holders; and (d) undertake, support and promote research necessary for formulation of
Indian standards. The BIS Act empowers the Central Government to order compulsory use of standard mark for any
goods or article if it finds it expedient to do so in public interest, national security, protection of human, animal or plant
health, safety of environment or prevention of unfair trade practices. The BIS Act also provides the penalties in case there
is a contravention of the provisions of the BIS Act. A fine of up to ₹5 lakh can be imposed for improper use of standard
mark. For the first offense of manufacturing/selling goods without mandatory standard mark, imprisonment for up to two
years and a fine of not less than ₹2 lakh. Subsequent offenses attract a minimum fine of ₹5 lakh and can go up to ten
times the value of the goods involved, or both.
Ethanol Blending Program (EBP Program)
The EBP Program legally mandates that oil companies shall mix ethanol with petrol at specific percentages. The Ethanol
Blending Program operates to lower the consumption of fossil fuels, realize significant savings in foreign exchange
reserves, and integrate the agricultural economy with the country’s energy demands.
Ethanol Procurement Pricing (EPP)
The EPP is a pricing mechanism that dictates the fixed minimum rate at which government-controlled oil companies are
required to purchase ethanol from domestic suppliers. By assuring a profitable and stable price for the fuel, this policy
incentivises distillers to invest in and maintain the high production capacity needed to meet the national blending
mandates.
Contract Labour (Regulation and Abolition) Act, 1970
281Contract Labour (Regulation and Abolition) Act, 1970 (CLRA Act) has been enacted to regulate the employment of
contract labour in certain establishments, the regulation of their conditions and terms of service and to provide for its
abolition in certain circumstances. The CLRA Act applies to every establishment in which 20 or more workmen are
employed or were employed on any day of the preceding 12 months as contract labour. The CLRA Act vests the
responsibility on the principal employer of an establishment to which the CLRA Act applies to make an application to
the registered officer in the prescribed manner for registration of the establishment. In the absence of registration, a
contract labour cannot be employed in the establishment. Likewise, every contractor to whom the CLRA Act applies is
required to obtain a license and not to undertake or execute any work through contract labour except under and in
accordance with the license issued. The principal employer is under an obligation to provide various facilities as provided
under the CLRA Act, within a prescribed time period, in case the contractor does not provide such facilities. Penalties,
including both fines and imprisonment, may be levied for contravention of the provisions of the CLRA Act.
The Indian Boilers Act, 1923 and the Indian Boiler Regulations, 1950
The Indian Boilers Act, 1923 (Boilers Act) seeks to regulate, inter alia, the manufacture, possession and use of boilers.
In terms of the provisions of the Boilers Act, an owner of a boiler is required to get the boiler registered and certified
for its use, by an inspector appointed by the relevant State Government Indian Boiler Regulations, 1950 (Boiler
Regulations) have been framed under the Boilers Act. The Boiler Regulations deal with the materials, procedure and
inspection techniques to be adopted for the manufacture of boilers and boiler mountings and fittings.
The Petroleum Act, 1934 and Petroleum Rules, 2002
The Petroleum Act, 1934 (Petroleum Act) was passed to consolidate and amend the laws relating to the import,
transport, storage, production, refining and blending of petroleum. Under the Petroleum Rules, 2002, any person
intending to store furnace oil/petroleum, of such class and in such quantities, otherwise than under a licence shall take
the approval of the Chief Controller before commencing storage.
Consumer Protection Act, 2019
The Ministry of Consumer Affairs notified certain sections of the Consumer Protection Act, 2019 (“COPRA”) by way
of the notification dated July 15, 2020 (with effect from July 20, 2020), including sections regulating the formation and
functioning of the Consumer Protection Council at the national, state and district levels, the formation and functioning
of Consumer Dispute Redressal Commissions at the national, state and district levels, mediation of consumer disputes,
product liability actions and punishment for manufacturing for sale or storing, selling or distributing or importing
products containing adulterants and spurious goods. The COPRA has been enacted to provide for protection of the
interests of consumers and for the said purpose, to establish authorities for timely and effective administration and
settlement.
The COPRA provides a mechanism for the consumer to file a complaint against a product manufacturer, seller, or service
provider in cases of unfair contract or trade practices, restrictive trade practices, defected goods, goods which are
hazardous or likely to be hazardous to life being sold in contravention to safety standards, deficiency in services and price
charged being unlawful. It also places product liability on a manufacturer or product service provider or product seller,
to compensate for any harm caused by defective product or deficiency in services. It provides for a three-tier consumer
grievance redressal mechanism at the national, state and district levels. Non-compliance of the orders of the redressal
commissions attracts criminal penalties. The COPRA has, inter alia, also introduced a Central Consumer Protection
Authority to regulate matters relating to violation of rights of consumers, unfair trade practices and false or misleading
advertisements, which are prejudicial to the interests of public and consumers and promote, protect, and enforce the rights
of consumers.
The COPRA has also brought e-commerce entities and their customers under its purview including providers of
technologies or processes for enabling product sellers to engage in advertising or selling goods or services to a consumer,
online marketplaces and online auction sites. The Ministry of Consumer Affairs issued the Consumer Protection (E-
Commerce) Rules, 2020 (“E-Commerce Rules”) under the COPRA on July 23, 2020, which govern the online sale of
goods, services, digital products by entities which own, operate, or manage digital or electronic facility or platform for
electronic commerce (“E-Commerce Entities”), all models of e-commerce (including marketplace or inventory based),
and all ecommerce sellers. The E-Commerce rules lay down the duties and liabilities of E-Commerce Entities and
ecommerce sellers.
Sale of Goods Act, 1930
282The Sale of Goods Act governs contracts relating to sale of goods in India. The contracts for sale of goods are subject to
the general principles of the law relating to contracts. A contract of sale may be an absolute one or based on certain
conditions. The Sale of Goods Act contains provisions in relation to the essential aspects of such contracts, including the
transfer of ownership of the goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of
contract and the conditions and warranties implied under a contract for sale of goods.
Shops and Establishment Legislations
Under the provisions of local shops and establishments laws applicable in various states, establishments are required to
be registered. Such laws regulate the working and employment conditions of the workers employed in shops and
establishments including commercial establishments and provide for fixation of working hours, rest intervals, overtime,
holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the
employers and employees. Our offices are required to be registered under the shops and establishments legislations of
the states where they are located.
The Digital Personal Data Protection Act, 2023
The Digital Personal Data Protection Act, 2023 which was recently promulgated provides for collection and processing
of digital personal data by companies collecting data in digital form or in non-digital form which is digitised subsequently.
The Digital Personal Data Protection Act, 2023 is also applicable to processing of digital personal data outside the
territory of India, if such processing is in connection with any activity related to offering of goods or services to data
principals within the territory of India. The Digital Personal Data Protection Act, 2023 stipulates obligations in relation
to collection, recording, organisation, structuring, storage, adaptation, retrieval, use, alignment or combination, indexing,
sharing, disclosure by transmission, dissemination or otherwise making available, restriction, erasure or destruction of
personal data and appointment of a data protection officer for grievance redressal. In addition, significant data
fiduciaries, as defined in the Digital Personal Data Protection Act, 2023 are required to appoint an independent data
auditor who will evaluate their compliance with the Data Protection Act.
Information Technology Act, 2000 (IT Act)
The IT Act was enacted with the purpose of providing legal recognition to transactions carried out by the means of
electronic data interchange and other means of electronic communication, commonly referred to as electronic commerce,
which involve the use of alternatives to paper-based methods of communication and storage of information. The IT Act
also seeks to facilitate electronic filing of documents and create a mechanism for the authentication of electronic
documentation through digital signatures. The IT Act prescribes punishment for publishing and transmitting obscene
material in electronic form. The IT Act has extraterritorial jurisdiction over any offence or contravention under the IT
Act committed outside India by any person, irrespective of their nationality, if the act or conduct constituting the offence
or contravention involves a computer, computer system or computer network located in India. The Information
Technology (Amendment) Act, 2008, which amended the IT Act facilitates electronic commerce by recognizing contracts
concluded through electronic means, protects intermediaries in respect of third-party information liability and creates
liability for failure to protect sensitive personal data. The IT Act also prescribes civil and criminal liability including fines
and imprisonment for computer related offences including those relating to unauthorized access to computer systems,
tampering with or unauthorized manipulation of any computer, computer system or computer network and, damaging
computer systems and creates liability for negligence in dealing with or handling any sensitive personal data or
information in a computer resource and in maintaining reasonable security practices and procedures in relation thereto.
Legal Metrology Act, 2009
The Legal Metrology Act, 2009 (Metrology 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 matter’s incidental thereto. The Metrology Act, inter alia, provides for: (a) regulation of weight or
measure used in transaction or for protection; (b) approval of model of weight or measure; (c) verification of prescribed
weight or measure by Government approved Test Centre; (d) exempting regulation of weight or measure or other goods
meant for export; I nomination of a person by the companies who will be responsible for complying with the provisions
of the enactment; and (f) empowering the Central Government to make rules for enforcing the provisions of the
enactment. Any non-compliance or violation of the provisions of the Metrology Act may result in, among others, a
monetary penalty on the manufacturer or seizure of goods or imprisonment in certain cases.
Legal Metrology (Packaged Commodities) Amendment Rules, 2017
283The Legal metrology (Packaged Commodities) Rules, 2011 (2011 Rules) have been amended by the Packaged
Commodity Rules, which establish particular guidelines that apply to packages meant for retail sale, wholesale, export,
and import of packaged commodities. They also provide for the registration of packers and manufacturers. According to
the packaged Commodity Rules, any pre-packaged good sold to citizens for use and consumption must accurately list a
number of details, including the ingredients' description and quantity, the manufacturing date, the expiration date (for
perishable goods), the weight, any required warnings, the manufacturer's address, the manufacturer's contact information,
and additional information about the product's country of origin, customer care information, etc. Furthermore, particular
guidelines for online sales of packaged commodities and e-commerce transactions were established by the Legal
Metrology (Packaged Commodities) Amendment Rules, 2017. Furthermore, for pre-packed commodities, the Legal
Metrology (Packaged Commodities) Amendment Rules, 2021 (2021 Amendment Rules) mandate the required disclosure
of the month and year of manufacturing, the maximum retail price (MRP), and the unit sale price in Indian currency. On
March 28, 2022, the Legal Metrology (Packaged Commodities) Amendment Rules, 2022 (2022 Amendment Rules) were
adopted, amending both the 2011 Rules and the 2021 Amendment Rules. The 2022 Amendment Rules, among other
things, significantly clarify the 2021 Amendment Rules' introduction of the "unit sale price" for pre-packaged
commodities.
Factories Act, 1948
The Factories Act, 1948 (Factories Act) defines a ‘factory’ to cover any premises which employs 10 or more workers
and in which manufacturing process is carried on with the aid of power and any premises where there are at least 20
workers, even while there may not be an electrically aided manufacturing process being carried on. State Governments
have the authority to formulate rules in respect of matters such as prior submission of plans and their approval for the
establishment of factories and registration and licensing of factories. The Factories Act provides that the person who has
ultimate control over the affairs of the factory and in the case of a company, any one of the directors, must ensure the
health, safety and welfare of all workers. It provides such safeguards of workers in the factories as well as offers protection
to the exploited workers and improve their working conditions. The penalties for contravention of the Factories Act
include fine and imprisonment for the ‘occupier’ or ‘manager’ as defined under the Factories Act, and enhanced penalties
for repeat offences and contravention of certain provisions relating to use of the hazardous materials.
The Explosives Act, 1884
A complete law that governs the licensing of explosives manufacturing, possession, sale, transportation, export, and
import is called the Explosives Act. Any substance, whether a single chemical compound or a mixture of chemicals,
whether solid, liquid, or gaseous, used or created with the intention of producing a practical result by explosion or
pyrotechnic effect, is described as "explosives" under the Explosives Act. The Central Government possesses the
authority to promulgate regulations in compliance with the Explosives Act, which can be applied to any region of India.
These regulations can restrict or outright forbid the production, ownership, distribution, transportation, import, and export
of explosives, or any particular explosive class, unless authorized by a license granted under the terms of the regulations.
Violation or failure to adhere to the provisions may result in extensive penalty provisions which have been provided for
manufacture, import or export, possession, usage, selling or transportation of explosives under the Explosives Act.
The Static and Mobile Pressure Vessels (Unfired) Rules 2016 (“SMPV Rules”)
The SMPV Rules regulate the manufacture, filling, delivery, import, modification and repair of pressure vessels. Under
the SMPV Rules, licenses are required to be obtained for storage and transportation of compressed gas. The SMPV Rules
also prescribe conditions under which the licenses can be amended, renewed, suspended or cancelled
Micro, Small and Medium Enterprises Development Act, 2006
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act”) provides for the classification,
promotion and development of micro, small and medium enterprises (“MSMEs”) in India. Enterprises are classified
based on their investment in plant and machinery or equipment and turnover thresholds, as prescribed under the Act and
the rules framed thereunder. Entities may obtain registration under the MSMED Act through the Udyam Registration
system, which enables them to avail various benefits, including priority sector lending, access to government schemes
and protections in relation to delayed payments.
The MSMED Act also contains provisions to safeguard MSMEs against delayed payments from buyers, including the
right to receive interest on delayed payments and the ability to approach Micro and Small Enterprises Facilitation
Councils for dispute resolution. As an MSME-registered entity, our Company is required to comply with applicable
provisions under the MSMED Act, including those relating to classification, disclosures and reporting. Any failure to
284comply with the provisions of the MSMED Act or changes in the eligibility criteria or benefits available to MSMEs may
adversely affect our business, financial condition and results of operations.
Environmental Legislations
The Environment (Protection) Act, 1986
The Environment (Protection) Act, 1986 (EPA) is an umbrella legislation designed to provide a framework for the
government to coordinate the activities of various central and state authorities established under various laws, such as the
Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981, etc. The
EPA vests with the Government the power to take any measure it deems necessary or expedient for protecting and
improving the quality of the environment and preventing and controlling environmental pollution. This includes rules for
laying down the quality of environment, standards for emission of discharge of environment pollutants from various
sources as given under the Environment (Protection) Rules, 1986 and the Environment (Protection) Second Amendment
Rules, 2022, inspection of any premises, plant, equipment, machinery, and examination of manufacturing processes and
materials likely to cause pollution.
The Water (Prevention and Control of Pollution) Act, 1974
The Water (Prevention and Control of Pollution) Act, 1974 (Water Act) aims to prevent and control water pollution by
factories and manufacturing units and to maintain and restore the quality and wholesomeness of water. Under the Water
Act, any person establishing any industry, operation or process, any treatment or disposal system, using of any new or
altered outlet for the discharge of sewage or causing new discharge of sewage, must obtain the consent of the relevant
state pollution control board, which is empowered to establish standards and conditions that are required to be complied
with.
The Air (Prevention and Control of Pollution) Act, 1981
The Air (Prevention and Control of Pollution) Act, 1981 (Air Act) provides for the prevention, control and abatement of
air pollution. Pursuant to the provisions of the Air Act, any person establishing or operating any industrial plant within
an air pollution control area, must obtain the consent of the relevant state pollution control board prior to establishing or
operating such industrial plant. The state pollution control board must decide on the application within a period of 4
months of receipt of such application. The consent may contain certain conditions relating to specifications of pollution
control equipment to be installed at the facilities. No person operating any industrial plant in any air pollution control
area is permitted to discharge the emission of any air pollutant in excess of the standards laid down by the state pollution
control board.
Plastic Waste Management Rules, 2016
The Ministry of Environment, Forest and Climate Change published the Plastic Waste Management Rules, 2016 with the
aim of facilitating collection and recycling of plastic waste. It delegates responsibility to the waste generators for waste
segregation and disposal. Plastic Waste Management (Amendment) Rules, 2018 prescribed a central registration system
for the registration of the producer/importer/brand owner. Recently, the government has proposed draft Plastic Waste
Management Rules, 2021 which aims to ban the manufacture, import, stocking, distribution, sale and use of specific
single use plastic from January 1, 2022. The draft has also extended the applicability of rules to brand owner, plastic
waste processor, including the recycler and co-processor etc.
Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2016
The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2016 (Hazardous Waste Rules)
define the term ‘hazardous waste’ and any person who has control over the affairs of a factory or premises or any person
in possession of the hazardous waste is classified as an ‘occupier’. In terms of the Hazardous Waste Rules, occupiers
have been, inter alia, made responsible for safe and environmentally sound handling of hazardous wastes generated in
their establishments and are required to obtain license / authorization from the respective state pollution control board
for generation, processing, treatment, package, storage, transportation, use, collection, destruction, conversion, offering
for sale, transfer or the like of the hazardous waste.
E-Waste (Management), 2022 (“E-Waste Rules”)
285The E-Waste Rules apply to every manufacturer, producer, consumer, bulk consumer, collection centres, dealers, e-
retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase, collection, storage and
processing of e-wasteor electrical and electronic equipment as classified under the E-Waste Rules, including their
components, consumables, parts and spares which make the product operations. The E-Waste Rules mandate that a
manufacturer must register with the state pollution control board and also submit annual returns to the same authority.
Producers of such e-waste also have extensive responsibilities and obligations and may come under the scrutiny of either
the central pollution control board or the state pollution control board. The manufacturer, producer, importer, transporter,
refurbisher, dismantler and recycler shall be liable for all damages caused to the environment or a third party due to
improper handling and management of the e-waste and may have to pay financial penalties as levied for any violation of
the provisions under these rules by the state pollution control board with the prior approval of the central pollution control
board.
Public Liability Insurance Act, 1991 (the “Public Liability Act”)
The Public Liability Act imposes liability on the owner or controller of hazardous substances for any damage arising out
of an accident involving such hazardous substances. A list of ‘hazardous substances’ covered by the legislation has been
enumerated by the GoI by way of a notification. The owner or handler is also required to take out an insurance policy
insuring against liability under the legislation. The rules made under the Public Liability Act mandate that the employer
has to contribute towards the Environment Relief Fund, a sum equal to the premium paid on the insurance policies. This
amount is payable to the insurer.
The Chemical Accidents (Emergency Planning, Preparedness and Response) Rules, 1996 (“Chemical Accidents Rules”
The Chemical Accidents Rules, formulated pursuant to the provisions of the EPA, seek to manage the occurrence of
chemical accidents, by inter alia, setting up a central crisis group and a crisis alert system. The functions of the central
crisis group inter aliainclude, (i) conducting post-accident analysis of major chemical accidents; (ii) rendering
infrastructural help in the event of a chemical accident; and (iii) review district off site emergency plans.
Labour Law Legislations
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable
labour laws, including the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Employee’s State Insurance
Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Payment of Gratuity Act, 1972, the
Payment of Bonus Act, 1965, Contract Labour (Regulation and Abolition) Act, 1970, the Maternity Benefit Act, 1961,
the Employee’s Compensation Act, 1923, the Trade Unions Act, 1926, Equal Remuneration Act, 1976, the Industrial
Dispute Act, 1947, Apprentices Act, 1961, Industrial Employment (Standing Orders) Act, 1946, the Inter-State Migrant
Workmen (Regulation of Employment and Conditions of Service) Act, 1979, the Equal Remuneration Act, 1976, the
Child Labour (Prohibition and Regulation) Act, 1986, and the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
In order to rationalize and reform labour laws in India, the Government has enacted the following codes:
(a) Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes 4 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. It regulates, inter alia, the minimum wages payable to employees, the manner
of payment and calculation of wages and the payment of bonus to employees.
(b) Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of
employment in industrial establishments and undertakings, and the investigation and settlement of industrial
disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the
Industrial Disputes Act, 1947.
(c) Code on Social Security, 2020, which amends and consolidates laws relating to social security, and subsumes
various social security related legislations, inter alia including the Employee’s State Insurance Act, 1948, the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act,1961 and the
Payment of Gratuity Act, 1972. It governs the constitution and functioning of social security organisations such as
the Employee’s Provident Fund and the Employee’s State Insurance Corporation, regulates the payment of gratuity,
the provision of maternity benefits and compensation in the event of accidents that employees may suffer, among
others.
286(d) The Occupational Safety, Health and Working Conditions Code, 2020, consolidates and amends the laws regulating
the occupational safety and health and working conditions of the persons employed in an establishment. It replaces
13 old central labour laws including the Contract Labour (Regulation and Abolition) Act, 1970 and received the
presidential assent on September 28, 2020.
On November 21, 2025, the Ministry of Labour and Employment (“Ministry”) notified all four above mentioned labour
codes (collectively, “Labour Codes”). The Labour Codes consolidate 29 existing central labour laws. The Ministry also
clarified that during the transition, existing labour acts and their respective rules, regulations, notifications, standards,
schemes, etc. will continue to remain in force.
Intellectual Property Laws
Intellectual property rights refer to the general term for intangible, intellectual, industrial property rights through patents,
copyrights and trademarks and includes geographical indications, trade secrets, and confidential information. In India,
patents, trademarks and copyrights enjoy protection under both statutory and common law. The key legislations
governing intellectual property in India are the Trade Marks Act, 1999, Patents Act, 1970, Copyright Act, 1957 and the
Designs Act, 2000.
Laws relating to Taxation
The Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central Government
and State Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by the
Central Government and by the state government including union territories on intra-state supply of goods or services.
Further, Central Government levies GST on the inter-state supply of goods or services. The GST law is enforced by
various acts viz. Central Goods and Services Act, 2017 (CGST), relevant state’s Goods and Services Act, 2017 (SGST),
Union Territory Goods and Services Act, 2017 (UTGST), Integrated Goods and Services Act, 2017 (IGST), Goods and
Services (Compensation to States) Act, 2017 and various rules made thereunder.
Further, the Income-tax Act, 1961 (Income Tax Act) is applicable to every company, whether domestic or foreign whose
income is taxable under the provisions of this Act or rules made there under depending upon its ‘Residential Status’ and
‘Type of Income’ involved. The Income Tax Act provides for the taxation of persons resident in India on global income
and persons not resident in India on income received, accruing or arising in India or deemed to have been received,
accrued or arising in India. Every company assessable to income tax under the Income Tax Act is required to comply
with the provisions thereof, including those relating to tax deduction at source, advance tax, minimum alternative tax,
etc. In 2019, the Government has also passed an amendment act pursuant to which concessional rates of tax are offered
to a few domestic companies and new manufacturing companies.
In addition, state registration requirements and requirements to pay professional tax are applicable to inter alia
professionals, trades and establishments in terms of professional tax legislations applicable in various states in India
including the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975, Andhra Pradesh Tax
on Professions, Trades, Callings and Employment Act, 1987, Telangana Tax on Professions, Trades, Callings and
Employment Act, 1987, Karnataka Tax on Professions, Trades, Callings and Employment Act, 1976 and Madhya Pradesh
Professional Tax Act, 1995.
Customs Act, 1962
The Customs Act, 1962 (Customs Act), as amended, regulates import of goods into and export of goods from India by
providing for levy and collection of customs duties on goods. Any entity intending to import or export goods is first
required to get registered under the Customs Act and obtain an Importer Exporter Code. Customs duties are administrated
by Central Board of Indirect Tax and Customs under the Ministry of Finance, Government of India.
Laws governing foreign investments
Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999 (“FEMA”) along
with the rules, regulations and notifications made by the Reserve Bank of India thereunder, and the consolidated FDI
Policy (“Consolidated FDI Policy”) issued by the Department of Industrial Policy and Promotion, Ministry of
Commerce and Industry, Government of India from time to time. Under the current Consolidated FDI Policy (effective
from August 28, 2017), foreign direct investment in the sector in which our Company operates is permitted up to 100%
of the paid-up share capital of our Company under the automatic route, i.e. without requiring prior government approval,
subject to compliance with certain prescribed pricing guidelines and reporting requirements.
287Foreign Trade (Development and Regulation) Act, 1992 (FTA) and the Foreign Trade (Regulation) Rules, 1993 and the
Foreign Trade Policy, 2023
The FTA aims to facilitate the increase in foreign trade by regulating imports and exports to and from India. It authorizes
the government to announce and subsequently formulate the export and import policy and to keep amending the same on
a timely basis. The government has also been given a wide power to prohibit, restrict and regulate the exports and imports
in general as well as specified cases of foreign trade. The FTA read along with the Indian Foreign Trade Policy, 2023
provides that no person or company can make exports or imports without having obtained an importer exporter code
(“IEC”) number unless such person or company is specifically exempted. An application for an importer exporter code
number has to be made to the Office of the Director General of Foreign Trade, Ministry of Commerce. An IEC number
allotted to an applicant is valid for all its branches, divisions, units, and factories. Failure to obtain the IEC number shall
attract penalty under the FTA.
Other Applicable Laws
The respective State legislatures in India have the power to endow the municipalities (as defined under Article 243Q of
the Constitution of India) with the power to implement schemes and perform functions in relation to matters listed in the
Twelfth Schedule to the Constitution of India which includes regulation of public health. The respective States of India
have enacted laws empowering the municipalities to regulate public health including the issuance of a health trade license
for operating eating outlets and implementation of regulations relating to such license along with prescribing penalties
for non-compliance.
In addition to the above, our Company is also required to comply with the provisions of the Companies Act and rules
framed thereunder, Indian Contract Act, 1872, Transfer of Property Act, 1882, The Competition Act, 2002, Prevention
of Corruption Act, 1988, RBI guidelines, Insolvency and Bankruptcy Code, 2016, Civil Procedure Code (CPC), Bharatiya
Nyaya Sanhita, 2023, Bharatiya Nagarik Suraksha Sanhita, 2023, Negotiable Instruments Act, 1881, employment laws
and other applicable statutes enacted by the Centre or relevant State Governments and authorities for our day-to-day
business and operations. Our Company is also subject to various central and state tax laws where we operate.
Additionally, upon the successful completion of the Offer and the commencement of listing and trading of our Equity
Shares on the Stock Exchanges, our Company shall also be subject to applicable securities laws and regulations. These
include, inter alia, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange
Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Listing of Non-Convertible Securities)
Regulations, 2021, the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the SEBI (Prohibition
of Insider Trading) Regulations, 2015, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
the SEBI (Settlement Proceedings) Regulations, 2018 and such other securities laws, rules, circulars and guidelines, as
may be applicable from time to time.
288HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as ‘Punjab Carbonic Private Limited’, a private limited company under the
Companies Act, 1956, pursuant to a certificate of incorporation dated December 28, 1992 issued by the Registrar of
Companies, Punjab, H.P and Chandigarh at Chandigarh. Subsequently, our Company was converted from a private
limited company to a public limited company, pursuant to resolution passed by our Board of Directors in their meeting
held on November 29, 2025 and a resolution passed by our Shareholders in the EGM held on December 4, 2025 and the
name of our Company was changed to ‘Punjab Carbonic Limited’ and a fresh certificate of incorporation dated January
6, 2026 was issued by the Registrar of Companies, Central Processing Centre.
Changes in the registered office
The following table sets forth the details of the change in registered office of the Company since its date of
incorporation:
Effective Date Details of change in address of our registered Reason for change
office
December 4, 2025 The registered office of our Company was changed Administrative convenience
from Arya Samaj Chowk, Bathinda – 151 001,
Punjab, India to Khasra No. 112//4/2/1, Village
Lehri, Tehsil Talwandi Sabo, District Bathinda –
151 302, Punjab, India.
Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:
1. To manufacture sell and carry on business of industrial and medical gases, i.e. oxygen acetylene argon nitrogen,
carbon dioxide, nitrous oxide, freon, low pressure gas etc. in gas and liquid form dry ice and refilling of all kinds
of gases in gas cylinders.
2. To carry on business of producers and manufacturers of oxygen dissolved acetylene, nitrogen argon, hydrogen,
carbon dioxide, nitrous oxide, freon, carbonic acid and other gases or kindered substances or any compounds
thereof by any process and of selling or supplying such gases, substances and compounds or any of them to such
purpose as the Company may from time to time think desirable.
3. To deal with, manufacture and render saleable coke, coaltar pitch, asphaltum, ammoniacal liquor and other
residual products obtained in the manufacture of gas.
4. To construct, manufacture and maintain works for holding, receiving and purifying pipe fittings, machinery, work
meters, apparatus appliance convenient or necessary for the purpose of the Company.
5. To carry on the business of consultant’s advisors, and/or collaborators for the type of plants, and used of the
different gases.
6. To manufacture Food Grade High Purity Liquid Carbon Dioxide for the application of Beverages & Breweries,
pharmaceuticals and other Food Processing activities.
The objects clause as contained in the Memorandum of Association enables our Company to carry on the business
presently being carried out.
Amendments to the Memorandum of Association in the last 10 years preceding the date of this Draft Red Herring
Prospectus
Set out below are the amendments to our Memorandum of Association, in the last 10 years preceding the date of this
Draft Red Herring Prospectus:
289Date of
Shareholders’
Nature of Amendment
Resolution/
Effective Date
May 20, 2016 Clause III(A) of the MoA was amended to reflect the insertion of the following sub-clause (6):
“To manufacture Food Grade High Purity Liquid Carbon Dioxide for the application of
Beverages & Breweries, pharmaceutics and other Food Processing activities.”
August 2, 2016* Clause V of the MoA was amended to reflect the increase in authorised share capital of our
Company from ₹ 1,50,00,000 divided into 1,50,000 equity shares of face value of ₹ 100 each to
₹ 2,50,00,000 divided into 2,50,000 equity shares of face value of ₹ 100 each.
February 27, 2018#** Clause V of the MoA was amended to reflect the increase in authorised share capital of our
Company from ₹ 2,50,00,000 divided into 2,50,000 equity shares of face value of ₹ 100 each to
₹ 4,00,00,000 divided into 4,00,000 equity shares of face value of ₹ 100 each.
December 4, 2025 Clause I of the MoA was amended to reflect the change in name of our Company from ‘Punjab
Carbonic Private Limited to ‘Punjab Carbonic Limited, pursuant to the conversion of our
Company into a public limited company.
January 31, 2026 Clause V of the MoA was amended to reflect the subdivision of the existing 4,00,000 Equity
Shares of face value of ₹ 100 each to 40,00,000 Equity Shares of face value of ₹ 10 each.
Clause V of the MoA was amended to reflect the increase in authorised share capital of our
Company from ₹ 4,00,00,000 divided into 40,00,000 Equity Shares of face value of ₹ 10 each
to ₹ 35,00,00,000 divided into 3,50,00,000 Equity Shares of face value of ₹ 10 each.
* The Form SH-7 filed with the RoC, as well as the resolution passed by our Shareholders in relation to the increase in the authorised
share capital of our Company dated August 2, 2016, erroneously mention the face value of the equity shares of our Company as ₹10
instead of ₹100. Our Company has filed a Form GNL-2 with the RoC in this regard. For further details, see “Risk Factors – There
have been certain discrepancies in the filings made by our Company with the RoC. While our Company has filed adjudication
applications and applications for correction of records in this regard, we cannot assure you that we will not be subject to penalties or
that no other action will be initiated against us” on page 52.
** The resolution passed by our Shareholders in relation to the increase in the authorised share capital of our Company dated
February 27, 2018 erroneously mentions the face value of the equity shares of our Company as ₹10 instead of ₹100. Our Company
has filed a Form GNL-2 with the RoC in this regard. For further details, see “Risk Factors – There have been certain discrepancies
in the filings made by our Company with the RoC. While our Company has filed adjudication applications and applications for
correction of records in this regard, we cannot assure you that we will not be subject to penalties or that no other action will be
initiated against us” on page 52.
# The Form SH-7 filed with the RoC in relation to the increase and alteration of the authorized share capital pursuant to a resolution
of our shareholders dated February 27, 2018, erroneously mentions the date of the resolution as February 28, 2018. Our Company
has filed a Form GNL-2 with the RoC in this regard. For further details, see “Risk Factors – There have been certain discrepancies
in the filings made by our Company with the RoC. While our Company has filed adjudication applications and applications for
correction of records in this regard, we cannot assure you that we will not be subject to penalties or that no other action will be
initiated against us” on page 52.
Major events and milestones of our Company
Fiscal Year Event
Commenced business as a private limited company under the name and style of “Punjab
1992
Carbonic Private Limited”
Obtained licenses for and commenced the business of commercial manufacturing and supply
1994 of compressed gas packaged in cylinders.
Installed our first CO recovery plant.
2
2008 Commenced sourcing of CO₂ from distillery plant at Indore, Madhya Pradesh.
2011 Completed the installation and commissioning of our first turnkey CO₂ recovery unit (“CRU”)
in Andhra Pradesh.
2017 Commenced foreign export of liquid CO 2 to Sri Lanka.
2022 Entered into the ethanol manufacturing sector through our Subsidiary, Pancarbo Greenfuels
Private Limited (“PGPL”), with its ethanol production plant established at Village Lehri,
Punjab.
Commenced foreign export of CRUs on a turnkey basis through the supply, installation and
commissioning of a CRU in Zambia.
290Fiscal Year Event
Entered into a 10-year ethanol off-take arrangement for PGPL’s ethanol manufacturing
operations with public-sector OMCs.
Awards, accreditations, certifications and recognitions received by our Company:
Calendar Year Award/Accreditation/Certification/Recognition
2007 Awarded the ‘Supplier Performance Silver Award’ by Coca Cola.
2010 Received a certificate of appreciation at the Strategic Supplier Summit, 2010 by Hindustan
Coca-Cola Beverages Private Limited for supplier engagement.
Received a certificate of appreciation from Coca Cola at the Global Food Safety Initiative
(GFSI) Conference for obtaining FSSC 22000 certification.
2012 Recognised by Hindustan Coca-Cola Beverages Private Limited at the Strategic Supplier
Summit, 2012 for compliance with supplier guiding principles.
2015 Received ‘Business Partner of the Year’ award in the CO category from PepsiCo India.
2
2016 Received ‘Business Partner of the Year’ award from PepsiCo India at their Annual Conference.
2017 Received an appreciation award from Hindustan Coca-Cola Beverages Private Limited for our
contributions at the Strategic Supplier Summit, 2017.
2018 Received the ‘Million Miles Award’ from the Hinduja Group for operational performance.
2025 Received a token of appreciation for contribution as a ‘Silver Sponsor’ at the Sugar, Ethanol &
Bioenergy India Conference, 2025.
Received a token of appreciation award from GEMA for insights on grain Ethanol as a supporter
at the ‘Visionaries and Dignitaries Networking Dinner’.
Received an appreciation award from Hindustan Coca-Cola Beverages Private Limited for
continued partnership at Spring Board 2025.
Other details regarding our Company
For details regarding the description of our activities, services, market of each segment, the growth of our Company,
technology, management, major suppliers and customers, exports, location, environmental issues, market, marketing
and competition, see sections titled “Our Business”, “Our Management” ‘and “Industry Overview” on pages 246, 298
and 193, respectively.
Launch of key products or services, entry into new geographies or exit from existing markets
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, location of our projects, as applicable, see “Our Business” on page 246.
Capacity/ Facility creation, location of plants
For the capacity and location details of the CO recovery units owned and operated by our Company, please see “Our
2
Business” on page 246.
Lock-out and strikes
There have been no instances of strikes or lock-outs at any time in our Company.
Time and cost over-runs
Other than in ordinary course of business, there have been no time and cost over-runs in the setting up of projects by our
Company since incorporation.
Defaults or re-scheduling, restructuring of borrowings with financial institutions/banks
There have been no defaults or re-scheduling/ re-structuring in relation to borrowings availed by our Company from any
financial institutions or banks.
291Significant financial or strategic partners
As of the date of this Draft Red Herring Prospectus, our Company does not have any significant financial or strategic
partners.
Details regarding material acquisitions or divestments of business or undertakings, mergers or amalgamations
in the last 10 years
Except as disclosed below, our Company has not made any material acquisitions or divestments of any business or
undertaking, mergers and amalgamations, in the last 10 years immediately preceding the date of this Draft Red Herring
Prospectus:
Acquisition of Punjab Fusion Private Limited
Pursuant to a transfer of equity shares effective as at December 31, 2024, our Company acquired 55,136 equity shares
of Punjab Fusion Private Limited (“PFPL”) from its existing shareholders. The transaction consisted of a transfer of
18,062 equity shares by Jatinder Kaur Kohli; 5,250 equity shares by Amrit Paul Singh Kohli; 5,250 equity shares by
Davinder Singh Kohli; 1,120 equity shares by Davinder Singh Kohli & Sons (HUF); 1,886 equity shares by Amrit Paul
Singh Kohli & Sons (HUF); 100 equity shares by Sneha Jain; 100 equity shares by Sunita Jain; 12,958 equity shares by
Inder Pal Kaur Kohli; 3,000 equity shares by Joginder Kaur; 100 equity shares by Parminder Singh; 1,200 equity shares
by Janmeet Kaur Kohli; 800 equity shares by Jasmine Kaur Kohli; 1,210 equity shares by Razmeet Kaur; 1,050 equity
shares by Bavkaran Singh Kohli; 1,180 equity shares by Gurkaran Singh Kohli; 1,170 equity shares by Ishleen Kaur
Kohli; 200 equity shares by Navneet Kumar; 100 equity shares by Nirmala Devi; 100 equity shares by Shanti Lal Jain
& Sons (HUF); 100 equity shares by Manoj Kumar; 100 equity shares by Lakhvir Singh Ubhy; and 100 equity shares
by Rahul Jain to our Company (collectively, the transferors of the equity shares of PFPL are referred to as the “PFPL
Selling Shareholders”). Consequent to the transaction, PFPL became a Subsidiary of our Company. The equity shares
were transferred at a price of ₹ 2,269.00 per equity share, pursuant to a valuation report obtained from Prakash Sachin
& Co., Chartered Accountants dated March 12, 2025.Except for Amrit Paul Singh Kohli, Davinder Singh Kohli, Inder
Pal Kaur Kohli and Jatinder Kaur Kohli, who are also the Promoters of our Company, and Davinder Singh Kohli & Sons
(HUF), Amrit Paul Singh Kohli & Sons (HUF), Joginder Kaur, Parminder Singh, Janmeet Kaur Kohli, Jasmine Kaur
Kohli, Razmeet Kaur, Bavkaran Singh Kohli, Gurkaran Singh Kohli and Ishleen Kaur Kohli who also form part of our
Promoter Group, none of the PFPL Selling Shareholders are related, directly or indirectly, to any of our Promoters or
Directors in any manner.
Our Company subsequently purchased an additional 100 equity shares of PFPL, held by Jamna Bai, on June 16, 2025
for a consideration of ₹ 100.00 per equity share, pursuant to which PFPL became a wholly-owned Subsidiary of our
Company. No valuation report was obtained for this transaction. Jamna Bai is not related, directly or indirectly, to any
of our Promoters or Directors in any manner.
Revaluation of assets in the last 10 years
Except as set forth in “Restated Consolidated Financial Information – V – Summary Statement of Material Accounting
Policies and Other Explanatory Notes to Restated Financial Information – 3b. Property, plant and equipment” on page
340, our Company has not undertaken any revaluation of its assets in the last 10 years preceding the date of this Draft
Red Herring Prospectus.
Holding Company
As of the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
Our Subsidiaries
As on the date of this Draft Red Herring Prospectus, our Company has two (2) Subsidiaries, namely, Pancarbo Greenfuels
Private Limited and Punjab Fusion Private Limited. For details, see “Our Subsidiaries” on page 295.
Our associates and joint ventures
As of the date of this Draft Red Herring Prospectus, our Company has no associates and joint ventures.
Details of shareholders’ agreements
292As on the date of this Draft Red Herring Prospectus, there are no subsisting shareholders’ agreements amongst our
Shareholders vis- a- vis our Company. Further, our Company has not entered into any other subsisting material
agreement, other than in the ordinary course of business.
Further, as on the date of this Draft Red Herring Prospectus, there are no inter-se agreements/arrangements or any deeds
of assignment, acquisition agreements, shareholders agreement, financing agreements, agreements of like nature with
respect to our Company that our Company is a party to and there are no other agreements/arrangement and
clauses/covenants with respect to our Company that our Company is a party to, or of which it is aware, which are material
and which need to be disclosed or non-disclosure of which may have a bearing on the investment decision in the Issue.
Further, there are no clauses/covenants which are adverse/pre-judicial to the interest of the minority/public shareholders
of our Company.
Agreements with Key Managerial Personnel, Senior Management Personnel, Director, Promoters or any other
employee
As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial Personnel
or Senior Management Personnel or Director or Promoters or any other employee of our Company, either by themselves
or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing
in connection with dealings in the securities of our Company.
Key terms of other subsisting material agreements
As on the date of this Draft Red Herring Prospectus, our Company has not entered into any subsisting material agreements
including deed of assignments, acquisition, shareholders’ agreements, inter-se agreements / arrangements, agreements with
strategic partners, joint venture partners, and/or financial partners other than in the ordinary course of the business of our
Company or which are otherwise material, adverse or pre-judicial to the interest of the shareholders and need to be
disclosed in this Draft Red Herring Prospectus in context of the Offer.
Guarantees provided to third parties on behalf of our Company and our Subsidiaries by our Promoter offering
their Equity Shares in the Offer for Sale
Our Promoters, Davinder Singh Kohli, Amrit Paul Singh Kohli, Jatinder Kaur Kohli and Inder Pal Kaur Kohli, have
provided personal guarantees for our borrowings, amounting to ₹ 15,456.97 lakhs, as of December 31, 2025. For further
details, see “Financial Indebtedness” and “Risk Factors – Our Promoters have provided personal guarantees in
connection with our borrowings. Our business, financial condition, results of operations and prospects may be adversely
affected by the revocation of all or any of the guarantees provided by them in connection with our borrowings” on pages
409 and 55, respectively.
The abovementioned guarantees are typically effective for a period till the underlying borrowing is repaid by us. The
financial implications in case of default by us would entitle the lenders to invoke the personal guarantees by our Promoters
to the extent of outstanding loan amounts. We have not paid any consideration to our Promoters for providing these
guarantees. The borrowings are secured. For further details of the security available see, “Financial Indebtedness –
Principal terms of the borrowings currently availed by us” on page 409.
Other Confirmations
Our Company, our Promoters and the Shareholders are not a party to any other agreements, including any deed of
assignment, acquisition agreement, shareholders’ agreement, inter se agreement/ arrangement or agreements of like
nature, with respect to securities of our Company.
We confirm that there are no agreements entered into by the Shareholders, Promoters, members of the Promoter Group,
Subsidiaries, related parties of our Company, Directors, KMPs, members of our Senior Management, employees of our
Company, among themselves or with our Company or with a third party, solely or jointly, which, either directly or
indirectly or potentially whose purpose and effect is to impact the management or control of our Company or impose any
restrictions or create any liability upon our Company.
There are no other material covenants in any of the agreements (specifically related to primary and secondary transactions
of securities and financial arrangements), other than the ones already disclosed in this Draft Red Herring Prospectus.
293Further, we confirm there are no other agreements and clauses or covenants which our Company, our Promoters, the
members of the Promoter Group or the Shareholders are a party to, in relation to securities of our Company, which are
material and need to be disclosed and that there are no other clauses / covenants which are adverse or pre-judicial to the
interest of the minority / public Shareholders or nor are there agreements that our Company has entered into that are
required to be disclosed under the SEBI ICDR Regulations or non-disclosure of which may have a bearing on the
investment decisions of the Bidders, except as already disclosed in this Draft Red Herring Prospectus. Further, there is
no inter-se agreement / arrangement between the Shareholders.
There are no findings/observations of any of the inspections by SEBI or any other regulators which are material and
which need to be disclosed or non-disclosure of which may have bearing on the investment decision.
There are no material clauses of our Articles of Association that have been left out from disclosures having bearing on
this Offer or this Draft Red Herring Prospectus. There shall be no special rights available to any Shareholder under the
Articles of Association.
There is no conflict of interest between the suppliers of raw materials and third-party service providers of our Company
(which are crucial for operations of our Company) and our Company.
Except as disclosed in “Our Business - Properties” on page 276, there is no conflict of interest between the lessors of the
immovable properties of our Company (crucial for operations of our Company) and our Company.
294OUR SUBSIDIARIES
OUR SUBSIDIARIES
As on the date of this Draft Red Herring Prospectus, Our Company has two (2) Subsidiaries, namely, Pancarbo Greenfuels
Private Limited and Punjab Fusion Private Limited.
The details of our Subsidiaries are provided below.
1. Pancarbo Greenfuels Private Limited (“PGPL”)
Corporate Information
PGPL was incorporated pursuant to a certificate of incorporation dated June 4, 2021 issued by the Registrar of
Companies, Central Registration Centre in the name and style of ‘Pancarbo Greenfuels Private Limited’. The
registered office of PGPL is located at Village Lehri, Tehsil Talwandi Sabo, Bathinda – 151 302, Punjab, India.
Nature of business
PGPL is engaged in the business of producing biofuels, including ethanol, for sale to petroleum marketing
companies for blending with petrol.
Shareholding pattern
The authorised share capital of PGPL includes 3,50,00,000 equity shares of face value of ₹ 10 each, aggregating to
₹ 35,00,00,000, and the issued, subscribed and paid-up share capital of PGPL includes 3,48,72,920 equity shares of
face value of ₹ 10 each, aggregating to ₹ 34,87,29,200. The following table sets forth the details of the shareholding
pattern of PGPL, as on the date of this Draft Red Herring Prospectus:
Number of equity shares of Percentage of
S. No. Name of shareholder
PGPL held shareholding (%)
1. Davinder Singh Kohli 29,86,520 8.56
2. Amrit Paul Singh Kohli 30,84,500 8.84
3. Punjab Fusion Private Limited 48,73,900 13.98
4. Inder Pal Kaur Kohli 30,16,000 8.65
5. Jatinder Kaur Kohli 31,14,500 8.93
6. Our Company 1,77,97,500 51.04
Total 3,48,72,920 100.00
Accumulated profits or losses
There are no accumulated profits or losses of PGPL, which are not accounted for by our Company in our Restated
Consolidated Financial Information.
2. Punjab Fusion Private Limited (“PFPL”)
Corporate Information
PFPL was incorporated pursuant to a certificate of incorporation dated December 27, 1996 issued by the Registrar
of Companies, Punjab, H.P. and Chandigarh at Chandigarh in the name and style of ‘Punjab Fusion Private
Limited’. The registered office of PFPL is located at 1897 - Arya Samaj Chowk, Bathinda – 151 001, Punjab, India.
Nature of business
PFPL is engaged in the business of manufacturing food-grade, high-purity liquid carbon dioxide for applications in
beverages and breweries, pharmaceuticals, and other food processing activities.
Shareholding pattern
295The authorised share capital of PFPL includes 1,50,000 equity shares of face value of ₹ 100 each, aggregating to ₹
1,50,00,000, and the issued, subscribed and paid-up share capital of PFPL includes 55,236 equity shares of face
value of ₹ 100 each, aggregating to ₹ 55,23,600. The following table sets forth the details of the shareholding pattern
of PFPL, as on the date of this Draft Red Herring Prospectus:
Number of equity Percentage of
S. No. Name of shareholder
shares of PFPL held shareholding (%)
1. Our Company 55,226 99.98
2. Amrit Paul Singh Kohli (as a nominee of our 10 0.02
Company)
Total 55,236 100.00
Accumulated profits or losses
There are no accumulated profits or losses of PFPL, which are not accounted for by our Company in our Restated
Consolidated Financial Information.
Common pursuits
As on the date of this Draft Red Herring Prospectus, one of our Subsidiaries, PFPL, is engaged in the similar line
of business as our Company, thereby resulting in common pursuits with our Company. However, there is no conflict
of interest amongst any of our Subsidiaries and our Company. Our Company will adopt necessary procedures and
practices as permitted by law and regulatory guidelines to address any conflict situations as and when they arise.
For details of related business transactions between our Company and our Subsidiaries, see Restated Consolidated
Financial Information – Note 34. Related Party Disclosures” on page 377.
Business interest between our Company and our Subsidiaries
As on the date of this Draft Red Herring Prospectus, except in the ordinary course of business and other than the
transactions disclosed in “Our Business” and “Restated Consolidated Financial Information – Note 34. Related
Party Disclosures” on pages 246 and 377, respectively, none of our Subsidiaries have any business interest in our
Company.
Other confirmations
None of our Subsidiaries are listed on any stock exchange in India or abroad. Further, neither have any of our
Subsidiaries been refused listing in the last ten years by any stock exchange in India or abroad, nor have any of our
Subsidiaries failed to meet the listing requirements of any stock exchange in India or abroad.
Our Company sources distillery-generated CO from its CO recovery unit situated in the ethanol distillery of PGPL
2 2
at Village Lehri, Tehsil Talwandi Sabo, Bhatinda District – 151 302, Punjab, India, which is utilised as the primary
raw material for the generation of processed CO₂. For further details of the plant, see “Our Business – Capacity and
Capacity Utilisation” and “Our Business – Properties” on pages 269 and 276, respectively. Except for the aforesaid,
there is no conflict of interest between our Subsidiaries and their directors and suppliers of raw materials or third-
party service providers of our Company (crucial for operations of our Company) and our Company.
Except as disclosed below, there is no conflict of interest between our Subsidiaries and their directors and the lessors
of immovable properties of our Company (crucial for operations of our Company) and our Company:
Lease
Sr. Name of Name of Date of Address of Usage of Duration of
consideration
No. lessor lessee agreement property property Lease
(in ₹ lakhs)
1 Pancarbo Our Company December Khasra No. Registered 0.50 per annum December,
Greenfuels 1, 2025 112//4/2/1, Office 2025 to
Private Village Lehri, December,
Limited Talwandi Sabo, 2050
Bathinda,
296Lease
Sr. Name of Name of Date of Address of Usage of Duration of
consideration
No. lessor lessee agreement property property Lease
(in ₹ lakhs)
Talwandi Sabo-
151302,
Punjab, India
2 Punjab Our Company December 342, Third Business 0.50 per annum December 1,
Fusion 11, 2025 Floor, Spaze office 2025 to
Private Edge, Sector November 30,
Limited 47, Sohna 2030
Road,
Gurugram,
Haryana -
122018
3 Pancarbo Our Company July 31, Village Lehri, CO 0.50 per annum Period of 5
2
Greenfuels 2023 Talwandi Sabo, recovery years
Private Bathinda – unit commencing
Limited 151302, from
Punjab, India commercial
production of
CO at the unit
2
For further details, see “Our Business – Properties” on page 276.
297OUR MANAGEMENT
In terms of the Companies Act, our Company is required to have a minimum of three Directors and a maximum of up
to fifteen Directors. As of the date of this Draft Red Herring Prospectus, our Board comprises of 8 Directors, of whom 2
are Executive Directors, 2 are Non-Executive Directors (including two-woman Non-Executive Directors) and 4 are
Independent Directors. 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 details regarding our Board of Directors as on the date of this Draft Red Herring Prospectus:
Board of Directors
Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Davinder Singh Kohli Indian Companies
Designation: Chairman and Managing Director • Punjab Oxygen Private Limited
• Pancarbo Greenfuels Private Limited
Current Term: For a period of 3 years, w.e.f. January 27, 2026, liable • Punjab Fusion Private Limited
to retire by rotation.
Foreign Companies
Period of Directorship: Since December 28, 1992
• Nil
Address: H. No. C-7, Civil Lines, Bhatinda - 151001, Punjab, India
Occupation: Business
Date of Birth: September 11, 1965
Age: 60 Years
DIN: 00301180
Amrit Paul Singh Kohli Indian Companies
Designation: Joint Managing Director • Punjab Oxygen Private Limited
• Pancarbo Greenfuels Private Limited
Current Term: For a period of 3 years, w.e.f. January 27, 2026, liable • Punjab Fusion Private Limited
to retire by rotation
Foreign Companies
Period of Directorship: Since April 01, 1994
• Nil
Address: D-5, Civil Lines District, Bhatinda - 151001, Punjab, India,
Occupation: Business
Date of Birth: August 09, 1970
Age: 55 Years
DIN: 01120399
Inder Pal Kaur Kohli Indian Companies
Designation: Non-Executive Director • Punjab Fusion Private Limited
Current Term: With effect from December 10, 2014, liable to retire by
rotation Foreign Companies
Period of Directorship: Since December 10, 2014 • Nil
298Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Address: D-5, Civil Lines District, Bhatinda - 151001, Punjab, India
Occupation: Business
Date of Birth: October 25, 1971
Age: 54 Years
DIN: 00301199
Jatinder Kaur Kohli Indian Companies
Designation: Non-Executive Director • Punjab Fusion Private Limited
Current Term: With effect from December 10, 2014, liable to retire
by rotation Foreign Companies
• Nil
Period of Directorship: Since December 10, 2014
Address: House No. C-7, Civil Lines, Bhatinda - 151001, Punjab,
India
Occupation: Business
Date of Birth: May 09, 1966
Age: 59 Years
DIN: 01120487
Arun Kumar Indian Companies
Designation: Independent Director • Smartdata Enterprises (India) Limited
Term: For a period of 5 years, with effect from January 27, 2026, not Foreign Companies
liable to retire by rotation
• Nil
Period of Directorship: From January 27, 2026
Address: House No. 404, Huda Plots, Sector - 19, Panchkula – 134113,
Haryana, India
Occupation: Professional
Date of Birth: July 09, 1986
Age: 39 Years
DIN: 11354432
Brish Bhan Goyal Indian Companies
Designation: Independent Director • Pancarbo Greenfuels Private Limited
• Punjab Fusion Private Limited
Term: For a period of 5 years, with effect from January 27, 2026, not
liable to retire by rotation
Foreign Companies
Period of Directorship: From January 27, 2026 • Nil
Address: 224C, Bharat Nagar, Bathinda – 151001, Punjab, India
299Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Occupation: Retired Government Employee
Date of Birth: April 05, 1958
Age: 67 Years
DIN: 11434776
Girish Kumar Chadha Indian Companies
Designation: Independent Director • Hedge Money Private Limited
• Hindon Mercantile Limited
Term: For a period of 5 years, with effect from January 27, 2026, not
liable to retire by rotation Foreign Companies
• Nil
Period of Directorship: From January 27, 2026
Address: H. No. 34, Ajit Nagar, Ambala Cantt, Ambala – 133001,
Haryana, India
Occupation: Retired
Date of Birth: November 15, 1957
Age: 68 Years
DIN: 10408837
Pankaj Bhalla Indian Companies
Designation: Independent Director • Rishi Nagar Market Welfare Association
Term: For a period of 5 years, with effect from March 07, 2026, not Foreign Companies
liable to retire by rotation
• Nil
Period of Directorship: From March 07, 2026
Address: E-65, Rishi Nagar, Haibowal Khurd, Ludhiana - 141001,
Punjab, India
Occupation: Practising Chartered Accountant
Date of Birth: September 09, 1990
Age: 35 Years
DIN: 09342370
Brief profiles of our Directors
Davinder Singh Kohli is the Chairman and Managing Director of our Company. He is also one of the Promoters of our
Company. He has been on the Board of Directors of our Company since its incorporation. In addition to being on the
Board of our Company, he has been associated as a director on the board of Punjab Oxygen Private Limited, Pancarbo
Greenfuels Private Limited and Punjab Fusion Private Limited. He is currently associated with M.S. Marketing and Kohli
Gases as a partner. He has over 33 years of experience in the carbon dioxide and dry ice manufacturing industry. He has
been associated with the establishment and expansion of our Company’s operations, including CO₂ recovery units and
distribution infrastructure. He has been involved in the establishment of our Ethanol Distillery under our Material
Subsidiary, Pancarbo Greenfuels Private Limited, and is responsible for overseeing its operations and raw material
300procurement.
Amrit Paul Singh Kohli is the Joint Managing Director of our Company. He is also one of the Promoters of our
Company. He has been on the Board of Directors of our Company since April 01, 1994. He is also associated with Kohli
Gases as a Partner. He has over 30 years of experience in strategy and operations, logistics, project engineering and
execution, asset-light operations and international project delivery. His key responsibilities include formulation and
execution of our Company’s long-term business strategy, oversight of end-to-end plant operations and bulk CO₂
distribution logistics, domestic and international expansion opportunities. He has also been associated with the setting up
of our ethanol distillery operations through our Material Subsidiary, Pancarbo Greenfuels Private Limited. In addition to
being on the Board of our Company, he has been associated as a director on the board of Punjab Oxygen Private Limited,
Pancarbo Greenfuels Private Limited and Punjab Fusion Private Limited.
Inder Pal Kaur Kohli is a Non-Executive Director of our Company. She is also one of the Promoters of our Company.
She has been on the Board of Directors of our Company since December 10, 2014. In addition to being on the Board of
our Company, she has been associated as a director on the board of Punjab Fusion Private Limited. She has over 11 years
of experience in the field of human resource management.
Jatinder Kaur Kohli is a Non-Executive Director of our Company. She is also one of the Promoters of our Company.
She has been on the Board of Directors of our Company since December 10, 2014. She holds a bachelor’s degree in
commerce from the University of Delhi. In addition to being on the Board of our Company, she has been associated as a
director on the board of Punjab Fusion Private Limited. She has over 25 years of experience in administration and office
management.
Arun Kumar is an Independent Director of our Company. He is a qualified Company Secretary from the Institute of
Company Secretaries of India and has over 9 years of experience in the secretarial field. He is currently a founder and
company secretary at Arun and Associates. In addition to being on the Board of our Company, he serves on the board of
Smartdata Enterprises (India) Limited.
Brish Bhan Goyal is an Independent Director of our Company. He holds a master’s degree in arts from Punjabi
University, Patiala. He has over 31 years of experience in the public sector insurance industry. He was also associated
with United India Insurance Company Limited as a senior branch manager. In addition to being on the Board of our
Company, he serves on the board of Pancarbo Greenfuels Private Limited and Punjab Fusion Private Limited as an
independent director.
Girish Kumar Chadha is an Independent Director of our Company. He holds a master’s of arts from Panjab University,
Chandigarh. He is also an associate member of the Indian Institute of Bankers and was associated with the Oriental Bank
of Commerce for over 38 years. In addition to being on the Board of our Company, he serves on the board of Hedge
Money Private Limited and Hindon Mercantile Limited.
Pankaj Bhalla is an Independent Director of our Company. He has been a member of the Institute of Chartered
Accountants of India and has over 11 years of experience in the field of finance and accounts. He is also associated with
V.V. Bhalla and Company, Chartered Accountants as a Partner. In addition to being on the Board of our Company, he
serves on the board of Rishi Nagar Market Welfare Association.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from being
traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus, during the
term of their directorship in such company.
None of our Directors is, or was, a director of any listed company, which has been or was delisted from any stock
exchange during the term of their directorship in such company.
Relationship between our Directors, Key Managerial Personnel and Senior Management
Except as stated below, none of our Directors, Key Managerial Personnel and Senior Management are related to each
other:
(i) Davinder Singh Kohli is the spouse of Jatinder Kaur Kohli;
(ii) Davinder Singh Kohli is the brother of Amrit Paul Singh Kohli;
301(iii) Amrit Paul Singh Kohli is the spouse of Inder Pal Kaur Kohli;
Terms of appointment of our Managing Directors
Davinder Singh Kohli
Davinder Singh Kohli is the Chairman and Managing Director, and one of the Promoters of our Company. He has been
associated with our Company since its incorporation. He was appointed as the Chairman and Managing Director of our
Company pursuant to the resolution passed by our Board dated January 27, 2026, and the resolution passed by our
Shareholders’ dated January 31, 2026, for a period of 3 years with effect from January 27, 2026.
According to the resolution of the Board dated January 27, 2026, and the Shareholders’ resolution dated January 31,
2026, he is entitled to the following remuneration and perquisites:
Date of appointment January 27, 2026
Term of appointment For a period of 3 years, w.e.f. January 27, 2026, liable to retire by rotation
Remuneration per annum (in ₹ Up to ₹ 168.00 lakhs per annum for the existing term, with such increase in
lakh) salary, as may be decided by the Board of Directors from time to time (which
includes any committees thereof).
Other Terms and Conditions/ Perquisites and allowances as may be decided by the Board of Directors from
Perquisites and allowances of time to time (which includes any committees thereof).
expenses
Amrit Paul Singh Kohli
Amrit Paul Singh Kohli is the Joint Managing Director, and one of the Promoters of our Company. He has been associated
with our Company since April 01, 1994. He was appointed as the Joint Managing Director of our Company pursuant to
the resolution passed by our Board dated January 27, 2026, and the resolution passed by our Shareholders’ dated January
31, 2026, for a period of 3 years with effect from January 27, 2026.
According to the resolution of the Board dated January 27, 2026, and the Shareholders’ resolution dated January 31,
2026, he is entitled to the following remuneration and perquisites:
Date of appointment January 27, 2026
Term of appointment For a period of 3 years, w.e.f. January 27, 2026, liable to retire by rotation
Remuneration per annum (in ₹ Up to ₹ 168.00 lakhs per annum for the existing term, with such increase in
lakh) salary, as may be decided by the Board of Directors from time to time (which
includes any committees thereof).
Other Terms and Conditions/ Perquisites and allowances as may be decided by the Board of Directors from
Perquisites and allowances of time to time (which includes any committees thereof).
expenses
Terms of appointment of our Non-Executive Directors (excluding Independent Directors)
Pursuant to Board resolution dated January 27, 2026, each non-Executive non-Independent Director is entitled to receive
sitting fees of ₹ 0.10 lakhs per meeting for attending meetings of the Board and of the respective committees of the Board,
within the limits prescribed under the Companies Act, 2013, and the rules made thereunder.
Terms of appointment of our Independent Directors
Pursuant to a resolution passed by our Board on January 27, 2026, our Independent Directors are entitled to receive a
sitting fee of not exceeding ₹ 0.10 lakhs for attending each meeting of our Board and committees constituted by our
Board, respectively.
Payment or benefit to Directors of our Company
Details of the remuneration and sitting or other remuneration paid to our Directors in Fiscal 2025 are set forth below.
302Remuneration to our Managing Directors
Details of the remuneration paid to our Managing Directors in Fiscal 2025 is set forth below:
(in ₹ lakh)
Sr. No. Name of the Director Remuneration
1. Davinder Singh Kohli 72.00
As certified by SSP & Company, Chartered Accountants, our Statutory Auditors, by way of their certificate dated March 31, 2026.
Remuneration to our Independent Directors
The Independent Directors of our Company were appointed in Fiscal 2026, and accordingly, no sitting fees were paid to
them in Fiscal 2025.
Remuneration to our Non-Executive Directors
Our Company has paid the following remuneration to our Non-Executive Directors in Fiscal 2025:
(in ₹ lakh)
Sr. No. Name of the Director Remuneration
2. Inder Pal Kaur Kohli 60.00
As certified by SSP & Company, Chartered Accountants, our Statutory Auditors, by way of their certificate dated March 31, 2026.
Bonus or profit-sharing plan for our Directors
None of our Directors are party to any bonus (excluding performance linked incentive which is part of their remuneration)
or profit-sharing plan of our Company.
Contingent and deferred compensation payable to our directors
There is no contingent or deferred compensation payable to our directors, which does not form part of their remuneration.
Remuneration paid or payable to our Directors by our Subsidiaries and associates
Except as disclosed below, none of our Directors have been paid any remuneration by our Subsidiaries, in their capacity
of being a director of our Subsidiaries, including contingent or deferred compensation accrued during Fiscal 2025.
Remuneration paid in Fiscal
Sr. No. Name of Director Name of Subsidiary
2025 (in ₹ lakh)
1. Amrit Paul Singh Kohli Punjab Fusion Private Limited 72.00
2. Jatinder Kaur Kohli Punjab Fusion Private Limited 60.00
As on date of this Draft Red Herring Prospectus, our Company does not have any associates.
Shareholding of our Directors in our Company
Our Articles of Association do not require our Directors to hold any qualification shares. Except as disclosed in “Capital
Structure – Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company” on
page 132, none of our Directors hold any Equity Shares in our Company as on the date of this Draft Red Herring
Prospectus.
Arrangement or understanding with major shareholders, customers, suppliers or others
There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which
any of our Directors are appointed on the Board.
Further, none of our Key Managerial Personnel and members of our Senior Management have been appointed pursuant
to any arrangement or understanding with major shareholders, customers, suppliers or others.
Further, our Company does not have any KMP or members of our Senior Management or other person nominated by any
303Shareholder or any other person.
Interest of Directors
Our Non-Executive and Independent Directors may be deemed to be interested to the extent of sitting fees payable, if
any, to them for attending meetings of our Board and committees thereof, and reimbursement of expenses available to
them. Our Managing Directors may be deemed to be interested to the extent of remuneration and reimbursement of
expenses payable to them as stated in “- Terms of appointment of our Managing Directors” on page 302. Our Directors
may also be interested to the extent of Equity Shares and to the extent of any dividend payable to them, if any, held by
them or held by the entities in which they are associated as promoters, directors, partners, proprietors, kartas or trustees
or held by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they
are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Issue. For further details
regarding the shareholding of our Directors, see “Capital Structure - Shareholding of our Directors, Key Managerial
Personnel and Senior Management in our Company” on page 132.
Further, our Directors, namely Davinder Singh Kohli, Amrit Paul Singh Kohli, Jatinder Kaur Kohli and Inder Pal Kaur
Kohli have provided personal guarantees for our borrowings, amounting to ₹ 13,064.47lakhs as of December 31, 2025
and may be deemed to be interested to that extent. Our Directors, namely Davinder Singh Kohli, Amrit Paul Singh Kohli,
Jatinder Kaur Kohli and Inder Pal Kaur Kohli have also from time-to-time extended unsecured loans to our Company
and are interested to the extent of repayment of such amounts. As of December 31, 2025, our Directors had extended
unsecured loans to us that cumulatively amounted to ₹ 1,389.18 lakhs. For further details, see “Summary of Related Party
Transactions” and “Financial Indebtedness” on pages 91 and 409.
Further, our Directors may also be directors on the board, or are shareholders, kartas, proprietors, members or partners,
of entities with which our Company has had transactions and may be deemed to be interested to the extent of the payments
made by our Company, or services provided by our Company, if any, to these entities.
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 in the ordinary course of business.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for
operations of the Company) of the Company and our Directors.
Except as disclosed under “ - Interest in transactions for acquisition of land, construction of building or supply of
machinery” below, there is no conflict of interest between our Directors and the lessors of the immovable properties of
our Company that are crucial to our operations. Please also see “Our Promoters and Promoter Group – Confirmations”,
“Our Promoters and Promoter Group – Interest in property acquired, acquisition of land, construction of building and
supply of machinery, etc.” and “Risk Factors - Certain of our properties, including our registered office, corporate office,
business office and one of our CO₂ recovery units, have been leased from related parties, which may give rise to potential
conflicts of interest. ” on pages 318, 318 and 44, respectively.
Except as disclosed under “Interest in transactions for acquisition of land, construction of building or supply of
machinery” below-, none of our Directors have any interest in any property acquired in the preceding three year or
proposed to be acquired by our Company and/or its Subsidiaries:
Interest in transactions for acquisition of land, construction of building or supply of machinery
Except as stated below, our Directors have no interest in any property acquired, whether direct or indirect, by our
Company, during the three years preceding the date of the Draft Red Herring Prospectus or proposed to be acquired by
our Company, or in the transactions for acquisition of land, construction of building or supply of machinery:
Lease
Name of Address of Usage of
Sr. No. Name of Lessor Consideration Duration of Lease
Lessee Property property
(in ₹ lakhs)
1 Jatinder Kaur Kohli Our Company 1897, Arya Corporate 0.10 per month 11 Months Years
Samaj Chowk Office (March 26, 2026 to
Bathinda, February 25, 2027)
151001, Punjab,
India
3042 Jatinder Kaur Kohli Pancarbo 1897-D Arya Business 0.10 per month 11 Months (March
Greenfuels Samaj Chowk office 26, 2026 to February
Private Limited Bathinda, 25, 2027)
151001, Punjab,
India
3 Inder Pal Kaur Kohli Punjab Fusion 1897 Arya Samaj Registered 1.20 per annum 6 Years (From
Private Limited Chowk Bathinda, Office December 01, 2025
151001, Punjab, to November 30,
India 2031)
Interest in promotion of our Company
Except for Davinder Singh Kohli, Amrit Paul Singh Kohli, Inder Pal Kaur Kohli and Jatinder Kaur Kohli and who are
also the Promoters of our Company, none of our Directors have any interest in the promotion or formation of our
Company, as on the date of this Draft Red Herring Prospectus.
Loans to Directors
As on the date of this Draft Red Herring Prospectus, no loans have been availed by our Directors from our Company.
Confirmations
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.
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,
trusts or companies in which they may be partners or members respectively or in which they have interest, either to induce
such director to become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her
or by the firm, trust or company in which he/she is interested, in connection with the promotion or formation of our
Company.
None of our Directors have been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or financial
institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers issued
by Reserve Bank of India.
None of our Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic
Offenders Act, 2018.
Changes in our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Draft Red Herring Prospectus are
set forth below.
Name of Director Date of Change Reasons
Davinder Singh Kohli January 27, 2026 Appointment as Chairman and Managing Director
Amrit Paul Singh Kohli January 27, 2026 Appointment as Joint Managing Director
Arun Kumar January 27, 2026 Appointment as Independent Director
Brish Bhan Goyal January 27, 2026 Appointment as Independent Director
Girish Kumar Chadha January 27, 2026 Appointment as Independent Director
Pankaj Bhalla March 07, 2026 Appointment as Independent Director
Borrowing Powers
Pursuant to a resolution passed by our Shareholders at their meeting dated January 31, 2026, our Board is authorized to
borrow any sum or sums of money from time to time at their discretion for the purpose of the business of the Company,
from any one or more banks, financial institutions, mutual funds and other persons, firms, bodies corporate or by way of
loans or credit facilities (fund based or non-fund based) or by issue of bonds on such terms and conditions and with or
without security as the Board may think fit, which together with the moneys already borrowed by the Company (apart
from the temporary loans obtained from the bankers of the Company in the ordinary course of business) and being
305borrowed by the Company at any time shall not exceed in the aggregate at any time ₹ 50,000.00 lakhs irrespective of the
fact that such aggregate amount of borrowings outstanding at any one time may exceed the aggregate for the time being
of the paid-up capital of the Company and its free reserves that is to say reserves not set apart for any specific purpose.
Corporate Governance
As on the date of this Draft Red Herring Prospectus, there are eight Directors on our Board comprising two Managing
Directors, two women Non-Executive Directors and four Independent Directors. Our Board functions either as a full
board or through various committees constituted to oversee specific functions. Our Company is in compliance and
undertakes to take all necessary steps to continue to comply with the corporate governance norms prescribed under the
SEBI Listing Regulations and the Companies Act in relation to the composition of our Board and constitution of
committees thereof.
In compliance with Section 152 of the Companies Act, 2013, not less than two thirds of the Directors (excluding
Independent Directors) are liable to retire by rotation.
Board committees
Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee; and
(d) Corporate Social Responsibility Committee
Audit Committee
The Audit Committee was originally constituted by a resolution passed by our Board dated January 27, 2026 and
thereafter re-constituted by a resolution passed by our Board dated March 07, 2026.The Audit Committee is in compliance
with Section 177 and other applicable provisions of the Companies Act and Regulation 18 of the SEBI Listing
Regulations. The Audit Committee currently comprises of:
Sr. No. Name of Director Designation Committee Designation
1. Pankaj Bhalla Independent Director Chairman
2. Brish Bhan Goyal Independent Director Member
3. Jatinder Kaur Kohli Non-Executive Director Member
Terms of Reference:
The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s) from
time to time, the following:
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;
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
306(5) such powers as may be prescribed under the Companies Act, 2013, as amended 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) examining and reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
a. matters required to be included in the director's responsibility statement to be included in the Board's report in
terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
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.
(5) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to
the Board for approval;
(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the 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;
(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(8) 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 Clause 2(zc) of the
SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the Company, wherever it is necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems;
307(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
(14) discussion with internal auditors of any significant findings and follow-up thereon;
(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
(17) 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;
(18) reviewing the functioning of the whistle blower mechanism;
(19) monitoring the end use of funds through public offers and related matters;
(20) 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;
(21) 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;
(22) reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding ₹1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans/
advances/ investments existing as on the date of coming into force of this provision; and
(23) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders;
(24) approving the key performance indicators for disclosure in the offer documents; and
(25) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the Board
and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as
and when amended from time to time.
The Audit Committee shall mandatorily review the following information:
• Management discussion and analysis of financial condition and results of operations;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration of the chief internal auditor;
• 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 financial statements, in particular, the investments made by any unlisted subsidiary; and
308• such information as may be prescribed under the Companies Act, 2013, as amended and SEBI Listing Regulations.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was originally constituted by a resolution passed by our Board dated
January 27, 2026 and thereafter re-constituted by a resolution passed by our Board dated March 07, 2026. The
composition and terms of reference of the Nomination and Remuneration Committee are in compliance with Section 178
and other applicable provisions of the Companies Act 2013 and Regulation 19 of the SEBI Listing Regulations. The
Nomination and Remuneration Committee currently comprises of:
Sr. No. Name of Director Designation Committee Designation
1. Pankaj Bhalla Independent Director Chairman
2. Brish Bhan Goyal Independent Director Member
3. Inder Pal Kaur Kohli Non-Executive Director Member
Terms of Reference
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
(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 (the "Board" or "Board of Directors") a policy relating to the
remuneration of the directors, key managerial personnel and other employees ("Remuneration Policy");
(2) For every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge
and experience on the Board and on the basis of such evaluation, preparation of a description of the role and
capabilities required of an independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the purpose of identifying suitable
candidates, the Nomination and Remuneration Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
(3) Formulation of criteria for evaluation of independent directors and the Board of Directors;
(4) Devising a policy on Board diversity;
(5) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying
out evaluation of every director's performance of Board, its committees and individual directors to be carried out
either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and
review its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation
criteria in its annual report;
(6) whether to extend or continue the term of appointment of the independent director, on the basis of the report
performance evaluation of independent directors;
(7) recommend to the board, all remuneration, in whatever form, payable to senior management;
(8) The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that-
a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
309c. 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;
(9) frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended
from time to time, including:
a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to
the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.
(10) carrying out any other activities as may be delegated by the Board and other functions required to be carried out by
the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing
Regulations or any other applicable law, as and when amended from time to time.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated January 27, 2026. The
composition and terms of reference of Stakeholders’ Relationship Committee are in compliance with Section 178 and
any other applicable law of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations. The
Stakeholders’ Relationship Committee currently comprises of:
Sr. No. Name of Director Designation Committee Designation
1. Jatinder Kaur Kohli Non-Executive Director Chairman
2. Brish Bhan Goyal Independent Director Member
3. Amrit Paul Singh Kohli Joint Managing Director Member
Terms of Reference
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required under
applicable law, the following:
(1) considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders:
(2) resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
(3) formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received
from shareholders from time to time;
(4) giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, split of Equity
Shares, compliance with all the requirements related to shares, debentures or any other securities;
(5) review of measures taken for effective exercise of voting rights by shareholders;
(6) review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the registrar & share transfer agent: to dematerialize or rematerialize the issued shares;
(7) to dematerialize or rematerialize the issued shares;
(8) resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance
of security cover and any other covenants;
310(9) review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the company; and
(10) carrying out any other functions required to be carried out by the Stakeholders' Relationship Committee as contained
in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by a resolution of our Board dated March 07, 2026. The
composition and terms of reference of the Corporate Social Responsibility Committee are in compliance with applicable
provisions of the Companies Act 2013. The Corporate Social Responsibility Committee currently comprises of:
Sr. No. Name of Director Designation Committee Designation
1. Davinder Singh Kohli Chairman and Managing Chairman
Director
2. Amrit Paul Singh Kohli Joint Managing Director Member
3. Brish Bhan Goyal Independent Director Member
Terms of Reference
The Corporate Social Responsibility Committee be and is hereby authorized to perform the following functions:
(1) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the Companies Act;
(2) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and
amount to be incurred for such expenditure shall be as per the applicable law;
(3) monitor the corporate social responsibility policy of the Company and its implementation from time to time and
timely completion of corporate social responsibility programmes; and;
(4) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the
Board or as may be directed by the Board from time to time and/or as may be required under applicable law, as and
when amended from time to time;
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311Management Organisation Structure
Board of
Directors
Davinder Singh Kohli Amrit Paul Singh Inder Paul Kaur Jatinder Kaur
- Chairman & Kohli -Joint Kohli Non- Kohli -Non- Independent
Managing Director Managing Executive Executive Directors
Director Director Director
Vipin Kumar - Karthik Rang Raj Lakhvir Singh Girish Kumar
Lakhbir Singh - President - -Chief Executive Ubhy -Chief Arun Kumar Pankaj Bhalla Brish Bhan Goyal Chadha
Company Production Officer Financial Officer
Secretary (Ethanol
Division)
Raj Kumar -
Manoj Kumar Ashish Kumar
General manager
Singh -General Gupta -General
-Process, Q&A,
Manager - Manaager -Sales
Projects -Co2
Business & Distribution
Division
312Key Managerial Personnel and Senior Management
Key Managerial Personnel
The details of our Key Managerial Personnel, as of the date of this Draft Red Herring Prospectus are as follows:
In addition to Davinder Singh Kohli, our Chairman and Managing Director and Amrit Paul Singh Kohli, our Joint
Managing Director whose details are provided in ‘- Brief Profiles of our Directors’ above, the details of our other Key
Managerial Personnel as on the date of this Draft Red Herring Prospectus are set forth below.
Karthik Rang Raj is the Chief Executive Officer (“CEO”) of our Company. He has been associated with our Company
since April 01, 1994. He was appointed as the CEO of our Company on January 27, 2026. He holds a diploma in
mechanical engineering from the Department of Technical Education, Karnataka. He has over 31 years of experience in
the carbon dioxide and dry ice manufacturing industry and oversees our Company’s CO₂ recovery, production and
distribution operations. His key responsibilities include supervising day-to-day operations, guiding senior management,
and driving growth of the CO₂ segment, ensuring statutory and regulatory compliance, and representing our Company
before stakeholders, regulators and business partners. In Fiscal Year 2025, he has not received any remuneration in the
capacity of CEO.
Lakhbir Singh is the Company Secretary and Compliance Officer of our Company. He was appointed as the Company
Secretary and Compliance Officer of our Company on September 02, 2025. He has completed his bachelors’ of commerce
from the Indira Gandhi National Open University, New Delhi and is a qualified Company Secretary from the Institute of
Company Secretaries of India. He is responsible for secretarial works and day-to-day legal compliances of our Company.
Prior to joining our Company, he was practicing as an independent company secretary. He has over 3 years of experience
in the secretarial field. Since he joined our Company in Fiscal 2026, no compensation was paid to him in Fiscal 2025.
Lakhvir Singh Ubhy is the Chief Financial Officer (“CFO”) of our Company. He joined our Company on April 01,
1995 was appointed as the Chief Financial Officer with effect from January 27, 2026. He holds a bachelor’s degree in
commerce from Punjabi University along with a post graduate diploma in computer applications from the Indian
Education Centre Limited. He has over 30 years of experience in commercial and production activities, including plant
operations, quality control for high purity liquid CO₂ and dry ice, budgeting and profitability analysis and compliance
with applicable safety, environmental and statutory requirements. In Fiscal Year 2025, he has not received any
remuneration in the capacity of CFO.
Senior Management
In addition to Karthik Rang Raj, our Chief Executive Officer, Lakhvir Singh Ubhy, our Chief Financial Officer and
Lakhbir Singh, our Company Secretary and Compliance Officer, whose details are provided in “Our Management - Key
Managerial Personnel” on page 313 above, the details of members of our Senior Management in terms of SEBI ICDR
Regulations, as on the date of this Draft Red Herring Prospectus are set out below:
Raj Kumar is the general manager - process, quality & assurance projects- Co2 division of our Company. He is
associated with our Company since July 01, 1999. He holds a diploma in production and industrial engineering from
Punjab State Board of Technical Education and Industrial Training, Chandigarh. He has over 26 years of experience. His
key responsibilities include oversight of quality assurance for CO₂ projects along with implementation and monitoring
of safety and quality control standards. In Fiscal 2025, he has received an aggregate compensation of ₹ 9.36 lakhs.
Manoj Kumar Singh is the general manager - business of Punjab Fusion Private Limited. He is associated with Punjab
Fusion Private Limited since May 19, 2011. He holds a master’s in commerce from Jai Narain Inter College, Lucknow,
respectively. He also holds a post-graduate diploma in business management (marketing) from the Institution of Business
Management, New Delhi along with a diploma in sales management from Management Studies Promotion Institute, New
Delhi. He has over 14 years of experience. His key responsibilities include client relationship management, business
development with key clients, and service delivery. In Fiscal 2025, he has received an aggregate compensation of ₹ 11.64
lakhs.
Ashish Kumar Gupta is the general manager - sales and distribution of our Company. He is associated with our
Company since January 02, 2012. He holds a bachelor’s degree of arts along with a post graduate diploma in business
management from the University of Pune. He has over 14 years of experience. His key responsibilities include overseeing
sales relationships and the marketing strategy of our Company. In Fiscal 2025, he has received an aggregate compensation
of ₹ 14.16 lakhs.
313Vipin Kumar is the president production - ethanol division of Pancarbo Greenfuels Private Limited. He is associated
with Pancarbo Greenfuels Private Limited since December 20, 2024. He holds a bachelor’s degree of science from Meerut
University along with a diploma in industrial fermentation and alcohol technology from the National Sugar Institute,
Kanpur. Prior to joining Pancarbo Greenfuels Private Limited, he was associated with Oasis Commercial Private Limited,
and Pioneer Industries Limited. He has over 15 years of experience in the field of distillery operations, ethanol production
and processing. His key responsibilities include planning and overseeing ethanol production operations, ensuring
optimum capacity utilization and maintaining quality standards. In Fiscal 2025, he has received an aggregate
compensation of ₹ 10.70 lakhs.
Status of Key Managerial Personnel and Senior Management
All the Key Managerial Personnel and members of our Senior Management are permanent employees of our Company.
Relationship among Key Managerial Personnel and Senior Management
Except as disclosed under “-Relationship between our Directors, Key Managerial Personnel and Senior Management”
on page 301, none of our Key Managerial Personnel and members of our Senior Management are related to each other.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management
Except the performance bonus component of their remuneration and as disclosed in “Terms of appointment of our
Executive Directors” on page 302, none of our Key Managerial Personnel or members of our Senior Management are
party to any bonus or profit-sharing plan of our Company.
Shareholding of Key Managerial Personnel and Senior Management in our Company
Except as disclosed in “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and Senior
Management in our Company” on page 132, none of our Key Managerial Personnel or members of our Senior
Management, hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus.
Service Contracts and retirement or termination benefits with Directors and Key Managerial Personnel and Senior
Management
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no officer
of our Company, including our Directors, Key Managerial Personnel and members of our Senior Management, is entitled
to any benefits upon termination of employment under any service contract entered into with our Company and they are
governed by the terms of their respective appointment letters.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there is no contingent or deferred
compensation payable to our Key Managerial Personnel and members of our Senior Management, which does not form
part of their remuneration:
An unsecured loan was extended by our Company to Karthik Rang Raj, the CEO of our Company, pursuant to which an
amount of ₹ 62.18 lakhs is outstanding as on the date of this Draft Red Herring Prospectus. The said loan is repayable on
demand and carries interest at the rate of 7.00% per annum.
Arrangements and understanding with major shareholders, customers, suppliers or others
None of the Key Managerial Personnel nor the members of Senior Management of our Company have been appointed
pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.
Loans to and deposits from Key Managerial Personnel and Senior Management
Except as disclosed under “- Contingent and deferred compensation payable to our Key Managerial Personnel and Senior
Management” on page 314, there are no outstanding loans availed by our Key Managerial Personnel or members of the
Senior Management from our Company.
Interest of Key Managerial Personnel and Senior Management
Other than as disclosed in “- Interest of Directors” and “ - Contingent and deferred compensation payable to our Key
Managerial Personnel and Senior Management” above, the Key Managerial Personnel and members of our Senior
Management of our Company do not have any interest in our Company other than to the extent of the remuneration or
314benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them
during the ordinary course of business.
Except as disclosed in the “-Interest of Directors” and “Risk Factors - Certain of our properties, including our registered
office, corporate office, business office and one of our CO₂ recovery units, have been leased from related parties, which
may give rise to potential conflicts of interest” on pages 304 and 44, respectively, there are no premises leased by our
Company from any Key Managerial Personnel or members of our Senior Management of our Company.
There is no conflict of interest between our KMPs and members of our Senior Management and suppliers of raw materials
and third-party service providers of our Company (crucial for operations of our Company).
Except as disclosed in the “-Interest of Directors” on page 304, there is no conflict of interest between our KMPs and
members of our Senior Management and the lessor of immovable properties of our Company (crucial for operations of
our Company).
Changes in Key Managerial Personnel or Senior Management during the last three years
Except as disclosed in “- Changes in our Board during the last three years” and as set out below, there are no other
changes in our Key Managerial Personnel or members of our Senior Management during the three years immediately
preceding the date of this Draft Red Herring Prospectus are set forth below:
Name Date of Change Reasons
Vipin Kumar December 20, 2024 Appointed as president production - ethanol division of
Pancarbo Greenfuels Private Limited
Lakhbir Singh September 02, 2025 Appointed as the Company Secretary and Compliance
Officer of our Company
Raj Kumar December 01, 2025 Promoted to general manager- process, quality & assurance
projects- Co2 division
Ashish Kumar Gupta December 01, 2025 Promoted to general manager - sales and distribution
Manoj Kumar Singh December 01, 2025 Promoted to general manager - business
Lakhvir Singh Ubhy January 27, 2026 Promoted to Chief Financial Officer
Karthik Rang Raj January 27, 2026 Promoted to Chief Executive Officer
Employee stock option and stock purchase schemes
As on the date of this Draft Red Herring Prospectus, our Company does not have any employee stock option scheme or
stock appreciation rights scheme.
Payment or Benefit to Key Managerial Personnel and Senior Management of our Company
No non-salary related amount or benefit has been paid or given since incorporation or intended to be paid or given to any
officer of our Company, including our Directors, Key Managerial Personnel and Senior Management other than in the
ordinary course of their employment.
315OUR PROMOTERS AND PROMOTER GROUP
The Promoters of our Company are Davinder Singh Kohli, Amrit Paul Singh Kohli, Jatinder Kaur Kohli and Inder Pal
Kaur Kohli.
As on date of this Draft Red Herring Prospectus, our Promoters hold 2,01,78,070 Equity Shares in our Company,
representing 87.88 % of the pre-Offer paid-up Equity Share capital of our Company.
For details, see “Capital Structure – Build-up of the shareholding of our Promoters in our Company” on page 120.
Details of our Promoters are as follows:
Davinder Singh Kohli, aged 60 years, is one of our Promoters and is also the
Chairman and Managing Director of our Company. He is an Indian national.
Date of Birth: September 11, 1965
Permanent Account Number: ACEPK0443K
For the complete profile of Davinder Singh Kohli, along with details of his
address, educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 300.
Amrit Paul Singh Kohli, aged 55 years, is one of our Promoters and is also a Joint
Managing Director of our Company. He is an Indian national.
Date of Birth: August 9, 1970
Permanent Account Number: ANPPK3750P
For the complete profile of Amrit Paul Sigh Kohli, along with details of his address,
educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 300.
316Jatinder Kaur Kohli, aged 59 years, is one of our Promoters and is also a Non-
Executive Director of our Company. She is an Indian national.
Date of Birth: May 9, 1966
Permanent Account Number: ABYPK3171B
For the complete profile of Jatinder Kaur Kohli, along with details of her address,
educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 300.
Inder Pal Kaur Kohli, aged 54 years, is one of our Promoters and is also a Non-
Executive Director of our Company. She is an Indian national.
Date of Birth: October 25, 1971
Permanent Account Number: ACEPK0440L
For the complete profile of Inder Pal Kaur Kohli, along with details of her address,
educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 300.
Our Company confirms that the permanent account number, Aadhaar card number, driving license number* and bank
account number and passport number of our Promoters, as applicable, will be submitted to the Stock Exchanges at the
time of filing this Draft Red Herring Prospectus.
* Our Promoter, Jatinder Kaur Kohli, does not hold a driving license as on the date of this Draft Red Herring Prospectus.
Change in control of our Company
There has been no change in control of our Company in the last five years preceding the date of this Draft Red Herring
Prospectus. Pursuant to a resolution dated March 7, 2026, passed by the Board, Amrit Paul Singh Kohli, Davinder Singh
Kohli, Inder Pal Kaur Kohli and Jatinder Kaur Kohli have been identified as Promoters.
For details in relation to the shareholding of our Promoters and Promoter Group, and changes in the shareholding of our
Promoters, including since incorporation, see “Capital Structure” on page 110.
Other ventures of our Promoter
Other than as disclosed in the sections entitled, “Our Management – Board of Directors” and “Our Promoter and
Promoter Group -Entities forming part of the promoter group” on pages 298 and320 , respectively, our Promoters are
not involved in any other ventures.
Interests of our Promoters
Our Promoters are interested in our Company to the extent (i) that they have promoted our Company , (ii) to the extent
of their respective shareholding in our Company, the shareholding of their relatives and entities in which our Promoters
are interested which hold Equity Shares in our Company and shareholding of our Subsidiaries; and (iii) the dividends
payable and any other distributions in respect of their shareholding in our Company and our Subsidiaries. For further
details, see “Capital Structure – Build-up of the shareholding of our Promoters in our Company” on page 120.
Additionally, our Promoters may also be interested in transactions entered into by our Company with other entities (i) in
which our Promoters hold shares, or (ii) controlled by our Promoters. For further details, see “Summary of Related Party
Transactions” on page 91.
Further, our Promoters who are also Directors and/or Key Managerial Personnel of our Company and our Subsidiaries,
317may be deemed to be interested in the terms of their appointment as such, including in relation to benefits, remuneration,
reimbursement of expenses, etc., payable to them, if any, in their capacity as Directors and/or Key Managerial Personnel
by our Company and our Subsidiaries, as applicable. For further details, see “Our Management” on page 298.
Our Promoters, namely, Amrit Paul Singh Kohli, Davinder Singh Kohli, Inder Pal Kaur Kohli and Jatinder Kaur Kohli
have extended personal guarantees in favour of our lenders to secure the borrowings availed by our Company and may be
deemed to be interested to that extent. For further details, see “Financial Indebtedness” on page 409.
Our Promoters, namely, Amrit Paul Singh Kohli, Davinder Singh Kohli, Inder Pal Kaur Kohli and Jatinder Kaur Kohli
have also from time-to-time extended unsecured loans to our Company and are interested to the extent of repayment of
such amounts. As of December 31, 2025, our Promoters had extended unsecured loans to us that cumulatively amounted
to ₹ 1,389.18 lakhs. Further, as of December 31, 2025, certain members of our Promoter Group had extended unsecured
loans to us that cumulatively amounted to ₹ 14.97 lakhs. For further details, see “Summary of Related Party
Transactions” and “Financial Indebtedness” on pages 91 and 409, respectively.
No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are
interested, in cash or shares or otherwise, by any person, either to induce them to become or to qualify them, as directors
or promoters or otherwise for services rendered by our Promoters or by such firm or company, in connection with the
promotion or formation of our Company.
Except as disclosed under section entitled “Our Subsidiaries” on page 295, our Promoters do not have any interest in a
venture that is involved in any activities similar to those conducted by our Company.
Interest in property acquired, acquisition of land, construction of building and supply of machinery, etc.
None of our Promoters have any interest (direct or indirect) in any property acquired by our Company and/or our
Subsidiaries in the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired
by our Company and/or our Subsidiaries or in any transaction with respect to the acquisition of land, construction of
building and supply of machinery.
Payment or Benefits to Promoters or Promoter Group
Except in the ordinary course of business and as stated in this section and in the section entitled “Summary of Related
Party Transactions” on page 91, there have been no payment or benefits by our Company to our Promoters or any of the
members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus, nor is
there any intention to pay or give any benefit to our Promoter or Promoter Group as on the date of this Draft Red Herring
Prospectus.
Disassociation by our Promoters in the last three years
Our Promoters have not disassociated themselves from any companies or firms during the preceding three years from the
date of this Draft Red Herring Prospectus.
Material Guarantees
As of the date of this Draft Red Herring Prospectus, our Promoters have not given any material guarantees with respect
to the Equity Shares.
Confirmations
Our Promoters and members of our Promoter Group have not been declared Wilful Defaulters or Fraudulent Borrowers
by any bank or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or
Fraudulent Borrowers issued by Reserve Bank of India.
Our Promoters have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic
Offenders Act, 2018.
Our Promoters and members of our Promoter Group have not been prohibited or debarred from accessing the capital
markets or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any
other securities market regulator or any other authority, court or tribunal inside and outside India.
Our Promoters are not and have not been a promoter or director of any other company which is debarred from accessing
or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental
318authority.
Except as disclosed in “Our Subsidiaries – Other confirmations” on page Error! Bookmark not defined., there is no
conflict of interest between our Promoters or members of our Promoter Group and the suppliers of raw materials and
third-party service providers, which are crucial for the operations of our Company.
Except as disclosed below, there is no conflict of interest between our Promoters or members of our Promoter Group and
lessors of the immovable properties, which are crucial for the operations of our Company:
Lease
Sr. Name of Name of Date of Address of Duration of
Usage of property consideration
No. lessor lessee agreement property Lease
(in ₹ lakhs)
1 Jatinder Our March 26, 1897, Arya Corporate Office 1.20 per annum 11 months
Kaur Company 2026 Samaj Chowk (from March
Kohli Bathinda, 151 26, 2026 to
001, Punjab, February 25,
India 2027)
2 Jatinder Pancarbo March 26, 1897-D, Arya Business office 1.20 per annum 11 months
Kaur Greenfuels 2026 Samaj Chowk (from March
Kohli Private Bathinda, 151 26, 2026 to
Limited 001, Punjab, February 25,
India 2027)
3 Inder Pal Punjab December 1897, Arya Registered office 1.20 per annum 6 years (from
Kaur Fusion 8, 2025 Samaj Chowk December 01,
Kohli Private Bathinda, 151 2025 to
Limited 001, Punjab, November 30,
India 2031)
For further details of the material properties leased by our Company, see “Our Business - Properties” on page 276
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 (due to their relationship with our Promoters), other than our
Promoters, are as follows:
Name of member of the Promoter
Name of Promoter Relationship with the Promoter
Group
Joginder Kaur Mother
Jatinder Kaur Kohli Spouse
Amrit Paul Singh Kohli Brother
Swarnjit Singh Kohli Brother
Surinder Pal Singh Kohli* Brother
Bavkaran Singh Kohli Son
Davinder Singh Kohli
Jasmine Kaur Kohli Daughter
Razmeet Kaur Daughter
Janmeet Kaur Kohli Daughter
Harbans Kaur Kohli Mother of the Spouse
Abinder Singh Kohli Brother of the Spouse
Gurvinder Singh Kohli Brother of the Spouse
Joginder Kaur Mother
Amrit Paul Singh Kohli Inder Pal Kaur Kohli Spouse
Davinder Singh Kohli Brother
Swarnjit Singh Kohli Brother
319Name of member of the Promoter
Name of Promoter Relationship with the Promoter
Group
Surinder Pal Singh Kohli* Brother
Gurkaran Singh Kohli Son
Ishleen Kaur Kohli Daughter
Jasbir Kaur Mother of the Spouse
Parminder Singh Brother of the Spouse
Gurpreet Kaur Sister of the Spouse
Harbans Kaur Kohli Mother
Davinder Singh Kohli Spouse
Abinder Singh Kohli Brother
Gurvinder Singh Kohli Brother
Bavkaran Singh Kohli Son
Jasmine Kaur Kohli Daughter
Jatinder Kaur Kohli
Razmeet Kaur Daughter
Janmeet Kaur Kohli Daughter
Joginder Kaur Mother of the Spouse
Amrit Paul Singh Kohli Brother of the Spouse
Swarnjit Singh Kohli Brother of the Spouse
Surinder Pal Singh Kohli* Brother of the Spouse
Jasbir Kaur Mother
Amrit Paul Singh Kohli Spouse
Parminder Singh Brother
Gurpreet Kaur Sister
Gurkaran Singh Kohli Son
Inder Pal Kaur Kohli
Ishleen Kaur Kohli Daughter
Joginder Kaur Mother of the Spouse
Davinder Singh Kohli Brother of the Spouse
Swarnjit Singh Kohli Brother of the Spouse
Surinder Pal Singh Kohli* Brother of the Spouse
* Our Company had filed an exemption application dated January 30, 2026 under Regulation 300 (1)(c) of the SEBI ICDR Regulations
seeking an exemption from identifying and disclosing the following as members of the Promoter Group: (i) Surinder Pal Singh Kohli,
the brother of our Promoters Amrit Paul Singh Kohli and Davinder Singh Kohli and the brother of the spouse of our Promoters Inder
Pal Kaur Kohli and Jatinder Kaur Kohli; (ii) any body corporate in which 20% or more of the equity share capital is held by Mr.
Surinder Pal Singh Kohli, or a firm or Hindu Undivided Family (“HUF”) in which Surinder Pal Singh Kohli may be a member; or
(iii) any body corporate in which any body corporate mentioned under clause (ii) above holds 20% or more of the equity share capital;
or (iv) any HUF or firm in which the aggregate shareholding of Surinder Pal Singh Kohli, is equal to or more than 20% of the equity
share capital, in accordance with the SEBI ICDR Regulations. Also see ‘Risk Factors – We have sought exemption from disclosing
certain individuals and entities as part of the ‘promoter group’ of our Company. There is no guarantee that SEBI will grant such
exemption in a timely manner or at all.’ on page 35.
Entities forming part of the Promoter Group (other than our Subsidiaries)
The entities forming part of our Promoter Group are as follows:
1. Motrac Motors Private Limited
2. Punjab Oxygen Private Limited
3. Kohli Gases
4. M.S Marketing
5. Mohinder Singh Kohli & Sons
6. Motifiq
7. Harman Creations
3208. Amrit Paul Singh Kohli & Sons (HUF)
9. Kohli Auto Centre
10. Classic Spares
11. Davinder Singh Kohli & Sons
321OUR GROUP COMPANY
For the purpose of disclosure in this Draft Red Herring Prospectus, the following shall be considered as ‘group
companies’ of our Company, in accordance with the SEBI ICDR Regulations:
(i) All such companies (other than our Subsidiaries) with which there were related party transactions, in accordance
with Ind AS 24, as disclosed in the Restated Consolidated Financial Information; and
(ii) any other companies as may be considered material by our Board.
With respect to (ii) above, in accordance with the Materiality Policy adopted by our Board pursuant to its meeting held
on March 27, 2026, such companies (other than the Subsidiaries and the companies covered under the schedule of related
party transactions included in the Restated Consolidated Financial Information) which are members of the promoter
group, in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, and with which the Company has entered into
transactions during the most recent completed financial year/and the relevant stub period (as applicable) for which
financial information is included in this Draft Red Herring Prospectus, and which individually or in the aggregate, in
value, exceeds 10% of the restated consolidated total revenue from operations of the Company for the last completed full
financial year for which financial information is disclosed in this Draft Red Herring Prospectus and any other company
considered material by the Board, will be considered material and disclosed as a “group company” in this Draft Red
Herring Prospectus.
Accordingly, pursuant to the resolution dated March 27, 2026 passed by our Board based on the parameters defined
above, our Company has the following Group Company: (i) Punjab Oxygen Private Limited.
A. Details of the Group Company
Set out below are details of our Group Company:
Punjab Oxygen Private Limited
Registered Office
Arya Samaj Chowk, Bathinda – 151 001, Punjab, India
Financial Information
Certain financial information derived from the audited financial statements of Punjab Oxygen Private Limited for the
Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, is available on the website of our Company at
www.punjabcarbonic.com/investorsCircle.
It is clarified that such details available on the website of our Company do not form part of this Draft Red Herring
Prospectus. Anyone placing reliance on any other source of information, including the website of our Company, would
be doing so at their own risk.
Litigation which has a material impact on our Company
There is no pending litigation involving our Group Company which has or will have a material impact on our Company.
Nature and extent of interest of Group Company
Interest in the promotion of our Company
Our Group Company does not 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 Company is not interested 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 and supply of machinery
322Our Group Company are not interested in any transactions for acquisition of land, construction of building or supply of
machinery, etc.
Common pursuits
As of the date of this Draft Red Herring Prospectus, there are no common pursuits between our Group Company and our
Company and our Subsidiaries.
As on the date of this Draft Red Herring Prospectus, our Group Company is not listed in India or abroad.
Related business transactions with our Group Company and significance on the financial performance of our
Company
Other than the transactions disclosed in the section “Restated Consolidated Financial Information –Note 34. – Related
Party Disclosures” on page 377, there are no other business transactions between our Company and Group Company.
Further there are no transactions which are significant to the financial performance of our Company.
Business interests or other interests
Except in the ordinary course of business and as disclosed in section “Restated Consolidated Financial Information –
Note 34. – Related Party Disclosures” on page 377, our Group Company does not have any business interest in our
Company.
Other Confirmations
Our Group Company does not have any securities listed on a stock exchange.
Our Group Company has not made any public, rights issue or composite issue (as defined under the SEBI ICDR
Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus.
There is no conflict of interest between our Group Company and their directors and the suppliers of raw materials or
third-party service providers of our Company (crucial for operations of our Company).
Except as disclosed below, there is no conflict of interest between our Group Company and their directors and the lessors
of immovable properties of our Company (crucial for operations of our Company).
The registered office of our Group Company has been leased from our Promoter and Non-Executive Director, Inder Pal
Kaur Kohli, pursuant to a lease deed dated December 10, 2025, for a period extending from December 1, 2025 to
November 30, 2031 at an annual lease amount of ₹ 1.20 lakhs.
323DIVIDEND POLICY
Our Company does not have a formal dividend distribution policy. The declaration and payment of dividends on our
Equity Shares, if any, will be recommended by our Board and approved by the Shareholders of our Company, at their
discretion, subject to the provisions of the Articles of Association and the applicable laws including the Companies Act,
2013 read with the rules notified thereunder, each as amended, together with the applicable rules issued thereunder.
The dividend payable, if any, will depend on a number of internal and external factors, including but not limited to profits
earned or distributable surplus during the Fiscal, accumulated reserves including retained earnings, cash flows, debt
repayment schedules, if any, and external factors including, but not limited to the macro-economic environment,
regulatory changes and technological changes. Our Board shall recommend or declare dividend as per the provisions of
the Companies Act, 2013 and any other applicable laws. Interim dividend shall be paid on declaration of the same by our
Board and the final dividend will be paid on the approval of Shareholders at a general meeting.
Our Company has not declared any dividends during the six months period ended September 30, 2025, last three Fiscals
and until the date of this Draft Red Herring Prospectus, on the Equity Shares.
The past trend in relation to our payment of dividends is not necessarily indicative of our dividend trend or dividend
policy, in the future. For details in relation to risks involved in this regard, please refer to “Risk Factors - Our Company
has not paid dividends during the last three 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 ability to pay dividends in the future may be affected
by any material adverse effect on our future earnings, financial condition or cash flows.” on page 70.
324SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
325Independent Auditors' Examination Report on the Restated Consolidated Statement of Assets and Liabilities as
at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, and the Restated Consolidated
Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of
Changes in Equity and the Restated Consolidated Statement of Cash Flows for the six months period ended
September 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 along
with the Restated Summary Statement of Material Accounting Policies and other explanatory information of
Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited) and its subsidiaries
(collectively, the "Restated Consolidated Financial Information")
To,
The Board of Directors
Punjab Carbonic Limited
(Formerly known as Punjab Carbonic Private Limited)
Khasra No. 112/4/2/1, Village Lehri
Tehsil Talwandi Sabo, Bathinda, Punjab-151302
Dear Sir(s) / Madam(s),
1) We, SSP & Co., have examined the attached Restated Consolidated Financial Information of Punjab Carbonic
Limited (Formerly known as Punjab Carbonic Private Limited) (the “Company” or the “Issuer”) and its subsidiaries
(the Company and its subsidiaries together referred to as “the Group"), prepared by the Company, comprising the
Restated Consolidated Statement of Assets and Liabilities as at September 30, 2025, March 31, 2025, March 31, 2024
and March 31, 2023, the Restated Consolidated Statements of Profit and Loss (including other comprehensive income),
the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement for the six
months period ended September 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and March
31, 2023, the Summary Statement of Material Accounting Policies, and other explanatory information (collectively, the
“Restated Consolidated Financial Information”), as approved by the Board of Directors of the Company at their meeting
held on March 27, 2026 for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) in connection with
proposed Initial Public Offer of equity shares of the Company (“IPO”) prepared in terms of the requirements of:
a.Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b.The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended ("ICDR Regulations"); and
c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
Management’s Responsibility for the Restated Consolidated Financial Information
2) The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial
Information for the purpose of inclusion in the DRHP to be filed with SEBI, BSE Limited (“BSE”) and the National
Stock Exchange of India Limited (“NSE”) in connection with the proposed IPO. The Restated Consolidated Financial
Information has been prepared by the management of the Company on the basis of preparation as stated in Note 1 to
Note 3 of the Restated Consolidated Financial Information. The respective board of directors of the companies included
in the Group are responsible for designing, implementing, and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Consolidated Financial Information. The respective board of directors are
also responsible for identifying and ensuring that the Group complies with the Act, the ICDR Regulations, and the
Guidance Note.
Auditor’s Responsibilities
3)We have examined such Restated Consolidated Financial Information taking into consideration:
a. The terms of reference and terms of our engagement agreed upon with the Company in accordance with our
engagement letter dated September 29, 2025 in connection with the proposed IPO of equity shares of the Company;
b.The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the
ICAI;
326c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting
the Restated Consolidated Financial Information; and
d. The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the
Act, the ICDR Regulations and the Guidance Note in connection with the IPO.
Restated Consolidated Financial Information as per Audited Consolidated Financial Statements
4) The Restated Consolidated Financial Information have been compiled by the management from:
a. Audited Special Purpose Ind AS Consolidated Financial Statements of the Group as at and for the six months period
ended September 30, 2025, prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”)
specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended,
and other accounting principles generally accepted in India, adjustments (in accordance with the basis of preparation,
as set out in Note 1c to the Restated Consolidated Financial Information) to the audited Indian GAAP Consolidated
Financial Statements of the Company as at and for the six months period ended September 30, 2025 prepared in
accordance with the Accounting Standards notified under Section 133 of the Act, which have been approved by the
Board of Directors of the Company at their meeting held on March 07, 2026.
b. Audited Special Purpose Ind AS Consolidated Financial Statements of the Group as at and for the financial years
ended March 31, 2025, March 31, 2024, and March 31, 2023, have been prepared by the Management of the Company
making Ind AS adjustments (in accordance with the basis of preparation, as set out in Note No. 1c to the Restated
Consolidated Financial Information) to the audited Indian GAAP Consolidated Financial Statements of the Company
as at and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, (“Indian GAAP
Consolidated Financial Statements”) prepared in accordance with the Accounting Standards notified under Section 133
of the Act (“Indian GAAP”), which have been approved by the Board of Directors of the Company at their meeting
held on September 05, 2025, September 30, 2024, and September 30, 2023, respectively.
5) For the purpose of our examination, we have relied on:
a. Independent Auditor’s report issued by us dated March 07, 2026 on the Audited Special Purpose Ind AS Consolidated
Financial Statements of the Group as at and for six months period ended September 30, 2025 as referred in Para 4(a)
above.
b. Independent Auditor’s reports issued by us dated March 07, 2026 on the Audited Special Purpose Ind AS
Consolidated Financial Statements of the Group as at and for the financial years ended March 31, 2025, March 31, 2024
and March 31, 2023 as referred in Para 4(b) above.
6) As indicated in the audit reports referred to above:
We did not audit the financial statements of one Indian subsidiary companies as at and for the six months period ended
September 30, 2025 and as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023,
whose share of total assets, total revenues, total profit after tax, total comprehensive income and net cash flows included
in the audited special purpose Ind AS consolidated financial statements relevant periods/ financial years are tabulated
below, which have audited by other auditor and whose audit report has been furnished to us by the Management and
our opinion on the Audited Special Purpose Ind AS Consolidated Financial Statements, in so far as it relates to the
below-mentioned amounts and disclosures included in respect of the subsidiary, and our report in so far as it relates to
the aforesaid subsidiary, is based solely on report of such other auditors:
(₹ in Lakhs)
Particulars As at and for As at and for the As at and for the As at and for the
the six-month financial year financial year financial year
period ended ended March 31, ended March 31, ended March 31,
September 2025 2024 2023
30, 2025
Audited by other auditors
Number of subsidiaries 1 1 1 1
Total Assets 22,064.10 22,253.95 20,657.99 7,657.53
Total Revenue 21,158.19 34,474.72 1,623.22 -
Total Profit After Tax 2,180.33 793.14 (317.18) (30.95)
327Total Comprehensive 2,179.75 795.12 (316.89) (30.95)
Income
Net Cash Inflow / 432.59 19.03 10.30 (13.52)
(Outflow)
Our opinion on the Audited Special Purpose Interim Ind AS Consolidated Financial Statements of the Group is not
modified in respect of this matter.
The other auditors of subsidiary as referred to in Annexure I, have examined the restated consolidated financial
information and have confirmed that the restated consolidated financial information:
a. has been prepared after incorporating adjustments for the changes in accounting policies, any material errors and
regroupings/reclassifications retrospectively in the financial years as at and for the financial years ended March 31,
2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the six months period ended September 30, 2025.
b. does not contain any qualifications / modifications requiring adjustments; and
c. has been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.
7) Based on our examination and according to the information and explanations provided to us, and also as per the
reliance placed on the audit report submitted by the other auditors on their audit of financial statements of subsidiary
for the respective periods/years mentioned in paragraph 6 above, we report that the Restated Consolidated Financial
Information of the Company:
a. has been prepared after incorporating adjustments for the changes in accounting policies, any material errors and
regroupings/reclassifications retrospectively in the financial years as at and for the financial years ended March 31,
2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the six months period ended September 30, 2025.
b. does not contain any qualifications / modifications requiring adjustments; and
c. has been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.
8) We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements
9) The Restated Consolidated Financial Information does not reflect the effects of events that occurred subsequent to
September 30, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows
and statement of changes in equity of the Group as at any date or for any period subsequent to September 30, 2025.
10) This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports
issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
11) We have no responsibility to update our report for events and circumstances occurring after the date of the report.
12) Our report is intended solely for use by the Board of Directors of the Company for inclusion in the DRHP to be
filed with the Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited in
connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except
with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any
other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior
consent in writing.
For SSP & Co.
Chartered Accountants
FRN:010390N
CA Sandeep Gupta
Partner
Membership No.:099458
UDIN: 26099458HNSSDC8972
Place of Signature: New Delhi
Date: March 27, 2026
328Annexure I - The name of entities audited by other auditors for the six months period ended September 30, 2025
and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023
Name of the Entity Relationship Name of the Auditor
Pancarbo Greenfuels Private Subsidiary Samarth M Surana & Co
Limited (FRN:010295N)
329Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure I - Restated Consolidated Statement of Assets and Liabilities
(All amounts are in INR Lakhs , unless stated otherwise)
As at
Particulars Notes
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
ASSETS
Non-Current Assets
(a) Property, plant & equipment 4 20,655.01 19,534.92 18,492.62 4,543.44
(b) Capital work in progress 5 348.19 529.26 437.41 4,788.10
(c) Right-to-use assets 6(a) 16.64 14.00 16.01 3.89
(d) Other intangible assets 4 6.34 5.92 4.58 0.12
(e) Financial assets 7
(i) Investments 7(a) 436.26 354.30 93.97 55.01
(ii) Other financial assets 7(b) 877.64 985.22 282.25 167.13
(f) Other non-current assets 8 210.26 244.17 401.71 1,324.85
22,550.34 21,667.79 19,728.55 1 0,882.54
Current Assets
(a) Inventories 9 2,115.09 1,897.55 1,851.31 49.21
(b) Financial assets 10
(i) Trade receivables 10(a) 4,307.43 5,021.39 3,549.36 1,960.77
(ii) Cash and cash equivalents 10(b) 500.19 68.40 120.96 69.47
(iii)Bank balances other than (ii) above 10(c) 0.44 0.68 7.77 40.19
(iv) Derivative financial assets 10(d) 23.71 - - -
(v) Loans 10(e) 779.89 962.63 825.63 536.46
(vi) Other financial assets 10(f) 369.19 144.15 124.74 0.62
(c) Other current assets 11 922.62 1,512.65 2,535.87 976.20
9,018.56 9,607.45 9,015.64 3,632.92
TOTAL ASSETS 31,568.90 31,275.24 28,744.19 1 4,515.46
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 12 208.73 208.73 208.73 208.73
(b) Other equity 12(a) 6,378.37 4,541.38 3,508.32 2,893.32
Equity attributable to shareholders 6,587.10 4,750.11 3,717.05 3,102.05
(c) Non-Controlling Interest 12(b) 2,163.48 1,400.81 732.61 336.68
Total Equity 8,750.58 6,150.92 4,449.66 3,438.73
Liabilities
Non-current liabilities
(a) Financial liabilities 13
(i) Borrowings 13(a) 9,461.17 10,358.64 10,516.73 5,707.07
(ia) Lease liabilities 6(b) 16.51 15.45 16.25 3.13
(ii) Other financial liabilities 13(b) - 499.20 984.51 -
(b) Provisions 14 160.12 147.01 124.65 113.81
(c) Deferred tax Liability (net) 15 727.28 484.32 488.90 253.65
10,365.08 11,504.62 12,131.04 6,077.66
Current liabilities
(a) Financial liabilities 16
(i) Borrowings 16(a) 6,197.74 6,539.05 5,589.46 2,034.05
(ia) Lease liabilities 6(b) 1.98 0.80 0.73 0.75
(ii) Trade payables 16(b)
- Dues to micro and small enterprises 466.61 258.08 34.98 29.61
- Due to creditors other than micro and
small enterprises 3,380.57 3,974.19 3,676.63 1,215.84
(iii)Derivative financial Liabilities 16(c) - 44.00 - -
(iv) Other financial liabilities 16(d) 752.07 692.30 640.16 548.96
(b) Other current liabilities 17 1,199.80 1,634.68 1,956.04 1,031.18
(c) Provisions 18 104.07 74.92 69.06 45.89
(d) Current Tax Liabilities (Net) 19 350.40 401.68 196.43 92.79
12,453.24 13,619.70 12,163.49 4,999.07
TOTAL EQUITY AND LIABILITIES 31,568.90 31,275.24 28,744.19 1 4,515.46
Note:TheabovestatementshouldbereadwithAnnexureVSummaryStatementofMaterialAccountingPoliciesandOtherExplanatoryNotesto
Restated Financial Information, and Annexure VI- Notes to the Restated Financial Information
As per our report of even date
for SSP & Company for and on behalf of Board of Directors
Chartered Accountants Punjab Carbonic Limited
Firm Registration No.: 010390N (CIN: U40200PB1992PLC012863)
CA Sandeep Gupta Davinder Singh Kohli Amrit Paul Singh Kohli
Partner Chairman & Managing Director Joint Managing Director
Membership No.: 099458 DIN: 00301180 DIN: 01120399
UDIN NO. 26099458HNSSDC8972
Place: New Delhi
Date: 27.03.2026 Lakhvir Singh Ubhy Lakhbir Singh
Chief Financial Officer Company Secretary
Place: New Delhi
Date: 27.03.2026
330Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure II - Restated Consolidated Statement of Profit and Loss (including other comprehensive income)
(All amounts are in INR Lakhs , unless stated otherwise)
For the period ended
Particulars Notes
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
INCOMES
I. Revenue from operations 20 2 7,939.52 48,817.39 1 3,652.86 1 1,037.78
II. Other incomes 21 2 22.67 212.75 138.16 105.93
III. TOTAL INCOME 28,162.19 49,030.14 13,791.02 11,143.71
IV. EXPENSES
Cost of Materials Consumed 22 1 8,081.92 33,912.09 7,155.30 4,620.37
Purchases of Stock-in-Trade 23 5 1.19 28.59 22.50 0.20
Changes in inventories of finished goods,
24 566.29 206.09 (894.87) 3.50
Stock-in -Trade
Employee Benefit expense 25 1 ,320.29 2,376.34 1,427.64 1,120.88
Finance cost 26 5 73.67 1,111.91 310.41 251.61
Depreciation and amortization expense 27 3 90.85 703.75 373.22 225.03
Other expenses 28 4 ,194.85 7,470.90 4,206.63 3,995.99
TOTAL EXPENSES 25,179.06 45,809.67 12,600.83 10,217.58
V. Profit before exceptional items and tax 2,983.13 3,220.47 1,190.19 926.13
VI. Exceptional items - - - -
VII. Profit before tax 2,983.13 3,220.47 1,190.19 926.13
VIII.Tax expense 29
Current tax 114.84 589.23 279.07 165.42
Earlier periods taxes - (1.87) 7.42 0.24
Deferred tax charge/ (credit) 249.77 11.67 269.13 32.04
364.61 599.03 555.62 197.70
IX. Profit for the year 2,618.52 2,621.44 634.57 728.43
X. Other comprehensive income
Other comprehensive income to be re-classified to
profit or loss in subsequent periods - - - -
Other comprehensive income not to be re-classified
to profit or loss in subsequent periods
(i)Gain/ (loss) on fair valuation of investment net of tax - - - -
Income Tax effect on (i) - - - -
(ii)Re-measurement gain/ (loss) on defined benefit plans 9.74 9.45 4.61 (57.54)
Income Tax effect on (ii) (2.45) (2.38) (1.16) 14.48
XI. Total comprehensive income for the year 2,625.81 2,628.51 638.02 6 85.37
Profit/(loss) for the period attributable to:
Equity holders of the parent 1,855.65 2,343.93 722.72 736.40
Non-controlling interests 7 62.87 277.51 ( 88.15) (7.97)
2,618.52 2,621.44 634.57 728.43
OCI for the period attributable to:
Equity holders of the parent 7.49 6.38 3.37 (43.06)
Non-controlling interests ( 0.20) 0.69 0.08 -
7.29 7.07 3.45 (43.06)
Total OCI for the period attributable to:
Equity holders of the parent 1,863.13 2,350.31 726.09 693.34
Non-controlling interests 762.67 278.20 (88.07) (7.97)
2,625.81 2,628.51 638.02 685.37
XII. Earning per equity share 30
Equity shares of par value ₹ 10/- each
Basic (in ₹) 8.08 10.21 3.15 3.21
Diluted (in ₹) 8.08 10.21 3.15 3.21
Note: The above statement should be read with Annexure V Summary Statement of Material Accounting Policies and Other Explanatory Notes to Restated
Financial Information, and Annexure VI- Notes to the Restated Financial Information
As per our report of even date
for SSP & Company for and on behalf of Board of Directors
Chartered Accountants Punjab Carbonic Limited
Firm Registration No.: 010390N (CIN: U40200PB1992PLC012863)
CA Sandeep Gupta Davinder Singh Kohli Amrit Paul Singh Kohli
Partner Chairman & Managing Director Joint Managing Director
Membership No.: 099458 DIN: 00301180 DIN: 01120399
UDIN NO. 26099458HNSSDC8972
Place: New Delhi
Date: 27.03.2026
Lakhvir Singh Ubhy Lakhbir Singh
Chief Financial Officer Company Secretary
Place: New Delhi
Date: 27.03.2026
331Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure III - Restated Consolidated Statement of Cash Flows
(All amounts are in INR Lakhs , unless stated otherwise)
For the period ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
A. Cash flow from operating activity
Restated profit before tax 2 ,983.13 3,220.47 1,190.19 926.13
Adjustments to reconcile profit before tax to net cash flows:
Depreciation expense on property, plant and equipment 3 88.79 700.64 371.19 224.25
Depreciation expense on Right of Use Assets 1 .34 2.01 1.90 0.75
Amortization expense 0 .72 1.10 0.13 0.02
(Gain)/ loss on disposal of property, plant and equipment, net (33.18) (3.14) (55.14) (36.37)
Fair value (gain) / loss on mutual fund investments & Gold (42.97) (15.32) (14.96) (2.44)
Net (gain)/ loss on fair valuation of forward exchange contracts (67.71) 44.00 - -
Finance costs 5 73.67 1,111.91 310.41 251.61
Interest income (44.53) (92.38) (54.64) (45.95)
Allowance/ (Reversal) for Expected Credit Loss 2 8.55 50.19 9.10 (15.68)
Operating cash flow before working capital changes 3,787.81 5,019.49 1,758.18 1,302.32
Changes in working capital:
(Increase)/ decrease in trade receivables 685.41 (1,522.21) (1,597.69) (758.07)
(Increase)/ decrease in inventories (217.53) (46.24) (1,802.10) 112.63
(Increase)/ decrease in financial assets- loans 182.74 (137.00) (289.16) (269.09)
(Increase)/ decrease in other financial assets (117.46) (722.38) (239.23) (58.56)
(Increase)/ decrease in other current assets/ Non-current assets 623.93 1,180.77 (636.53) (1,916.06)
Increase/ (decrease) in trade payables (385.09) 520.67 2,466.15 435.35
Increase/ (decrease) in other financial liabilities (439.43) (433.17) 1,075.71 114.27
Increase/ (decrease) in provisions 52.00 37.68 38.62 21.54
Increase/ (decrease) in other current liabilities (434.89) (321.35) 924.86 523.25
3,737.48 3,576.25 1,698.81 (492.42)
Income tax paid, net of refunds (166.12) (382.11) (182.85) (74.89)
Net cash flows from/ (used) operating activities 3,571.36 3,194.14 1,515.96 (567.31)
B. Cash flow from Investing activities
Purchase of property, plant and equipment (1,557.08) (1,877.11) (14,472.09) (322.99)
Purchase of Intangible Assets (1.14) (2.44) (4.59) (0.10)
Proceeds from sale of property, plant and equipment 44.62 52.40 60.71 69.48
Acquisition related to Control Based subsidiary 1.38 (1,251.01)
(Investment) / Capitalisation in Capital Work in Progress 1 81.07 (91.85) 4,350.69 (4,726.41)
Maturities/ (Investment) in Fixed Deposits 0 .24 7.09 32.42 31.98
Redemption/ Investment in Mutual & Gold (39.00) (245.00) (24.00) (51.55)
Advances/loans given to subsidiaries & others 0.00 0.00 0.00 0.00
Interest income received 44.53 92.38 54.64 45.95
Net cash flows from/ (used) in investing activities (1,325.38) (3,315.55) (10,002.22) (4,953.64)
C. Cash flow from Financing activities
Net proceeds/(payment) from/(to) long-term borrowings (897.47) (158.10) 4,809.67 4,740.44
Net proceeds from short-term borrowings (341.31) 949.59 3,555.41 666.66
Proceeds/ (Buyback) from issue of shares to Non controlling Shareholders 0.00 390.00 484.00 262.25
Repayment of lease liabilities (including interest) (2.68) (2.45) (2.32) (1.02)
Finance costs paid (572.73) (1,110.19) (309.01) (251.35)
Net cash flows from/ (used) in financing activities (1,814.19) 68.85 8,537.75 5,416.98
Net increase/(decrease) in cash and cash equivalents (A+B+C)
431.79 (52.56) 51.50 (103.97)
Cash and cash equivalents at the beginning of the year 68.40 120.96 69.47 173.44
Cash and cash equivalents at the end of the year 500.19 68.40 120.96 69.47
332Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure III - Restated Consolidated Statement of Cash Flows
(All amounts are in INR Lakhs , unless stated otherwise)
For the Purpose of the Statement of cash flows, cash and cash equivalents comprise of following
Cash in hand 39.64 55.41 27.79 64.78
Balance with banks
In current accounts 460.55 12.99 93.17 4.69
Bank Overdraft - 0.00 - -
Total cash and cash equivalents 500.19 68.40 120.96 69.47
Notes:
1. The above Consolidated Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in the Ind AS-7 “Statement of Cash Flows”.
2. Changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes
Long-term
borrowings (Inc
Particulars
Current
maturities) Short-term borrowings
As at April 01, 2022 1,423.83 910.18
Cash flows 4,768.25 638.85
As at March 31, 2023 6,192.08 1,549.04
Cash flows 6,155.20 2,209.88
As at March 31, 2024 12,347.28 3,758.92
Cash flows (328.29) 1,119.78
As at March 31, 2025 12,018.99 4,878.70
Cash flows (545.37) (693.40)
As at September 30, 2025 11,473.61 4,185.30
Summary of material accounting polices 1-3
Note: The above statement should be read with Annexure V Summary Statement of Material Accounting Policies and Other Explanatory Notes to Restated
Financial Information, and Annexure VI- Notes to the Restated Financial Information
As per our report of even date
for SSP & Company for and on behalf of Board of Directors
Chartered Accountants Punjab Carbonic Limited
Firm Registration No.: 010390N (CIN: U40200PB1992PLC012863)
CA Sandeep Gupta Davinder Singh Kohli Amrit Paul Singh Kohli
Partner Chairman & Managing Director Joint Managing Director
Membership No.: 099458 DIN: 00301180 DIN: 01120399
UDIN NO. 26099458HNSSDC8972
Place: New Delhi
Date: 27.03.2026
Lakhvir Singh Ubhy Lakhbir Singh
Chief Financial Officer Company Secretary
Place: New Delhi
Date: 27.03.2026
333Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure IV - Restated Consolidated Statement of Changes in Equity
(All amounts are in INR Lakhs , unless stated otherwise)
A. EQUITY SHARE CAPITAL
Particulars No. of Shares Amount
Equity shares of ₹ 100 each issued, subscribed and fully paid
As at April 01, 2022 2 ,08,734 208.73
Change in Equity share capital during the year - -
As at March 31, 2023 2 ,08,734 208.73
Change in Equity share capital during the year - -
As at March 31, 2024 2 ,08,734 208.73
Change in Equity share capital during the year - -
As at March 31, 2025 2 ,08,734 208.73
Change in Equity share capital during the year - -
As at September 30, 2025 2 ,08,734 208.73
B. OTHER EQUITY
Reserves and Surplus Other comprehensive income
Revaluation Non Controlling
Particulars Total Other equity Total
Reserve Interest
Securities FVTOCI
Retained earning Other items
Premium Reserve
As at April 01, 2022 8 7.23 2 25.94 2 ,018.07 - - 2 ,331.24 8 2.40 2 ,413.64
Profit for the year - 7 36.40 - - - 7 36.40 ( 7.97) 7 28.43
Dividend paid - - - - - - - -
Change in fair value of investments, (net of taxes) - - - - - - - -
Remeasurement of net defined benefits, (net of taxes) - ( 43.06) - - - ( 43.06) - ( 43.06)
OCI reclassified to retained earnings - - - - - - - -
Impact of Disinvestment, Investment and restatement - - - - - - 2 62.25 2 62.25
Additional depreciation on revalued Assets (net of taxes) - - ( 131.26) - - ( 131.26) - ( 131.26)
Balance as at March 31, 2023 8 7.23 9 19.28 1 ,886.81 - - 2 ,893.32 3 36.68 3 ,230.00
Profit for the year - 7 22.72 - - - 7 22.72 ( 88.15) 6 34.57
Dividend paid - - - - - - - -
Change in fair value of investments, (net of taxes) - - - - - - - -
Remeasurement of net defined benefits, (net of taxes) - 3 .37 - - - 3 .37 - 3 .37
OCI reclassified to retained earnings - - - - - - 0 .08 0 .08
Impact of Disinvestment, Investment and restatement - - - - - - 4 84.00 4 84.00
Additional depreciation on revalued Assets (net of taxes) - - ( 111.09) - - ( 111.09) - ( 111.09)
Balance as at March 31, 2024 8 7.23 1 ,645.37 1 ,775.72 - - 3 ,508.32 7 32.61 4 ,240.93
Profit for the year - 2 ,343.93 - - - 2 ,343.93 2 77.51 2 ,621.44
Dividend paid - - - - - - - -
Change in fair value of investments, (net of taxes) - - - - - - - -
Remeasurement of net defined benefits, (net of taxes) - - - - - - - -
OCI reclassified to retained earnings - 6 .38 - - - 6 .38 0 .69 7 .07
Impact of Disinvestment, Investment and restatement - - - - - - 3 90.00 3 90.00
Addition on Revaluation - - - - - - - -
334Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure IV - Restated Consolidated Statement of Changes in Equity
(All amounts are in INR Lakhs , unless stated otherwise)
Additional depreciation on revalued Assets (net of taxes) - - ( 74.96) - - ( 74.96) - ( 74.96)
Intercompany sale of fixed asset - 8 .72 - - - 8 .72 - 8 .72
Acquisition related to Control based subsidiary - ( 1,251.01) - - - ( 1,251.01) - ( 1,251.01)
Balance as at March 31, 2025 8 7.23 2 ,753.39 1 ,700.76 - - 4 ,541.38 1 ,400.81 5 ,942.19
Profit for the year - 1 ,855.65 - - - 1 ,855.65 7 62.87 2 ,618.52
Dividend paid - - - - - - - -
Change in fair value of investments, (net of taxes) - - - - - - - -
Remeasurement of net defined benefits, (net of taxes) - - - - - - - -
OCI reclassified to retained earnings - 7 .49 - - - 7 .49 ( 0.20) 7 .29
Impact of Disinvestment, Investment and restatement - - - - - - - -
Addition on Revaluation - - - - - - - -
Additional depreciation on revalued Assets (net of taxes) - - ( 27.53) - - ( 27.53) - ( 27.53)
Acquisition related to Control based subsidiary 1 .38 1 .38 - 1 .38
Balance as at Septembetr 30, 2025 8 7.23 4 ,617.91 1 ,673.23 - - 6 ,378.37 2 ,163.48 8 ,541.85
Summary of material accounting polices 1-3
Note: The above statement should be read with Annexure V Summary Statement of Material Accounting Policies and Other Explanatory Notes to Restated Financial Information, and Annexure VI- Notes to the
Restated Financial Information
As per our report of even date
for SSP & Company for and on behalf of Board of Directors
Chartered Accountants Punjab Carbonic Limited
Firm Registration No.: 010390N (CIN: U40200PB1992PLC012863)
CA Sandeep Gupta Davinder Singh Kohli Amrit Paul Singh Kohli
Partner Chairman & Managing Director Joint Managing Director
Membership No.: 099458 DIN: 00301180 DIN: 01120399
UDIN NO. 26099458HNSSDC8972
Place: New Delhi
Date: 27.03.2026
Lakhvir Singh Ubhy Lakhbir Singh
Chief Financial Officer Company Secretary
Place: New Delhi
Date: 27.03.2026
335Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
1a Company Overview
PunjabCarbonicLimited("theCompany"or"PCL")isaPublicLimitedCompanyhavingCorporateIdentityNumber(CIN)U40200PB1992PLC012863.Itis domiciledinIndia,incorporatedw.e.f.28thDecember
1992undertheprovisionsofCompaniesAct,1956havingregisteredofficeatKhasraNo.112//4/2/1,VillageLehri,TalwandiSabo,Bathinda,TalwandiSabo,Punjab,India,151302.TheCompanyoperates24
plants/branch offices (including workshops and corporate offices) located at various places across India, where manufacturing and other operational activities are carried out.
TheCompanyisengagedinthemanufactureofliquidcarbondioxide,solidcarbondioxide(dryice),ethanol&DDGS.ItalsosuppliescompleteCarbonCapture,UtilisationandStorage(CCUS)solutionsona
turnkey basis and provides carriage and tanker rental services.
The functional and presentation currency of the Company is Indian Rupee (“Rs.”).
The consolidated financial statements were approved by the Board of Directors and authorised for issue on March 27, 2026
1b Statement Of Compliance
TheRestatedConsolidatedFinancialInformationoftheGroupcomprisesoftheRestatedConsolidatedStatementofAssetsandLiabilitiesasat30thSeptember2025,31stMarch2025,31stMarch2024and31st
March2023,theRestatedConsolidatedStatementofProfitandLoss(includingOtherComprehensiveIncome),theRestatedConsolidatedStatementofChangesinEquityandtheRestatedConsolidatedStatementof
CashFlowsforthesixmonthsperiodended30thSeptember2025,andfortheyearsended31stMarch2025,31stMarch2024and31stMarch2023,andtheMaterialAccountingPoliciesandotherexplanatory
information relating to such financial periods (referred to collectively as ‘Restated Consolidated Financial Information’).
TheseRestatedConsolidatedFinancialInformationhavebeenpreparedbytheManagementoftheHoldingCompanyasrequiredundertheSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosure
Requirements)Regulations,2018,asamended(“ICDRRegulations”)issuedbytheSecuritiesandExchangeBoardofIndia('SEBI'),inpursuanceoftheSecuritiesandExchangeBoardofIndiaAct,1992,forthe
purposeofinclusionintheDraftRedHerringProspectus(‘DRHP’)inconnectionwiththeproposedInitialPublicOfferingofequitysharesoffacevalueofRs.10eachoftheHoldingCompanycomprisingaFresh
issueandanofferforsaleofequitysharesheldbythesellingshareholders(the“Offer”),preparedbytheHoldingCompanyintermsoftherequirementsof:(a)Section26ofPartIofChapterIIIoftheCompanies
Act,2013("theAct");(b)ICDRRegulations;(c)TheGuidanceNoteonReportsinCompanyProspectuses(Revised2019)issuedbytheInstituteofCharteredAccountantsofIndia(ICAI)(the“GuidanceNote”);
andTheRestatedConsolidatedFinancialInformationoftheGrouphavebeenpreparedtocomplyinallmaterialrespectswiththeIndianAccountingStandards(“IndAS”)asprescribedunderSection133oftheAct
readwiththeCompanies(IndianAccountingStandards)Rules,2015(asamendedfromtimetotime),presentationrequirementsofDivisionIIofScheduleIIIoftheAct,asapplicabletothefinancialstatementsand
other relevant provisions of the Act. The Restated Consolidated Financial Information of the Group were authorized for issue by the Board of Directors at their meeting held on March 27, 2026.
TheseRestatedConsolidatedFinancialInformationoftheGrouphavebeencompiledfrom:(a)AuditedSpecialPurposeInterimIndASConsolidatedFinancialStatementsoftheGroupasatandforthesixmonths
periodended30thSeptember2025preparedinaccordancewithrecognitionandmeasurementprinciplesunderIndAS34"InterimFinancialReporting",specifiedundersection133oftheActandotheraccounting
principlesgenerallyacceptedinIndiaandpresentationrequirementsofDivisionIIofScheduleIIIoftheActwhichhavebeenapprovedbytheBoardofDirectorsattheirmeetingheldonMarch07,2026.(b)Audited
SpecialPurposeIndASConsolidatedFinancialStatementsoftheGroupasatandfortheyearended31stMarch2025,31stMarch2024and31stMarch2023whichwerepreparedbytheHoldingCompanyafter
takingintoconsiderationtherequirementsoftheICDRRegulationsandwereapprovedbytheBoardofDirectorsattheirmeetingheldonMarch07,2026.TheGrouphadadopted31stMarch2025asreportingdate
forvoluntarilyfirst-timeadoptionofIndianAccountingStandardsasnotifiedundersection133oftheActreadwiththeCompanies(IndianAccountingStandards)Rules,2015asamendedbyCompanies(Indian
AccountingStandards)Rules,2016andotherrelevantprovisionsoftheActandconsequently1stApril2022asthevoluntarilytransitiondateforpreparationofitsSpecialPurposeIndASConsolidatedFinancial
Statementstheyearended31stMarch2023,31stMarch2024&31stMarch2025.Forperiodsuptoandincludingtheyearended31stMarch2025,theHoldingCompanyprepareditsconsolidatedfinancial
statements in accordance with Accounting Standards ("Indian GAAP") notified under section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules, 2014.
TheAuditedSpecialPurposeIndASConsolidatedFinancialStatementsfortheyearended31stMarch2025,31stMarch2024and31stMarch2023havebeenpreparedaftermakingsuitableadjustmentstothe
accountingheadsfromtheirIndianGAAPvaluesfollowingtheaccountingpolicychoices(bothmandatoryexceptionsandoptionalexemptionsavailedasperIndAS101)asatthetransitiondateandasperthe
presentation,accountingpoliciesandgrouping/classificationsfollowedasatandforthesixmonthsperiodendedon30thSeptember2025.AdjustmentsmadetothepreviouslyissuedIndianGAAPFinancial
StatementstocomplywithIndAShavebeenauditedbyM/s.SSP&Co..ThebasisofpreparationforspecificitemswhereexemptionshavebeenappliedandreconciliationbetweenIndianGAAPandIndAShas
beendisclosedinNote35.InpursuancetotheICDRRegulations,forthepurposeofAuditedSpecialPurposeIndASConsolidatedFinancialStatementsoftheGroupasatandfortheyearended31stMarch2025,
31stMarch2024and31stMarch2023thetransitiondateisconsideredas1stApril2022.TheseSpecialPurposeIndASConsolidatedFinancialStatementsasatandfortheyearended31stMarch2025,31stMarch
2024 and 31st March 2023 are not the statutory consolidated financial statements under the Companies Act, 2013. The accounting policies have been consistently applied by the Holding Company in preparation of the
RestatedConsolidatedFinancialInformationandareconsistentwiththoseadoptedinthepreparationofAuditedSpecialPurposeInterimIndASConsolidatedFinancialStatementsasatandforthesix-monthperiod
ended30thSeptember2025.TheseRestatedConsolidatedFinancialInformationhavebeenpreparedonagoingconcernbasis.TheseRestatedConsolidatedFinancialInformationdoesnotreflecttheeffectsofevents
thatoccurredsubsequenttotherespectivedatesoftheboardmeetingheldfortheapprovaloftheConsolidatedFinancialStatementsasatandfortheperiodended30thSeptember2025andasatandfortheyears
ended 31st March 2025, 31st March 2024 and 31st March 2023 as mentioned above.
The Restated Consolidated Financial Information:
(a)Havebeenpreparedafterincorporatingadjustmentsforthechangesinaccountingpolicies,materialerrorsandregrouping/reclassificationsretrospectivelyinthefinancialyearsended31stMarch2025,31stMarch
2024 and 31st March 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the six month period ended 30th September 2025.
(b) Do not require any adjustment for modification as there is no modification in the underlying audit reports; and
(c)HavebeenpreparedinaccordancewiththeAct,ICDRRegulations,theGuidanceNote.AllamountsincludedintheRestatedConsolidatedFinancialInformationarepresentedinIndianRupees(“INR”or“₹”),
which is also the Holding Company’s functional currency and all values are stated as INR or ₹ Lakhs rounded of up to two decimals, except when otherwise indicated.
1c Basis of preparation of financial statements
TheseConsolidatedfinancialstatementshavebeenpreparedandpresentedunderthehistoricalcostconventionwiththeexceptionofcertainassetsandliabilitiesthatarerequiredtobecarriedatfairvaluesbyIndAS.
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 accounting policies adopted in the preparation of the Consolidated financial statements are consistent with those followed in the previous year.
1d Use of estimates and critical accounting judgements
InpreparationoftheConsolidatedfinancialstatements,theCompanymakesjudgements,estimatesandassumptionsaboutthecarryingvaluesofassetsandliabilitiesthatarenotreadilyapparentfromothersources.
The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods affected.
Significantjudgementsandestimatesrelatingtothecarryingvaluesofassetsandliabilitiesincludeusefullivesofproperty,plantandequipmentandintangibleassets,impairmentofproperty,plantandequipment,
intangible assets, provision for employee benefits and other claims, provision and contingent liabilities, recoverability of deferred tax assets.
1e Basis of classification of Current and Non-Current
Basedonthenatureofproductsofthecompanyandthenormaltimebetweenacquisitionofassetsandtheirrealisationincashorcashequvalents,thecompanyhasdetermineditsoperatingcycleas12monthsforthe
purpose of classification of its assets and liabilities as current and non-current.
336Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Assets
An asset is classified as current when it satisfies any of the following criteria:
a) it is expected to be realised in, or is intended for sale or consumption in the company’s normal operating cycle;
b) it is held primarily for the purpose of being traded;
c) it is expected to be realised within 12 months after the reporting date; or
d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date.
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the
following criteria:
a) it is expected to be settled in the company’s normal operating cycle;
b) it is held primarily for the purpose of being traded;
c) it is due to be settled within 12 months after the reporting date;or
d)thecompanydoesnothaveanunconditionalrighttodefersettlementoftheliabilityforatleast12monthsafterthereportingdate.Termsofaliabilitythatcould,attheoptionofthecounterparty,resultinits
settlement by the issue of equity instruments do not affect its classification.
Current liabilities include current portion of non-current financial liabilities.
All other liabilities are classified as non-current.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.
Basedonthenatureofmanufacturingactivityandthetimebetweentheacquisitionofassetsforprocessingandtheirrealizationincashandcashequivalents,theCompanyhasascertaineditsoperatingcycleforthe
purpose of current – noncurrent classification of assets and liabilities:
• as 12 months for the gases and related products of the Company
• as 12 months for the Project engineering division of the company which are engaged in supply of carbon capturing utilisation & storage plants (CCUS).
337Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
2.1 New and amended standards adopted by the Company (Recent Accounting Pronouncements).
The Ministry of Corporate Affairs (“MCA”) notifies new Indian Accounting Standards (“Ind AS”) and amendments to existing standards from time to time under the Companies (Indian Accounting Standards) Rules.
(a)FortheyearendedMarch31,2025,MCAhasnotifiedIndAS117–InsuranceContractsandamendmentstoIndAS116–Leasesrelatingtosaleandleasebacktransactions,whichareapplicabletothe
Company with effect from April 1, 2024.
The Company has evaluated the above new standards and amendments and, based on its assessment, has concluded that these pronouncements do not have any material or significant impact on its financial statements.
(b)OnMay9,2025,MCAnotifiestheamendmentstoIndAS21-EffectsofChangesinForeignExchangeRates.Theseamendmentsaimtoprovideclearerguidanceonassessingcurrencyexchangeabilityand
estimatingexchangerateswhencurrenciesarenotreadilyexchangeable.TheamendmentsareeffectiveforannualperiodsbeginningonorafterApril1,2025.TheCompanyiscurrentlyassessingtheprobableimpact
of these amendments on its financial statements.
2.2 Critical accounting judgements and key sources of estimation uncertainty
Thepreparationofconsolidatedfinancialstatementsrequirestheuseofaccountingestimateswhich,bydefinition,willseldomequaltheactualresults.Managementalsoneedstoexercisejudgementinapplyingthe
company's accounting policies.
Thisnoteprovidesanoverviewoftheareasthatinvolvedahigherdegreeofjudgmentorcomplexityandofitemswhicharemorelikelytobemateriallyadjustedduetoestimatesandassumptionsturningouttobe
different than those originally assessed.
(i) Accounting for revenue from contracts wherein company satisfies performance obligation and recognises revenue over time
Forcontractswhereinperformanceobligationsaresatisfiedovertime,theCompanyrecognisesrevenueovertimebymeasuringtheprogresstowardscompletesatisfactionofthatperformanceobligation,inorderto
depicttheCompany’sperformanceintransferringcontrolofgoodsorservicespromisedtoacustomer.Thismethodrequiresestimatesofthetotalrevenueandtotalcostsofthecontract,aswellasmeasurementof
progressachievedtodateasaproportionofthetotalworktobeperformed.Thisinvolvesdeterminationofmargintoberecognizedonthecontracts,whicharedependentonthetotalcoststocompletecontracts,that
is,thecostincurredtilldateandestimationoffuturecosttocompletethecontractandpricevariationsetc.Thisestimationinvolvesexerciseofsignificantjudgementbythemanagementinmakingcostforecasts
considering future activities to be carried out in the contract, and the related assumptions etc. Experience reduces but does not eliminate the risk that estimates may change significantly.
(ii) Estimation of Expected Useful Lives of Property,Plant and Equipment and Intangible assets.
Theestimatedusefullivesofproperty,plantandequipmentandintangibleassetsarebasedonanumberoffactorsincludingtheeffectsofobsolescence,demand,competition,historicalexperience,internalassessment
ofuserexperienceandothereconomicfactors(suchasthestabilityoftheindustryandknowntechnologicaladvances)andthelevelofmaintenanceexpenditurerequiredtoobtaintheexpectedfuturecashflowsfrom
the asset. The Company reviews the useful life of property, plant and equipment and intangible assets at the end of each reporting period.
(iii) Employee Benefits (Estimation of Defined Benefit Obligations).
Post-employmentbenefitslikegratuity,post-retirementmedicalbenefitsetc.representobligationsthatwillbesettledinthefutureandrequireassumptionstoprojectbenefitobligations.Post-employmentbenefit
accountingisintendedtoreflecttherecognitionoffuturebenefitcostsovertheemployee'sapproximateserviceperiod,basedonthetermsoftheplansandtheinvestmentandfundingdecisionsmade.These
obligationsaredeterminedusingactuarialvaluation,whichrequirestheCompanytomakeassumptionsregardingvariablessuchasdiscountrate,salarygrowthrates,mortalityratesetc.Duetothecomplexities
involvedinthevaluationanditslong-termnature,adefinedbenefitobligationishighlysensitivetochangesintheseassumptions.Changesinthesekeyassumptionscanhaveasignificantimpactonthedefinedbenefit
obligations.
(iv) Litigations, Claims and Contingencies.
Duetotheuncertaintyinherentinmattersrelatingtolitigation,claimsandcontingencies,itisoftendifficulttopredictthefinaloutcome.ThecasesandclaimsagainsttheCompanyoftenraisefactualandlegalissues
thataresubjecttouncertaintiesandcomplexities,includingthefactsandcircumstancesofeachparticularcase/claim,thejurisdictionandthedifferencesinapplicablelaw.TheCompanyconsultswithlegalcounseland
otherexpertsonmattersrelatedtospecificlitigationswhereconsiderednecessary.TheCompanyaccruesaliabilitywhenitisdeterminedthatanadverseoutcomeisprobableandtheamountofthelosscanbe
reasonablyestimated.Contingentliabilitiesaredisclosedwhenthereisapossibleobligationarisingfrompastevents,theexistenceofwhichwillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormore
uncertainfutureeventsnotwhollywithinthecontroloftheCompany,orapresentobligationthatarisesfrompasteventswhereitiseithernotprobablethatanoutflowofresourceswillberequiredtosettlethe
obligation or a reliable estimate of the amount cannot be made.
(v) Deferred tax assets
Managementjudgementisrequiredtodeterminetheamountofdeferredtaxassetsthatcanberecognised,baseduponthelikelytimingandtheleveloffuturetaxableprofitstogetherwithfuturetaxplanning
strategies.
(vi) Impairment of Property, Plant and Equipment
At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
338Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
3 Material accounting policies
The Material accounting polices applied by the Company in the preparation of its restated financial statements are listed below.Such accounting policies have been applied consistently to all the periods presented in
these restated financial statements, unless otherwise indicated.
a Revenue recognition
RevenueisrecognizedtotheextentthatitisprobablethattheeconomicbenefitswillflowtotheCompanyandtherevenuecanbereliablybemeasured,regardlessofwhenthepaymentisbeingmade.Revenueis
being measured at fair value of the consideration received or receivable net of discounts, taking into account the
contractually defined terms and excluding taxes or duties collected on behalf of the government.
A. Sale of Products
TheCompanyrecognisesrevenuefromcontractswithcustomerswhenitsatisfiesaperformanceobligationbytransferringcontrolofthepromisedgoodtoacustomer.Performanceobligationinrespectofsaleof
productissatisfiedatapointintime,whichusuallyoccursuponreceiptofgoodsbythecustomer(forethanol)andSaleoccursuponshipmentforallothersalesuchasCarbonDioxide&DDGS.Atthatpoint,the
customer has full discretion over the channel and price to sell the products, and there are no unfulfilled obligations that could affect the customer’s acceptance of the product.
Therevenueisrecognisedtotheextentofthetransactionpriceallocatedtotheperformanceobligationsatisfied.TransactionpriceistheamountofconsiderationtowhichtheCompanyexpectstobeentitledin
exchangefortransferringgoodstoacustomer,excludingamountscollectedonbehalfofathirdparty.Variableconsiderationisestimatedusingtheexpectedvaluemethodorthemostlikelyamount,asappropriatein
a given circumstance. Payment terms agreed with a customer are as per business practice and there is no financing component involved in the transaction price.
B. Sale of Services
Inrespectofsaleofservices,performanceobligationissatisfiedovertimewhentheentityrendersservicestocustomers.Revenuefromservicesrenderedisrecognisedastheservicesarerenderedandisbookedbased
onagreement/arrangementswiththeconcernedparties.TransactionpriceistheamountofconsiderationtowhichtheCompanyexpectstobeentitledinexchangefortransferringservicetoacustomer,excluding
amountscollectedonbehalfofathirdparty.Variableconsiderationisestimatedusingtheexpectedvaluemethodormostlikelyamount,asappropriateinagivencircumstance.Paymenttermsagreedwithacustomer
are as per business practice and there is no financing component involved in the transaction price.
C. Revenue from Construction/ Project related activity
Revenue from construction/project related activity is recognised as follows:
TheCompanygenerallyhasfixedpricecontractsinrespectofwhichcontractrevenueisrecognisedovertimetotheextentofperformanceobligationsatisfiedandcontroltransferredtothecustomer.Contract
revenueisrecognisedatallocabletransactionprice,whichrepresentsthecostofworkperformedonthecontractplusproportionatemargin,usingthepercentageofcompletionmethod.Percentageofcompletionis
the proportion of cost of work performed to date to the total estimated contract costs.
Whencontractrevenuerecognizedtilldateexceedsprogressbilling,theexcessisshownascontractassets.Forcontractswhereprogressbillingsexceedthecontractrevenuetilldate,theexcessisshownasadvance
from customer (Contract Liability). Amounts received before the related work is performed are included as a liability as advance from customer (Contract Liability).
Paymenttermsagreedwithacustomerareasperbusinesspracticeandthereisnofinancingcomponentinvolvedinthetransactionprice.Impairmentloss(termedasprovisionforforeseeablelossesinthefinancial
statements)isrecognizedinprofitorlosstotheextentthecarryingamountofthecontractassetexceedstheremainingamountofconsiderationthattheCompanyexpectstoreceivetowardsremainingperformance
obligations (after deducting the costs that relate directly to fulfil such remaining performance obligations).
D. Interest and Dividend Income
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate applicable.Income from dividend is recognised when right to receive payment is established.
E. Other Income
Other Incomes are accounted as and when the right to receive such income arises and it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably.
339Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
b Property, Plant and Equipment
Property,plantandequipmentarestatedatcostofacquisitionorconstructionlessaccumulateddepreciationoraccumulatedimpairmentloss,ifany.Costofitemofproperty,plantandequipmentincludespurchase
price,taxes,non-refundableduties,freightandothercoststhataredirectlyattributabletobringingassetstotheirworkingconditionfortheirintendeduse.Expensescapitalisedincludeapplicableborrowingcostsfor
qualifying assets, if any.
Expenditureincurredonstartupandcommissioningoftheprojectand/orsubstantialexpansion,includingtheexpenditureincurredontrialruns(Netoftrialrunreceipts,ifany)uptothedateofcommencementof
commercial production are capitalised.
Thisrecognitionprincipleisappliedtothecostsincurredinitiallytoacquireanitemofproperty,plantandequipmentandalsotocostsincurredsubsequentlytoaddto,replacepartof,orserviceit.Allotherrepairand
maintenancecosts,includingregularservicing,arerecognisedinthestatementofprofitandlossasincurred.Whenareplacementoccurs,thecarryingvalueofthereplacedpartisde-recognised.Whereanitemof
property, plant and equipment comprises major components having different useful lives, these components are accounted for as separate items
Anitemofproperty,plantandequipmentisderecognizedupondisposalorwhennofutureeconomicbenefitsareexpectedtoarisefromthecontinueduseofasset.Anygainorlossarisingonthedisposalor
retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the Statement of Profit and Loss.
The residual values, useful lives and method of depreciation of Property, Plant and Equipment is reviewed at each financial year and adjusted prospectively, if any.
Spares that can be used only with particular items of plant and machinery and such usage is expected to be for more than once accounting period are capitalized.
Property,PlantandEquipmentunderconstructionarerecognizedascapitalworkinprogress.Advancespaidtowardstheacquisitionofproperty,plant&equipmentsoutstandingasofeachbalancesheetdateis
disclosed under long term loans and advances.
Uponfirst-timeadoptionofIndAS,theCompanyhaselectedtomeasureitsProperty,PlantandEquipmentatthePreviousGAAPcarryingamountasitsdeemedcostonthedateoftransitiontoIndASi.e.,1April
2022,exceptforLand,Plant&Machinery(includingelectricalinstallation&laboratoryequipments),CO2Transporttankwhichhavebeenmeasuredatfairvalueasontransitionandmanagementdecidedtoadoptit
as a revaluation policy in accordance with Ind AS 16. (refer note 35 IndAS 101)
TheCompanyrevaluesLand,Plant&Machinery(includingelectricalinstallation&laboratoryequipments)andCO2Transporttankatregularintervals,ormorefrequentlyifthereareindicatorsofsignificantchanges
in fair values, to ensure that their carrying amounts are not materially different from fair values
c Intangible assets
Intangibleassetsrelatingtosoftwareacquiredseparatelyareinitiallyrecognizedatcostandsubsequentlycarriedatcostlessaccumulatedamortizationandaccumulatedimpairmentlosses,ifany.Intangibleassetsare
derecognizedupondisposalorwhennofutureeconomicbenefitsareexpectedfromtheiruse.Anygainorlossarisingfromthederecognitionofintangibleassetsismeasuredasthedifferencebetweenthenetdisposal
proceeds and the carrying amount of the asset and is recognized in the Statement of Profit and Loss when the asset is derecognized.
Subsequent to initial recognition, intangible assets with definite useful lives are reported at cost less accumulated amortization and accumulated impairment losses.
Upon first-time adoption of Ind AS, the Company has elected to measure its intangible assets at the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e., 1 April 2022.
d Depreciation of Property, Plant and Equipment
Depreciationcomputedasperthestraightlinemethodbasedonthemanagement’sestimateofusefullifeofaproperty,plantandequipmentwhichisinaccordancewiththeusefullivesofproperty,plantandequipment
indicatedinScheduleIIoftheAct.Thesechargesarecommencedfromthedatestheassetsareavailablefortheirintendeduseandarespreadovertheirestimatedusefuleconomiclives.Theestimatedusefullivesof
assetsandresidualvaluesarereviewedregularlyand,whennecessary,revised.Forcertainassetscategorizedunder“Plantandequipment”,basedoninternalassessment,themanagementbelievesthattheseassetshave
useful lives which is different from the useful lives as prescribed under Part C of Schedule II of the Act.
The following useful lives apply to the different types of tangible assets:
Type of Assets Useful Life
Building 30 Years
Cylinders 1 Year
Electrical Installation 10 Years
Plant & Machinery (CPP) 25 Years
Storage Tankers 30 Years
Laboratory Equipments 10 Years
Office Equipments 5 Years
Computer 3 Years
Furniture & Fixture 10 Years
CO2 Transport tank 30 Years
Transport Vehicle 8-10 Years
Vehicles 8-10 Years
ROU assets are depreciated on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Spares capitalized are being depreciated over the useful life /remaining useful life of the plant and machinery with which such spares can be used
Anitemofproperty,plantandequipmentandanysignificantpartinitiallyrecognizedisderecognizedupondisposalorwhennofutureeconomicbenefitsareexpectedfromitsuseordisposal.Anygainorlossarising
on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognized.
340Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
e Amortisation of Intangible assets
IntangibleassetsexceptGoodwillareamortisedinStatementofProfitorLossovertheirestimatedusefullives,fromthedatethattheyareavailableforusebasedontheexpectedpatternofconsumptionofeconomic
benefits of the asset. Accordingly, at present, these are being amortised on straight line basis
The estimated useful lives of Intangible Assets are as follows:
Type of Assets Useful Life
Computer Software (IA) 5 Years
The useful lives are reviewed atleast at each year end. Changes in expected useful lives are treated as changes in accounting estimates.
f Impairment of non financial assets.
Thecarryingamountsofproperty,plantandequipment,capitalwork-in-progress,andintangibleassetsarereviewedateachBalanceSheetdatetodeterminewhetherthereisanyindicationofimpairment.Ifsuchan
indicationexists,therecoverableamountoftheassetisestimated.Recoverableamountisthehigheroffairvaluelesscoststosellandvalueinuse.Inassessingvalueinuse,theestimatedfuturecashflowsare
discountedtotheirpresentvalueusingapre-taxdiscountratethatreflectscurrentmarketassessmentsofthetimevalueofmoneyandtherisksspecifictotheassetorthecash-generatingunit.Forimpairmenttesting,
assetsaregroupedintothesmallestgroupofassetsthatgeneratescashinflowslargelyindependentfromthecashinflowsofotherassetsorgroupsofassets(the“cash-generatingunit”).Animpairmentlossis
recognized whenever the carrying amount of an asset or cash-generating unit exceeds its recoverable amount and is recognized in the Statement of Profit and Loss.
Impairmentlossesrecognizedinpriorperiodsarereviewedateachreportingdatetoassesswhetherthelosshasdecreasedornolongerexists.Animpairmentlossisreversediftherehasbeenachangeintheestimates
usedtodeterminetherecoverableamount,butonlytotheextentthattheasset’scarryingamountdoesnotexceedthecarryingamountthatwouldhavebeendetermined(netofdepreciationoramortization)hadno
impairmentlossbeenrecognized.Impairmentlossrecognizedforgoodwillisnotreversedinsubsequentperiodsunlessitresultedfromaspecificexternaleventofanexceptionalnaturethatisnotexpectedtorecur,
and subsequent external events reverse the effect of that event.
g Financial Instruments
(I) Recognition:
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.
Tradereceivablesanddebtsecuritiesissuedareinitiallyrecognisedwhentheyareoriginated.AllotherfinancialinstrumentsareinitiallyrecognisedwhentheCompanybecomesapartytothecontractualprovisionsof
the instrument.
(II) Initial measurement:
Financialinstrumentsareinitiallyrecognisedatitsfairvalue.Transactioncostsdirectlyattributabletotheacquisitionorissueoffinancialinstrumentsarerecognisedindeterminingthecarryingamount,ifitisnot
classifiedasatfairvaluethroughprofitorloss.However,tradereceivablesthatdonotcontainasignificantfinancingcomponentaremeasuredattransactionprice.Transactioncostsoffinancialinstrumentscarriedat
fair value through profit or loss are expensed in the statement of profit and loss.Subsequently, financial instruments are measured according to the category in which they are classified.
(III) Finanacial Assets
Classification and measurement – financial assets:
Classificationoffinancialassetsisbasedonthebusinessmodelinwhichtheinstrumentsareheldaswellasthecharacteristicsoftheircontractualcashflows.Thebusinessmodelisbasedonmanagement’sintentions
and past pattern of transactions. Financial assets with embedded derivatives are considered in their entirety when
determining whether their cash flows are solely payment of principal and interest.
The Company reclassifies financial assets when and only when its business model for managing those assets changes.
Financial assets are classified into three categories
i. Financial assets at amortised cost:
Financialassetshavingcontractualtermsthatgiveriseonspecifieddatestocashflowsthataresolelypaymentsofprincipalandinterestontheprincipaloutstandingandthatareheldwithinabusinessmodelwhose
objectiveistoholdsuchassetsinordertocollectsuchcontractualcashflowsareclassifiedinthiscategory.Subsequently,thesearemeasuredatamortisedcostusingtheeffectiveinterestmethodlessanyimpairment
losses.
Theeffectiveinterestmethodisamethodofcalculatingtheamortisedcostofafinancialinstrumentandofallocatinginterestincomeorexpenseovertherelevantperiod.Theeffectiveinterestrateistheratethat
exactly discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period.
ii. Financial assets at fair value through other comprehensive income (FVTOCI)
(a) Equity investments at fair value through other comprehensive income (FVTOCI) (Equity instruments) other than Investment in subsidiary, associate, Joint venture and common control:
These include financial assets that are equity instruments and are designated as such upon initial recognition irrevocably.
Subsequently, these are measured at fair value and changes therein are recognised directly in other comprehensive income (OCI), net of applicable income taxes.
Dividends from these equity investments are recognised in the statement of Profit and Loss when the right to receive payment has been established.
When the equity investment is derecognised, the cumulative gain or loss in equity is transferred to retained earnings.
(b) Financial assets at fair value through other comprehensive income (FVTOCI) (Debt instruments):
Financialassetshavingcontractualtermsthatgiveriseonspecifieddates,tocashflowsthataresolelypaymentsofprincipalandinterestontheprincipaloutstandingandthatareheldwithinabusinessmodelwhose
objective is to hold such assets in order to collect such contractual cash flows as well as to sell the financial asset, are classified in this category.
Subsequently,thesearemeasuredatfairvalue,withunrealisedgainsorlossesbeingrecognisedinothercomprehensiveincomeapartfromanyexpectedcreditlossesorforeignexchangegainsorlosses,whichare
recognised in profit or loss.
iii. Financial assets measured at fair value (FVTPL)
Financial assets are measured at fair value through profit and loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial
recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in profit and loss.
341Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
(IV) Financial liabilities and equity instruments
Classification as debt or equity
FinancialliabilitiesandequityinstrumentsissuedbytheCompanyareclassifiedaccordingtothesubstanceofthecontractualarrangementsenteredintoandthedefinitionsofafinancialliabilityandanequity
instrument.
Equity instruments
AnequityinstrumentisanycontractthatevidencesresidualinterestsintheassetsoftheCompanyafterdeductingallofitsliabilities.EquityinstrumentsissuedbytheCompanyarerecordedattheproceedsreceived,
net of direct issue costs.
Financial Liabilities
FinancialliabilitiesareclassifiedasmeasuredatamortisedcostorFVTPL.AfinancialliabilityisclassifiedasatFVTPLifitisclassifiedasheld-for-trading,itisaderivativeoritisdesignatedassuchoninitial
recognition.Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,are recognised in profit or loss.
Tradeandotherpayablesareinitiallymeasuredatfairvalue,netoftransactioncosts,andaresubsequentlymeasuredatamortisedcost,usingtheeffectiveinterestratemethodwherethetimevalueofmoneyis
significant.Interestbearingbankloans,overdraftsandissueddebtareinitiallymeasuredatfairvalueandaresubsequentlymeasuredatamortisedcostusingtheeffectiveinterestratemethod.Anydifferencebetween
the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement of profit and loss.
Financialguaranteecontracts:Theseareinitiallymeasuredattheirfairvaluesand,aresubsequentlymeasuredatthehigheroftheamountoflossallowancedeterminedortheamountinitiallyrecognisedless,the
cumulative amount of income recognised.
Otherfinancialliabilities:Thesearemeasuredsubsequentlymeasuredatamortisedcostusingtheeffectiveinterestmethod.Interestexpenseandforeignexchangegainsandlossesarerecognisedinprofitorloss.
Any gain or loss on derecognition is also recognised in profit or loss.
(V) Determination of fair value:
Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsatthemeasurementdate,regardlessofwhetherthatpriceisdirectly
observable or estimated using another valuation technique.
The fair value of a financial instrument on initial recognition is normally the transaction price (fair value of the consideration given or received).
Inestimatingthefairvalueofanassetorliability,theCompanytakesintoaccountthecharacteristicsoftheassetorliabilityifmarketparticipantswouldtakethosecharacteristicsintoaccountwhenpricingtheasset
or liability at the measurement date.
Subsequenttoinitialrecognition,theCompanydeterminesthefairvalueoffinancialinstrumentsthatarequotedinactivemarketsusingthequotedbidprices(financialassetsheld)orquotedaskprices(financial
liabilities held) and using valuation techniques for other instruments. Valuation techniques include discounted cash flow method and other valuation methods.
(VI) Derecognition of financial assets and financial liabilities:
De-recognition of financial assets
TheCompanyde-recognisesafinancialassetonlywhenthecontractualrightstothecashflowsfromtheassetexpire,orittransfersthefinancialassetandsubstantiallyallrisksandrewardsofownershipoftheassetto
another entity.
IftheCompanyneithertransfersnorretainssubstantiallyalltherisksandrewardsofownershipandcontinuestocontrolthetransferredasset,theCompanyrecognisesitsretainedinterestintheassetsandan
associatedliabilityforamountsitmayhavetopay.IftheCompanyretainssubstantiallyalltherisksandrewardsofownershipofatransferredfinancialasset,theCompanycontinuestorecognisethefinancialassetand
alsorecognizesacollateralisedborrowingfortheproceedsreceived.Onde-recognitionofaFinancialAsset(exceptforFinancialAssetsmeasuredatFVTOCI),thedifferencebetweenthecarryingamountandthe
consideration received is recognized in the Statement of Profit and Loss.
De-recognition of financial liabilities
TheCompanyde-recognisesfinancialliabilitieswhen,andonlywhen,theCompany’sobligationsaredischarged,cancelledortheyexpire.Thedifferencesbetweenthecarryingamountofthefinancialliability
derecognized and the consideration paid is recognized in the Statement of Profit and Loss.
(VII) Impairment of financial assets:
The Company recognizes impairment on financial assets measured at amortized cost using the Expected Credit Loss (ECL) model in accordance with Ind AS 109 Financial Instruments.
At each reporting date, the Company assesses whether the credit risk on a financial instrument has increased significantly since initial recognition.
Wheretherehasnotbeenasignificantincreaseincreditrisk,theCompanyrecognizesalossallowancebasedon12-monthexpectedcreditlosses.Theserepresenttheportionoflifetimeexpectedcreditlossesthat
result from default events that are possible within 12 months after the reporting date.
Wheretherehasbeenasignificantincreaseincreditrisksinceinitialrecognition,theCompanyrecognizesalossallowancebasedonlifetimeexpectedcreditlosses,representingtheexpectedcreditlossesresulting
from all possible default events over the expected life of the financial instrument.
ECLimpairmentlossallowance(orreversal)recognizedduringtheyearisrecognizedasincome/expenseintheRestatedStatementofProfitandLoss.InRestatedStatementofAssetsandLiabilitiesECLforfinancial
assetsmeasuredatamortizedcostispresentedasanallowance,i.e.asanintegralpartofthemeasurementofthoseassetsintheRestatedStatementofAssetsandLiabilities.Theallowancereducesthenetcarrying
amount. Until the asset meets write off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
Inassessingwhethercreditriskhasincreasedsignificantly,theCompanyconsidersreasonableandsupportableinformation,includinghistoricalexperience,currentconditions,andforward-lookinginformationthatis
available without undue cost or effort.
342Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
(VIII) Derivative financial instruments and hedge accounting
TheCompanyentersintoforwardcontractsandprincipalandinterestswapcontractstohedgeitsrisksassociatedwithforeigncurrencyandvariableinterestratefluctuationsrelatedtoexistingfinancialassetsand
liabilities, certain firm commitments and forecasted transactions. These derivative contracts are being considered as cash flow hedge.
The use of hedging instruments is governed by the Company’s policies approved by the Board of Directors. The Company does not use these contracts for trading or speculative purposes.
Todesignateaforwardcontract/swapcontractasaneffectivehedge,managementobjectivelyevaluatesandevidenceswithappropriatesupportingdocumentsattheinceptionofeachcontractwhetherthecontractis
effectiveinoffsettingcashflowsattributabletothehedgedrisk.Derivativesareinitiallyaccountedforandmeasuredatfairvaluefromthedatethederivativecontractisenteredintoandaresubsequentlyre-measured
to their fair value at the end of each reporting period.
TheCompanyadoptshedgeaccountingforforwardandinterestratecontractswhereverpossible.Attheinceptionofeachhedge,thereisaformal,documenteddesignationofthehedgingrelationship.This
documentationincludes,interalia,itemssuchasidentificationofthehedgeditemortransactionandthenatureoftheriskbeinghedged.Atinceptioneachhedgeisexpectedtobehighlyeffectiveinachievinganoffset
of changes in fair value or cash flows attributable to the hedged
risk.Theeffectivenessofhedgeinstrumentstoreducetheriskassociatedwiththeexposurebeinghedgedisassessedandmeasuredattheinceptionandonanongoingbasis.Theineffectiveportionofdesignated
hedges is recognised immediately in the statement of profit and loss. The effective portion is recognized in Other Comprehensive Income.
When hedge accounting is applied:
•forfairvaluehedgesofrecognisedassetsandliabilities,changesinfairvalueofthehedgedassetsandliabilitiesattributabletotheriskbeinghedged,arerecognisedinthestatementofprofitandlossand
compensate for the effective portion of symmetrical changes in the fair value of the derivatives.
• for cash flow hedges, the effective portion of the change in the fair value of the derivative is recognised directly in equity and the ineffective portion is taken to the
statementofprofitandloss.Ifthecashflowhedgeofafirmcommitmentorforecastedtransactionresultsintherecognitionofanon-financialassetorliability,then,atthetimetheassetorliabilityisrecognised,the
associatedgainsorlossesonthederivativethathadpreviouslybeenrecognisedinequityareincludedintheinitialmeasurementoftheassetorliability.Forhedgesthatdonotresultintherecognitionofanon-
financial asset or a liability, amounts deferred in equity are recognised in the statement of profit and loss in the same period in which the hedged item affects the statement of profit and loss.
In cases where hedge accounting is not applied, changes in the fair value of derivatives are recognised in the statement of profit and loss as and when they arise.
Hedgeaccountingisdiscontinuedwhenthehedginginstrumentexpiresorissold,terminated,orexercised,ornolongerqualifiesforhedgeaccounting.Atthattime,anycumulativegainorlossonthehedging
instrumentrecognizedinequityisretainedinequityuntiltheforecastedtransactionoccurs.Ifahedgedtransactionisnolongerexpectedtooccur,thenetcumulativegainorlossrecognisedinequityistransferredto
the statement of profit and loss for the period.
h Cash and bank balances
Cash and bank balances consist of:
(i)Cashandcashequivalents-whichincludescashinhand,depositsheldatcallwithbanksandothershorttermdepositswhicharereadilyconvertibleintoknownamountsofcash,aresubjecttoaninsignificantrisk
of change in value and have maturities of less than three months from the date of such deposits. These balances with banks are unrestricted for withdrawal and usage.
(ii) Other bank balances - which includes balances and deposits with banks that are restricted for withdrawal and usage.
i Leases
The Company has adopted Ind AS 116 “Leases” and applied the standard to all lease contracts.
Company as a lessee
TheCompany,asalessee,recognisesaRight-to-use(ROU)assetandaleaseliabilityforitsleasingarrangements,ifthecontractconveystherighttocontroltheuseofanidentifiedasset.Thecontractconveysthe
righttocontroltheuseofanidentifiedassetifitinvolvestheuseofanidentifiedassetandtheCompanyhassubstantiallyalloftheeconomicbenefitsfromuseoftheassetandhasrighttodirecttheuseofthe
identified asset. The cost of the Right-to-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial
directcostsincurred.TheRight-to-useassetsissubsequentlymeasuredatcostlessanyaccumulateddepreciation,accumulatedimpairmentlosses,ifanyandadjustedforanyremeasurementoftheleaseliability.The
right-of use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of Right-to-use asset.
TheCompanymeasurestheleaseliabilityatthepresentvalueoftheleasepaymentsthatarenotpaidatthecommencementdateofthelease.Theleasepaymentsarediscountedusingtheinterestrateimplicitinthe
lease,ifthatratecanbereadilydetermined.Ifthatratecannotbereadilydetermined,theCompanyusesincrementalborrowingrate.Forshort-termandlowvalueleases,theCompanyrecognisestheleasepaymentsas
anoperatingexpenseonastraight-linebasisovertheleaseterm.Whentheleaseliabilityisremeasuredduetochangeincontractterms,acorrespondingchangeismadetothecarryingamountofRight-to-useasset,or
is recorded in the profit and loss account if the carrying amount of Right-to-use asset is reduced to zero.
Company as Lessor
LeasesforwhichtheCompanyisthelessorareclassifiedaseitherfinanceleasesoroperatingleases.Aleaseisclassifiedasafinanceleasewhensubstantiallyalltherisksandrewardsincidentaltoownershipofthe
underlying asset are transferred to the lessee. All other leases are classified as operating leases.
Forassetsgivenonoperatinglease,leaserentalincomeisrecognizedintheStatementofProfitandLossonastraight-linebasisovertheleasetermunlessthereceiptsarestructuredtoincreaseinlinewithexpected
general inflation to compensate for the expected inflationary cost increases. The underlying asset is presented under Property, Plant and Equipment or Investment Property as applicable.
Forassetsgivenonfinancelease,amountsduefromlesseesarerecognisedasreceivablesattheamountoftheCompany’snetinvestmentintheleases.Financeincomeisallocatedtoaccountingperiodssoastoreflect
a constant periodic rate of return on the Company’s net investment outstanding in respect of the leases.
343Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
j Inventories
Thecostofrawmaterialincludespurchaseprice,dutiesandtaxes(otherthanthosesubsequentlyrecoverablefromtaxingauthorities),freightinward,andotherexpenditurenecessarytobringtheinventoriestotheir
present location and condition.
Thecostoffinishedgoodscomprisesdirectmaterialandlabourexpensesalongwithanappropriateportionofproductionoverheadsincurredinbringingtheinventorytoitspresentlocationandcondition.Fixed
productionoverheadsareallocatedbasedonthenormalcapacityoftheproductionfacilities.Thenetrealisablevalueoffinishedgoodsistheestimatedsellingpriceintheordinarycourseofbusiness,lessestimated
costs of completion and costs necessary to make the sale.
Costs incurred on long term construction contracts representing general purpose item of inventories are disclosed as contract work in progress net of provision for loss.
Rawmaterialsandstoresandsparesarevaluedatlowerofcostornetrealizablevalue(NRV).However,materialsandotheritemsheldforuseintheproductionofinventoriesarenotwrittendownbelowcostifthe
finished products in which they will be incorporated are expected to be sold at or above cost. Cost of raw materials and stores and spares is determined on Fist in first Out (FIFO) basis.
Finished Goods is valued at the cost or NRV whichever is lower. The comparison of cost and net realisable value is made on an item-by-item basis.
Scrap/By Produst is valued at net relisable value.
The valuation for inventories is as follows;
Classification Valuation Policy
Finished Goods At lower of cost or net realizable value.
Raw Material At cost or net realizable value (if FG valued at realizable value)
WIP At Cost
Consumables At Cost
Plant & equipment At Cost
k Employee Benefits
The Company’s obligation towards various employee benefits have been recognized as follows:
Short term benefits
Employeebenefitspayablewhollywithintwelvemonthsofreceivingemployeesservicesareclassifiedasshort-termemployeebenefits.Thesebenefitsincludesalariesandwages,bonusandexgratia.Theundiscounted
amountofshort-termemployeebenefitstobepaidinexchangeforemployeeservicesisrecognizedasanexpenseastherelatedserviceisrenderedbyemployees.Thecompanyrecognizesaliability&expensefor
bonuses. The company recognizes a provision where contractually obliged
or where there is a past practice that has created a constructive obligation.
Post-employment benefit plans
Defined Contribution Plans
TheCompanypaysprovidentfundcontributions,superannuation fund and pension Schemetopubliclyadministeredfundsasperlocalregulations.TheCompanyhasnofurtherpaymentobligationsoncethe
contributionshavebeenpaid.Thecontributionsareaccountedforasdefinedcontributionplansandthecontributionsarerecognizedasemployeebenefitexpensewhentheyaredue.Prepaidcontributionsare
recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.
Defined benefit plans
Recognition and measurement of defined benefit plans:
Fordefinedbenefitschemesi.e.gratuity,superannuationandpost-retirementmedicalbenefitschemes,thecostofprovidingbenefitsisdeterminedusingtheProjectedUnitCreditMethod,withactuarialvaluation
being carried out at each balance sheet date.
Re-measurementgainsandlossesofthenetdefinedbenefitliability/(asset)arerecognizedimmediatelyinothercomprehensiveincome.Suchre-measurementsarenotre-classifiedtotheStatementofProfit&Lossin
thesubsequentperiod.Theservicecostandnetinterestonthenetdefinedbenefitliability/(asset)istreatedasanetexpensewithinemploymentcosts.Pastservicecostisrecognizedasanexpensewhentheplan
amendmentorcurtailmentoccursorwhenanyrelatedrestructuringcostsorterminationbenefitsarerecognized,whicheverisearlier.Thedefinedbenefitobligationrecognizedinthebalancesheetrepresentsthe
present value of the
defined-benefit obligation as reduced by the fair value of plan assets.
Other long-term employee benefits
Compensated absences
The staff avails the leave during the year, hence there is no case of any accumulation of leave at the end of the year for which any valuation of liability is required.
344Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
l Borrowing Cost
BorrowingcostsincludeinterestandothercostsincurredbytheCompanyinconnectionwiththeborrowingoffunds.Borrowingcoststhataredirectlyattributabletotheacquisition,construction,orproductionofa
qualifying asset are capitalised as part of the cost of that asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale.
Capitalisation of borrowing costs begins when the Company:
(a) incurs expenditure for the qualifying asset,
(b) incurs borrowing costs, and
(c) undertakes activities necessary to prepare the asset for its intended use or sale.
Capitalisationcontinuesuntilsubstantiallyallactivitiesnecessarytopreparethequalifyingassetforitsintendeduseorsalearecomplete.Whenpartsofaprojectarecompletedandcapableofbeingused
independently, capitalisation of borrowing costs for those parts ceases.
Borrowingcostseligibleforcapitalisationincludeinterestexpensecalculatedusingtheeffectiveinterestratemethod,amortisationofancillarycostsincurredinarrangingborrowings,andexchangedifferences
regarded as an adjustment to interest costs on foreign currency borrowings.
Wherespecificborrowingsareobtainedforthepurposeofacquiringorconstructingaqualifyingasset,theactualborrowingcostsincurredonsuchborrowingsarecapitalised.Forqualifyingassetsfinancedthrough
generalborrowings,thecapitalisationrateappliedistheweightedaverageoftheborrowingcostsapplicabletotheborrowingsoutstandingduringtheperiod,excludingborrowingsmadespecificallyforobtaining
qualifying assets.
AllotherborrowingcoststhatarenotdirectlyattributabletotheacquisitionorconstructionofaqualifyingassetarerecognisedasanexpenseintheStatementofProfitandLossintheperiodinwhichtheyare
incurred.
m Foreign currency transactions
Foreignexchangetransactionsarerecordedattheexchangerateprevailingonthedateofthetransaction.Year-endmonetaryassetsandliabilitiesdenominatedinforeigncurrenciesaretranslatedattheyear-end
exchangerates.Non-monetaryitemsmeasuredintermsofhistoricalcostinaforeigncurrencyaretranslatedusingtheexchangerateatthedateofthetransaction.Non-monetaryitemsmeasuredatfairvalueand
denominated in a foreign currency are translated using the exchange rate prevailing on the date when the fair value was determined.
ExchangedifferencesarisingonsettlementortranslationofmonetaryitemsarerecognizedintheStatementofProfitandLoss.Thegainorlossarisingontranslationofnon-monetaryitemsmeasuredatfairvalueis
treatedconsistentlywiththerecognitionofthegainorlossonthechangeinfairvalueoftheitem(i.e.,translationdifferencesonitemswhosefairvaluechangesarerecognizedinOtherComprehensiveIncomeorin
the Statement of Profit and Loss are also recognized in OCI or in profit and loss, respectively).
Forwardexchangecontractsenteredintotohedgetheforeigncurrencyriskofanexistingassetorliabilityareaccountedforasfollows:thepremiumordiscountarisingattheinceptionoftheforwardcontractis
amortizedandrecognizedasincomeorexpenseoverthelifeofthecontract.ExchangedifferencesonsuchcontractsarerecognizedintheStatementofProfitandLossintheperiodinwhichexchangerateschange.
Any profit or loss arising on cancellation or renewal of such forward contracts is also recognized in the Statement of Profit and Loss.
n Taxation
Taxexpensefortheyearcomprisescurrenttaxanddeferredtax.Currenttaxisbasedonthetaxableprofitfortheyear.TaxableprofitdiffersfromtheprofitreportedintheStatementofProfitandLossbecauseit
excludesitemsofincomeorexpensethataretaxableordeductibleinotheryearsanditemsthatarenevertaxableordeductible.TheCompany’sliabilityforcurrenttaxiscalculatedusingtaxratesandtaxlawsthat
have been enacted or substantively enacted by the end of the reporting period.
Deferredtaxisthetaxexpectedtobepayableorrecoverableondifferencesbetweenthecarryingvaluesofassetsandliabilitiesintheconsolidatedfinancialstatementsandthecorrespondingtaxbasesusedin
computingtaxableprofit,andisaccountedforusingtheliabilitymethod.Deferredtaxassetsarerecognizedonlytotheextentthatitisprobablethatfuturetaxableprofitswillbeavailableagainstwhichthetemporary
differencescanbeutilized.Thecarryingvalueofdeferredtaxassetsisreviewedattheendofeachreportingperiodandreducedtotheextentthatitisnolongerprobablethatsufficienttaxableprofitswillbeavailable
to allow all or part of the asset to be recovered.
Deferredtaxismeasuredatthetaxratesthatareexpectedtoapplyintheperiodwhentheliabilityissettledortheassetisrealized,basedonthetaxratesandtaxlawsenactedorsubstantivelyenactedbytheendof
thereportingperiod.ThemeasurementofdeferredtaxassetsandliabilitiesreflectsthetaxconsequencesthatwouldfollowfromthemannerinwhichtheCompanyexpects,atthereportingdate,torecoverorsettle
the carrying amount of its assets and liabilities.
Deferredtaxassetsandliabilitiesareoffsetwhentheyrelatetoincometaxesleviedbythesametaxauthority,theCompanyhaslegallyenforceablerightstosetoffcurrenttaxassetsagainstcurrenttaxliabilities,and
the Company intends to settle the balances on a net basis.
CurrentanddeferredtaxarerecognizedasincomeorexpenseintheStatementofProfitandLoss,exceptwhentheyrelatetoitemsrecognizedinOtherComprehensiveIncomeordirectlyinequity,inwhichcasethe
tax is also recognized in Other Comprehensive Income or directly in equity, respectively.
MinimumAlternateTax:MinimumAlternateTax(MAT)creditisrecognizedasanassetonlywhenandtotheextentthereisconvincingevidencethattheCompanywillpaynormalincometaxduringthespecified
period.IntheyearinwhichMATcreditbecomeseligibletoberecognizedasanassetinaccordancewiththerecommendationcontainedintheGuidanceNoteon“AccountingforCreditAvailableinrespectof
MinimumAlternativeTaxunderTheIncome TaxAct,1961”issuedbytheInstituteofCharteredAccountantsofIndia,thesaidassetiscreatedbywayofacredittotheProfitandLossAccountandshownasMAT
CreditEntitlement.TheCompanyreviewsthesameateachBalanceSheetdateandwritesdownthecarryingamountofMATCreditEntitlementtotheextentthereisnolongerconvincingevidencetotheeffectthat
Company will pay normal income tax during the specified period.
345Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Summary Statement of Material Accounting Policies and Other Explanatory Notes to Consolidated Restated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
o Earnings Per Shares
Basicearningspersharehasbeencomputedbydividingnetincomebytheweightedaveragenumberofsharesoutstandingduringtheyear.Partlypaidupsharesareincludedasfullypaidequivalentsaccordingtothe
fraction paid up.
Dilutedearningspershareiscalculatedbyadjustingthenetprofitorlossattributabletoequityshareholdersandtheweightedaveragenumberofequitysharesoutstandingfortheeffectsofalldilutivepotentialequity
shares.Potentialequitysharesareconsidereddilutiveonlyiftheirconversionwoulddecreaseearningspershareorincreaselosspersharefromcontinuingoperations.Dilutivepotentialequitysharesaredeemedto
have been converted at the beginning of the period, or from the date of their issue, where applicable.
Thedilutiveeffectofpotentialequitysharesisdeterminedonthebasisoftheproceedsthatwouldbereceiveduponconversionandthefairvalueoftheequityshares.Potentialequitysharesthatareanti-dilutiveare
excluded from the computation of diluted earnings per share.
p Provisions, Contingent liabilities and Contingent assets
Aprovisionisrecognizedwhenthereisapresentobligation(legalorconstructive)asaresultofapasteventthatwillprobablyrequireanoutflowofresourcesandareliableestimatecanbemadeoftheamountofthe
obligation.Iftheeffectofthetimevalueofmoneyismaterial,provisionsarediscountedtotheirpresentvalueusingacurrentpre-taxratethatreflectscurrentmarketassessmentsofthetimevalueofmoneyandthe
risksspecifictotheobligation.Whendiscountingisused,theunwindingofthediscountisrecognizedasafinancecost.Eachprovisionisbasedonthebestestimateoftheexpenditurerequiredtosettlethepresent
obligation at the balance sheet date.
Contingentliabilitiesaredisclosedwhenthereisapossibleobligationarisingfrompastevents,theexistenceofwhichwillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormoreuncertainfuture
eventsnotwhollywithinthecontroloftheCompany,orwhenthereisapresentobligationarisingfrompasteventsbutitisnotprobablethatanoutflowofresourceswillberequiredtosettletheobligation,orthe
amount cannot be reliably estimated. When the possibility of an outflow of resources is remote, neither a provision nor a disclosure is made.
Contingent assets are neither recognized nor disclosed in the financial statements.
Provisions, contingent liabilities, and contingent assets are reviewed at each balance sheet date.
q Segment accounting
TheCompanyhasappliedIndAS108“OperatingSegments”foridentifyingandreportingoperatingsegments.OperatingsegmentsaredefinedascomponentsoftheCompanythatengageinbusinessactivitiesfrom
whichtheymayearnrevenuesandincurexpenses,whoseoperatingresultsareregularlyreviewedbytheChiefOperatingDecisionMaker(CODM)toallocateresourcesandassessperformance,andforwhichdiscrete
financial information is available.
TheCompany’ssegmentresultsarereportedinamannerconsistentwiththeinternalreportingprovidedtotheCODM.Theaccountingpoliciesusedinthepreparationofthefinancialstatementsareapplied
consistently in determining segment results, segment assets, and segment liabilities. Items that are not directly identifiable with any particular operating segment are allocated on a reasonable basis.
InlinewiththeprovisionsofIndAS108-OperatingSegmentsandonthebasisofreviewofoperationsbeingdonebythecompanyoperatesprimarilyintheindustrialgassectorandreportsrevenueandfinancial
performance based on the following product segments:
(a)SupplyofCarbondioxide:ManufactureofCarbondioxideinliquid&solid(dryice)formusedinbeveragecarbonation,foodprocessing&preservation,chemicalmanufacturing,coldchainlogisticsandindustrial
applications.
(b) Supply of Ethanol & DDGS : Manufacturing of ethanol which is used in blending with petrol and DDGS used in cattle feed.
(c) Project engineering Design engineering supply installation and commissioning of CO2 plants (CCUS) & other related products
r Government Grants
GovernmentgrantsarerecognisedwhenthereisreasonableassurancethattheCompanywillcomplywiththeconditionsattachedtothemandthatthegrantswillbereceived.Governmentgrantsareclassifiedaseither
grants related to income or grants related to assets, depending on the nature of the grant.
GrantsrelatedtoincomearerecognisedintheStatementofProfitandLossonasystematicbasisovertheperiodsinwhichtherelatedcosts,forwhichthegrantsareintendedtocompensate,arerecognised.Such
grants are presented either as a credit in the Statement of Profit and Loss or deducted from the related expense, consistent with the nature of the grant.
Governmentgrantsreceivedfortheacquisition,construction,orproductionofproperty,plantandequipment aredeductedfromthecarryingamountoftherelatedasset.Thegrantreducesthedepreciableamountof
the asset, and the benefit is recognised in profit or loss over the useful life of the asset through lower depreciation charges.
Non-monetary government grants, such as land or other resources given at concessional rates, are recorded at their fair value or at a nominal value where fair value cannot be reliably determined.
Governmentloansatbelow-marketratesofinterestaretreatedasgovernmentgrants.Thebenefitoftheinterestratedifferenceismeasuredasthedifferencebetweentheinitialcarryingamountoftheloandetermined
using the market rate of interest and the proceeds received. This benefit is accounted for in accordance with the nature of the grant—either related to income or related to assets.
Governmentgrantsthatbecomerepayablearerecognisedasaliabilityandtherepaymentisappliedfirstagainstanyunamortiseddeferredincomebalance,withtheremainderrecognisedintheStatementofProfitand
Loss.
s Cash Flow Statements
Cash flows are reported using the indirect method, whereby profit/(loss) before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
t Forward Contracts
The Company enters into foreign exchange forward contracts to manage its exposure to fluctuations in foreign currency exchange rates arising from its underlying transactions.
Forward contracts are classified as derivative financial instruments and are initially recognised at fair value on the date on which the contract is entered into. As the fair value of forward contracts at inception is
generally nil, no amount is recognised at the time of entering into the contract.
Subsequently, forward contracts are re-measured at fair value at each reporting date. The fair value is determined using appropriate valuation techniques, such as discounted cash flow models, based on observable
market inputs including forward exchange rates and interest rate yield curves.
The Company does not apply hedge accounting for its forward contracts. Accordingly, all changes in the fair value of forward contracts are recognised immediately in the Statement of Profit and Loss under “Other
income” or “Other expenses”, as applicable.
Derivative financial instruments with a positive fair value are presented as Derivative financial assets, while those with a negative fair value are presented as Derivative financial liabilities in the Balance Sheet under
Financial Assets and Financial Liabilities respectively.
346Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
4. PROPERTY, PLANT & EQUIPMENT AND OTHER INTANGIBLE ASSETS
Property, plant & equipments Other Intangible Assets
Particulars Land Building Cylinders IE nsle tac lt lr ai tc ia ol n Plant & Machinery Storage Tankers EL qa ub io pr mat eo nr ty s Office Equipments Computer Fu Frn ixit tu ur re e & CO2 Transport Tank Transport Vehicle Vehicles Total SoC fto wm ap ru e t (e Ir A ) Total
Gross Block
As on April 01, 2022 1,209.22 342.76 2 8.00 6.79 4,351.08 975.21 205.88 3 9.26 4 1.63 1 3.37 949.18 1,124.07 262.10 9 ,548.55 0 .17 0.17
Additions 15.99 0 .00 0.00 0.00 44.45 8 3.45 1 0.81 1 1.95 7.31 5.46 3 7.35 6 0.85 45.37 3 22.99 0 .10 0.10
Disposals (13.90) - ( 5.00) - (12.99) (21.93) (43.68) - ( 1.54) - (13.99) (7.49) (15.80) ( 136.32) - -
As at March 31, 2023 1 ,211.31 3 42.76 2 3.00 6 .79 4 ,382.54 1,036.73 1 73.01 5 1.21 4 7.40 1 8.83 9 72.54 1 ,177.43 2 91.67 9 ,735.22 0 .27 0 .27
Additions 59.70 763.64 0.41 0.36 13,389.09 6 0.13 0 .36 2 1.78 2 7.26 6.15 5 7.05 6 3.75 22.41 1 4,472.09 4 .59 4.59
Disposals - - ( 0.44) - - (72.55) - - - ( 0.06) (14.33) (8.52) (7.88) ( 103.78) - -
As at March 31, 2024 1 ,271.01 1,106.40 2 2.97 7 .15 1 7,771.63 1 ,024.31 1 73.37 7 2.99 7 4.66 2 4.92 1 ,015.26 1,232.66 3 06.20 2 4,103.53 4 .86 4 .86
Additions 5.03 8 .67 0.29 3.29 1,621.61 1 .73 106.24 2 1.83 1 6.10 9.64 1 8.85 3 4.09 29.74 1 ,877.11 2 .44 2.44
Disposals - - (21.51) - (63.38) (17.64) - - - - - (25.52) (14.33) ( 142.38) - -
As at March 31, 2025 1 ,276.04 1,115.07 1 .75 1 0.44 19,329.86 1 ,008.40 2 79.61 9 4.82 9 0.76 3 4.56 1 ,034.11 1,241.23 3 21.61 2 5,838.26 7 .30 7 .30
Additions - 604.10 0.37 2.20 386.02 3 3.94 1 9.75 1 5.82 7.25 6.24 139.26 242.14 99.99 1 ,557.08 1 .14 1.14
Disposals - - ( 0.29) 0.00 (9.59) (10.64) - - - - - - (13.51) ( 34.03) - -
As at September 30, 2025 1 ,276.04 1,719.17 1 .83 1 2.64 19,706.29 1 ,031.70 2 99.36 1 10.64 9 8.01 4 0.80 1 ,173.37 1,483.37 4 08.09 2 7,361.31 8 .44 8 .44
Accumulated Depreciation
As on April 01, 2022 0.00 113.16 2 8.00 3.06 2,392.49 706.60 162.38 3 1.00 3 7.21 9.49 377.43 815.75 223.26 4 ,899.83 0 .13 0.13
Charge for the period (0.00) 1 5.76 - 0.46 59.45 1 7.12 2 .47 4.63 3.31 1.21 1 4.82 9 1.14 13.88 2 24.25 0 .02 0.02
Revalued Amount (0.00) - - 0.73 115.68 - 1 3.42 - - - 2 8.14 - - 1 57.97 - -
Disposals 0.00 - ( 5.00) - (10.28) (7.02) (40.47) - ( 1.46) - (3.91) (7.12) (15.01) ( 90.27) - -
As on March 31, 2023 0 .00 1 28.92 2 3.00 4 .25 2 ,557.34 7 16.70 1 37.80 3 5.63 3 9.06 1 0.70 4 16.48 8 99.77 2 22.13 5 ,191.78 0 .15 0 .15
Charge for the period (0.00) 2 0.99 0.39 0.44 191.87 1 9.69 4 .09 7.14 5.91 2.20 1 7.26 7 8.55 22.66 3 71.19 0 .13 0.13
Revalued Amount - - - 0.43 105.66 - 8 .00 - - - 2 5.11 - - 1 39.20 - -
Disposals - - ( 0.44) - - (68.92) - - - ( 0.00) (7.26) (7.36) (7.28) ( 91.26) - -
As at March 31, 2024 ( 0.00) 1 49.91 2 2.95 5 .12 2 ,854.87 6 67.47 1 49.89 4 2.77 4 4.97 1 2.90 4 51.59 9 70.96 2 37.51 5 ,610.91 0 .28 0 .28
Charge for the period - 3 2.37 0.15 0.30 565.00 1 1.51 8 .34 8.87 1 2.04 1.87 8 .96 4 0.10 11.14 7 00.64 1 .10 1.10
Revalued Amount - (0.00) - 0.17 57.81 - 0 .72 - - - 1 5.33 - (0.00) 7 4.03 - -
Disposals - (0.00) (21.51) - (17.64) (5.87) - - - - - (23.60) (13.62) ( 82.24) - -
As at March 31, 2025 ( 0.00) 1 82.28 1 .59 5 .59 3 ,460.04 6 73.11 1 58.95 5 1.64 5 7.00 1 4.77 4 75.88 9 87.46 2 35.03 6 ,303.34 1 .38 1 .38
Charge for the period - 2 1.65 0.34 0.30 296.99 5 .83 6 .51 6.08 7.63 1.17 5 .88 2 6.69 9.72 3 88.79 0 .72 0.72
Revalued Amount - 0 .00 - 0.09 28.68 - 0 .36 - - - 7 .67 - - 3 6.80 - -
Disposals - - ( 0.29) - (0.10) (9.40) - - - - - - (12.84) ( 22.63) - -
As at September 30, 2025 ( 0.00) 2 03.93 1 .64 5 .98 3 ,785.61 6 69.54 1 65.82 5 7.72 6 4.63 1 5.94 4 89.42 1 ,014.15 2 31.91 6 ,706.30 2 .10 2 .10
Net book value
As on March 31, 2023 1 ,211.31 2 13.84 0 .00 2 .54 1 ,825.20 3 20.03 3 5.21 1 5.58 8 .34 8 .13 5 56.06 2 77.66 6 9.54 4 ,543.44 0 .12 0 .12
As at March 31, 2024 1 ,271.01 9 56.49 0 .02 2 .03 14,916.76 3 56.84 2 3.48 3 0.22 2 9.69 1 2.02 5 63.67 2 61.70 6 8.69 1 8,492.62 4 .58 4 .58
As at March 31, 2025 1 ,276.04 9 32.79 0 .16 4 .85 15,869.82 3 35.29 1 20.66 4 3.18 3 3.76 1 9.79 5 58.23 2 53.77 8 6.58 1 9,534.92 5 .92 5 .92
As at September 30, 2025 1 ,276.04 1,515.24 0 .19 6 .66 1 5,920.68 3 62.16 1 33.54 5 2.92 3 3.38 2 4.86 6 83.94 4 69.22 1 76.18 2 0,655.01 6 .34 6 .34
NOTE:
1. The Company has elected Ind AS 101 exemption to continue with the carrying value under previous GAAP for all of its Property, Plant and Equipment and other intangible assets as its deemed cost on the date of transition to Ind AS except for Freehold hald, Plant & Machinery (including Electrical installation, laboratory equipments) and CO2
Transport Tank which are valued at Fair Value. The fair valuation of all these assets mentioned was carried out by an independent registered valuer as at the transition date.
2. Assets pledged and hypothecated against borrowings. Refer Note no. 13(a) and 16(a)
347Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
6(a).RIGHT-TO-USE ASSETS
Particulars Amount
Gross Block
As on April 01, 2022 1.19
Additions 3.45
As at March 31, 2023 4 .64
Additions 1 4.02
As at March 31, 2024 1 8.66
Additions -
As at March 31, 2025 1 8.66
Additions 3 .98
As at September 30, 2025 2 2.64
Accumulated Depreciation
As on April 01, 2022 -
Charge for the period 0.75
As on March 31, 2023 0 .75
Charge for the period 1.90
As at March 31, 2024 2 .65
Charge for the period 2.01
As at March 31, 2025 4 .66
Charge for the period 1.34
As at September 30, 2025 6 .00
Net book value
As on March 31, 2023 3 .89
As at March 31, 2024 1 6.01
As at March 31, 2025 1 4.00
As at September 30, 2025 1 6.64
Note:
(a)TheCompany,asalessee,hastakencertainimmovablepropertiesonleaseformanufacturingfacility.Exceptforshort-termleases,theleasesarerecognisedasRight-to-
use assets with corresponding lease liabilities in the Restated Statement of Assets and Liabilities. Right-to-use assets are presented separately.
6(b).LEASE LIABILITIES
(b) Lease payments, not included in measurement of liability
TheCompanyhaselectednottorecognisealeaseliabilityforshorttermleases(leaseswithanexpectedtermof12monthsorless).Theexpenserelatingtopaymentsnot
included in the measurement of the lease liability is as follows:
As at
Particulars September 30, March 31, March 31, March 31,
April 1, 2022
2025 2025 2024 2023
Short-term leases 50.52 165.58 7 4.21 4 4.16 46.29
50.52 1 65.58 74.21 44.16 4 6.29
348Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
(c)
Total undiscounted future lease payments relating to underlying leases are as follows :
More than 5
Particulars Within 1 year 1-2 years 2-5 years Total
years
As at 31st March 2023
Lease Payments 0.75 0.54 1 .11 1 .48 3.88
0.75 0.54 1 .11 1 .48 3.88
As at 31st March 2024
Lease Payments 0.73 0.80 3 .90 1 1.55 16.98
0.73 0.80 3 .90 1 1.55 16.98
As at 31st March 2025
Lease Payments 0.80 1.00 4 .98 9 .47 16.25
0.80 1.00 4 .98 9 .47 16.25
As at 30th September 2025
Lease Payments 1.98 2.23 6 .27 8 .01 18.49
1.98 2.23 6 .27 8 .01 18.49
(d) Amount recognised in the Restated Statement of Assets and Liabilities:
The Restated Statement of Assets and Liabilities shows the following amount relating to leases:
As at
Particulars September 30, March 31, March 31, March 31,
April 1, 2022
2025 2025 2024 2023
Right-to-use assets
Land & Building 16.64 14.00 1 6.01 3 .89 1.19
TOTAL: 16.64 14.00 1 6.01 3 .89 1.19
(e) Amount recognised in the Restated Statement of Assets and Liabilities:
As at
Particulars September 30, March 31, March 31, March 31,
April 1, 2022
2025 2025 2024 2023
Lease Liabilities
Balance of lease Liability at the beginning of the year 16.25 16.98 3 .88 1 .19 1.19
Add: Additions during the year 3.98 - 1 4.02 3 .45
Add: Interest on lease liabilities 0.94 1.72 1 .40 0 .26 -
Less: Lease payments (2.68) (2.45) (2.32) ( 1.02) -
Balance of lease Liability at the end of the year 18.49 16.25 1 6.98 3 .88 1.19
Current portion of lease liabilities 1.98 0.80 0 .73 0 .75 0.45
Non-current portion of lease liabilities 16.51 15.45 1 6.25 3 .13 0.74
TOTAL: 18.49 16.25 1 6.98 3 .88 1.19
(f) Amount recognised in the Restated Statement of Profit and Loss (including other comprehensive income):
As at
Particulars September 30, March 31, March 31, March 31,
April 1, 2022
2025 2025 2024 2023
Interest expense (included in finance costs) 0.94 1.72 1 .40 0 .26 -
Expense relating to short term leases (included in other expenses) 50.52 165.58 7 4.21 4 4.16 46.29
Depreciation expense 1.34 2.01 1 .90 0 .75 -
TOTAL: 52.80 169.31 7 7.51 4 5.17 46.29
349Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
5. CAPITAL WORK IN PROGRESS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Opening work in progress 5 29.26 437.41 4,788.10 61.69 61.69
Additions 3 48.19 529.26 437.41 4 ,726.41 -
Capitalized during the year ( 529.26) (437.41) (4,788.10) - -
Closing work in progress 3 48.19 529.26 437.41 4 ,788.10 61.69
Note:
1Borrowing Cost Capitilised in accordance with Ind AS 23 "Borrowing Cost" is as follows :
Class of Asset September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Capital Work in Progress
Plant & Machinery - - 423.20 102.78 13.27
2Borrowing costs have been capitalized based on actual costs incurred on specific borrowings attributable to the qualifying asset.
Capital Work in progress (CWIP) Ageing
Amount in CWIP for a period Total
As at September 30, 2025
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 3 48.19 - - - 348.19
Projects temporarily suspended - - - - -
Total: 3 48.19 - - - 348.19
Capital Work in progress (CWIP) Ageing
Amount in CWIP for a period Total
As at March 31, 2025
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 5 29.26 - - - 529.26
Projects temporarily suspended - - - - -
Total: 5 29.26 - - - 529.26
Capital Work in progress (CWIP) Ageing
Amount in CWIP for a period Total
As at March 31, 2024
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 4 37.41 - - - 437.41
Projects temporarily suspended - - - - -
Total: 4 37.41 - - - 437.41
350Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Capital Work in progress (CWIP) Ageing
Amount in CWIP for a period Total
As at March 31, 2023
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 4 ,787.48 0.62 - - 4,788.10
Projects temporarily suspended - - - - -
Total: 4 ,787.48 0.62 - - 4,788.10
7. FINANCIAL ASSETS
7(a). INVESTMENTS
Particulars No of Unit As at
September 30, March 31, March 31,
March 31, 2025
2025 2024 2023 September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
(a) Investments in Mutual Funds
-
Non-Current, quoted, measured at FVTPL (A) 3 56.94 292.56 47.53 14.25 1.02
SBI MultiCap Fund Regular Plan - Growth 4,14,417.69 3,43,293.01 2,16,657.24 1,17,015.82 6 9.79 54.03 29.53 11.76 1.02
SBI Innovative Opportunities Fund - Regular Growth 73,826.81 4 2,039.21 - - 7.11 3.67 - -
3439 Business Cycle Fund Growth 8,04,600.94 7,79,706.29 50,832.35 14,628.23 1 97.93 173.87 10.59 1.98
1191 Bluechip Fund Growth 4,937.94 2 ,191.03 2,191.03 7 53.77 5.42 2.26 2.11 0.51
1233 Banking & Financial Plan- Growth 20,478.55 1 3,696.11 4,942.66 - 2 6.94 16.79 5.30 -
2556 Equity Savings Fund Cummulative 1,92,205.67 1,92,205.67 - - 4 3.65 41.94 - -
15 Multi- Asset Fund - Growth 397.63 - - - 3.08 - - -
3251 India Opportunities Fund Growth 8,512.53 - - - 3.02 - - -
(b ) Investment in Gold -
Non-Current, quoted, measured at FVTPL (B) -
Investment in Gold 7 9.32 61.74 46.44 40.76 -
TOTAL (A+B): 4 36.26 354.30 93.97 55.01 1.02
Aggregate amount of quoted investments 436.26 354.30 93.97 55.01 1.02
Aggregate market value of quoted investments 436.26 354.30 93.97 55.01 1.02
Aggregate carrying value of unquoted investments - - - - -
Aggregate cost of unquoted investments - - - - -
(Refer Note 50 for Disclosure as per IndAS 109 for Financial Instrument Valuation Category and Fair Value Hierarchy)
351Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
7(b). OTHER FINANCIAL ASSETS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Fixed Deposits:
Bank Deposit with maturity remaining more than 12 months* 7 30.54 826.29 136.99 55.24 5.39
Others :
Security Deposit 1 47.10 158.93 145.26 1 11.89 102.70
TOTAL: 8 77.64 985.22 282.25 1 67.13 108.09
Note :
* Rs. 156.96 Lakhs worth Fixed deposits are under lien against bank guarantees and Rs. 1.31 lakhs against credit limits.
8. OTHER NON-CURRENT ASSETS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Capital advances
Advance for Property, Plant and Equipment 1 90.69 225.56 386.91 1 ,307.19 59.12
Advances other than capital advances- Unsecured
Prepaid Expenses 1 2.45 11.44 8.65 10.38 7.65
Earnest money 7.12 7.17 6.15 7.28 8.76
TOTAL: 2 10.26 244.17 401.71 1 ,324.85 75.53
9. INVENTORIES*
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Finished goods 1 46.94 713.23 919.32 24.45 27.95
Project Engineering Stock 1 39.33 133.47 173.31 22.06 110.42
Raw Material 1 ,673.01 967.78 414.13 - -
Consumables & Stores spares 1 55.81 83.07 344.55 2.70 23.47
TOTAL: 2 ,115.09 1,897.55 1,851.31 49.21 161.84
*Valued at lower of cost or net realisable value
*Inventory is pledged against Cash Credit limit. Refer note no 16(a)
352Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
10. FINANCIAL ASSETS
10(a). TRADE RECEIVABLES
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Unsecured, considered good * 4 ,307.43 5,021.39 3,549.36 1 ,960.77 1,187.02
Credit Impaired 1 55.68 127.13 76.94 67.84 83.53
Total 4 ,463.11 5,148.52 3,626.30 2 ,028.61 1,270.55
Less :Allowance for Expected Credit Loss ( 155.68) (127.13) (76.94) (67.84) (83.53)
TOTAL: 4 ,307.43 5,021.39 3,549.36 1 ,960.77 1,187.02
1. Refer note no. 34 for trade receivables from related parties.
2. Trade Recievables are hypothecated against secured borrowings. Refer Note no 16(a)
Movements in allowance for credit losses of receivables is as below:
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Opening balance 1 27.13 76.94 67.84 83.52 -
Add: Allowance made during the year 2 8.55 50.19 9.10 83.52
Less: Write back during the year - - - (15.68) -
Closing balance 1 55.68 127.13 76.94 67.84 83.52
Trade receivables Ageing Schedule
Outstanding for following periods from due date of payments
As at September 30, 2025 Unbilled Not Due Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years Total
Undisputed Trade receivables-considered good 2,952.07 1 ,054.01 114.44 186.90 0.00 0.00 4,307.43
Undisputed Trade receivables-which have significant increase in credit risk - - - - - -
Undisputed Trade receivables-credit impaired - 11.66 16.18 48.86 28.14 50.85 155.68
Disputed Trade receivables-considered good
Disputed Trade receivables-which have significant increase in credit risk
Disputed Trade receivables-credit impaired
- 2 ,952.07 1 ,065.67 1 30.62 235.76 28.14 50.85 4,463.11
Less: provision for expected credit losses - -11.66 -16.18 -48.86 -28.14 -50.85 -155.68
Total - 2 ,952.07 1 ,054.01 1 14.44 186.90 0.00 0.00 4,307.43
353Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Trade receivables Ageing Schedule
Outstanding for following periods from due date of payments
As at March 31, 2025 Unbilled Not Due Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years Total
Undisputed Trade receivables-considered good 3 ,908.69 7 63.51 1 67.73 181.46 - - 5,021.39
Undisputed Trade receivables-which have significant increase in credit risk
Undisputed Trade receivables-credit impaired - 4 .88 1 9.31 46.65 31.30 24.99 127.13
Disputed Trade receivables-considered good - - - - - -
Disputed Trade receivables-which have significant increase in credit risk - - - - - -
Disputed Trade receivables-credit impaired - - - - - -
- 3 ,908.69 7 68.39 1 87.04 228.11 31.30 24.99 5,148.52
Less: provision for expected credit losses - -4.88 -19.31 -46.65 -31.30 -24.99 -127.13
Total 3 ,908.69 7 63.51 1 67.73 181.46 - - 5,021.39
Trade receivables Ageing Schedule
Outstanding for following periods from due date of payments
As at March 31, 2024 Unbilled Not Due Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years Total
Undisputed Trade receivables-considered good 2 ,667.97 7 45.01 8 7.93 48.45 - - 0.00 3,549.36
Undisputed Trade receivables-which have significant increase in credit risk - - - - -
Undisputed Trade receivables-credit impaired - 8 .22 1 4.26 12.71 11.97 29.79 76.94
Disputed Trade receivables-considered good - - - - - -
Disputed Trade receivables-which have significant increase in credit risk - - - - - -
Disputed Trade receivables-credit impaired - - - - - -
- 2 ,667.97 7 53.23 1 02.19 61.15 11.97 29.79 3,626.31
Less: provision for expected credit losses - -8.22 -14.26 -12.71 -11.97 -29.79 -76.94
Total 2 ,667.97 7 45.01 8 7.93 48.45 - - 0.00 3,549.36
Trade receivables Ageing Schedule
Outstanding for following periods from due date of payments
As at March 31, 2023 Unbilled Not Due Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years Total
Undisputed Trade receivables-considered good 1,493.57 3 57.39 84.68 25.12 - -0.00 1,960.77
Undisputed Trade receivables-which have significant increase in credit risk - - - - -
Undisputed Trade receivables-credit impaired - 3 .58 1 2.54 6.21 8.45 37.07 67.84
Disputed Trade receivables-considered good - - - - - -
Disputed Trade receivables-which have significant increase in credit risk - - - - - -
Disputed Trade receivables-credit impaired - - - - - -
- 1 ,493.57 3 60.97 9 7.22 31.33 8.45 37.07 2,028.61
Less: provision for expected credit losses - -3.58 -12.54 -6.21 -8.45 -37.07 -67.84
Total 1 ,493.57 3 57.39 8 4.68 25.12 - - 0.00 1,960.77
354Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
10(b). CASH AND CASH EQUIVALENTS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Cash on hand 3 9.64 55.41 27.79 64.78 157.72
Balances with banks
In Current Account and Cheques, drafts on hand 4 60.55 12.99 93.17 4.69 15.72
TOTAL: 5 00.19 68.40 120.96 69.47 173.44
10(c). BANK BALANCES OTHER THAN (II) ABOVE
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Fixed Deposits
Fixed deposit with Bank 7 30.98 826.97 144.76 95.43 77.56
Less: Deposits reclassified to other non current assets ( 730.54) (826.29) (136.99) (55.24) (5.39)
TOTAL: 0.44 0.68 7.77 40.19 72.17
10(d). DERIVATIVE FINANCIAL ASSETS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Derivatives:
Forward Contract 2 3.71 - - - -
2 3.71 - - - -
*In accordance with Ind AS 109, all derivative instruments are measured at fair value through profit or loss. The fair value is determined using appropriate valuation techniques. Any gain or loss arising on re-measurement is recognised in the
Statement of Profit and Loss.
10(e). LOANS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Loans given to:
Loan to Related Party* 6 99.25 887.27 755.20 4 72.64 217.29
Loan to employees 8 0.64 75.36 70.43 63.82 50.08
7 79.89 962.63 825.63 5 36.46 267.37
*Corporate loans & advances to Punjab Oxygen Private Limited
355Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
10(f). OTHER FINANCIAL ASSETS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Interest Subvention Receivable 3 67.60 128.51 123.81 - -
Interest accrued but not received 1.59 15.64 0.93 0.62 0.36
Insurance Premium refundable - - - - 0.75
TOTAL: 3 69.19 144.15 124.74 0.62 1.11
11. OTHER CURRENT ASSETS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Considered good – Unsecured
Prepaid expenses 7 2.20 122.46 71.45 47.39 38.40
Advance to Employees 1 9.25 17.70 8.18 3.98 5.21
Advance to Suppliers 5 22.04 456.38 345.23 1 77.70 178.34
Balance with government authorities 1 45.54 914.81 2,108.60 7 44.04 86.56
Toll Tax Wallet Balance 3.93 1.30 1.14 1.41 0.78
Imprest 0.66 - 1.27 1.68 0.18
Prepaid foreign contract premium 7.95 - - - -
Security receivable 1 51.05 - - - -
TOTAL: 9 22.62 1,512.65 2,535.87 9 76.20 309.47
356Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
12. EQUITY SHARE CAPITAL
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Authorized Share Capital:
400000 Equity Shares( Prv. Yr. 400000) of Rs.100 each 400.00 400.00 400.00 4 00.00 400.00
Issued, Subscribed and Paid-up Share Capital:
208734 Equity Shares(Prv. Yr. 208734) of Rs.100 each fully paid 208.73 208.73 208.73 2 08.73 208.73
TOTAL: 208.73 208.73 208.73 2 08.73 208.73
(a) Reconciliation of the Equity shares outstanding at the beginning and at the end of the reporting year
Particulars No. of shares Amount No. of shares Amount
As at April 1, 2022 2,08,734 208.73 2 ,08,734 208.73
Add: Issued during the period - - - -
Less: Shares bought back during the period - - - -
As at March 31, 2023 2,08,734 208.73 2 ,08,734 208.73
Add: Issued during the period - - - -
Less: Shares bought back during the period - - - -
As at March 31, 2024 2,08,734 208.73 2 ,08,734 208.73
Add: Issued during the period - - - -
Less: Shares bought back during the period - - - -
As at March 31, 2025 2,08,734 208.73 2 ,08,734 208.73
Add: Issued during the period - - - -
Less: Shares bought back during the period - - - -
As at September 30, 2025 2,08,734 208.73 2 ,08,734 208.73
b) Rights/preferences/restrictions attached to equity shares
Equity Shares: The Company has one class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except
in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(c) Over the period of five years immediately preceding March 31, 2025, neither any bonus shares were issued nor any shares were allotted for consideration other than cash. Further, no shares were brought back during the said period.
(d) Details of shareholders holding more than 5% of the equity shares in the Company
As at
Particulars
September 30, 2025 In(%) March 31, 2025 In(%) March 31, 2024 In(%) March 31, 2023 In(%)
1Amrit Paul Singh Kohli 7 2,921 34.93% 7 2,921 34.93% 7 2,921 34.93% 7 2,921 34.93%
2Davinder Singh Kohli 8 2,173 39.37% 8 2,173 39.37% 8 2,173 39.37% 8 2,173 39.37%
3Inder Pal Kaur Kohli 1 8,886 9.05% 1 8,886 9.05% 1 8,886 9.05% 1 8,886 9.05%
(e) Shareholding of Promoter
Disclosure of shareholding of promoters as at September 30, 2025 is as follows:
As at September 30, 2025 As at March 31, 2025 % change during the
Particulars
No. of shares held % of total shares No. of shares held % of total shares year
1Amrit Paul Singh Kohli 72,921 34.93% 72,921 34.93% 0.00%
2Davinder Singh Kohli 82,173 39.37% 82,173 39.37% 0.00%
3Inder Pal Kaur Kohli 18,886 9.05% 18,886 9.05% 0.00%
4Jatinder Kaur Kohli 9,457 4.53% 9,457 4.53% 0.00%
357Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Disclosure of shareholding of promoters as at March 31, 2025 is as follows:
As at March 31, 2025 As at March 31, 2024 % change during the
Particulars
No. of shares held % of total shares No. of shares held % of total shares year
1Amrit Paul Singh Kohli 72,921 34.93% 72,921 34.93% 0.00%
2Davinder Singh Kohli 82,173 39.37% 82,173 39.37% 0.00%
3Inder Pal Kaur Kohli 18,886 9.05% 18,886 9.05% 0.00%
4Jatinder Kaur Kohli 9,457 4.53% 9,457 4.53% 0.00%
Disclosure of shareholding of promoters as at March 31, 2024 is as follows:
As at March 31, 2024 As at March 31, 2023
% change during the
Particulars
No. of shares held % of total shares No. of shares held % of total shares year
1Amrit Paul Singh Kohli 72,921 34.93% 72,921 34.93% 0.00%
2Davinder Singh Kohli 82,173 39.37% 82,173 39.37% 0.00%
3Inder Pal Kaur Kohli 18,886 9.05% 18,886 9.05% 0.00%
4Jatinder Kaur Kohli 9,457 4.53% 9,457 4.53% 0.00%
Disclosure of shareholding of promoters as at March 31, 2023 is as follows:
As at March 31, 2023 As at April 1, 2022 % change during the
Particulars
No. of shares held % of total shares No. of shares held % of total shares year
1Amrit Paul Singh Kohli 72,921 34.93% 72,921 34.93% 0.00%
2Davinder Singh Kohli 82,173 39.37% 82,173 39.37% 0.00%
3Inder Pal Kaur Kohli 18,886 9.05% 18,886 9.05% 0.00%
4Jatinder Kaur Kohli 9,457 4.53% 9,457 4.53% 0.00%
Subsequent to the reporting period ending September 30, 2025, the Company, pursuant to the resolutions passed by our Board of Directors and Shareholders dated 27.01.2026 and 31.01.2026, the equity share capital of the Company has undergone restructuring. Initially, 208,734 equity shares of face value
₹100 each were subdivided into equity shares of face value ₹10 each. Subsequently, the Company issued bonus shares in the ratio of 10:1, resulting in a corresponding increase in the total number of issued, subscribed, and paid-up equity shares of the Company.
12(a). OTHER EQUITY
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
(i) Retained Earnings / surplus
Balance at the beginning 2,753.39 1,645.37 919.28 225.94 449.22
Add:- Profit for the year as per Statement of Profit & Loss 1,855.65 2,343.93 722.72 736.40 (246.19)
Add:- Intercompany sale of fixed asset 8.72 - - -
Add: Acquisition of Control based subsidiary 1.38 (1,251.01) - - -
Add:- Change in Accounting estimates - - - - (34.85)
Add:- Deferred Tax Impact on transition - - - - 43.79
Add:- Other Comprehensive Income (net of taxes) 7.49 6.38 3.37 (43.06) 13.97
4,617.91 2,753.39 1,645.37 919.28 225.94
Less:- Dividend & tax paid - - - - -
Balance at the end 4,617.91 2,753.39 1,645.37 919.28 225.94
(ii) Revaluation Reserve
Balance at the beginning 1,700.76 1,775.72 1,886.81 2,018.07 -
Add:- Revaluation During the year - - - - 2,434.35
Less:-Revalued Assets (net of taxes) (27.53) (74.96) ( 111.09) ( 131.26) ( 416.28)
Balance at the end 1,673.23 1,700.76 1,775.72 1,886.81 2,018.07
(iii) Security premium
Balance at the beginning 87.23 87.23 87.23 87.23 87.23
Add: Additions during the year - - - - -
Balance at the end 87.23 87.23 87.23 87.23 87.23
TOTAL: 6,378.37 4,541.38 3,508.32 2,893.32 2,331.24
358Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Notes :
(a) Retained earnings : These comprises of Company's undistributed earnings after taxes. It also includes remeasurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to profit and loss.
(b) Revalution Reserve :Gains/losses arising on the revaluation of the Company's owned properties. On disposal of the asset, the balance of the revaluation reserve is
(c) Security Premium : The amount received in excess of face value of the equity shares is recognised in Securities premium.
12(b). NON-CONTROLLING INTEREST
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Share in Share Capital
Opening Balance 1,220.15 830.15 346.15 83.90 83.90
Addition/(Delition) 0.00 390.00 484.00 262.25
Closing Balance 1,220.15 1,220.15 830.15 3 46.15 83.90
Share in Profit and Loss :
a) Accumulated Profit 180.66 (97.54) (9.47) (1.50) 0.00
bP)re Acq reserves on acquisition 0.00
b) Current year Profit Share 762.67 278.20 (88.07) (7.97) (1.50)
Closing Balance 943.33 180.66 (97.54) (9.47) (1.50)
TOTAL: 2,163.48 1,400.81 732.61 336.68 82.40
13. FINANCIAL LIABILITIES
13(a). BORROWINGS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
A. Term Loan
a. Secured Loans
From banks
- Non-current 8,753.83 9,582.99 10,415.95 5,726.58 784.18
Less: Unamortized anciliary borrowing cost (60.03) (70.19) (91.04) (94.40) -
- Current 1,855.19 1,508.43 1,664.42 3 73.95 360.65
b. Unsecured Loans
From banks
Unsecured_From Bank - Non-current 33.35 86.01 191.82 - -
- Current 107.53 105.81 91.23 - -
From NBFC
- Non-current 24.02 49.83 - 7 4.89 182.45
- Current 49.73 46.11 74.89 1 11.06 96.55
From Related Parties (refer note no. 34)
- Non-current 710.00 710.00 (0.00) 0.00 (0.00)
- Current - - - - -
Amount disclosed under the head “Short Term Borrowing" [Note 16 (a)] (2,012.45) (1,660.35) (1,830.54) (485.01) (457.20)
TOTAL: 9,461.17 10,358.64 10,516.73 5,707.07 966.63
359Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Sr No. Lender Security Sanction Amount As at September 30, 2025 Current maturity Rate of Interest Repayment/Modification in Terms
Hypothecation of Loan consists of 2 separate loans that will be repaid within the period of 60
1 Axis Bank 2 7.20 7 .61 6 .46 10%
Vehicle months with EMI ranging from 0.18 Lakhs to 0.40 Lakhs.
2 Axis Bank Unsecured Loan 3 0.00 1 4.98 1 0.99 15.25% Loan will be repaid within the period of 36 months with EMI 1.04 Lakhs.
3 HDFC Bank Security of CC Limits 9 6.47 4 9.80 3 3.19 8.55% Loan will be repaid within the period of 60 months with EMI 3.03 Lakhs.
4 HDFC Bank Unsecured Loan 5 0.00 2 4.86 1 6.62 14.25% Loan will be repaid within the period of 36 months with EMI 1.71 Lakhs.
5 HDFC Bank Mortgage of property 1 75.00 1 19.97 3 4.18 7.88% Loan will be repaid within the period of 60 months with EMI 3.65 Lakhs.
Hypothecation of Loan consists of 37 separate loans that will be repaid within the period of 39
6 HDFC Bank 1 ,122.57 7 91.86 2 53.77 Ranging from 6.75% to 9.35%
Vehicle months to 72 months with EMI ranging from 0.17 Lakhs to 3.42 Lakhs.
7 ICICI Bank Unsecured Loan 8 2.00 4 1.02 2 9.98 15.10% Loan will be repaid within the period of 36 months with EMI 2.85 Lakhs.
Hypothecation of Ranging from 10.50% to Loan consists of 5 separate loans that will be repaid within the period of 48
8 ICICI Bank 3 5.89 9 .23 9 .23
Vehicle 10.62% months to 60 months with EMI ranging from 0.09 Lakhs to 0.71 Lakhs.
Hypothecation of Ranging from 10.55% to Loan consists of 3 separate loans that will be repaid within the period of 48
9 Kotak Mahindra Bank 6 9.70 3 8.53 1 8.26
Vehicle 10.58% months with EMI ranging from 0.55 Lakhs to 0.65 Lakhs.
10 Kotak Mahindra Bank Unsecured Loan 6 0.00 2 2.53 2 2.53 15.00% Loan will be repaid within the period of 30 months with EMI 2.41 Lakhs.
Loan consists of 2 separate loans that will be repaid within the period of 84
11 SBI Bank Mortgage of property 1 1,265.00 9 ,519.60 1 ,475.57 9.20%
months with EMI ranging from 10.30 Lakhs to 86.67 Lakhs.
Hypothecation of
12 Mercedez benz financial services 7 8.25 7 2.42 2 4.52 7.99% Loan will be repaid within the period of 36 months with EMI 2.45 Lakhs.
Vehicle
13 YES Bank Unsecured Loan 7 5.00 3 7.49 2 7.41 15.00% Loan will be repaid within the period of 36 months with EMI 2.60 Lakhs.
14 NBFC- Aditya Birla Finance Limited Unsecured Loan 5 0.00 2 5.73 2 1.77 15.50% Loan will be repaid within the period of 30 months with EMI 2.02 Lakhs.
15 NBFC- Fed Bank Financial Services Ltd Unsecured Loan 3 0.05 1 7.52 1 0.58 15.00% Loan will be repaid within the period of 36 months with EMI 1.04 Lakhs.
16 NBFC- SMFG India Credit Co Ltd Unsecured Loan 5 0.00 3 0.50 1 7.39 14.99% Loan will be repaid within the period of 37 months with EMI 1.73 Lakhs.
360Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
13(b). OTHER FINANCIAL LIABILITIES
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Financial Liabilities carried at Amortised Cost
Payable for Property, Plant and Equipment (Including retention amount) - 499.20 984.51 - -
- 499.20 984.51 - -
14. PROVISIONS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Provision for employee benefits. (Refer Note 31)
- Gratuity 160.12 147.01 124.65 1 13.81 66.43
TOTAL: 160.12 147.01 124.65 1 13.81 66.43
15. DEFERRED TAX LIABILITY (NET)
As at b
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Deferred tax liabilities
Opening Balance (992.14) (596.33) ( 410.16) ( 416.30) ( 0.01)
Property, plant and equipments (193.83) (397.04) ( 183.32) 30.57 ( 416.28)
ROU & Lease Liabilities (0.20) - 0.00 ( 0.00) -
Revaluation of Mutual Fund (6.23) (0.17) ( 2.27) 0.01 ( 0.01)
Revaluation of Gold (4.42) (3.85) ( 1.43) ( 0.68) -
Unamortised Borowing Cost 2.56 5.25 0.85 ( 23.76) -
Derivative financial assets (5.97) - - - -
Prepaid Forward Contract Premium (2.00) - - - -
(1,202.23) (992.14) ( 596.33) ( 410.16) ( 416.30)
Defered Tax Assets
Opening Balance 507.82 107.43 156.51 140.45 125.23
Employee Benefits 3.84 7.10 8.56 19.90 ( 1.05)
Preliminary Expenses - - - - ( 2.32)
Property, plant and equipments - (26.08) ( 71.64) ( 1.43) ( 2.43)
ROU &Lease Liabilities 0.10 0.32 0.25 - -
Revaluation of Mutual Fund (0.16) 0.16 ( 0.06) 0.06 -
Derivative financial assets (11.07) 11.07 - - -
Allowance for bad and doubtful debts 7.19 12.63 2.29 ( 3.95) 21.02
Trade Payable MSE (9.57) 7.84 1.73 - -
Business Losses - 369.27 4.67 1.48 -
MSE Disallowance (23.20) 18.08 5.12 - -
474.95 507.82 107.43 156.51 140.45
DEFERRED TAX ASSETS/ (LIABILITIES) (NET): (727.28) (484.32) ( 488.90) ( 253.65) ( 275.83)
361Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
16. FINANCIAL LIABILITIES
16(a). BORROWINGS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
(A) Secured Loans repayable on demand
- From Bank (OD Against 100% FDR) 0.20 0.19 0.41 - 0.21
-Cash Credit 3,199.89 3,754.19 2,750.03 9 85.01 311.56
(B) Unsecured Loans repayable on demand
-Loans from related parties (refer note no.34) 800.50 939.62 840.20 4 43.72 384.57
-Loans from Others 184.70 184.70 168.28 1 20.31 213.85
(C) Current maturities of long-term borrowings
-From Bank (Secured) 1,855.19 1,508.43 1,664.42 3 73.95 360.65
-From Bank (Unsecured) 107.53 105.81 91.23 - -
-From NBFC (Unsecured) 49.73 46.11 74.89 1 11.06 96.55
TOTAL: 6,197.74 6,539.05 5,589.46 2 ,034.05 1,367.39
Particulars of Short term Borrowings:
(A)
1) (Rs. In lakhs)
Name of the Lender Fund based Limit Non Fund based Limit
Outstanding at Outstanding at
Sanction September 30, 2025 Sanction September 30, 2025
September 30,2025 September 30,2025
HDFC Bank Cash Credit 900.00 666.63 Bank Guarantee 200.00 -
HDFC Bank Cash Credit 475.00 403.91 Bank Guarantee 10.00 -
SBI Cash Credit 3,000.00 2,129.56 Bank Guarantee 1,000.00 356.13
SBI SLC 500.00 *-
TOTAL 4,875.00 3,200.10 1,210.00 356.13
*Account having debit balance as at 30.09.2025
2)Cash credit limit from banks carries interest rate carrying from 7.75% to 9.30% and is repayable on demand and SLC limit carries interest rate of 10.30% p.a.. These facilities are also secured by way of primary security against stock & books debts and collateral security of personal
guarantees and certain personal immovables properties of guarantors as follows :
1. EQM of Industirial plot & building at Sivian road, Bathinda Punjab Carbonic Ltd. Sale deed 3184 dated 03.08.1993 & tatima deed 3289 dt 11.08.1993 (Market Value -Rs 168.14 lacs).
2. Extension of EQM of residential building C-7 Civil Lines Bathinda owned by directors Sale deed 6695 dt 03.12.2001 and 6696 dt 03.12.2001. This property is already mortgaged in House loan of Davinder Singh kohli and Amrit Paul Singh Kohli (Market Value Rs 394.15 Lacs).
3. Extension of charge by way of EQM on residential building measuring 612 sq yards at D-5 Civil Lines Bathinda, ownded by directors Sale deed 3893 & 3894. This property is already mortgaged in the house loan in the name of Jatinder kaur Kohli, Inder pal kaur kohli and Amrit Paul
Singh Kohli (Market Value -Rs 388.08 lacs).
4. Extension of EQM of residential flat measuring 142.50 sq yards at second floor, Plot No D-38, Rajouri Garden, New Delhi Davinder Singh kohli and Amrit Paul Singh Kohli.(Market Value -Rs 499.10 lacs).
5. Extension of EQM of Commercial shop No. #342, Tower B, Spazedge Commercial Mall, Sector 47 Sohna Road, Gurgaon in the name of Punjab Fusion Pvt Ltd.(Market Value -Rs 77 lacs).
6. Extension of EQM of commercial land and building measuring 500 sq yards, F- 344, Phase V, Focal Point, Ludhiana, in the name of Kohli Gases. (Market Value -Rs 80.07 lacs).
7. EM of commecial property, land measuring 1275.50 Sq. Yards and building constructed thereon, bearing old M.C. No. 12756 and New No. MCB-24-07766 situated at G.T. Road, Near Kapsons Showroom, Azad Nagar, Bathinda standing in the name of Kohli Gases (Partners: Davinder
Singh Kohli and Amrit Paul Singh Kohli) (Market Value -Rs 22.72 Crs).
8. EM of Residential Plot, land measuring 592.00 Sq. Yards, bearing Khewat Khatouni no 4246122380 to 22397 as per jamabandi for the year 2017 -2018 within revenue limits of Patti Mehna, Bathinda situated at Shant Nagar, Bathinda in the name of lnder Pal Kaur Kohli W/o Amrit
Paul Singh Kohli purchased vide following Sale Deed No. 1717 dated 05.06.2015 (Market Value -Rs 2.46 Crs).
9. Lien on Bank Deposits amounting to INR 0.55 Crs
10. Pledge of Pancarbo Greenfuels Pvt Ltd. 1,14,01,170 shares of Rs10/- each.
362Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Personal Guarantee of directors:
a)Davinder Singh Kohli
b)Amrit Paul Singh Kohli
c)Jatinder Kaur Kohli
d)Inder Pal Kaur Kohli
Corporate Guarantee :
a)
Kohli Gases
3) Please refer note 46 for details of quarterly returns or statements of current assets filed by the Company with bank.
(B) Unsecured Loans repayable on demand
Name of Lender Rate of Interest
Amrit Paul Singh Kohli 10.00%
Amrit Paul Singh Kohli & Sons (HUF) 10.00%
Bavkaran Singh Kohli 10.00%
Davinder Singh Kohli 10.00%
Davinder Singh Kohli & Sons 10.00%
Gurkaran Singh Kohli 10.00%
Inder Pal Kaur Kohli 10.00%
Ishleen Kaur Kohli 10.00%
Janmeet Kaur Kohli 10.00%
Jasmine Kaur Kohli 10.00%
M/s. Jaswant Singh Sawinder Singh 0.00%
Jatinder Kaur Kohli 10.00%
Joginder Kaur 10.00%
Razmeet Kaur 10.00%
Swaranjit Singh 0.00%
Vivek Mittal Hotels Pvt Ltd 10.00%
Dolphin Udyog Limited 8%-12%
SM Corporate Services Private Limited 8%-12%
F1 Itech Associates Pvt. Ltd. 12.00%
363Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
16(b). TRADE PAYABLES
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Total outstanding dues of micro enterprises and small enterprises 466.61 258.08 34.98 2 9.61 44.66
Total outstanding dues of creditors other than micro enterprises and small enterprises -
-With Related Parties -With Related Parties 2.18 8.49 3.83 4.22 3.54
-Others 3,378.39 3,965.70 3,672.79 1,211.62 761.90
TOTAL: 3,847.18 4,232.27 3,711.60 1 ,245.45 810.10
Disclosures under Micro, Small and Medium Enterprises Act, 2006:
Disclosure of outstanding dues of micro and small enterprise under Trade Payables is based on the information available with the Company regarding the status of the suppliers as defined under the Micro, Small and Medium Enterprises Development Act, 2006. There is no undisputed amount overdue
during the year ended March 31, 2025 and March 31, 2024 to micro and small enterprises on account of principal or interest. Refer Note 40 for Details.
Trade payables Ageing Schedule
Outstanding for the following periods from the due date of payment
As at September 30, 2025 Total
Unbilled dues Not Due Less than 1 year 1-2 years 2-3 years More than 3 years
Total outstanding dues of MSE 352.83 109.59 3.33 0.86 - 466.61
Total outstanding dues of creditors other than MSE 2,720.40 556.21 74.67 4.59 24.70 3,380.57
Disputed dues of MSE
Disputed dues of creditors other than MSE
Provision for expenses
Total: - 3,073.23 665.80 78.00 5.45 24.70 3,847.18
Trade payables Ageing Schedule
Outstanding for the following periods from the due date of payment
As at March 31, 2025 Total
Unbilled dues Not Due Less than 1 year 1-2 years 2-3 years More than 3 years
Total outstanding dues of MSE 212.02 44.57 1.49 - - 258.08
Total outstanding dues of creditors other than MSE 3,441.76 481.91 25.72 0.28 24.52 3,974.19
Disputed dues of MSE - - - - - -
Disputed dues of creditors other than MSE - - - - - -
Provision for expenses - - - - - -
Total: - 3,653.78 526.48 27.21 0.28 24.52 4,232.27
Trade payables Ageing Schedule
Outstanding for the following periods from the due date of payment
As at March 31, 2024 Total
Unbilled dues Not Due Less than 1 year 1-2 years 2-3 years More than 3 years
Total outstanding dues of MSE 14.53 19.36 1.08 - - 34.98
Total outstanding dues of creditors other than MSE 2,071.47 1,544.41 22.50 27.94 10.30 3,676.62
Disputed dues of MSE - - - - - -
Disputed dues of creditors other than MSE - - - - - -
Provision for expenses - - - - - -
Total: - 2,086.00 1,563.77 23.58 27.94 10.30 3,711.60
Trade payables Ageing Schedule
Outstanding for the following periods from the due date of payment
As at March 31, 2023 Total
Unbilled dues Not Due Less than 1 year 1-2 years 2-3 years More than 3 years
Total outstanding dues of MSE 6.53 21.95 - - 1.13 29.61
Total outstanding dues of creditors other than MSE 982.12 173.35 34.73 11.80 13.84 1,215.84
Disputed dues of MSE - - - - - -
Disputed dues of creditors other than MSE - - - - - -
Provision for expenses - - - - - -
Total: - 988.65 195.30 34.73 11.80 14.97 1,245.45
364Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
16(c). DERIVATIVE FINANCIAL LIABILITIES
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Derivatives:
Forward Contract - 44.00 - - -
- 44.00 - - -
*In accordance with Ind AS 109, all derivative instruments are measured at fair value through profit or loss. The fair value is determined using appropriate valuation techniques. Any gain or loss arising on re-measurement is recognised in the Statement of Profit and Loss.
16(d). OTHER FINANCIAL LIABILITIES
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Financial Liabilities carried at Amortised Cost
Interest accrued and due on borrowings 183.56 170.75 128.78 8 5.36 29.05
Interest accrued but not due borrowings 7.42 7.87 9.72 6 .61 6.05
Employees Security - - - 1 1.10 12.60
Security Deposits against Tankers
-With Related Parties 3.10 3.10 3.10 3 .10 7.00
-With Others 307.94 307.41 328.51 3 49.99 313.67
Interest payable to MSE 23.69 20.04 15.57 1 5.15 9.11
Forward contract payable -
Salaries and wages payable 226.36 183.13 154.48 7 7.65 57.21
752.07 692.30 640.16 5 48.96 434.69
17. OTHER CURRENT LIABILITIES
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Revenue Received in Advance (HMEL Project) - - 15.73 2 23.41 -
Advance from Customers 424.96 898.80 817.31 1 79.30 417.07
Statutory Dues Payable 153.78 164.07 155.48 1 66.77 79.37
Expenses Payable 23.22 43.29 12.87 1 4.68 7.36
Payable for Property, Plant and Equipment 597.34 528.52 954.65 4 47.02 4.13
Imprest 0.50 - - - -
TOTAL: 1,199.80 1,634.68 1,956.04 1 ,031.18 507.93
18. PROVISIONS
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Provision for employee benefits (Refer Note 31)
-Provision for gratuity 77.07 74.92 66.56 4 5.89 14.19
Others:
Provision for CSR Expense 27.00 - 2.50 - -
TOTAL: 104.07 74.92 69.06 4 5.89 14.19
19. CURRENT TAX LIABILITIES (NET)
As at
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Provision for Income Tax 422.98 589.23 201.34 9 3.69 2.23
Less : Advance tax & tax deducted at source ( 72.58) (187.55) ( 4.91) (0.90) (0.20)
350.40 401.68 196.43 9 2.79 2.03
365Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
20. REVENUE FROM OPERATIONS
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Revenue from contracts with customers
- Sale of products (Refer Note No. (i) below) 2 6,311.36 45,394.95 1 1,184.95 9,230.28 7,621.44
- Revenue from Project Engineering (Refer Note No. (ii) below) 1 ,448.35 3,165.48 2 ,376.27 1,761.78 121.37
- Rendering of services (Refer Note No. (iii) below) 9.24 90.77 91.64 45.72 6.81
-Other Operating revenues (Refer Note No. (iv) below) 1 70.57 166.19 - - -
Total revenue from operations 2 7,939.52 48,817.39 1 3,652.86 11,037.78 7,749.62
Notes:
(i) Sale of products
-Manufactured Goods
Liquid Carbon Dioxide 5 ,067.56 10,535.07 8 ,695.29 8,314.19 6,763.50
Solid Carbon Dioxide 4 26.38 792.38 8 41.69 915.87 855.38
Ethanol 1 8,765.51 30,528.99 1 ,489.48 -
Distillers Dried Grains with Solubles 1 ,995.60 3,507.06 1 33.74 -
-Traded Goods
Liquid Carbon Dioxide 1 6.61 - 15.47 0.02 -
Solid Carbon Dioxide 3 9.70 31.45 9.28 0.20 -
Argon Gas - - - - 0.04
Sale Other - - 2.52
Total Sale of products 2 6,311.36 45,394.95 1 1,184.95 9,230.28 7,621.44
(ii) Revenue from Project Engineering 1 ,448.35 3,165.48 2 ,376.27 1,761.78 121.37
Total of revenue from Project Engineering 1 ,448.35 3,165.48 2 ,376.27 1,761.78 121.37
(iii) Rendering of services
Carriage 0.39 69.77 81.23 32.91 2.37
Tanker Rent 2.85 8.80 10.41 12.81 4.44
Leasing Or Renting of Machinery 6.00 12.20
Total Rendering of Services 9.24 90.77 91.64 45.72 6.81
-
(iv) Other operating revenue -
Income from Scrap & Other Sale 1 70.57 166.19
Total Other operating revenue 1 70.57 166.19 - - -
The following table shows timing of revenue recognition:
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Satisfied at a point in time 2 7,939.52 48,817.39 1 3,637.13 10,814.38 7,749.62
Satisfied over time - - 15.73 223.40 -
2 7,939.52 48,817.39 1 3,652.86 11,037.78 7,749.62
The following table provides information about receivables, contract asset and contract liabilities from contracts with customers:-
Receivable which are included in Trade and other receivables
Contract assets (including trade receivables) (refer note no.10(a)) 4 ,307.43 5,021.39 3 ,549.36 1,960.77 1,187.02
Contract liabilities - Advance from customers (refer note no. 17) 4 24.96 898.80 8 17.31 179.30 417.07
Contract liabilities - Excess of billing over revenue - - 15.73 223.41 -
21. OTHER INCOMES
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
a). Interest Income
Interest from Bank 10.27 25.01 3.79 6.03 0.70
Interest from Others 34.26 67.37 50.85 3 9.92 8.83
b). Other Non Operating Income
Discount & Rebates 13.45 66.02 2.53 2.78 1.14
Other Miscellaneous Income 1.34 34.52 4.26 1.05 -
Corporate Gurantees 0.62 - - - -
Income from sale of scrap - 0.07 4.40 - -
Profit on sale of Fixed assets 3 3.18 3.14 55.14 36.37 7.76
Insurance Claim 1 8.79 - - 0.85 6.73
Reversal for Expected Credit Loss 15.68
Foreign Exchange Fluctuation Gain 0.08 1.30 2.23 0.81 1.31
Fair value gain / (loss) on mutual fund investments & Gold 4 2.97 15.32 14.96 2.44 0.02
Net gain on fair valuation of forward exchange contracts 6 7.71 - - - -
TOTAL: 222.67 212.75 138.16 105.93 26.49
Note:
* Liabilities written off include forfeited securities and short or excess balances of suppliers not payable.
366Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
22. COST OF MATERIALS CONSUMED
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Raw Material Consumed
Consumption of Chemical
Opening Stock 223.06 143.70 -
Purchases 622.47 895.87 192.61
Less : Closing Stock (286.05) (223.06) (143.70)
5 59.48 816.51 48.91 - -
Consumption of Grain
Opening Stock 7 44.72 270.43 -
Purchases (Including Freight) 1 5,200.55 27,982.81 2 ,312.57
Less : Closing Stock (1,386.96) (744.72) ( 270.43)
1 4,558.31 27,508.52 2 ,042.14 - -
Consumption of Carbon Dioxide
Opening Stock - - - - -
Purchases (Including Freight) 1 ,766.47 3,337.81 3 ,429.61 3,320.85 2,816.59
Less : Closing Stock - - - - -
1 ,766.47 3,337.81 3 ,429.61 3,320.85 2,816.59
Component/Parts Consumed (Project Engineering)
Opening Stock 1 33.47 173.31 22.06 110.42 -
Purchases 1 ,203.68 2,188.76 1 ,785.89 1,217.12 180.66
Change in classification ( 0.16) 20.65 (5.96)
Less : Closing Stock ( 139.33) (133.47) ( 173.31) (22.06) (110.42)
1 ,197.66 2,249.25 1 ,634.64 1,299.52 70.24
TOTAL: 18,081.92 33,912.09 7,155.30 4,620.37 2,886.83
367Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
23.PURCHASES OF STOCK-IN-TRADE
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Liquid Carbon Dioxide 1 5.10 14.06 0.02 -
Solid Carbon Dioxide 3 6.09 28.59 8.44 0.18
Purchase Of Other Items - - - 0.27
TOTAL: 51.19 28.59 22.50 0.20 0.27
24. CHANGES IN INVENTORIES OF FINISHED GOODS,
STOCK-IN -TRADE
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Inventories at the beginning of the year
Finished Goods 713.23 9 19.32 24.45 2 7.95 19.11
Less : Inventories at the end of the year
Finished Goods ( 146.94) (713.23) ( 919.32) (24.45) (27.95)
Total (A)-(B) 566.29 206.09 (894.87) 3.50 (8.84)
25. EMPLOYEE BENEFIT EXPENSE
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Salaries & Directors' remunerations 1 ,264.87 2,272.98 1 ,371.96 1,071.63 727.66
Contribution to Provident Fund & Other Funds 2 2.41 41.57 31.73 30.25 30.46
Staff welfare expenses 3 3.01 61.79 23.95 19.00 15.81
TOTAL: 1,320.29 2,376.34 1,427.64 1,120.88 773.93
26. FINANCE COST
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Interest
Interest on Secured Loans 4 62.14 933.32 266.44 194.67 133.83
Interest on Unsecured Loans 7 1.99 101.59 30.63 44.78 28.74
Interest on Lease Liabilities 0.94 1.72 1.40 0.26 -
Other Borrowing Costs
Bank Processing Fees 9.83 17.50 0.00 0.00 0.00
Bill discounted charges 1 0.33
Bank Charges 1 8.44 57.78 11.94 11.90 6.50
TOTAL: 573.67 1,111.91 310.41 251.61 169.07
368Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
27. DEPRECIATION AND AMORTIZATION EXPENSE
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Depreciation on property, plant and equipment (refer note 4) 3 88.79 700.64 371.19 224.25 428.15
Depreciation on Right-to-use assets (refer note 6) 1.34 2.01 1.90 0.75 -
Amortization of intangible assets (refer note 4) 0.72 1.10 0.13 0.02 0.00
TOTAL: 390.85 703.75 373.22 225.03 428.15
28. OTHER EXPENSES
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Annual Maintenance charges 1.34 1.24 1.29 - -
Ash Handling Charges 3 4.44 87.60 8.00 - -
Consumption of Stores & Spares 4 2.34 129.53 57.33 63.31 45.34
Commission 3 1.51 206.35 0.50 - -
CSR expense 2 7.00 7.90 2.50 - -
Water Expenses 3 8.52 105.25 20.25 17.03 16.52
Repairs to Machinery 2 17.78 243.50 1 36.08 154.03 147.37
Travelling Expense 6 1.57 123.63 81.38 69.30 32.79
Bad Debts 0.69 7.48 3.05 8.13 0.89
Allowance for Expected Credit Loss 2 8.55 50.19 9.10 74.18
Packing Charges 4 0.24 72.27 19.84 33.26 20.58
Power & Fuel 1,711.61 3,008.66 1,540.85 1,316.86 1,369.39
Repairs to building 7.89 7.19 10.52 3.45 9.09
Insurance 4 6.30 87.96 49.03 45.93 43.62
Rates & taxes 5 32.01 290.81 2 36.37 243.28 158.24
Rent 5 0.52 165.58 74.21 44.16 46.29
Route Expenses 7 1.36 231.81 1 98.33 178.52 156.89
Freight Outward 8.76 207.30 10.68 28.99 12.24
Foreign Currency Fluctuation Charges 0.01 0.01 0.02 0.17 0.72
Oil & Lubricants 5 97.76 1,095.63 1 ,041.76 1,134.41 997.99
Professional Fees 3 0.63 112.26 35.62 27.75 23.01
Testing Expenses 1 4.26 18.26 13.00 15.60 13.50
Payment to the auditor
-Statutory auditor 3.88 7.75 7.75 6.50 5.85
-Statutory auditor Reimbursement 0.32 - - - -
Telephone expenses 3.83 4.33 1.63 1.33 -
Labour Loading & Unloading Expenses 1 58.07 236.32 9.97 - -
Repairs Others 2 48.76 544.31 4 17.59 412.52 401.62
Miscellaneous expenses 1 80.48 373.78 2 19.98 191.46 161.95
Net loss on fair valuation of forward exchange contracts - 44.00 - - -
Forward contract premium 4.42
TOTAL: 4,194.85 7,470.90 4,206.63 3,995.99 3,738.07
Payment to the auditor
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Statutory audit fee (including tax audit fee) 3.88 7.75 7.75 6.50 5.85
Statutory auditor Reimbursement 0.32 - - - -
TOTAL: 4.20 7.75 7.75 6.50 5.85
*For CSR expense refer note no 49
369Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
29. TAX EXPENSE
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
a) Income Tax expense
Current tax 1 14.84 589.23 279.07 165.42 12.15
Adjustment of tax relating to earlier periods - (1.87) 7.42 0.24 0.30
Deferred tax expenses 249.77 11.67 269.13 32.04 23.87
TOTAL: 364.61 599.03 555.62 197.70 36.32
b) Reconciliation of effective tax rate
Profit before exceptional items and taxes 2,983.13 3,220.47 1,190.19 926.13 (211.37)
Tax using Group's domestic tax rate (25.168%) 750.79 810.53 299.55 233.09 0.00
Tax on non-deductible expenses/(Additional expenses allowed for Tax Purpose)
(386.18) (211.49) 256.07 (35.39) 36.32
Tax expense/(credit) recognised in statement of profit and loss 364.61 599.03 555.62 197.70 36.32
Opening as at Closing as at
Movement during the year
March 31, 2025 September 30, 2025
Particulars Deferred Deferred Recognised Deferred Deferred
Recognised Recognised
Tax Asset Tax in Profit or Tax Asset Tax
in OCI in Revaluation reserve
Liabilities Loss Liabilities
Deferred tax assets/(liabilities) arising
Property, Plant and Equipment - (966.08) (203.09) - 9.26 - (1,159.91)
Right-to-use assets - (3.52) (0.66) - - - (4.19)
Fair valuation of financial instruments - (8.24) (10.81) - - - (19.06)
Unamortised Borrowing Cost - (17.67) 2.56 - - - (15.12)
Lease liabilities 4.09 - 0.56 - - 4.65 -
Provision for employee benefits 55.86 - 6.29 (2.45) - 59.70 -
Allowance for bad and doubtful debts 32.00 - 7.19 - - 39.18 -
Business Losses 375.43 - - - - 375.43 -
MSE disallowance 32.77 - (32.77) - - - -
Forward Contract 11.07 - (11.07) - - - -
Prepaid Forward Contract Premium - - (2.00) - - - (2.00)
Derivative financial assets - - (5.97) - - - (5.97)
Total Deferred Tax Assets/ 511.21 (995.51) (249.78) (2.45) 9.26 478.96 (1,206.24)
Opening as at Closing as at
Movement during the year
March 31, 2024 March 31, 2025
Particulars Deferred Deferred Recognised Deferred Deferred
Recognised Recognised
Tax Asset Tax in Profit or Tax Asset Tax
in OCI in Revaluation reserve
Liabilities Loss Liabilities
Deferred tax assets/(liabilities) arising
Property, Plant and Equipment - (542.96) (441.75) - 18.63 - (966.08)
Right-to-use assets - (4.03) 0.51 - - - (3.52)
Fair valuation of financial instruments - (4.38) (3.86) - - - (8.25)
Unamortised Borrowing Cost - (22.91) 5.25 - - - (17.68)
Lease liabilities 4.27 - (0.18) - - 4.09 -
Provision for employee benefits 48.75 - 9.48 (2.38) - 55.86 -
Allowance for bad and doubtful debts 19.36 - 12.63 - - 32.00 -
Business Losses 6.16 - 369.27 - - 375.43 -
MSE disallowance 6.85 - 25.91 - - 32.77 -
Forward Contract - - 11.07 - - 11.07 -
Total Deferred Tax Assets/ 85.40 (574.29) (11.67) (2.38) 18.63 511.21 (995.53)
Opening as at Closing as at
Movement during the year
March 31, 2023 March 31, 2024
Particulars Deferred Deferred Recognised Deferred Deferred
Recognised Recognised
Tax Asset Tax in Profit or Tax Asset Tax
in OCI in Revaluation reserve
Liabilities Loss Liabilities
Deferred tax assets/(liabilities) arising
Property, Plant and Equipment 23.84 (311.84) (290.00) - 35.04 - (542.96)
Right-to-use assets - (0.98) (3.05) - - - (4.03)
Fair valuation of financial instruments - (0.62) (3.76) - - - (4.38)
Unamortised Borrowing Cost - (23.76) 0.85 - - - (22.92)
Lease liabilities 0.98 - 3.30 - - 4.27 (0.00)
Provision for employee benefits 40.19 - 9.72 (1.16) - 48.75 -
Allowance for bad and doubtful debts 17.08 - 2.29 - - 19.36 -
Business Losses 1.48 - 4.67 - - 6.16 -
MSE disallowance - - 6.85 - - 6.85 -
Total Deferred Tax Assets/ 83.57 (337.20) (269.13) (1.16) 35.04 85.40 (574.30)
Opening as at Closing as at
Movement during the year
April 1, 2022 March 31, 2023
Particulars Deferred Deferred Recognised Deferred Deferred
Recognised Recognised
Tax Asset Tax in Profit or Tax Asset Tax
in OCI in Revaluation reserve
Liabilities Loss Liabilities
Deferred tax assets/(liabilities) arising
Property, Plant and Equipment - (317.14) (10.62) - 39.76 23.84 (311.84)
Right-to-use assets - (0.30) (0.68) - - - (0.98)
Fair valuation of financial instruments - (0.01) (0.61) - - - (0.62)
Unamortised Borrowing Cost - - (23.76) - - - (23.76)
Lease liabilities 0.30 - 0.68 - - 0.97 (0.00)
Provision for employee benefits 20.29 - 5.42 14.48 - 40.19 -
Allowance for bad and doubtful debts 21.02 - (3.95) - - 17.08 -
Business Losses - - 1.48 - - 1.48 -
MSE disallowance - - - - - - -
Total Deferred Tax Assets/ 41.61 (317.45) (32.04) 14.48 39.76 83.56 (337.21)
370Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
30. EARNING PER EQUITY SHARE
For the year ended
Particulars
September 30, 2025** March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Net profit after tax attributable to equity shareholders 1,855.65 2 ,343.93 722.72 7 36.40 (246.19)
Weighted average number of equity shares outstanding during the year (Nos.)*
2,29,60,740 2,29,60,740 2 ,29,60,740 2,29,60,740 2,29,60,740
Basic EPS (₹) (For continued operation) 8.08 10.21 3.15 3.21 (1.07)
Adjustment for calculation of diluted EPS on account of stock options 1,855.65 2 ,343.93 722.72 7 36.40 (246.19)
Weighted average number of equity shares for calculating diluted EPS (Nos.)* 2,29,60,740 2,29,60,740 2 ,29,60,740 2,29,60,740 2,29,60,740
Diluted EPS (₹) (For continued operation) 8.08 10.21 3.15 3.21 (1.07)
Nominal value per equity share (₹)* 1 0.00 10.00 10.00 10.00 10.00
Basic EPS (₹) (For discontinued operation) - - - - -
Diluted EPS (For discontinued operation) - - - - -
* Note
PursuanttotheresolutionspassedbyourBoardofDirectorsandShareholdersdated27.01.2026and31.01.2026,theequitysharecapitaloftheCompanyhasundergonerestructuring.Initially,208,734
equitysharesoffacevalue₹100eachweresubdividedintoequitysharesoffacevalue₹10each.Subsequently,theCompanyissuedbonussharesintheratioof10:1,resultinginacorrespondingincrease
in the total number of issued, subscribed, and paid-up equity shares of the Company.
The impact of above events has been considered as an adjusting event only for the purposes of calculation of earnings per equity share, in accordance with Ind AS 33 -Earnings Per Share.
** Earnings Per Share (EPS) has been calculated based on the financial results for a period of six months only. Accordingly, the EPS for the period is not directly comparable with EPS computed for a full
financial year.
371Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
31. DISCLOSURES RELATING TO EMPLOYEE BENEFITS
A) Defined Contribution Plans:
Contribution to Defined Contribution Plans recognised as an expense for the year are as under:
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Contribution to Provident Fund & Other Funds 22.41 4 1.57 31.73 3 0.25
TOTAL: 22.41 41.57 31.73 30.25
B) Defined Benefit Plans:
Disclosures relating to defined benefits plans are given below:
(a) Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. All permanent employees who are in continuous service for a period of 5 years are eligible for
gratuity. The amount of gratuity payable on retirement/ termination is the employee’s last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of
years of service.
(a) DEFINED BENEFITS GRATUITY
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(i) Changes in present value of defined benefit obligation
Present value of defined benefit obligation as at the beginning of the year 221.94 1 91.21 159.70 8 0.62
Interest cost 7.17 1 3.57 11.50 5 .46
Current service cost 17.82 3 5.83 24.62 1 6.91
Benefits paid 0.00 (9.22) 0.00 (0.83)
Actuarial (gain)/loss recognized during the year (9.74) (9.45) (4.61) 57.54
Present value of defined benefit obligation as at the end of the year 237.19 2 21.94 191.21 1 59.70
(ii) Amount recognised in the Standalone Balance Sheet
Present value of obligation as at end of the year 237.19 2 21.94 191.21 1 59.70
Fair value of plan assets as at end of the year - -
Net obligation as at end of the year 237.19 2 21.94 191.21 1 59.70
(iii) Net Defined Benefit cost for the year
(a) DEFINED BENEFITS GRATUITY
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(a) Amount recognized in statement of profit and loss is as under:
Current service cost 17.82 3 5.83 24.62 1 6.91
Interest cost 7.17 1 3.57 11.50 5 .46
Amount recognized in statement of profit and loss [Total (a)] 24.99 4 9.41 36.12 2 2.37
(b) Amount recognized in Other Comprehensive Income (OCI) as under:
Actuarial (Gain)/Loss on arising from Change in Demographic Assumption - - - -
Actuarial (Gain)/Loss on arising from Change in Financial Assumption (0.53) 5.32 8.51 (2.42)
Actuarial (Gain)/Loss on arising from Experience (9.21) (14.77) (13.12) 59.96
Actuarial (Gain)/ Loss for the year recognised in OCI [(Total (b)] (9.74) (9.45) (4.61) 57.54
Net Defined Benenift Cost in Total Comprehensive Income (a+b) 15.25 3 9.96 31.51 7 9.91
372Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
(iv) Present value of defined obligation as at the end of year
(a) DEFINED BENEFITS GRATUITY
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current 77.07 7 4.92 66.56 4 5.89
Non-Current 160.12 1 47.01 124.65 1 13.81
237.19 2 21.94 191.21 1 59.70
(v) For determination of the liability in respect of gratuity of the Company,the following actuarial assumptions were used:
(a) DEFINED BENEFITS GRATUITY
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Discount rate 6.40% 6.40% 7.10% 7.20%
Expected salary escalation rate 6.00% 6.00% 6.00% 4.00%
Mortality rate IALM 2012-14 IALM 2012-14 IALM 2012-14 IALM 2012-14
Retirement age 58 58 58 58
Withdrawal rates
Age
Up to 30 year 15.00% 15.00% 15.00% 15.00%
From 31 to 44 year 15.00% 15.00% 15.00% 15.00%
Above 44 year 15.00% 15.00% 15.00% 15.00%
(vi) Sensitivity Analysis of the defined benefit obligation.
a) Impact of the change in discount rate
(a) DEFINED BENEFITS GRATUITY
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Present value of obligation at the end of the period 237.19 2 21.94 191.21 1 59.70
a) Impact due to increase of 1.0% 226.79 2 12.67 184.12 1 54.21
b) Impact due to decrease of 1.0 % 249.05 2 32.45 199.04 1 65.68
b) Impact of the change in Salary
(a) DEFINED BENEFITS GRATUITY
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Present value of obligation at the end of the period 237.19 2 21.94 191.21 1 59.70
a) Impact due to increase of 1.0% 247.61 2 31.13 197.65 1 64.19
b) Impact due to decrease of 1.0 % 227.75 2 13.64 185.27 1 55.54
Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at
the end of the reporting period. The sensitivity analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses may not be representative
of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another.
373Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
(vii) The expected future cash flows in respect of gratuity as at September 30, 2025 and March 31, 2025 were as follows:
Maturity Profile of Defined Benefit Obligation:
(a) DEFINED BENEFITS GRATUITY
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
0 to 1 Year 79.49 7 7.30 68.88 4 7.51
1 to 2 Year 25.92 2 2.37 20.35 3 5.72
2 to 3 Year 30.44 2 2.13 19.33 1 6.32
3 to 4 Year 18.81 2 8.45 19.58 1 4.84
4 to 5 Year 28.40 2 7.12 26.03 1 4.75
5 Year onwards 183.65 1 54.65 119.76 9 0.40
Total expected payments 366.71 3 32.02 273.93 2 19.54
(viii) Gratuity is a defined benefit plan and entity is exposed to the Following Risks:
(a) Interest rate Risk : The plan exposes the company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and
will thus result in an increase in the value of the liability.
(b) Salary Risk : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in
future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.
(c) Liquidity Risk : This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash / cash equivalent to meet the
liabilities or holding of illiquid assets not being sold in time.
(d) Demographic Risk : The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to
be worse compared to the assumption.
(e) Regulatory Risk : Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in
regulations requiring higher gratuity payouts (e.g. increase in the maximum limit on gratuity of INR 20 lakhs)
374Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
32. SEGMENT REPORTING
Information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segment performance is based on product and services. Accordingly management of the
company has chosen to organise the segment based on its products and services as follows:
(a) Supply of Carbon dioxide
Manufacture of Carbon dioxide in liquid & solid (dry ice) form used in beverage carbonation, food processing & preservation, chemical manufacturing,cold chain logistics and industrial applications
(b) Supply of Ethanol & DDGS
Manufacturing of ethanol which is used in blending with petrol and DDGS used in cattle feed.
(c) Project engineering Design engineering supply installation and commissioning of CO2 plants & other related products
Segment revenue results assets and liabilities include the respective amounts that are directly attributable to or can be allocated on a reasonable basis to each of the segments. Revenue expenses assets andliabilities which
relate to the enterprise as a whole and are neither attributable to nor can be allocated on a reasonable basis to each of the segments have been disclosed as unallocable. The Company's financing and income taxes are
managed on a company level and are not allocated to operating segments. Inter-segment revenue has been recognised at cost.
(d) Others: Sale of scrap or other material and rendering of services
Information about business segment
Information about business segment
Six month Period ended September 30 2025 As at / Year ended March 31 2025 As at / Year ended March 31 2024 As at / Year ended March 31 2023
Particulars Carbon Dioxide Ethanol & DDGS Proj (e Cc Ot 2e n Pg lain ne te ) ring Others Total Carbon Dioxide Ethanol & DDGS Proj (e Cc Ot 2e n Pg lain ne te ) ring Others Total Carbon Dioxide Ethanol & DDGS Proj (e Cc Ot 2e n Pg lain ne te ) ring Others Total Carbon Dioxide Et Dha Dn Go Sl & Proj (e Cc Ot 2e n Pg lain ne te ) ring Others Total
A. Segment revenue
External revenue 5,550.26 2 0,761.11 1,448.35 179.81 27,939.52 11,358.90 3 4,036.05 3 ,165.48 256.96 48,817.39 9 ,561.73 1,623.22 2,376.27 9 1.64 13,652.86 9,230.28 - 1 ,761.78 45.72 11,037.78
• India 5,550.26 2 0,761.11 1,448.35 179.81 27,939.52 11,359.08 3 4,036.05 3 ,068.42 256.96 48,720.51 9 ,548.88 1,623.22 2,143.04 9 1.64 13,406.77 9,214.86 - 1 ,477.91 44.71 10,737.48
• Outside India - - - - - -0.18 - 97.06 - 9 6.87 12.85 - 233.23 - 2 46.08 1 5.42 - 2 83.87 1 .01 3 00.30
Other Operating Income - - - - - - - - - - - - - - - - - - - -
Total external revenue (A) 5,550.26 2 0,761.11 1,448.35 179.81 27,939.52 11,358.90 3 4,036.05 3 ,165.48 256.96 48,817.39 9 ,561.73 1,623.22 2,376.27 9 1.64 13,652.86 9,230.28 - 1 ,761.78 45.72 11,037.78
Inter segment revenue (B) - - - - - - - - - - - - - - - - - - - -
Total segment revenue (A) + (B) 5,550.26 2 0,761.11 1,448.35 179.81 27,939.52 11,358.90 3 4,036.05 3 ,165.48 256.96 48,817.39 9 ,561.73 1,623.22 2,376.27 9 1.64 13,652.86 9,230.28 - 1 ,761.78 45.72 11,037.78
Less: Inter segment elimination - - - - - - - - - - - - - - - - - - - -
Total revenue 5,550.26 2 0,761.11 1 ,448.35 179.81 27,939.52 1 1,358.90 3 4,036.05 3 ,165.48 256.96 48,817.39 9 ,561.73 1,623.22 2,376.27 9 1.64 13,652.86 9,230.28 - 1 ,761.78 45.72 11,037.78
B. Segment results 1,941.69 4 ,127.94 250.44 179.81 6,499.88 4,813.98 2 ,651.30 9 16.22 256.96 8,638.47 3 ,550.21 258.72 741.63 9 1.64 4,642.20 3,541.40 - 4 49.86 45.72 4,036.98
Finance cost unallocable - - - - 5 73.67 - - - - 1,111.91 - - - - 3 10.41 - - - - 2 51.61
Other Income - - - - -222.67 - - - - -212.75 - - - - -138.16 - - - - -105.93
Other unallocable expenses - - - - 3,165.75 - - - - 4,518.84 - - - - 3,279.75 - - - - 2,965.17
Profit before tax - - - - 2,983.13 - - - - 3,220.47 - - - - 1,190.19 - - - - 9 26.13
Less: Tax expense - - - - 3 64.61 - - - - 5 99.03 - - - - 5 55.62 - - - - 1 97.70
Profit after tax - - - - 2,618.52 - - - - 2,621.44 - - - - 6 34.57 - - - - 7 28.43
C. Segment assets
Segment assets 4,953.72 1 5,701.29 - - 20,655.01 4,361.00 1 5,173.92 - - 19,534.92 4 ,231.13 14,261.49 - - 18,492.62 3,615.29 928.15 - - 4,543.44
Unallocated assets - - - - 10,913.89 - - - - 11,740.32 - - - - 10,251.57 - - - - 9,972.02
Total assets - - - - 31,568.90 - - - - 31,275.24 - - - - 28,744.19 - - - - 14,515.46
- - - - - - - - - - - - - - - - - - - -
D. Segment liabilities - - - - - - - - - - - - - - - - - - - -
Segment liabilities - - - - - - - - - - - - - - - - - - - -
Unallocated liabilities - - - - 24,981.80 - - - - 26,525.13 - - - - 25,027.14 - - - - 11,413.41
Total liabilities - - - - 24,981.80 - - - - 26,525.13 - - - - 25,027.14 - - - - 11,413.41
- - - - - - - - - - - - - - - - - - - -
E. Other segment information - - - - - - - - - - - - - - - - - - - -
Depreciation and amortisation 93.12 2 95.68 - - 3 88.80 149.49 551.15 - - 7 00.64 237.60 133.59 - - 3 71.19 2 22.37 1.89 - - 2 24.26
Unallocated depreciation - - - - 2 .05 - - - - 3 .11 - - - - 2 .03 - - - - 0 .77
Total Depreciation - - - - 3 90.85 - - - - 7 03.75 - - - - 3 73.22 - - - - 2 25.03
Addition to PPE ROU and Intangible asset (Net of disposal) 700.10 8 22.95 - - 1,523.05 271.20 1 ,463.53 - - 1,734.73 901.39 13,466.92 - - 14,368.31 1 74.85 11.82 - - 1 86.67
Unallocated Addition to PPE ROU and Intangible asset (Net of dis p o s a l ) - - - - 5 .12 - - - - 2 .44 - - - - 1 8.61 - - - - 3 .55
Total addition - - - - 1,528.17 - - - - 1,737.17 - - - - 14,386.92 - - - - 1 90.22
F. Information about major customers
Below are some customers contributed 10% or more of the Company's revenue for period ended :
Six months period ended September 30, 2025 FY 24-25 FY 23-24 FY 22-23
Particulars
Amount % of revenue from Amount % of revenue from Amount % of revenue from Amount % of revenue from
(in ₹ lakhs) operation (in ₹ lakhs) operation (in ₹ lakhs) operation (in ₹ lakhs) operation
Revenue from Operations attributable to our top customer 11,167.72 39.97 15,360.12 31.46 1,184.68 8.68 1,175.45 10.65
Revenue from Operations attributable to our top 3 customers 19,233.03 68.84 30,528.99 62.53 3,301.22 24.18 2,259.31 20.47
Revenue from Operations attributable to our top 5 customers 20,492.10 73.35 32,226.02 66.00 4,319.57 31.64 3,130.25 28.36
Revenue from Operations attributable to our top 10 customers 21,876.27 78.31 34,767.55 71.20 6,007.13 44.00 4,730.26 42.86
375Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
33. INTEREST IN OTHER ENTITIES
a. Subsidiaries
The Company’s interest and share in subsidiaries (Including fellow Subsidiaries) are set out below. Unless otherwise stated, the proportion of ownership interests held equals the voting rights held by the
Company, directly or indirectly, and the country of incorporation or registration is also their principal place of business.
Country of Ownership interest as at
Name of entities
Incorporation September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Punjab fusion Private Limited India 100.00% 99.82% 0.00% 0.00% 0.00%
Pancarbo Greenfuels Private Limited India 65.01% 64.99% 55.90% 58.21% 54.85%
Note:
1. Punjab Carbonic Limited acquired 99.82% equity holding in Punjab Fusion Private Limited on 31st December 2024. The acquisition comprised 55,136 equity shares purchased at a consideration of ₹2,269 per share.
Remaining Shares of Punjab Fusion Private Limited acquired on 16th June 2025 making it 100% subsidiary.
2. Punjab Carbonic Limited further acquired 11,00,000 equity shares of Pancarbo Greenfuels Private Limited on 28th March 2025.
3. Prior to the acquisition, Punjab Fusion Private Limited had an existing shareholding of 48,73,900 equity shares in Pancarbo Greenfuels private limited.
4. On transition to Ind AS with effect from 1 April 2022, the Company has applied the provisions of Appendix C of Ind AS 103 – Business Combinations of Entities under Common Control for accounting of its investment in
Punjab Fusion Private Limited.
During the financial year 2024–25, the Company acquired control over Punjab Fusion Private Limited. However, since the transaction is a business combination under common control, the Company has accounted for the
acquisition using the pooling of interests method as prescribed under Appendix C of Ind AS 103.
Accordingly:
> The financial statements of the subsidiary have been consolidated from the date of transition, i.e., 1 April 2022, as if the combination had occurred from that date.
> The assets and liabilities of the subsidiary have been recorded at their existing carrying amounts as appearing in the consolidated financial statements of the ultimate holding entity (or transferor entity).
> No goodwill or capital reserve has been recognized on such consolidation.
> The identity of reserves of the subsidiary has been preserved and reflected in the consolidated financial statements.
> The comparative financial information has been restated to include the financial results of the subsidiary for all periods presented from the transition date.
> Any difference between the consideration paid and the share capital of the subsidiary has been adjusted in equity retained earnings.
This treatment is in line with the requirements of Appendix C of Ind AS 103, which mandates retrospective recognition of common control business combinations from the beginning of the reporting period in which the
transition to Ind AS occurs, or from a date earlier as presented in the financial statements.
5. For the purpose of preparation of the restated financial statements and transition to Indian Accounting Standards (Ind AS), the Group structure has been presented based on the current holding–subsidiary relationship.
Accordingly, certain entities which are presently subsidiaries of the Company have been considered as subsidiaries for the earlier periods presented as well, based on the assessment of control in accordance with Ind AS 110 –
Consolidated Financial Statements, irrespective of the timing of legal acquisition of shareholding.
Further, where the subsidiaries form part of a common control arrangement, the financial information has been presented as if the current Group structure existed throughout the periods presented, solely for the purpose of
preparation of the restated financial statements.
The percentage of shareholding disclosed represents the legal ownership interest as at the respective reporting dates, and no adjustment has been made to such shareholding percentages pursuant to the transition from previous
GAAP to Ind AS
Additional information as required by paragraph 2 of the general instructions for preparation of consolidated financial statements to Schedule III to the Companies Act, 2013:
As At September 30, 2025
Name of the entity Net Assets, i.e., total assets minus Share in profit or loss Share in other comprehensive Share in total comprehensive
total liabilities income income
As % of As % of As % of
As % of consolidated
consolidated net Amount Amount consolidated Amount consolidated Amount
profit or loss
assets profit or loss profit or loss
Parent Company
Punjab Carbonic Limited 44% 3,878.77 11% 290.55 84% 6 .15 11% 296.70
Indian Subsidiaries:
Punjab Fusion Private Limited 20% 1,792.72 6% 156.68 24% 1 .72 6% 158.40
Pancarbo Greenfuels Private Limited 75% 6,597.41 83% 2,180.33 -8% (0.58) 83% 2,179.75
Non Controlling Interest in all subsidiaries 25% 2,163.48 29% 762.87 -3% (0.20) 29% 762.66
Less: Adjustments arising out of consolidation -65% (5,681.80) -29% (771.91) 3% 0 .20 -29% (771.71)
Total 100% 8,750.58 100% 2,618.52 100% 7.29 100% 2,625.81
As At March 31, 2025
Name of the entity Net Assets, i.e., total assets minus Share in profit or loss Share in other comprehensive Share in total comprehensive
total liabilities income income
As % of As % of As % of
As % of consolidated
consolidated net Amount Amount consolidated Amount consolidated Amount
profit or loss
assets profit or loss profit or loss
Parent Company
Punjab Carbonic Limited 58% 3 ,596.02 56% 1,464.31 26% 1 .83 56% 1,466.14
Indian Subsidiaries:
Punjab Fusion Private Limited 27% 1 ,647.91 14% 365.25 46% 3 .26 14% 368.51
Pancarbo Greenfuels Private Limited 72% 4 ,417.66 30% 793.14 28% 1 .98 30% 795.12
Non Controlling Interest in all subsidiaries 23% 1 ,400.81 11% 277.51 10% 0 .69 11% 278.20
Less: Adjustments arising out of consolidation -80% (4,911.49) -11% (278.77) -10% (0.69) -11% (279.46)
Total 100% 6,150.92 100% 2,621.44 100% 7.07 100% 2,628.52
376Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
As At March 31, 2024
Name of the entity Net Assets, i.e., total assets minus Share in profit or loss Share in other comprehensive Share in total comprehensive
total liabilities income income
As % of As % of As % of
As % of consolidated
consolidated net Amount Amount consolidated Amount consolidated Amount
profit or loss
assets profit or loss profit or loss
Parent Company
Punjab Carbonic Limited 49% 2 ,177.67 103% 654.54 -13% (0.46) 103% 654.08
Indian Subsidiaries:
Punjab Fusion Private Limited 29% 1 ,306.57 47% 297.22 105% 3 .62 47% 300.84
Pancarbo Greenfuels Private Limited 70% 3 ,122.54 -50% (317.18) 8% 0 .29 -50% (316.89)
Non Controlling Interest in all subsidiaries 16% 7 32.61 -14% (88.15) 2% 0 .08 -14% (88.07)
Less: Adjustments arising out of consolidation -65% (2,889.74) 14% 8 8.13 -2% (0.08) 14% 8 8.05
Total 100% 4,449.66 100% 634.57 100% 3.45 100% 638.02
As At March 31, 2023
Name of the entity Net Assets, i.e., total assets minus Share in profit or loss Share in other comprehensive Share in total comprehensive
total liabilities income income
As % of As % of As % of
As % of consolidated
consolidated net Amount Amount consolidated Amount consolidated Amount
profit or loss
assets profit or loss profit or loss
Parent Company
Punjab Carbonic Limited 47% 1 ,602.80 75% 549.46 65% (27.92) 76% 521.54
Indian Subsidiaries:
Punjab Fusion Private Limited 30% 1 ,037.61 29% 209.98 35% (15.14) 28% 194.84
Pancarbo Greenfuels Private Limited 52% 1 ,795.13 -4% (30.95) 0% - -5% (30.95)
Non Controlling Interest in all subsidiaries 10% 3 36.68 -1% (7.97) 0% - -1% (7.97)
Less: Adjustments arising out of consolidation -39% (1,333.48) 1% 7 .92 0% 0 .00 1% 7 .92
Total 100% 3,438.73 100% 728.43 100% -43.06 100% 685.38
34. RELATED PARTY DISCLOSURES
Related party disclosure as required by Ind-AS 24 "Related Party Disclosures" for the period ended September 30, 2025 are given below:
Names of related parties and nature of related party relationship:
(i) Key management personnel (KMP):
Davinder Singh Kohli Chairman & Managing Director
Amrit Paul Singh Kohli Joint Managing Director
Jatinder Kaur Kohli Non Executive Director
Inder Pal Kaur Kohli Non Executive Director
Arun Kumar Independent Director
Pankaj Bhalla Independent Director
Brish Bhan Goyal Independent Director
Girish Kumar Chadha Independent Director
Lakhbir Singh (w.e.f September 2,2025) Company Secretary
Karthik Rang raj (w.e.f January 9,2026) CEO
Lakhvir Singh Ubhy (w.e.f January 9,2026) CFO
(ii) Relatives of key management personnel (KMP) (with whom transactions are entered during the period and Balances as at September 30, 2025):
Joginder Kaur Relative of Director
Razmeet Kaur Relative of Director
Amrit Paul Singh Kohli & Sons (HUF) Relative of Director
Davinder Singh Kohli & Sons Relative of Director
Jasmine Kaur Kohli Relative of Director
Gurkaran Singh Kohli Relative of Director
Bavkaran Singh Kohli Relative of Director
Ishleen Kaur Kohli Relative of Director
Janmeet Kaur Kohli Relative of Director
(iii) Enterprises under significant influence of key management personnel, directors and their relatives (with whom transactions are entered during the year):
Punjab Fusion Private Limited (subsidiary w.e.f December 31,2024 Subsidiary (WOS)
& WOS w.e.f June 16,2025)
Pancarbo Greenfuels Private Limited Subsidiary
Punjab Oxygen Private Limited Group Company
Kohli Gases Related Concerns
M.S.Marketing Related Concerns
Mohinder Singh Kohli & Sons Related Concerns
377Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
34. RELATED PARTY DISCLOSURES
Disclosure of transactions between the Group and related parties are as under:
For the year ended
March 31, March 31,
Naure of Transaction September 30, 2025 March 31, 2025
2024 2023
Remuneration Paid
- Gurkaran Singh Kohli 15.00 30.00 3 0.00 -
- Bavkaran Singh Kohli 18.00 30.00 1 9.50 -
Interest Income
- Punjab Oxygen Private Limited 28.98 61.85 4 4.01 34.48
Interest Paid
- Joginder Kaur 0.09 2.56 1 .41 1.22
- Davinder Singh Kohli & Sons 1.04 1.86 0 .60 0.98
- Amrit Paul Singh Kohli & Sons (HUF) 2.79 4.36 5 .01 5.19
- Bavkaran Singh Kohli 0.89 0.70 5 .07 0.12
- Gurkaran Singh Kohli 1.33 0.79 7 .74 0.32
- Ishleen Kaur Kohli 1.07 0.81 1 .11 0.98
- Janmeet Kaur Kohli 1.27 1.35 - 0.54
- Jasmine Kaur Kohli 0.56 0.54 - -
- Razmeet Kaur 1.06 - - -
Sale
- Kohli Gases 56.74 114.53 1 07.33 108.41
- M.S.Marketing 273.03 409.92 3 90.50 488.31
- Mohinder Singh Kohli & Sons 0.18 0.70 - -
Purchases
- M.S.Marketing 42.59 33.74 7 .27 0.22
Security Paid
- Mohinder Singh Kohli & Sons - - - 3.90
Reimbursements
- Kohli Gases 1.89 4.30 3 .46 4.85
- M.S.Marketing 0.98 1.60 1 .33 2.30
- Punjab Oxygen Private Limited - 0.11 3 .20 0.26
- Gurkaran Singh Kohli - 5.91 0 .95 0.80
Loan given
- Punjab Oxygen Private Limited 6.00 140.60 3 27.45 257.45
Loan received back
- Punjab Oxygen Private Limited 223.00 64.20 8 4.50 28.24
Loan received
- Amrit Paul Singh Kohli & Sons (HUF) - 52.27 - 0.45
- Bavkaran Singh Kohli 37.45 23.82 - 42.00
- Davinder Singh Kohli & Sons - 27.36 4 .00 -
- Gurkaran Singh Kohli 52.45 26.77 1 2.00 60.73
- Ishleen Kaur Kohli - 26.55 - -
- Janmeet Kaur Kohli - 27.23 - -
- Jasmine Kaur Kohli - 18.15 - -
- Joginder Kaur - 69.50 - 0.60
- Razmeet Kaur 27.45 - - -
Loan Repaid
- Amrit Paul Singh Kohli & Sons (HUF) 4.10 - 3 2.00 2.50
- Bavkaran Singh Kohli 30.12 1.00 - -
- Davinder Singh Kohli & Sons 2.30 10.00 - 5.00
- Gurkaran Singh Kohli 61.64 18.78 - -
- Jasmine Kaur Kohli 7.85 - - -
- Joginder Kaur 0.25 0.10 - -
378Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Transactions with Key Management Personnel and Directors
For the year ended
March 31, March 31,
Naure of Transaction September 30, 2025 March 31, 2025
2024 2023
Director's Remuneration
- Amrit Paul Singh Kohli 54.71 76.90 6 8.04 48.00
- Jatinder Kaur Kohli 49.09 70.00 4 5.00 36.00
- Davinder Singh Kohli 36.00 120.25 6 8.04 48.00
- Inder Pal Kaur Kohli 30.00 75.00 4 5.00 36.00
KMP's Remuneration
- Karthik Rang raj 17.56 28.92 3 4.57 23.04
- Lakhvir Singh Ubhy 3.23 6.83 6 .83 5.96
- Lakhbir Singh 2.70 1.60 - -
Excess Remuneration received back
- Amrit Paul Singh Kohli - 4.90 - -
- Jatinder Kaur Kohli - 10.00 - -
- Davinder Singh Kohli - 48.25 - -
- Inder Pal Kaur Kohli - 15.00 - -
Interest Paid
- Amrit Paul Singh Kohli 4.86 3.51 0 .78 9.68
- Davinder Singh Kohli 7.93 3.06 0 .34 3.80
- Inder Pal Kaur Kohli 12.27 14.53 4 .51 10.18
- Jatinder Kaur Kohli 17.41 13.22 0 .16 8.21
Rental Expense
- Amrit Paul Singh Kohli - - 1 .20 1.20
- Davinder Singh Kohli - - 1 .80 1.80
- Jatinder Kaur Kohli - 1.76 2 .34 2.34
Land purchased
- Inder Pal Kaur Kohli - - - 13.90
Land sale
- Inder Pal Kaur Kohli - - - 13.90
Loan received
- Davinder Singh Kohli 6.25 329.27 1 35.95 87.45
- Jatinder Kaur Kohli 20.09 418.43 1 22.05 103.00
- Amrit Paul Singh Kohli 60.00 131.22 1 54.00 79.50
- Inder Pal Kaur Kohli 61.75 380.42 1 32.00 100.00
Loan Repaid
- Davinder Singh Kohli 81.05 279.20 1 8.90 48.97
- Jatinder Kaur Kohli 47.60 59.70 4 7.99 151.75
- Amrit Paul Singh Kohli 33.90 234.39 4 .95 79.08
- Inder Pal Kaur Kohli 135.75 131.80 7 1.21 128.43
Interest Receivable
- Karthik Rang raj 4.07 3.80 3 .55 3.32
Security Refunded
- Lakhvir Singh Ubhy - - 3 .20 1.50
Reimburment of expenses
- Karthik Rang raj 4.31 1.82 6 .81 10.77
- Jatinder Kaur Kohli - - 0 .50 3.82
- Davinder Singh Kohli - - - 0.60
- Inder Pal Kaur Kohli - - - 4.45
- Amrit Paul Singh Kohli - - 2 2.25 1.05
379Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
The following table provides the closing balances with Key Managerial personnel and Directors for the relevant period/year:
For the year ended
March 31, March 31,
Naure of Transaction September 30, 2025 March 31, 2025
2024 2023
Other Payable
- Karthik Rang raj 0.87 1.82 1 .79 -0.00
Loan Receivable
- Karthik Rang raj 62.18 58.11 5 4.31 50.75
Security Payable
- Lakhvir Singh Ubhy - - - 3.20
Remuneration Payable
- Davinder Singh Kohli 25.80 4.38 1 6.20 0.16
- Jatinder Kaur Kohli - 1.58 0 .35 6.36
- Amrit Paul Singh Kohli - 2.16 0 .08 2.08
- Inder Pal Kaur Kohli 7.63 4.23 3 .62 7.53
- Karthik Rang raj 3.39 4.85 4 .78 2.26
- Lakhvir Singh Ubhy 0.54 0.54 0 .54 0.47
- Lakhbir Singh 0.70 0.40 - -
Interest Payable
- Davinder Singh Kohli 8.01 2.76 0 .43 4.32
- Jatinder Kaur Kohli 25.87 11.90 0 .14 7.68
- Amrit Paul Singh Kohli 6.83 3.16 0 .04 9.55
- Inder Pal Kaur Kohli 19.07 13.08 4 .06 9.38
Unsecured Loan*
- Davinder Singh Kohli 168.93 243.73 1 93.65 73.04
- Jatinder Kaur Kohli 432.89 460.40 1 01.67 26.70
- Amrit Paul Singh Kohli 167.90 141.80 2 44.97 91.55
- Inder Pal Kaur Kohli 306.92 380.92 1 32.30 71.29
Rent Payable
- Davinder Singh Kohli - - 0 .65 0.55
- Jatinder Kaur Kohli 1.76 1.76 2 .34 3.23
- Amrit Paul Singh Kohli - - 0 .85 0.45
*Interest for the financial year 2022-23 payable by Pancarbo Greenfuels Private Limited to the directors was transferred to
unsecured loan account of the directors in financial year 2023-24 as it was mutually agreed to pay the interest after the
commencement of operations.
380Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
The following table provides the closing balances with Group and Related Parties for the relevant period/year:
For the year ended
March 31, March 31,
Naure of Transaction September 30, 2025 March 31, 2025
2024 2023
Interest Payable
- Amrit Paul Singh Kohli & Sons (HUF) 6.44 3.93 9 .18 4.67
- Bavkaran Singh Kohli 0.80 0.63 4 .56 0.11
- Davinder Singh Kohli & Sons 1.31 1.67 1 .42 0.88
- Gurkaran Singh Kohli 1.91 0.71 6 .97 0.29
- Ishleen Kaur Kohli 1.69 0.73 1 .02 1.25
- Janmeet Kaur Kohli 2.36 1.22 0 .49 0.49
- Jasmine Kaur Kohli 0.99 0.48 - -
- Joginder Kaur 2.14 2.31 1 .61 1.34
- Razmeet Kaur 0.95 - - -
Unsecured loan Payable
- Amrit Paul Singh Kohli & Sons (HUF) 66.11 70.21 1 7.93 49.93
- Bavkaran Singh Kohli 76.83 69.49 4 2.11 42.00
- Davinder Singh Kohli & Sons 24.06 26.36 9 .00 5.00
- Gurkaran Singh Kohli 78.63 87.83 7 2.87 60.73
- Ishleen Kaur Kohli 36.96 36.96 9 .41 8.19
- Janmeet Kaur Kohli 31.77 31.77 4 .54 4.54
- Jasmine Kaur Kohli 10.30 18.15 - -
- Joginder Kaur 81.76 82.01 1 1.75 10.75
- Razmeet Kaur 27.45 - - -
Remuneration Payable
- Gurkaran Singh Kohli 9.16 10.63 0 .53 -
- Bavkaran Singh Kohli 16.78 16.80 0 .73 -
Net payable/(Receivable)
- Kohli Gases (4.45) 12.52 28.00 (68.21)
- M.S.Marketing (144.43) (147.31) ( 114.71) (53.68)
- Mohinder Singh Kohli & Sons (0.18) - ( 1.26) (1.26)
- Punjab Oxygen Private Limited - - ( 0.11) -
Security Deposit Payable
- Mohinder Singh Kohli & Sons 3.10 3.10 3 .10 3.10
Loan Receivable
- Punjab Oxygen Private Limited 699.25 887.27 7 55.20 472.64
*Interest for the financial year 2022-23 payable by Pancarbo Greenfuels Private Limited to the related parties was transferred to
unsecured loan account of the directors in financial year 2023-24 as it was mutually agreed to pay the interest after the
commencement of operations.
Impairment of investment
For the year ended
March 31, March 31,
Naure of Transaction September 30, 2025 March 31, 2025
2024 2023
Punjab Fusion Private Limited - - - -
(Wholly owned subsidiary -55236 shares held
by Punjab Carbonic Limited)
Pancarbo Greenfuels Private Limited - - - -
(65.01% subsidiary - Effective share holding
of 2,26,71,400 shares which includes
48,73,900 shares held by WOS Punjab Fusion
Private Limited)
381Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Transactions eliminated on Consolidation
For the year ended
March 31, March 31,
Naure of Transaction September 30, 2025 March 31, 2025
2024 2023
Punjab Carbonic Limited
Reimbursements
- Punjab Fusion Private Limited 81.58 164.59 1 1.57 10.77
- Pancarbo Greenfuels Private Limited 1.43 1.93 - 2.73
Sale
- Punjab Fusion Private Limited 10.65 38.00 1 21.84 112.43
Carriage received
- Punjab Fusion Private Limited 36.80 83.26 8 0.98 78.99
Purchases
- Punjab Fusion Private Limited 90.96 46.23 1 5.87 4.54
- Pancarbo Greenfuels Private Limited 267.28 321.52 - -
Carriage paid
- Punjab Fusion Private Limited 90.23 144.79 1 28.69 84.26
Purchase of Property, Plant & Equipment
- Punjab Fusion Private Limited 10.53 2.07 4 6.80 52.75
Sale of Property, Plant & Equipment
- Pancarbo Greenfuels Private Limited - 11.75 - -
Corporate Guarantee Charges Received
- Pancarbo Greenfuels Private Limited 0.37 - - -
- Punjab Fusion Private Limited 0.13 - - -
Corporate Guarantee charges Paid
- Punjab Fusion Private Limited 0.13 - - -
Investment in Shares
- Pancarbo Greenfuels Private Limited - 110.00 8 88.05 600.20
- Punjab Fusion Private Limited 0.10 1,251.04 - -
Loan given
- Pancarbo Greenfuels Private Limited - 60.00 - 198.00
Loan received back
- Pancarbo Greenfuels Private Limited - 60.00 - 244.21
Interest Income
- Pancarbo Greenfuels Private Limited - 0.62 - -
Security Received
- Pancarbo Greenfuels Private Limited - - 1 0.00 -
Punjab Fusion Private Limited
Sale of Property, Plant & Equipment
- Punjab Carbonic Limited - 2.07 4 6.80 45.72
Purchases
- Punjab Carbonic Limited 10.65 38.00 1 21.84 112.43
Reimbursements
- Pancarbo Greenfuels Private Limited - - 7 .09 -
- Punjab Carbonic Limited 81.58 164.59 1 1.57 10.77
Corporate Guarantee Charges Received
- Pancarbo Greenfuels Private Limited 0.37 - - -
- Punjab Carbonic Limited 0.13 - - -
Corporate Guarantee Paid
- Punjab Carbonic Limited 0.13 - - -
Investment in Shares
- Pancarbo Greenfuels Private Limited - - 2 72.25 149.64
Loan given
- Pancarbo Greenfuels Private Limited - 122.50 - 15.00
Loan received back
- Pancarbo Greenfuels Private Limited - 122.50 - 89.74
382Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Interest Income
- Pancarbo Greenfuels Private Limited - 6.50 - -
Carriage paid
- Punjab Carbonic Limited 36.80 83.26 8 0.98 78.99
Carriage received
- Punjab Carbonic Limited 90.23 144.79 1 28.69 84.26
Sale
- Punjab Carbonic Limited 101.49 46.23 1 5.87 11.57
- - - -
Pancarbo Greenfuels Private Limited
Reimbursements
- Punjab Fusion Private Limited - - 7 .09 -
- Punjab Carbonic Limited 1.43 1.93 - 2.73
Sale
- Punjab Carbonic Limited 267.28 321.52 - -
Loan received
- Punjab Fusion Private Limited - 122.50 - 15.00
- Punjab Carbonic Limited - 60.00 - 198.00
Loan Repaid
- Punjab Fusion Private Limited - 122.50 - 89.74
- Punjab Carbonic Limited - 60.00 - 244.21
Corporate Guarantee Charges Paid
- Punjab Carbonic Limited 0.37 - - -
- Punjab Fusion Private Limited 0.37 - - -
Security
- Punjab Carbonic Limited - - 1 0.00 -
Interest
- Punjab Carbonic Limited - 0.62 - -
- Punjab Fusion Private Limited - 6.50 - -
Purchase of Property, Plant & Equipment
- Punjab Carbonic Limited - 11.75 - -
Balances eliminated on Consolidation
For the year ended
March 31, March 31,
Naure of Transaction September 30, 2025 March 31, 2025
2024 2023
Punjab Carbonic Limited
Net payable/(Receivable)
- Pancarbo Greenfuels Private Limited 298.15 56.24 - -
- Punjab Fusion Private Limited 163.06 21.53 -83.72 -71.93
Investment in Shares
- Pancarbo Greenfuels Private Limited 1,779.75 1,779.75 1 ,669.75 781.70
- Punjab Fusion Private Limited 1,251.14 1,251.04 - -
Security Deposit
- Pancarbo Greenfuels Private Limited 10.00 10.00 1 0.00 -
Interest Receivable
- Pancarbo Greenfuels Private Limited 0.56 0.56 - -
Punjab Fusion Private Limited
Net payable/(Receivable)
- Pancarbo Greenfuels Private Limited (0.37) - - -
- Punjab Carbonic Limited (163.06) (21.53) 83.72 71.93
Investment in Shares
- Pancarbo Greenfuels Private Limited 487.39 487.39 4 87.39 215.14
Interest Receivable
- Pancarbo Greenfuels Private Limited - 5.85 - -
383Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Pancarbo Greenfuels Private Limited
Net payable/(Receivable)
- Punjab Fusion Private Limited 0.37 - - -
- Punjab Carbonic Limited (298.15) (56.24) - -
Security Receivable
- Punjab Carbonic Limited 10.00 10.00 1 0.00 -
Interest Payable
- Punjab Carbonic Limited 0.56 0.56 - -
- Punjab Fusion Private Limited - 5.85 - -
384Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
35 First time adoption of Ind AS
Thesefinancialstatements,fortheyearendedMarch31,2025,arethefirstfinancialstatementstheCompanyhaspreparedinaccordancewithIndianAccountingStandards(IndAS)asper
Companies(IndianAccountingStandards)Rules2015notifiedunderSection133oftheCompaniesAct,2013,(‘theAct’)(includingsubsequentamendmentsthereto)andotherrelevant
provisionsoftheAct.Accordingly,theCompanyhasprepareditsfinancialstatementstocomplywithIndASapplicablefortheyearendedMarch31,2025,togetherwithcomparativeperioddata
as at March 31, 2024 and for the year ended March 31, 2023, as described in the summary of significant accounting policies.
Inpreparingthesefinancialstatements,theCompany’sopeningbalancesheetwaspreparedasatApril1,2022,theCompany’sdateoftransitiontoIndAS.AccordingtoIndAS101,thefirstInd
ASfinancialstatementsmustuserecognitionandmeasurementprinciplesthatarebasedonstandardsandinterpretationsthatareeffectiveatMarch31,2025,thedateoffirst-timepreparationof
FinancialStatementsaccordingtoIndAS.TheseaccountingprinciplesandmeasurementprinciplesmustbeappliedretrospectivelytothedateoftransitiontoIndASandforallperiodspresented
withinthefirstIndASFinancialStatements.AnyresultingdifferencesbetweencarryingamountsofassetsandliabilitiesaccordingtoIndAS101asofApril1,2022comparedwiththose
presentedinthepreviousGAAPBalanceSheetasofMarch31,2022,wererecognizedinequityunderretainedearningswithintheIndASBalanceSheet.Thisnoteexplainstheprincipal
adjustments made by the Company in restating its previous GAAP financial statements, including the balance sheet as at April 1, 2022 and financial statements as at March 31, 2023
I. Ind AS Mandatory exceptions applied:
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions/exceptions:
a) Estimates
AsperIndAS101,anentity’sestimatesinaccordancewithIndASatthedateoftransition toIndASandattheendofthecomparativeperiodpresentedintheentity’sfirstIndASfinancial
statements,asthecasemaybe,shouldbeconsistentwithestimatesmadeforthesamedateinaccordancewiththepreviousGAAPunlessthereisobjectiveevidencethatthoseestimateswerein
error. However, the estimates should be adjusted to reflect any differences in accounting policies.
AsperIndAS101,whereapplicationofIndASrequiresanentitytomakecertainestimatesthatwerenotrequiredunderpreviousGAAP,thoseestimatesshouldbemadetoreflectconditions
that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS).
TheCompany’sestimatesunderIndASareconsistentwiththeaboverequirement.Keyestimatesconsideredinpreparationofthefinancialstatementsthatwerenotrequiredundertheprevious
GAAP are listed below:
- Fair value of financial instruments carried at fair value through profit and loss and/ or fair value through other comprehensive income:
- Impairment of financial assets based on the expected credit loss model; and
- Determination of the discounted value for financial instruments carried at amortised cost
b) Classification and measurement of financial assets
The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS.
c) De-recognition of financial assets and liabilities
Ind AS 101 requires an entity to apply de- recognition provisions of Ind AS prospectively for the transactions occuring on or after the date of transition to Ind AS. However, Ind AS 101 allows an
entity to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity's choosing, provided that the information needed to apply Ind AS 109 to financial assets and
financial liabilities derecognised as a result of past transactions was obtained at the time of initially accoutning for those transactions. The Company has elected to apply de-recognition provisions
of Ind AS 109 prospectively from the date of transition to Ind AS.
d) Impairment of financial assets
The Company has applied the exception related impairment of financial assets given in Ind AS 101. It has used reasonable and supportable information that is available without undue cost or
effort to determine the credit risk at the date that financial assets were initially recognized and compared that to the credit risk as at 1 April 2022.
II. Ind AS optional exemption applied:
Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.
a) Deemed cost
Pursuant to the provisions of Indian Accounting Standard (Ind AS) 101, the Company has elected to measure certain items of Property, Plant and Equipment (PPE) (refer note 4) at their fair
values as at the date of transition to Ind AS (1 April 2022) and use those fair values as their deemed cost on that date.
Under previous GAAP, these assets were carried at historical cost less accumulated depreciation. On transition to Ind AS, the carrying amounts of such assets were adjusted to reflect their fair
values.
b) Practical Expedients for Leases
At the date of transition, the Company has applied the following practical expedients as permitted by Ind AS 101 and Ind AS 116:
-Applied a single discount rate to a portfolio of leases with reasonably similar characteristics
-Relied on previous assessments of whether a contract contains a lease-
-Excluded leases with a remaining lease term of 12 months or less from recognitio
-Used hindsight in determining the lease term where options to extend or terminate existed
III. Statement of reconciliation between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following table presents the reconciliation from previous GAAP to Ind AS.
385Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
a) Reconciliation of Balance Sheet : As at March 31, 2023 As at 1 April 2022 (date of transition to Ind AS)
Previous GAAP* Ind AS Previous GAAP* Ind AS
Particulars Foot note reference Ind AS Ind AS
(regrouped) adjustments (regrouped) adjustments
ASSETS
Non-Current Assets
(a) Property, plant & equipment III (d) (i) 2,193.00 2 ,350.44 4,543.44 2 ,249.15 2,399.57 4,648.72
(b) Capital work in progress III (d) (ii) 4,882.50 (94.40) 4,788.10 61.69 - 61.69
(c) Right-to-use assets III (d) (iii) 3.89 3.89 1.19 1.19
(d) Other intangible assets III (d) (i) 0.20 (0.08) 0.12 0.13 ( 0.01) 0.12
(e) Financial assets - - - -
(i) Investments III (d) (iv) 52.55 2.46 55.01 1.00 0.02 1.02
(ii) Loans - - 46.21 ( 46.21) -
(iii)Other financial assets 167.13 - 167.13 108.09 - 108.09
(f) Deferred tax assets (net) III (d) (v) 101.15 (101.15) - 115.44 ( 115.44) -
(f) Other non-current assets 1,324.85 - 1,324.85 75.52 0.01 75.53
8,721.38 2 ,161.16 1 0,882.54 2,657.23 2,239.13 4 ,896.36
Current Assets -
(a) Inventories 49.21 - 49.21 161.85 ( 0.01) 161.84
(b) Financial assets - - - -
(i) Investments - - - -
(i) Trade receivables III (d) (vi) 2,010.18 (49.41) 1,960.77 1 ,244.98 ( 57.96) 1,187.02
(ii) Cash and cash equivalents 69.47 - 69.47 173.44 - 173.44
(iii)Bank balances other than (ii) above 40.19 - 40.19 72.17 - 72.17
(iv)Derivative financial assets - - - - - -
(v) Loans 536.46 - 536.46 - 267.37 267.37
(vi)Other financial assets 0.62 0.00 0.62 268.49 ( 267.37) 1.11
(c) Other current assets 976.22 (0.02) 976.20 309.48 ( 0.01) 309.47
3,682.35 (49.43) 3 ,632.92 2,230.40 ( 57.98) 2 ,172.42
TOTAL ASSETS 12,403.73 2 ,111.73 1 4,515.46 4,887.63 2,181.15 7 ,068.78
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 208.73 - 208.73 208.73 - 208.73
III (d) (i), (iii), (iv),
(b) Other equity (v), (vi) & (vii) 831.69 2 ,061.63 2,893.32 419.21 1,912.03 2,331.24
Equity attributable to shareholders 1,040.42 2 ,061.63 3 ,102.05 627.94 1,912.03 2 ,539.97
-
(c) Non-Controlling Interest 449.56 - 112.88 336.68 44.08 38.32 82.40
Total Equity 1,489.98 1 ,948.76 3 ,438.73 672.02 1,950.35 2 ,622.37
Liabilities
Non-current liabilities
(a) Financial liabilities - - - -
(i) Borrowings III (d) (ii) 5,801.47 - 94.40 5,707.07 966.63 ( 0.01) 966.63
(ii) Lease liabilities III (d) (iii) 3.13 3.13 0.74 0.74
(iii)Other financial liabilities - - - - - -
(b) Provisions III (d) (vii) 113.93 - 0.13 113.81 66.43 - 66.43
(c) Deferred tax Liability (net) III (d) (v) 253.65 253.65 275.83 275.83
5,915.40 162.25 6 ,077.66 1,033.06 276.57 1 ,309.63
Current liabilities
(a) Financial liabilities - - - -
(i) Borrowings 2,034.05 0.00 2,034.05 1 ,413.60 ( 46.21) 1,367.39
(ii) Lease liabilities III (d) (iii) 0.75 0.75 0.45 0.45
(iii)Trade payables - - - -
- Dues to micro and small enterprises 29.61 - 0.00 29.61 44.66 - 44.66
- Due to creditors other than micro and
small enterprises 1,215.85 - 0.00 1,215.84 765.44 - 765.44
(iv)Derivative financial Liabilities - - - -
(v) Other financial liabilities 548.99 - 0.03 548.96 434.71 ( 0.02) 434.69
(b) Other current liabilities 1,031.17 0.00 1,031.18 507.91 0.02 507.93
(c) Provisions 45.89 - 45.89 14.19 - 14.19
(d) Current Tax Liabilities (Net) 92.79 - 92.79 2.03 - 2.03
4,998.35 0.73 4 ,999.07 3,182.54 ( 45.76) 3 ,136.78
TOTAL EQUITY AND LIABILITIES 12,403.73 2 ,111.73 1 4,515.46 4,887.63 2,181.15 7 ,068.78
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
386Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
b) Reconciliation of total comprehensive income for the year ended 31 March 2023
Previous GAAP* Ind AS
Particulars Foot note reference Ind AS
(regrouped) adjustments
INCOMES
I. Revenue from operations 11,037.78 - 11,037.78
II. Other incomes III (d) (iv) 89.38 1 6.55 105.93
III.TOTAL INCOME 11,127.16 1 6.55 11,143.71
IV. EXPENSES
Cost of Materials Consumed 4,512.37 1 08.00 4,620.37
Purchases of Stock-in-Trade 108.20 -108.00 0.20
Changes in inventories of finished goods, 3.50 - 3.50
Employee Benefit expense III (d) (vii) 1,178.55 -57.66 1,120.88
Finance cost III (d) (iii) 257.58 -5.97 251.61
Depreciation and amortization expense III (d) (i) 347.74 -122.71 225.03
Other expenses III (d) (iii) & (vi) 3,983.55 12.43 3,995.99
TOTAL EXPENSES 10,391.50 -173.92 10,217.58
V. Profit before exceptional items and tax 735.66 1 90.46 926.13
VI. Exceptional items -
VII.Profit before tax 735.66 1 90.46 926.13
VIII.Tax expense
Current tax 165.42 - 165.42
Earlier periods taxes 0.24 - 0.24
Deferred tax charge/ (credit) III (d) (v) 14.29 1 7.75 32.04
179.94 1 7.75 197.70
IX. Profit for the year 555.72 1 72.71 728.43
X. Other comprehensive income
Other comprehensive income to be re-classified to profit or loss in
subsequent periods - - -
-
Other comprehensive income not to be re-classified to profit or loss -
(i) Gain/ (loss) on fair valuation of investment net of tax - - -
Income Tax effect on (i) - - -
(ii) Re-measurement gain/ (loss) on defined benefit plans III (d) (vii) - -57.54 (57.54)
Income Tax effect on (ii) III (d) (v) - 1 4.48 14.48
XI. Total comprehensive income for the year 555.72 1 29.65 685.37
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
c) Impact of Ind AS adoption on the cash flow statement for the year ended 31 March 2023
Previous GAAP* Ind AS
Particulars Ind AS
(regrouped) adjustments
Net cash generated in operating activities 1,676.15 (2,243.46) (567.31)
Net cash used in investing activities ( 10,141.40) 5,187.76 (4,953.64)
Net cash generated in financing activities 8,516.74 (3,099.76) 5 ,416.98
Net decrease in cash and cash equivalents 51.49 ( 155.46) (103.97)
Cash and cash equivalents as at 1 April 2022 69.47 103.97 173.44
Cash and cash equivalents as at 31 March 2023 120.96 ( 51.49) 69.47
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
d) Footnotes to the reconciliation of equity as at 1 April 2022 and 31 March 2023 and the statement of profit and loss for the year ended 31 March 2023
(i) Property, Plant and Equipment (PPE)- Fair Value as Deemed cost in IND AS
TheCompanyhaselectedtomeasurecertainitemsofProperty,PlantandEquipmentatfairvalueasatthedateoftransitiontoIndASandusethatfairvalueasdeemedcostinaccordancewith
Ind AS 101. The resulting adjustment has been recognised in retained earnings net of deferred tax. Also method of providing depreciation has been changed from WDV to SLM.
Impact of Ind AS adjustment
Balance sheet As at As at
31 March 2023 1 April 2022
Property, Plant and Equipment 2,350.44 2 ,399.57
Other intangible assets ( 0.08) ( 0.01)
Other Equity (2,350.37) (2,399.56)
For the year
ended
Statement of profit and loss 31 March 2023
Depreciation (122.71)
387Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
(ii) Borrowing Cost
On transition to Ind AS, loan processing fees previously expensed and later on capitalised to CWIP under previous GAAP have been recognised as unamortised transaction costs and adjusted
against the carrying amount of borrowings. These costs are amortised over the tenure of the loan using the effective interest rate method. The resulting adjustment has been recognised in retained
earnings net of deferred tax.:
Impact of Ind AS adjustment
As at As at
Balance sheet
31 March 2023 1 April 2022
Capital work in progress ( 94.40) -
Borrowings- Unamortized ancillary borrowing cost 94.40 -
For the year
Statement of profit and loss ended
31 March 2023
Finance cost -
(iii) Ind AS 116 – Impact on Leases
OntransitiontoIndASinaccordancewithIndianAccountingStandard(IndAS)101,theCompanyhasappliedIndianAccountingStandard(IndAS)116usingthemodifiedretrospective
approach from the date of transition, 1 April 2022.
Under previous GAAP, lease payments under operating leases were recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.
Under Ind AS 116, the Company recognises a Right-to-use (ROU) asset and a corresponding Lease Liability for most leases.
Practical Expedients Applied
At the date of transition, the Company has applied the following practical expedients as permitted by Ind AS 101 and Ind AS 116:
-Applied a single discount rate to a portfolio of leases with reasonably similar characteristics
-Relied on previous assessments of whether a contract contains a lease-
-Excluded leases with a remaining lease term of 12 months or less from recognition
-Used hindsight in determining the lease term where options to extend or terminate existed
Measurement on Transition Date
Lease Liability
Lease liabilities were measured at the present value of remaining lease payments as at 1 April 2022, discounted using the Company’s incremental borrowing rate on that date.
Right-to-use Asset
The Right-to-use assets were measured at an amount equal to the lease liability, adjusted for any prepaid or accrued lease payments recognised under previous GAAP
388Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
Impact of Ind AS adjustment
Balance sheet As at As at
31 March 2023 1 April 2022
Right-to-use assets 3.89 1.19
Lease liabilities (Current +Non Current) ( 3.88) ( 1.19)
Other Equity -Retained Earning ( 6.24) -
For the year
ended
Statement of profit and loss 31 March 2023
Finance Cost-Interest on Lease Liabilities ( 5.97)
Depreciation on Right of Use Assets (ROU) 0.75
Other Expense-Lease Payement ( 1.02)
(iv) Fair Valuation of Investment in Gold & Mutual Funds
On transition to Ind AS in accordance with Indian Accounting Standard (Ind AS) 101, the Company has measured its investments in Gold and Mutual Funds in accordance with Indian
Accounting Standard (Ind AS) 109.
Under previous GAAP, such investments were carried at cost or lower of cost and market value. Under Ind AS, these investments are classified as financial assets and are measured at fair value at
the date of transition, i.e. 1 April 2022.
The Company has designated these investments as fair value through profit or loss (FVTPL) / fair value through other comprehensive income (FVOCI) based on management’s business model
and contractual cash flow characteristics.
Impact of Ind AS adjustment
As at As at
Balance sheet
31 March 2023 1 April 2022
Investments in Gold & Mutual Funds 2.46 0.02
Other equity- Retained Earnings ( 2.46) ( 0.02)
For the year
Statement of profit and loss ended
31 March 2023
Fair value gain / (loss) on mutual fund Investments & Gold 2.44
(v) Deferred tax
IndianGAAPrequiresdeferredtaxaccountingusingtheincomestatementapproach,whichfocusesondifferencesbetweentaxableprofitsandaccountingprofitsfortheyear.IndAS12requires
entitiestoaccountfordeferredtaxesusingthebalancesheetapproach,whichfocusesontemporarydifferencesbetweenthecarryingamountofanassetorliabilityinthebalancesheetanditstax
base.TheapplicationofIndAS12approachhasresultedinrecognitionofdeferredtaxonnewtemporarydifferenceswhichwasnotrequiredunderIndianGAAP.Inaddition,thevarious
transitionaladjustmentsleadtotemporarydifferences.Accordingtotheaccountingpolicies,theCompanyhastoaccountforsuchdifferences.Deferredtaxadjustmentsarerecognisedin
correlation to the underlying transaction either in retained earnings or a separate component of equity.
As at As at
Balance sheet
31 March 2023 1 April 2022
Deferred tax assets/liabilities(net) 152.50 1 60.39
Other Equity ( 152.50) (160.39)
For the year
Statement of profit and loss ended
31 March 2023
Deferred tax expense-P&L 1 7.75
Deferred tax expense-OCI 14.48
(vi) Expected Credit Loss (ECL) recoginition on Trade Recevables
On transition to Ind AS in accordance with Indian Accounting Standard (Ind AS) 101, the Company has applied the impairment requirements of Indian Accounting Standard (Ind AS) 109 to its
trade receivables.
Under previous GAAP, impairment of trade receivables was recognised based on an incurred loss model. Under Ind AS 109, impairment is recognised based on the Expected Credit Loss (ECL)
model, which requires recognition of credit losses at the time of initial recognition of the receivable.
Methodology and Key Assumptions
ECL has been computed using a provision matrix based on historical default rates
Historical loss rates have been adjusted for forward-looking information including macro-economic factors
Trade receivables have been grouped based on similar credit risk characteristics such as customer type, geography and ageing profile.
Impact of Ind AS adjustment
As at As at
Balance sheet
31 March 2023 1 April 2022
Trade Receivables ( 49.41) (57.96)
Other equity- Retained Earnings 49.41 57.96
For the year
Statement of profit and loss ended
31 March 2023
Other Expense - Provision for Doubtful debt ( 9.79)
389Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
(vii) Remeasurements of post employment benefit plans
Under Ind AS, remeasurements i.e. actuarial gains or losses on the net defined liability are recognised in other comprehensive income instead of statement of profit and loss. Under the previous
As at As at
Balance sheet
31 March 2023 1 April 2022
Other Equity (Retained earnings) 57.66 (18.67)
Other Equity (Other comprehensive income) ( 57.54) 18.67
Provision for Gratuity 0 .13 -
For the year
Statement of profit and loss ended
31 March 2023
Employee benefits expense (57.66)
Other comprehensive income/ (loss)- Acturial Gain/ Loss on Defined Benefit Plans 5 7.54
(viii)Statement of cash flows
The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows. There were no significant reconciling items between cash flows prepared under Indian
390Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
36. CONTINGENT LIABILITIES & COMMITMENTS
(a) Contingent liabilities not provided for in respect of:
For the year ended
Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
i. Guarantees issued 16,649.93 1 6,649.93 1 7,022.91 1 5,893.44 -
ii. Performance guarantee 407.67 888.23 329.65 200.64 -
iii. Demand by Tax / other statutory authorities/ Tax dispute 95.66 95.33 - - -
(a) Guarantee issued
For the year ended
Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
-In favour of M/s Pancarbo Greenfuels Private Limited. Jointly with M/s Punjab Fusion Pvt Ltd. And Punjab Carbonic Limited 14,892.00 1 4,892.00 1 5,265.00 1 5,893.44 -
-In favour of Punjab Carbonic Limited by M/s Punjab Fusion Pvt Ltd. 1,058.30 1,058.30 1,058.30 - -
-In favour of M/s Punjab Fusion Pvt Ltd by Punjab Carbonic Limited 699.63 699.63 699.61 - -
(b) Performance Guarantee
For the year ended
Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Performance guarantee 407.67 888.23 329.65 200.64 -
(c) Forum where tax disputes are pending are summarised below
Period which amount relate For the year ended
Nature of statute Nature of dues Forum where dispute pending
(Financial Year) September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Excise and Taxation Officer,Faridabad
-CST-The Central Sales Tax Act, 1956 Indirect Tax 2015-16 & 2016-17 (Q1)
Haryana - 46.86 - - -
Excise and Taxation Officer,Faridabad
-Goods & service tax Act 2017 Indirect Tax JULY 2017-MAR 2018
Haryana 48.47 48.47 - - -
The VAT Act, 2005 Indirect Tax 2016-17 & 2017-18 Supreme Court of India 47.19 - - - -
(b) CAPITAL AND OTHER COMMITMENTS
i) Estimated number of contracts remaining to be executed on capital account and not provided for (net of advances) ₹ Nil
ii) The Company has undertaken to provide continued financial support to its certain subsidiaries as and when required.
37. LEASES
The Company has evaluated all its lease arrangements in accordance with Ind AS 116, Leases, and has elected to apply the recognition exemptions available for short-term leases (i.e., leases with a lease term of 12 months or less) and leases of low-value assets.
Accordingly, the Company has not recognised any Right-to-use (ROU) assets or corresponding lease liabilities in respect of such leases.
During the year, the Company has recognised lease expense amounting to ₹ 50.52 Lakhs
38. EARNINGS IN FOREIGN CURRENCY
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Export of Goods calculated on FOB basis - 96.87 246.08 300.30 137.19
Total - 96.87 246.08 300.30 137.19
391Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
39. EXPENDITURE MADE IN FOREIGN CURRENCIES
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Professional and Consultation Fees 15.30 26.92 83.91 20.93 46.86
Total 15.30 26.92 83.91 20.93 46.86
40. DISCLOSURE UNDER THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT,2006 (“MSMED Act, 2006”) AS BELOW:
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
i. The amounts remaining unpaid to micro and small suppliers as at the end of the year:
-Principal 466.61 258.08 34.98 29.61
-Interest 23.69 20.04 15.57 15.15
ii. The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and medium Enterprises Development Act,2006, along with the amount of the payment made to the - -
supplier beyond the appointed day during each accounting year. - -
iii. the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointment day during the year) but without adding interest - -
specified under MSMED Act, 2006. - -
iv.The amount of payments made to micro and small suppliers beyond the appointed day during each accounting 319.10 235.56
year. 6.88 29.61
v. the amount of interest accrued and remaining unpaid at the end of each accounting year: and 3.65 18.15 0.42 6.04
vi. the amount of further interest remaining due and payable even in succeeding years, until such date when the interest dues as above are actually paid to the small enterprises, for the purpose 20.04 1.89 15.15 9.11
of disallowance as a deductible expenditure under Section 23.
Interest amounting to Rs. 8.17 Lakhs pertaining to earlier years has been waived off by the vendors of PCPL and the same has been added back to the statement of profit & loss.
Interest amounting to Rs. 5.50 Lakhs pertaining to earlier years has been waived off by the vendors of PFPL and the same has been added back to the statement of Profit & loss.
41. All loans, guarantees, investments and securities as disclosed in respective notes are provided for business purposes.
In the opinion of the Board of Directors, current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all known/expected liabilities have been made.
42
43. Disclosure required under section 186(4) of the Companies Act, 2013:
Name of the Party Details Purpose September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Punjab Oxygen Private Limited Loans/ Advances given Refer Note (a) 6.00 140.60 327.45 257.45
Note:
(a)Purpose: For business purpose
44. Loans and Advances given to Related Parties & KMP:
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Type of Borrower
Amount outstanding % of Total Amount outstanding % of Total Amount outstanding % of Total Amount outstanding % of Total
KMP's 62.18 8% 58.11 6% 54.31 7% 50.75 10%
Related Parties 699.25 92% 887.27 94% 755.20 93% 472.64 90%
Total 761.43 100% 945.38 100% 809.51 100% 523.39 100%
The Company has complied with the provisions of Section 185 and Section 186 of the Companies Act, 2013 in respect of loans given, guarantees provided, securities given and investments made, wherever applicable.
392Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
45. Loan's which are oustanding in the books but the ROC charge is not registered.:
Bank Name Company Sanctioned Loan Loan O/s as on 30-09-2025
21.70 8.02
ICICI BANK PB03BF-1917 Punjab Fusion Private Limited
Total 21.70 8.02
46. Reconciliation between Current Assets as per Quarterly statement filed with Bank and Current Asset as per Books of Account:
Details related to borrowings secured against current assets
The company has given current asset as security for borrowings obtained from banks. The company duly submitted the required information with the bank on regular basis and the required reconciliation is presented below:
Amount as reported in the Reason for material
Quarter Particulars of Securities provided Amount as per books of account Amount of difference
quarterly statement discrepancies
For the period ended September 30th 2025
June-2025 Stock, Debtors, & Creditors 1 ,272.68 1,493.35 220.67 Refer note(a) below
September-2025 Stock, Debtors, & Creditors 3 ,027.03 3,656.52 629.49 Refer note(a) below
For the period ended March 31st 2025
June-2024 Stock, Debtors, & Creditors 2 ,266.42 3,117.68 851.26 Refer note(a) below
September-2024 Stock, Debtors, & Creditors 1 ,865.64 2,400.42 534.78 Refer note(a) below
December-2024 Stock, Debtors, & Creditors 1 ,857.25 2,406.20 548.95 Refer note(a) below
March-2025 Stock, Debtors, & Creditors 1 ,993.38 2,578.45 585.07 Refer note(a) below
For the period ended March 31st 2024
June-2023 Stock, Debtors, & Creditors 1 ,729.91 2,131.26 401.35 Refer note(a) below
September-2023 Stock, Debtors, & Creditors 8 1.11 517.41 436.30 Refer note(a) below
December-2023 Stock, Debtors, & Creditors 2 2.38 660.31 637.93 Refer note(a) below
March-2024 Stock, Debtors, & Creditors 1 02.21 664.17 561.96 Refer note(a) below
For the period ended March 31st 2023
June-2022 Stock, Debtors, & Creditors 1 71.09 402.44 231.35 Refer note(a) below
September-2022 Stock, Debtors, & Creditors 1 81.17 384.75 203.58 Refer note(a) below
December-2022 Stock, Debtors, & Creditors 2 25.75 381.85 156.10 Refer note(a) below
March-2023 Stock, Debtors, & Creditors 2 15.09 391.70 176.61 Refer note(a) below
Notes:
(a)The Variation is due to submission of the statement to the banks before the financial statement closure process
47. Value of imported and indigenous raw materials, spare parts and components consumed
As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars Total Amount Total Amount Total Amount Total Amount
Amount % Amount % Amount % Amount %
Raw Materials
- Imported - - - - - - - -
- Indigenous 18,081.92 100% 33,912.09 100% 7,155.30 100% 4,620.37 100%
Spare parts and components -
- Imported - - - - - - - -
- Indigenous 82.58 100% 2 01.80 100% 77.17 100% 96.56 100%
48. Derivative financial Assets / liabilities
The Company has availed a foreign currency term loan from State Bank of India. The outstanding balance as at 30 September 2025 is USD 14.44 Lakhs ( USD as on 31.3.2025 31.92 Lakhs). The loan carries interest at 9.30% per annum and is repayable on demand. The loan is secured by properties refered in Note no.16(a).
As at the reporting date, the Company has outstanding forward exchange contracts entered into for hedging foreign currency borrowings. These derivative instruments are measured at fair value through profit or loss (FVTPL). The fair value of such contracts amounting to Rs. 23.71 Lakhs (as on 31.3.2025 (44.00) Lakhs) and
has been recognised as Derivative financial assets / (Derivative financial liabilities) in the Balance Sheet.
(cid:9)(cid:9)
The net gain / (loss) arising from fair valuation of forward exchange contracts amounting to ₹ 67.71 Lakhs (as on 31.03.2025(44.00)Lakhs) has been recognised in the Statement of Profit and Loss under Other income / Other expenses.
393Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
49 .Corporate social responsibility (CSR) expenditure
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility
Particulars Stub Period 31st March 2025 31st March 2024 31st March 2023
a) The gross amount required to be spent by the company on the corporate social responsibility
(CSR) activities during the year as per the provisions of Section 135 of the Companies Act, 27.00 7.90 2.50 -
2013 (refer note below)
b) Amount approved by the board to be spent during the period or year 27.00 7.90 2.50 -
Yet to be Yet to be Yet to be Yet to be
c) Amount spent during the period or year In cash paid in Total In cash paid in Total In cash paid in Total In cash paid in Total
cash cash cash cash
i) Construction/acquisition of asset - - - - - - - - - - - -
ii) On purposes other than (i) above - 27.00 2 7.00 10.40 - 1 0.40 - 2.50 2 .50 - - -
d) reason for shortfall Not applicable Not applicable
Detailsofrelatedpartytransactions,e.g.,contributiontoatrustcontrolledbythecompanyin
e) Not applicable Not applicable Not applicable Not applicable
relation to CSR expenditure as per Ind AS 24, Related Party Disclosures.
whereaprovisionismadewithrespecttoaliabilityincurredbyenteringintoacontractual
f) Not applicable Not applicable Not applicable Not applicable
obligation, the movements in the provision during the period shall be shown separately.
For promoting education among For promoting education among For promoting education among
g) The areas for CSR activities are in accordance with Schedule VII
underprivileged children underprivileged children underprivileged children
g) Details of CSR expenditure under section 135(5) of the Act in respect of other than ongoing projects :
Particulars Amount
Balance as at April 01, 2025 -
Amount deposited in a specified fund of schedule VII of the Act within 6 months -
Amount required to be spent during the period 27.00
Amount spent during the period -
Balance unspent as at September 30, 2025 # 2 7.00
# The CSR liability appearing as at September 30, 2025 represents the obligation pertaining to the full financial year ending March 31, 2026.
As the current reporting period covers six months ended September 30, 2025, the CSR amount remains unspent as of the reporting date.The Company intends to incur the required CSR expenditure on or before March 31, 2026, in
compliance with the provisions of Section 135 of the Companies Act, 2013.
Accordingly, the balance is disclosed as “Unspent CSR Amount” as at September 30, 2025, and does not represent any non-compliance or delay in meeting statutory requirements.
Particulars Amount
Balance as at April 01, 2024 2.50
Amount deposited in a specified fund of schedule VII of the Act within 6 months -
Amount required to be spent during the year 7.90
Amount spent during the year 1 0.40
Balance unspent as at March 31, 2025 -
Particulars Amount
Balance as at April 01, 2023 -
Amount deposited in a specified fund of schedule VII of the Act within 6 months -
Amount required to be spent during the year 2.50
Amount spent during the year -
Balance unspent as at March 31, 2024 2 .50
Particulars Amount
Balance as at April 01, 2022 -
Amount deposited in a specified fund of schedule VII of the Act within 6 months -
Amount required to be spent during the year -
Amount spent during the year -
Balance unspent as at March 31, 2023 -
394Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
50. FINANCIAL INSTRUMENTS
(a) Financial instruments by category
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Financial assets
i. FVTOCI
Investments in equity share instruments - - - - -
ii. FVTPL
Investments in mutual fund 356.94 2 92.56 4 7.53 14.25 1.02
Derivative financial assets 23.71
iii. Amortized cost
Investments in equity share instruments - - - - -
Investments in Bonds/Debentures
Investments in Gold 79.32 6 1.74 4 6.44 40.76 -
Trade receivables 4,307.43 5 ,021.39 3 ,549.36 1,960.77 1,187.02
Loans 779.89 9 62.63 8 25.63 536.46 267.37
Cash and cash equivalents 500.19 6 8.40 1 20.96 69.47 173.44
Other bank balances 0.44 0 .68 7 .77 40.19 72.17
Other financial assets 1,246.83 1 ,129.37 4 06.99 167.76 109.20
Total financial assets 7,294.75 7 ,536.77 5 ,004.68 2,829.66 1,810.22
i. FVTPL
Derivative financial Liabilities - 4 4.00 - - -
ii. Amortized Cost
Financial liabilities
Borrowings 15,658.91 1 6,897.69 1 6,106.20 7,741.12 2,334.02
Lease liabilities 18.49 1 6.25 1 6.98 3.88 1.19
Trade payables 3,847.18 4 ,232.27 3 ,711.60 1,245.45 810.10
Other financial liabilities 752.07 1 ,191.50 1 ,624.67 548.96 434.69
Total financial liabilities 20,276.65 2 2,381.71 2 1,459.45 9,539.41 3,580.00
(b) Fair value hierarchy
Financial instruments are classified into three levels in order to provide an indication about the reliability of the inputs used in determining the fair values.
The categories used are as follows:
Level 1: Where fair value is based on quoted prices from active market.
Level 2: Where fair value is based on significant direct or indirect observable market inputs.
Level 3: Where fair value is based on one or more significant input that is not based on observable market data.
Particulars Level 1 Level 2 Level 3 Total
As at September 30, 2025
Investments in equity share instruments - - - -
Investments in mutual fund 356.94 - - 3 56.94
Investments in Gold 79.32 - - 7 9.32
Derivative financial assets - 23.71 - 2 3.71
4 36.26 2 3.71 - 4 59.97
As at March 31, 2025
Investments in equity share instruments - - - -
Investments in mutual fund 292.56 - - 2 92.56
Investments in Gold 61.74 - - 6 1.74
3 54.30 - - 3 54.30
As at March 31, 2024
Investments in equity share instruments - - - -
Investments in mutual fund 47.53 - - 4 7.53
Investments in Gold 46.44 - - 4 6.44
9 3.97 - - 9 3.97
As at March 31, 2023
Investments in equity share instruments - - - -
Investments in mutual fund 14.25 - - 1 4.25
Investments in Gold 40.76 - - 4 0.76
5 5.01 - - 5 5.01
There are no transfers between any levels during the year.
(c) Fair value of financial instruments measured at amortized cost :
The carrying amounts of the financial instruments measured at amortized cost, disclosed in note (a) above, approximate to their fair values. Accordingly, the fair values of such instruments have not been
disclosed separately.
(d) Valuation techniques and processes used to determine fair value :
Fair value of quoted investments is based on the quotation as at the reporting date.
395Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
51. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
The Company’s principal financial instruments are as follows:
Financial assets: Investments, Cash and bank balance, Loans, Trade and other receivables
Financial liabilities: Borrowings, Trade and other payables.
A. Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company’s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and
financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
A.1. Trade and Other Receivables
Trade receivables are contractual amounts due from these customers for after works completion. Trade receivables are non-interest bearing and are generally on 30 to 45 days credit, depending upon
contractual terms. The management evaluates the outstanding receivables on a periodic basis and provides for the impairment loss based on the established policy.
The Company follows a ‘simplified approach’ (i.e. based on lifetime ECL) for recognition of impairment loss allowance on its trade receivables. For the purpose of measuring lifetime ECL allowance
for trade receivables, the Company estimates irrecoverable amounts based on the ageing of the receivable balances, clubbed with, historical experience with the customer and/or the industry in which the
customer operates and assessment of litigation, if applicable. Receivables are written off when they are no more deemed collectible.
Though the Company executes projects with repeat customers but there is no significant customer level concentration of the credit risk as at any of the reported periods. Further, there is no concentrated
risk based on the location where the Company operates.
A.2. Other financial assets
Loans and receivable from related parties are periodically reviewed by the management in conjunction with the re-measured fair values of the Company’s investments in those parties. Where the carrying
amount of any receivable exceeds the re-measured fair value of investment, an impairment loss, to that extent, is provided for in the financial statements.
Cash and bank balances are managed by the Company’s treasury department. Concentration risk is constantly monitored to mitigate financial loss.
396Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
A.3. Credit exposure
The Company provides for 12 month expected credit losses for following financial assets:
Estimated gross % of Expected credit Expected credit Net Carrying
Particulars
carrying loss losses amount
As at September 30, 2025
Investments 436.26 - - 436.26
Derivative financial assets 23.71 - - 23.71
Trade receivables 4,463.11 3.49% 1 55.68 4,307.43
Loans 779.89 - - 779.89
Cash and cash equivalents 500.19 - - 500.19
Other bank balances 0.44 - - 0.44
Other financial assets 1,246.83 - - 1,246.83
Total 7,450.43 3.49% 1 55.68 7 ,294.75
As at March 31, 2025
Investments 354.30 - - 3 54.30
Trade receivables 5,148.52 2.47% 1 27.13 5 ,021.39
Loans 962.63 - - 9 62.63
Cash and cash equivalents 68.40 - - 6 8.40
Other bank balances 0.68 - - 0 .68
Other financial assets 1,129.37 - - 1 ,129.37
Total 7,663.90 2.47% 1 27.13 7 ,536.77
As at March 31, 2024
Investments 93.97 - - 9 3.97
Trade receivables 3,626.30 2.12% 7 6.94 3 ,549.36
Loans 825.63 - - 8 25.63
Cash and cash equivalents 120.96 - - 1 20.96
Other bank balances 7.77 - - 7 .77
Other financial assets 406.99 - - 4 06.99
Total 5,081.62 2.12% 7 6.94 5 ,004.68
As at March 31, 2023
Investments 55.01 - - 5 5.01
Trade receivables 2,028.61 3.34% 6 7.84 1 ,960.77
Loans 536.46 - - 5 36.46
Cash and cash equivalents 69.47 - - 6 9.47
Other bank balances 40.19 - - 4 0.19
Other financial assets 167.76 - - 1 67.76
Total 2,897.50 3.34% 6 7.84 2 ,829.66
B. Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to maintain
optimum levels of liquidity to meet its cash and collateral requirements, both immediate and long-term. The finance needs are monitored and managed by the Company’s treasury department, in
consultation with the project teams and management. The Company takes support from its secured lenders to finance and support the Company’s operations.
Maturities of financial liabilities
The tables below analyse the financial liabilities into relevant maturity pattern based on their contractual maturities.
Particulars Less than 1 Year 1 - 5 years >5 years Total
As at September 30, 2025
Lease Liabilities 1.98 8.50 8.01 1 8.49
Derivative financial Liabilities - - - -
Long term & Short term borrowings 6,197.75 9,461.16 - 1 5,658.91 -
Trade Payables 3,847.18 - - 3 ,847.18
Other Financial Liabilities 752.07 - - 7 52.07
Total 10,798.98 9,469.66 8 .01 2 0,276.65
As at March 31, 2025
Lease Liabilities 0.80 5.98 9.47 1 6.25
Derivative financial Liabilities 44.00 4 4.00
Long term & Short term borrowings 6,539.06 8,720.02 1,638.61 1 6,897.69 -
Trade Payables 4,232.27 - 4 ,232.27
Other Financial Liabilities 1,191.50 - 1 ,191.50
Total 12,007.63 8,726.00 1 ,648.08 2 2,381.71
As at March 31, 2024
Lease Liabilities 0.73 4.70 1 1.55 1 6.98
Derivative financial Liabilities - - - -
Long term & Short term borrowings 5,589.46 7,090.56 3 ,426.18 1 6,106.20 -
Trade Payables 3,711.60 - - 3 ,711.60
Other Financial Liabilities 1,624.67 - - 1 ,624.67
Total 10,926.46 7,095.26 3 ,437.73 2 1,459.45
As at March 31, 2023
Lease Liabilities 0.75 1.65 1 .48 3 .88
Derivative financial Liabilities - - - -
Long term & Short term borrowings 2,034.05 841.69 4 ,865.38 7 ,741.12 -
Trade Payables 1,245.45 - - 1 ,245.45
Other Financial Liabilities 548.96 - - 5 48.96
Total 3,829.21 843.34 4 ,866.86 9 ,539.41
397Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
C. Market risk
C.1. Interest Rate risk
The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. The Company is exposed to changes in market interest rates through bank borrowings at variable
interest rates. Other borrowings are at fixed interest rates.
Company’s exposure to interest rate risk on borrowings is as follows:
As at year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Variable rate 13,963.71 1 5,063.37 1 5,097.72 7,177.09 1,735.60
Fixed rate 1,695.20 1 ,834.32 1 ,008.48 564.03 598.41
Total: 15,658.91 1 6,897.69 1 6,106.20 7,741.12 2,334.01
The following table illustrates the sensitivity of profit and equity to a possible change in interest rates of ± 1% (March 31, 2024: ± 1%). These changes are
considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest
rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.
Profit for the year If - Loss for the year if +
Particulars
1% 1%
As at September 30, 2025 1 39.64 -139.64
As at March 31, 2025 1 50.63 -150.63
As at March 31, 2024 1 50.98 -150.98
As at March 31, 2023 7 1.77 -71.77
The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
C.2. Other price risk
Company’s exposure to equity securities price risk arises from quoted investments held and classified in the balance sheet as fair value through OCI. Company’s exposure is insignificant, since
Company’s investment in such securities is immaterial.
52. CAPITAL MANAGEMENT
The Company’s capital management objectives are to ensure the Company’s ability to continue as a going concern as well as to provide an adequate return to shareholders by pricing products and
services commensurately with the level of risk.
The Company monitors capital on the basis of the carrying amount of equity plus its subordinated loan, less cash and cash equivalents as presented on the face of the statement of financial position.
The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust
the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The amounts managed as capital by the Company are
summarised as follows:
For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Borrowings
Long term borrowings 9,461.17 1 0,358.64 1 0,516.73 5,707.07 966.63
Short term borrowings 6,197.74 6 ,539.05 5 ,589.46 2,034.05 1,367.39
Less: Cash and cash equivalents (500.19) (68.40) (120.96) (69.47) (173.44)
Net debt 15,158.72 1 6,829.29 1 5,985.23 7,671.65 2,160.58
Equity 6,587.10 4 ,750.11 3 ,717.05 3,102.05 2,539.97
Gearing ratio (%) 230% 354% 430% 247% 85%
53. SOCIAL SECURITY CODE
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been
published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The Group will assess the
impact of the Code when it come into effect and will record any related impact in the period the Code becomes effective. Based on a preliminary assessment, the Group believes the impact of the change
will not be significant.
54. EVENTS AFTER THE REPORTING PERIOD
The Company evaluates events and transactions that occur subsequent to the Balance Sheet date prior to the approval of the financial statemants to determine the necessity for reporting of any of these
events and transactions in the financial Statements.
The Holding Company has been converted from Private Limited Company to a Public Limited Company pursuant to resolution of shareholders passed at the Extra Ordinary General Meeting dated
December 04, 2025. A fresh certificate of incorporation with the name "PUNJAB CARBONIC LIMITED" was issued by the Registrar of Companies (ROC) on January 06, 2026. The provisions of
Companies Act, 2013 as relevant to the public limited company has been effective from the date of approval by ROC i.e. January 06, 2026.
398Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
Notes to Restated Consolidated Financial Information
(All amount in Rs. lakhs, unless otherwise stated)
55.Restatement adjustments
A. Reconciliations between the Restated Consolidated financial information and Consolidated audited financial statements of the Group:
1. Reconciliation of total equity as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars As at As at As at As at
September 30, 2025* March 31, 2025 March 31, 2024 March 31, 2023
Total equity as per audited Consolidated Financial Statements 4,745.57 3,078.80 844.97 448.06
Adjustments:
(i) Expected credit losses on Trade receivables (72.16) (43.60) 6.59 15.68
(ii) Impact of IND AS 115 - - - -
(iii) Remeasurement of Employee Benefit obligation 33.73 41.29 68.40 57.66
(iv) Recognition of ROU assets & lease liabilities 8.47 5.79 3.34 1.02
(v) Deferred Tax 60.13 (118.50) (119.79) (17.75)
(vi) CSR expense - - (2.50) -
(vii) Depreciation 345.02 338.16 308.56 122.70
(viii) Processing fee amortisation (26.69) (16.53) 1.59 -
(ix) Fair valuation changes 75.69 32.72 17.40 2.44
(x) Derivative valuation & Foreign exchange loss 23.71 (77.99) - -
(xi) Profit or loss on sale of FA (1.94) (1.71) (0.41) (1.58)
(xii) Interest on lease liabilities (4.32) (3.38) (1.66) (0.26)
(xiii) Profit of subsidiary in common control 709.67 709.67 452.67 177.29
(xiv) Change in classification of inventory to PPE (intercompany) 9.95 9.95 - -
(xv) Other miscellenous (7.28) (7.37) (7.37) (7.07)
(xvi) Revaluation reserve due to revaluation of PPE 1,673.23 1,700.76 1,775.72 1,886.81
(xvii) Impact of transition 2 1.44 2 1.44 2 1.44 2 1.44
(xviii) Changes due to common control & non controlling interest (1,204.00) (1,108.76) 1 65.10 2 15.96
Total 6,390.22 4,560.72 3,534.04 2,922.41
Other comprehensive income
Re-measurement loss on defined benefit plans (net of tax) (11.85) (19.34) (25.72) (29.09)
Total equity as per Restated Consolidated Financial Information 6,378.37 4,541.38 3,508.32 2,893.32
- 0 .00 0 .00 (0.00)
2. Reconciliation of total comprehensive income for the period/year ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023
Particulars For the six months
For the year ended For the year ended For the year ended
period ended
March 31, 2025 March 31, 2024 March 31, 2023
September 30, 2025*
Profit after tax as per audited Consolidated Financial Statements of respective years 2,332.81 2 ,480.47 257.98 378.43
Adjustments:
(i) Expected credit losses on Trade receivables (28.55) (50.19) (9.10) 1 5.68
(ii) Impact of IND AS 115 - - - -
(iii) Remeasurement of Employee Benefit obligation (7.55) (27.12) 1 0.74 5 7.66
(iv) Recognition of ROU assets & lease liabilities 2 .68 2 .45 2 .32 1 .02
(v) Deferred Tax 1 78.62 1 .29 (102.04) (17.75)
(vi) CSR expense - 2 .50 (2.50) -
(vii) Depreciation 6 .87 2 9.60 1 85.85 1 22.70
(viii) Processing fee amortisation (10.16) (18.12) 1 .59 -
(ix) Fair valuation changes 4 2.97 1 5.32 1 4.96 2 .44
(x) Derivative valuation & Foreign exchange loss 1 01.70 (77.99) - -
(xi) Profit or loss on sale of FA (0.22) (1.31) 1 .17 (1.58)
(xii) Interest on lease liabilities (0.94) (1.72) (1.40) (0.26)
(xiii) Profit of subsidiary in common control - 2 57.00 2 75.38 1 77.29
(xiv) Change in classification of inventory to PPE (intercompany) - 9 .95 - -
(xv) Other miscellenous 0 .30 (0.70) (0.38) (7.21)
Total 2 ,618.52 2 ,621.44 6 34.57 7 28.43
Profit for the year after tax as per Restated Consolidated financials 2 ,618.52 2 ,621.44 6 34.57 7 28.43
* The Group has restated its financial statements from Indian GAAP (AS) to Ind AS for the year ended March 31, 2025, 2024, and 2023 to comply with the SEBI (ICDR)
Regulations 2018. For the stub period ended September 30, 2025, the financial statements have been prepared only under Ind AS; hence, no reconciliation with previous Indian
GAAP (AS) is required. - -0.00 -0.00 0.00
399Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
Notes to Restated Consolidated Financial Information
(All amount in Rs. lakhs, unless otherwise stated)
Explanatory notes to the transaction from previous GAAP to Ind AS:
1. Expected credit losses on Trade receivables —
Under previous GAAP, provisioning for doubtful debts was often based on incurred loss model (specific identification or ageing-based). Ind AS 109 requires an expected credit loss (ECL) model, which is
forward-looking and recognizes impairment earlier (even if no loss event has occurred).
2. Re-measurement of Employee Benefit obligation —
Previous GAAP (AS 15) recognized actuarial gains/losses differently (often through P&L ). Ind AS 19 requires all remeasurements (actuarial gains/losses) on defined benefit plans to be recognized immediately
in Other Comprehensive Income (OCI), not P&L.
3. Recognition of ROU assets & lease liabilities — Ind AS 116 (Leases) requires recognition of Right-to-use (ROU) assets and corresponding lease liabilities for most leases (operating leases under previous
GAAP were off-balance sheet).
4. Deferred Tax —
Arises from temporary differences due to all other Ind AS adjustments (e.g., ECL, depreciation, fair value, leases, etc.). Ind AS 12 requires recognition of deferred tax assets/liabilities on these differences
(using balance sheet approach). The sign flips depending on net taxable/deductible differences created by Ind AS restatement.
5. CSR Expense —
Earlier in GAAP, CSR expense for the year 23-24 was recorded and paid in FY 24-25. On restating, CSR expense was booked in their respective years leading to changes in the earnings & equity for the same
year.
6. Depreciation —
Up to FY 2023-24, under previous GAAP, the Group was following the Written Down Value (WDV) method for depreciation of Property, Plant and Equipment (PPE).
During FY 2024-25, pursuant to the acquisition of a subsidiary that was using the Straight Line Method (SLM) for depreciation, the Holding Company undertook a comprehensive reassessment of the entire
PPE of the Group. This included re-evaluation of the useful lives in accordance with Schedule II of the Companies Act, 2013, reassessment of the appropriate category of assets, and benchmarking with peer
practices. Based on this assessment, the Group changed its depreciation method from WDV to the Straight Line Method (SLM) and applied the useful lives prescribed under Schedule II uniformly across the
Group. The change was made to ensure consistency in accounting treatment across the group and to better reflect the pattern of consumption of economic benefits from the assets.
While preparing the restated financial information under Ind AS, component accounting was applied as required by Ind AS 16 Property, Plant and Equipment. Significant components of PPE having materially
different useful lives were identified and depreciated separately and the same was accounted accordingly.
7. Processing fee amortisation —
Previous GAAP may have expensed/ capitalised loan processing fees upfront or differently. Ind AS 109 requires effective interest method amortization of transaction costs over the loan term, leading to
deferred recognition and adjustment.
8. Fair valuation changes —
Ind AS requires certain financial assets/liabilities (e.g., investments in Mutual funds & Gold) at fair value through profit or loss (FVTPL) or OCI. Previous GAAP often used cost/historical carrying value. This
captures unrealized fair value movements.
9. Derivative valuation & Foreign exchange loss —
Ind AS 109 requires derivatives at fair value (with changes in P&L or OCI). Previous GAAP often used hedge accounting or cost basis. Also includes restatement of foreign currency monetary items or forward
contracts.
10. Profit or loss on sale of FA —
Reflects correction of gain/loss on disposal of fixed assets due to different carrying amounts after Ind AS adjustments (e.g., revised depreciation or deemed cost).
11. Interest on lease liabilities —
Ind AS 116 requires finance cost on lease liability (unwinding of discount). Previous GAAP treated operating leases as rent expense (no interest component). This reclassifies part of expense to finance cost.
12. Profit of subsidiary in common control —
Under previous GAAP, common control business combinations were often at book value. Ind AS 103 (Appendix C) require/present pooling of interests or retrospective restatement. This appears to reflect
recognition/restatement of accumulated profits of subsidiaries under common control (likely pooling of interests method applied retrospectively, bringing in pre-acquisition reserves/profits).
13. Change in classification of inventory to PPE (intercompany) —
Previous GAAP may have classified certain items as inventory. On restating inventory was correctly classified into PPE.
14. Revaluation reserve due to revaluation of PPE —
Ind AS 16 allows the revaluation model (fair value) for PPE. On first-time adoption (Ind AS 101), companies often elect fair value as deemed cost (optional exemption under para D5/D7AA). The large
positive adjustment reflects recognition of a revaluation surplus (fair value uplift over depreciated cost) in OCI/revaluation reserve, significantly increasing equity.
400Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
56. RATIO ANALYSIS
Variance Variance Reasons for Variances Reasons for Variances
Particulars Numerator Denominator September 30, 2025* March 31, 2025 March 31, 2024 March 31, 2023
2024-25 2023-24 (24-25) (23-24)
Current ratio (in times) Total current assets (i) Total current liabilities (ii) 0.72 0.71 0.74 0.73 -5% 2%NA NA
Debt-Equity ratio Debt Consists Long Term & Short term Due to significant increase in debt of the
Shareholder's Equity (iv) 2.38 3.56 4.33 2.50 -18% 74%NA
(in times) Borrowing (iii) entity
Debt service coverage Due to significant increase in repayments of
Earnings available for Debt service (v) Debt service (vi) 1.70 1.68 2.25 1.90 -25% 18% NA
ratio (in times) loans
Return on equity ratio Profit for the year less Preference dividend (if Significant increase in the earings of the
Average total equity (viii) 32.74% 55.37% 21.20% 26.10% 161% -19% NA
(in %) any) (vii) company
Inventory turnover Due to significant increase in revenue from Due to increase in average inventory of the
Revenue from Operations (ix) Average inventory (x) 13.93 26.04 14.37 104.60 81% -86%
ratio (in times) operations year
Trade receivables Due to higher revenue from operations and
turnover ratio (in Revenue from Operations (ix) Average trade receivables (xi) 5.99 11.39 4.96 7.01 130% -29%improved collection efficiency from Due to increase in average trade receivables
times) customers.
Trade payables
Due to significant increase in purchases and
turnover ratio (in Purchases (xii) Average trade payables (xiii) 4.66 8.67 3.12 4.42 177% -29% Due to increase in average trade payables
faster payments to suppliers
times)
Net capital turnover Due to higher revenue generated relative to Due to increase in current liabilities over
Revenue from Operations (ix) Average Working capital (xiv) (7.50) (13.64) (6.05) (9.47) 125% -36%
ratio (in times) working capital employed. current assets
Net profit ratio (in %) Net Profit after Tax (xv) Revenue from operations (ix) 9.37% 5.37% 4.65% 6.60% 16% -30%NA Due to higher operating expenses
Due to improved earnings before interest
Return on capital
Earning before Interest and Tax (xvi) Average Capital Employed (xvii) 14.62% 19.44% 9.24% 14.13% 110% -35%and tax and better utilization of capital Due to higher operating expenses
employed (in %)
employed.
Return on investment Fair value gain / (loss) on mutual fund Due to lower fair value gains on investments Due to higher returns from investments and
Average Investments 10.87% 6.84% 20.08% 8.71% -66% 130%
(in %) investments & Gold during the year. favorable market conditions.
*Note : Ratios are computed based on financial results for a period of six months only. Accordingly, these ratios are not comparable with ratios derived from full-year financial figures.
Definition:
i. Current Assets= Inventories+ Trade Receivable + Cash & Cash Equivalents + Other Bank balances+ Derivative financials assets+ Other Current Assets + Other Current financial assets
ii. Current Liability= Short term borrowings + Trade Payables + Lease liabilities+ Derivative financial liability+ Other Current financial Liability+ Provisions + Other Current Liability+ current tax liabilities
iii. Debt= long term borrowing and current maturities of long-term borrowings + short term borrowings
iv Shareholder's Equity= Equity share capital + Other equity
v. Earning for Debt Service =Net Profit before taxes + Non-cash operating expenses like depreciation and other amortizations + Interest cost + other adjustments like loss on sale of Fixed assets etc.
vi. Debt Service = Interest & Lease Payments + Principal Repayments
vii. Profit for the year attributable to the equity shareholders less preference divident (if any)
viii. Average Equity= (opening equity + closing equity)/2
ix. Revenue from operations = Net operating sales for the year
x. Average Inventory= (Opening inventory + closing inventory)/2
xi. Average Trade Receivables= (Opening Trade receivables + closing Trade receivables)/2
xii. Purchases= Net Purchases for the year
xiii. Average Trade Payables= (Opening Trade Payables + closing Trade Payables)/2
xiv. Working capital= Current asset less current liabilities
xv. Net profit after tax= profit after tax for the year
xvi. EBIT= Earnings for the year before tax + Finance cost
xvii. Capital Employed= Tangible Net Worth + Total Debt + Deferred Tax Liability - Deferred Tax Assets
401Punjab Carbonic Limited (Formerly known as Punjab Carbonic Private Limited)
(CIN: U40200PB1992PLC012863)
Annexure V- Notes to the Restated Consolidated Financial Information
(All amounts are in INR Lakhs , unless stated otherwise)
57. OTHER STATUTORY INFORMATION
(i) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(ii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(iv) The Company do not have any transactions with struck-off companies.
(v) The title deeds of all the immovable properties, (other than immovable properties relating to Right of use assets where the Group is the lessee and the lease agreements are duly
executed in favour of the Group) disclosed in the Restated Financial Information included in (Property, Plant and Equipment and capital work-in progress) are held in the name of the
Group.
(vi) The Company does not have any Benami Property, where any proceedings has been initiated or pending against the company for holding any benami property.
(vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules,
2017.
(viii) The Company has not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.
(ix) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the
Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or
otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
58.The figures for the previous year have been regrouped/ reclassified to correspond with current year's classification/ disclosures
As per our report of even date
for SSP & Company for and on behalf of Board of Directors
Chartered Accountants Punjab Carbonic Limited
Firm Registration No.: 010390N (CIN: U40200PB1992PLC012863)
CA Sandeep Gupta Davinder Singh Kohli Amrit Paul Singh Kohli
Partner Chairman & Managing Director Joint Managing Director
Membership No.: 099458 DIN: 00301180 DIN: 01120399
UDIN NO. 26099458HNSSDC8972
Place: New Delhi
Date: 27.03.2026
Lakhvir Singh Ubhy Lakhbir Singh
Chief Financial Officer Company Secretary
Place: New Delhi
Date: 27.03.2026
402OTHER FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of (i) our Company; and (ii)
Material Subsidiaries, for the Financial Years 2025, 2024 and 2023 (collectively, the “Audited Financial Statements”)
are available on the website of our Company at www.punjabcarbonic.com. Our Company has provided a link to our
website solely to comply with the requirements specified in the SEBI ICDR Regulations.
The Audited Financial Statements do not constitute, (i) a part of this Draft Red Herring Prospectus, or (ii) Red Herring
Prospectus, or (iii) a Prospectus, a statement in lieu of a Prospectus, an offering circular, an offering memorandum, an
advertisement, an offer or a solicitation of any offer or an offer document or recommendation or solicitation to purchase
or sell any securities under the Companies Act, 2013, the SEBI ICDR Regulations, or any other applicable law in India
or elsewhere in the world. The Audited Financial Statements should not be considered as part of information that any
investor should consider to subscribe for or purchase any securities of our Company, or any entity in which our Company
or our shareholders have significant influence (collectively, the “Group”) and should not be relied upon or used as a
basis for any investment decision. None of our Company or any of its advisors, nor BRLM or the Promoter Selling
Shareholders, nor any of their respective employees, directors, affiliates, agents or representatives accept any liability
whatsoever for any loss, direct or indirect, arising from any information presented or contained in the Audited Financial
Statements, or the opinions expressed therein.
The details of the accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations
are given below. The 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”, on pages 25, 325 and 412, respectively:
(amount in ₹ lakhs, unless otherwise disclosed)
As at and
for the six- As at and for As at and for As at and for
months the year the year the year
Particulars period ended ended ended
ended March 31, March 31, March 31,
September 2025 2024 2023
30, 2025^
Basic earnings per Equity Share (3) (in ₹) 8.08 10.21 3.15 3.21
Diluted earnings per Equity Share (4) (in ₹) 8.08 10.21 3.15 3.21
Profit for the period/ year (PAT) (in ₹ lakhs) 2,618.52 2,621.44 634.57 728.43
EBITDA(6) (in ₹ lakhs) 3,724.98 4,823.38 1,735.67 1,296.84
EBITDA Margin(7) (in %) 13.33 9.88 12.71 11.75
Net asset value (NAV) per Equity Share (8)(10) (in ₹) 21.40 13.28 8.46 5.29
Return on net worth (RoNW) (9)(10) (in %) 37.76 76.87 37.23 60.60
^Not Annualised
Notes:
1. Basic and diluted earnings per share are computed in accordance with Indian Accounting Standard 33 notified under the Companies (Indian
Accounting Standards) Rules of 2015 (as amended) read with the requirements of SEBI ICDR Regulations. In line with the requirements of Ind AS
33, for the purpose of EPS calculations, share split and bonus shares issued has been considered as if the event had occurred at the beginning of
the earliest year presented.
2. Weighted average is aggregate of year wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year divided by total
of weights.
3. Basic earnings per Equity Share (₹) = Profit/ (loss) attributable to equity holders of the holding company for the period/ year divided by weighted
average number of Equity Shares outstanding during the period/ year.
4. Diluted earnings per Equity Share (₹) = Profit/ (loss) attributable to equity holders of the holding company for the period/ year divided by the
weighted average number of Equity Shares outstanding during the period/year plus the weighted average number of Equity Shares that would be
issued on conversion of all the dilutive potential equity shares into Equity Shares.
5. The figures disclosed above are derived from the Restated Consolidated Financial Information.
6. EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as sum of Profit before tax for the period/year,
finance cost, depreciation and amortization expense as reduced by other income.
7. EBITDA Margin (%) is calculated as EBITDA as a percentage of Revenue from operations.
8. Net assets value per Equity Share = Net Asset Value per Equity Share is calculated as net worth at the end of the period/year divided by number
of Equity Shares outstanding at the end of the period/year end. Number of Equity shares outstanding at the end of the period/year is an aggregate
of outstanding number of Equity Shares considering dilutive number of shares.
9. Return on Net Worth (RoNW) %= Profit attributable to owners of parent for the period/year divided by net worth of our Company as at the end of
the period/year.
10. Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and
debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
403Non-GAAP Measures
In addition to our results determined in accordance with Ind AS, we believe that Non-GAAP measures such as Return on
Net Worth, Net worth, Net Asset Value (“NAV”), Return on Equity (RoE), PAT margin, Net tangible assets, Monetary
assets, Monetary assets as a percentage of Net tangible assets, Operating Profit, EBITDA, EBITDA Margin, Operating
Cash Flow to EBITDA and Gross Fixed Asset Turnover Ratio are useful to investors in evaluating our operating
performance. We use Non-GAAP financial information to evaluate our ongoing operations and for internal planning and
forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial measures
prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to
use in evaluating our ongoing operating results and trends. However, our management does not consider these Non-
GAAP measures in isolation or as an alternative to financial measures determined in accordance with Ind AS.
Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an
analytical tool and should not be considered in isolation or as a substitute for financial information presented in
accordance with Ind AS. Non-GAAP financial information may be different from similarly titled Non-GAAP measures
used by other companies and, therefore a comparison of such Non-GAAP measures or other information relating to
operations and financial performance between companies may not be possible. Other companies may calculate these
Non-GAAP measures differently from us, limiting their usefulness as a comparative measure. The principal limitation of
these Non-GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to
be recorded in our financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of
judgement by management about which expenses and income are excluded or included in determining these Non-GAAP
financial measures. Investors are encouraged to review the related Ind AS financial measures and the reconciliation of
Non-GAAP financial measures to their most directly identifiable Ind AS financial measures and to not rely on any single
financial measure to evaluate our business. See “Risk Factors – Certain non-GAAP financial measures and certain other
statistical information relating to our operations and financial performance like Return on Net Worth, Net worth, Net
Asset Value (“NAV”), Return on Equity (RoE), PAT margin, Net tangible assets, Monetary assets, Monetary assets as a
percentage of Net tangible assets, Operating Profit, EBITDA, EBITDA Margin, Operating Cash Flow to EBITDA and
Gross Fixed Asset Turnover Ratio 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 70.
Reconciliation of non-GAAP measures
Reconciliation for the following Non-GAAP Financial Measures included in this Draft Red Herring Prospectus are set
out below:
Reconciliation of net worth, return on net worth (RoNW)
Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh)
of the SEBI ICDR Regulations.
Return on Net Worth (RoNW) is calculated as Profit attributable to owners of parent for the period/year divided by net
worth of our Company as at the end of the period/year.
(amount in ₹ lakhs, unless otherwise disclosed)
Six months Fiscal
ended
Particulars September
2025 2024 2023
30,
2025*
Equity share capital (A) 208.73 208.73 208.73 208.73
Other equity (B) 6,378.37 4,541.38 3,508.32 2,893.32
Less: revaluation reserve (C) 1,673.23 1,700.76 1,775.72 1,886.81
Net Worth (D = A+B-C) 4,913.87 3,049.35 1,941.33 1,215.24
Profit for the period/ year attributable to equity 1,855.65 2,343.93 722.72 736.40
holders of the parent (E)
Return on Net Worth (RoNW %) (F = E/D) 37.76 76.87 37.23 60.60
*Not Annualised
Reconciliation of Net Asset Value (NAV) per Equity Share
404Net Asset Value (NAV) per Equity Share is calculated as net worth at the end of the period/year divided by number of
Equity Shares outstanding at the end of the period/year end. Number of Equity Shares outstanding at the end of the
period/year is an aggregate of outstanding number of Equity Shares considering dilutive number of shares.
(amount in ₹ lakhs, unless otherwise disclosed)
Six months
ended
Fiscal
Particulars September
30,
2025* 2025 2024 2023
Net Worth (A) 4,913.88 3,049.35 1,941.33 1,215.24
Number of Equity Shares outstanding at the end of 2,29,60,740 2,29,60,740 2,29,60,740 2,29,60,740
the period/ year (B)
Net Asset Value (NAV) per Equity Share 21.40 13.28 8.46 5.29
(in ₹) (C=A/B)
*Not Annualised
Reconciliation of Return on Equity (RoE)
Return on Equity (RoE) is computed as profit/ (loss) for the period/ year attributable to owners of the parent as divided
by average equity attributable to owners of the shareholders.
Average equity attributable to owners of the shareholders is calculated as average of equity attributable to owners of the
parent as at the beginning and at the end of the year/period.
(amount in ₹ lakhs, unless otherwise disclosed)
Six months Fiscal
ended
Particulars September
2025 2024 2023
30,
2025*
Equity attributable to owners of the parent as at the 6,587.10 4,750.11 3,717.05 3,102.05
end of year/period (A)
Equity attributable to owners of the parent as at the 4,750.11 3,717.05 3,102.05 2,539.97
beginning of year/period (B)
Average equity attributable to owners of the parent 5,668.61 4,233.58 3,409.55 2,821.01
(C=A+B/2)
Profit for the period/ year attributable to owners of 1,855.65 2,343.93 722.72 736.40
the parent (D)
Return on Equity (ROE %) (E=D/C) 32.74 55.37 21.20 26.10
Reconciliation of Profit for the period/ year (“PAT Margin”)
Profit for the period/ year Margin (“PAT Margin”) is calculated as Profit for the period/ year as a percentage of Revenue
from operations.
(amount in ₹ lakhs, unless otherwise disclosed)
Six months Fiscal
ended
Particulars September
2025 2024 2023
30,
2025*
Profit for the period/ year (A) 2,618.52 2,621.44 634.57 728.43
Revenue from operations (B) 27,939.52 48,817.39 13,652.86 11,037.78
Profit for the period/ year (PAT Margin) % 9.37 5.37 4.65 6.60
(C =A/B)
Reconciliation of Net tangible assets, Monetary assets, and Monetary assets as a percentage of Net tangible assets
Net Tangible Assets, as restated and consolidated, is calculated as sum of all net assets of the Group excluding intangible
assets as defined in Indian Accounting Standard (Ind AS) 38, deferred tax assets and liabilities as defined in Ind AS 12
and right of use assets as defined in Ind AS 116 issued by Institute of Chartered Accountants of India.
405Monetary assets is the aggregate of cash and cash equivalents and balance with banks and investments in mutual funds.
Monetary assets as a % of net tangible assets is calculated as monetary assets divided by net tangible assets.
(amount in ₹ lakhs, unless otherwise disclosed)
Six months Fiscal
ended
Particulars September
2025 2024 2023
30,
2025*
Equity share capital (A) 208.73 208.73 208.73 208.73
Other equity (B) 6,378.37 4,541.38 3,508.32 2,893.32
Less: intangible assets (C) 6.34 5.92 4.58 0.12
Less: deferred tax liability/(asset) (D) 727.28 484.32 488.90 253.65
Less: right of use asset (E) 16.64 14.00 16.01 3.89
Net Tangible Assets (F = A+B-C-D-E) 5,836.84 4,245.87 3,207.56 2,844.39
Cash and cash equivalents (G) 500.19 68.40 120.96 69.47
Bank balances other than above (H) 0.45 0.68 7.77 40.19
Investments in mutual funds (I) 356.94 292.56 47.53 14.25
Monetary assets (J = G+H+I) 857.58 361.64 176.26 123.91
Monetary assets as a percentage of Net tangible 14.69 8.52 5.50 4.36
assets (In %) (K= J/F)
Reconciliation of Operating profit
Operating profit is calculated as profit before tax excluding other income, finance costs and exceptional items.
(amount in ₹ lakhs, unless otherwise disclosed)
Six months
ended
Fiscal
Particulars September
30,
2025* 2025 2024 2023
Profit before tax for the period/ year (A) 2,983.13 3,220.47 1,190.19 926.13
Add: finance cost (B) 573.67 1,111.91 310.41 251.61
Less: other income (C) 222.68 212.75 138.16 105.93
Operating profit (D =A+B-C) 3,334.13 4,119.63 1,362.44 1,071.81
Reconciliation of EBITDA, EBITDA Margin and Operating Cash Flow to EBITDA
EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as Profit before tax,
finance cost, depreciation and amortization expense as reduced by other income.
EBITDA Margin (%) is calculated as EBITDA as a percentage of revenue from operations. Operating Cash Flow to
EBITDA is calculated as Operating Cash Flow divided by EBITDA.
(amount in ₹ lakhs, unless otherwise disclosed)
Six months Fiscal
ended
Particulars September
2025 2024 2023
30,
2025*
Profit Before Tax (A) 2,983.13 3,220.47 1,190.19 926.13
Add: Finance Costs (B) 573.67 1,111.91 310.41 251.61
Add: Depreciation and amortization expense (C) 390.85 703.75 373.22 225.03
Less: Other Income (D) 222.67 212.75 138.16 105.93
EBITDA (E = A+B+C-D) 3,724.98 4,823.38 1,735.67 1,296.84
Revenue from operations (F) 27,939.52 48,817.39 13,652.86 11,037.78
406Six months Fiscal
ended
Particulars September
2025 2024 2023
30,
2025*
EBITDA margin (%) (G = E/F) 13.33 9.88 12.71 11.75
Operating Cash Flows (H) 3,571.36 3,194.14 1,515.95 (567.31)
Operating cash flow to EBITDA (I= H/E) 0.96 0.66 0.87 (0.44)
Reconciliation of Gross Fixed Asset Turnover Ratio
Six months
ended
Fiscal
September
Particulars
30,
2025* 2025 2024 2023
(amount in ₹ lakhs, unless otherwise disclosed)
Gross block of property, plant & equipment (A) 27,361.31 25,838.26 24,103.53 9,735.22
Revenue from operations (B) 27,939.52 48,817.39 13,652.86 11,037.78
Operating profit (C =B/A) 1.02 1.89 0.57 1.13
Related Party Transactions
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS
24 ‘Related Party Disclosures’ for the six months ended September 30, 2025 and the Financial Years ended March 31,
2025, March 31, 2024 and March 31, 2023, and as reported in the Restated Consolidated Financial Information, see
“Restated Consolidated Financial Information– Note 34- Related Party Disclosure” on page 377.
407CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at September 30, 2025, on the basis of our Restated
Consolidated Financial Information, and as adjusted for the Offer. This table 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” on pages 25. 325, and 412 respectively.
(₹ in lakhs unless otherwise stated)
Pre-Offer as at Adjusted for the
Particulars (1)(2)
September 30, 2025 Offer*
Total Borrowing
Current borrowings (A) 6,197.75 [●]
Non-current borrowings (B) 9,461.17 [●]
Total Borrowing (C = A+B) 15,658.92 [●]
Equity
Equity Share Capital (D) 208.73 [●]
Other Equity (E) 6,378.35 [●]
T otal Equity**(F = D+E) 6,587.08 [●]
Ratio: Total borrowings/Total Equity (G = C/F) 2.38 [●]
Ratio: Non-current borrowings/Total Equity (H=B/F) 1.44 [●]
*To be updated upon finalisation of the Price Band and populated in the Prospectus to be filed with the RoC.
**Total equity incudes Equity share capital and other equity, and excludes non-controlling interests.
Notes:
1. The above has been derived from the Restated Consolidated Financial Information.
2. All terms shall carry the meaning as per Schedule III of the Companies Act 2013.
3. The Board of Directors approved a bonus issue of 2,08,73,400 Equity Shares of ₹ 10 each, as permitted under Section 63 of the Companies Act,
2013. The bonus shares have been issued in the ratio of 10:1 (ten equity shares for every one equity shares) to Equity Shareholders whose names
appear in the register of members or beneficial owners’ records as on February 27, 2026, with approval of Shareholders as on January 31, 2026.
408FINANCIAL INDEBTNESS
Our Company and our Subsidiaries have availed certain loans and financing facilities in the ordinary course of business
purposes such as, inter alia, meeting its working capital, capital expenditure and other business requirements. These credit
facilities include inter alia, secured and unsecured facilities and bank guarantees.
Our Company has obtained the necessary consents required under the relevant financing documentation for undertaking
activities in relation to the Offer, including dilution of the current shareholding of the Promoters and members of the
promoter group, expansion of business of the Company, effecting changes in the Company’s management, ownership
capital structure, shareholding pattern, constitutional documents and Board’s composition. Our Board is empowered to
borrow monies as may be required for the purpose of the business of our Company, in accordance with applicable laws
and our Articles of Association. For details regarding the borrowing powers of our Board, please see “Our Management-
Borrowing Powers” on page 305.
The details of the indebtedness of our Company (on a consolidated basis) as on December 31, 2025 is provided below:
Sanctioned amount as on Outstanding amount as on the
Category of borrowings the December 31, 2025 December 31, 2025
(₹ in Lakhs) (₹ in Lakhs)
Borrowings of Company
Secured- Fund based (From banks)
Vehicles Loan 1,494.42 955.08
Term Loans 11,361.47 9,343.61
Cash credit 4,375.00 3,764.27
Stand by Line of Credit (SLC) 500.00 -#
Unsecured- Fund Based
Business loan 427.05 173.56
Loan from related parties N.A. 1,404.14
Loan from others N.A. 164.15
Total Fund Based (A) 18,157.94 15,804.81
Secured- Non-Fund Based
Bank Guarantees 1,210.00 356.13
Total Non fund based (B) 1,210.00 356.13
Total Borrowings (C= A+B) 19,367.94 16,160.94
# Debit balance of ₹ 1.99 lakhs.
N.A: Not Applicable being unsecured loan in nature.
Principal terms of the borrowings currently availed by us:
The details provided below are indicative and there may be additional terms, conditions and requirements under
various financing documentation executed by our Company in relation to their indebtedness.
1. Interest: In respect of the Working capital facilities sanctioned to us, the current prevailing interest rate ranges
from 7.75% per annum to 10.30% per annum. The interest rate for the loans sanctioned to us is typically tied to a
base rate/marginal cost of lending rate, which may vary from lender to lender. In respect of loans from bank for
vehicles current prevailing interest rate ranges from 6.75% per annum to 10.58% per annum. In addition, in respect
unsecured loan & term loan from NBFC & Bank interest rate ranges from 8.55% per annum to 15.10% per annum.
2. Tenor: The tenor of our working capital facilities typically is up to 12 months subject to renewal, whereas the
vehicle loan facilities availed by us typically has a tenor of 36 months to 72 months.
3. Penal Charges: 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, charges or other monies due
on the facility, non-submission of annual financial statements and other irregularities as specified in the terms of
sanction or such facility documents. The default interest rate under such facility documents, typically ranges from
1% per annum to 4% per annum. Additional interest as specified by the lenders may be charged in case of
continuation of the noncompliance beyond a certain period.
4. Security: In terms of our borrowings where security needs to be created, we are typically required to, inter alia:
(a) Create charge by way of hypothecation on entire current assets, both present and future; and
409(b) Create charge by way of hypothecation over all moveable and immovable fixed assets, both present and
future; and
(c) Create charge by way of mortgage over immovable fixed assets.
(d) Execute personal guarantees, corporate guarantee and certain personal immovable properties.
5. Pre-payment: The terms of certain facilities availed by us typically have prepayment provisions which allow for
pre-payment of the outstanding loan amount, subject to such prepayment penalties and such other conditions as
laid down in the facility agreements, on giving notice and/or obtaining prior approval from the concerned lender,
as the case may be. These pre-payment penalties typically range from 1% to 4% of the principal amount or of the
amount being prepaid.
6. Re-payment: The working capital facilities availed by us are repayable within a period of 12 months or on demand.
Vehicle loans, term loan and unsecured loans facilities availed by us are repayable on the due date and on the
terms and conditions as may be agreed between company and the respective lenders.
7. Restrictive Covenants: The facilities sanctioned to us contain certain restrictive covenants, which require prior
written consent of the lender or prior intimation to be made to the lender, including:
(a) Change the general nature of the business or undertake any expansion or invest in any other entity;
(b) Enter into any merger or amalgamation or do a buy-back;
(c) Permit any change in its ownership or control or management including change in the shareholding of
promoters, directors and principal shareholders or enter into arrangement whereby its business or
operations are managed or controlled, directly or indirectly by any other person;
(d) Avail any loan and/or stand as surety or guarantor for any third party liability or obligation and/or
provide any loan or advance to any third party;
(e) Dilute the capital holding of the promoters in our business as on the date of the relevant financing
agreement;
(f) Pay dividend or distribute or withdraw profits without prior permission;
(g) Invest in, extend any advance/loans, to any group companies/associates/subsidiary/any other third party,
repay subordinated loans of group companies or resort to additional borrowings without consent;
(h) Create any encumbrance or other disposition of any sort including charge, lien, mortgage, transfer,
assignment over any of our properties.
The details provided above are indicative and there may be additional terms, conditions and requirements under the
specific borrowing arrangements entered into by us.
8. Events of default: Borrowing arrangements entered into by us contain standard events of default, including,
among others:
(a) Non-creation of security within the stipulated timelines;
(b) Default in the performance of any covenant, condition, or agreement on the part of the borrower in
accordance with transaction documents;
(c) Delay/failure to obtain external credit rating from an agency approved by RBI;
(d) Non-submission/ delay in submission of audited balance sheet within stipulated period;
The details above are indicative and there may be additional terms that may amount to an event of default under the
various borrowing arrangements entered into by us.
9. Consequences of occurrence of events of defaults: In terms of our borrowing arrangements for the facilities
availed by us, upon the occurrence of events of default, its lenders may:
410(a) Declare any or all amounts under the facility, either whole or in part, as immediately due and payable to
the lender;
(b) Cancel the undrawn commitment of the facility;
(c) Enforce the security created pursuant to the security documents;
(d) Convert outstanding obligations under the facility into equity capital or other securities of the Company;
(e) To exercise any other rights that maybe available to the lender under the financing arrangements and
applicable law.
10. Personnel Guarantee of Directors and Promoters:
Amount
Amount
Type of Guaranteed
Name of the Name of the Name of the outstanding as on
borrowing/ (Total Sanction
Promoters lender borrower December 31, 2025
facility limit) (₹ in
(₹ in lakhs)
Lakhs)
Pancarbo
Amrit Paul Singh HDFC Bank Greenfuels Private Secured Vehicle
306.80 221.06
Kohli Limited Limited and Punjab Loan
Carbonic Limited
Pancarbo
Greenfuels Private
Davinder Singh HDFC Bank Limited, Punjab Secured Vehicle
665.00 434.67
Kohli Limited Carbonic Limited Loan
and Punjab Fusion
Private Limited
Kotak
Davinder Singh Punjab Carbonic Secured Vehicle
Mahindra 69.70 34.14
Kohli Limited Loan
Bank Limited
Joint guarantee by
Davinder Singh
Cash Credit
Kohli, Amrit Paul
HDFC Bank Punjab Fusion Limit, Bank
Singh Kohli, Inder 682.62 489.29
Limited Private Limited guarantee, Term
Pal Kaur Kohli &
Loan and GECLs
Jatinder Kaur
Kohli
Joint guarantee by
Davinder Singh Cash Credit,
Kohli, Amrit Paul Performance
HDFC Bank Punjab Carbonic
Singh Kohli, Inder Bank Guarantee, 1,333.47 1,028.23
Limited Limited
Pal Kaur Kohli & GECL Extension
Jatinder Kaur and Term Loan
Kohli
Joint guarantee by
Davinder Singh
Kohli, Amrit Paul
Singh Kohli, Inder
Secured Term
Pal Kaur Kohli & Pancarbo
State Bank of loans, Cash
Jatinder Kaur Greenfuels Private 14,892.00 10,857.08
India Credit Limit and
Kohli along with Limited
Bank Guarantees
Punjab Carbonic
Limited & Punjab
Fusion Private
Limited.
411MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
The following discussion is intended to convey management’s perspective on our financial condition and results of
operations for the six months period ended September 30, 2025 and for Fiscals 2025, 2024 and 2023. You should read
the following discussion and analysis of our financial condition and results of operations in conjunction with our Restated
Consolidated Financial Information, including the related annexures on page 325. This Draft Red Herring Prospectus
may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may
materially vary from the conditions contemplated in such forward-looking statements as a result of various factors,
including those described below and elsewhere in this Draft Red Herring Prospectus. For further information, see
‘Forward-Looking Statements’ on page 23. The following discussions on our financial condition should be read in
conjunction with ‘Risk Factors’ and ‘Our Business’, on pages23 and 246, respectively.
Unless otherwise indicated or context otherwise requires, the financial information for the six months period ended
September 30, 2025 and for Fiscals 2025, 2024 and 2023 is derived from the Restated Consolidated Financial
Information, included in this Draft Red Herring Prospectus. For further information, see “Restated Consolidated
Financial Information” and “Summary of Financial Information” on pages 325 and 84, respectively. Our Fiscal year
ends on March 31 of each year. Accordingly, all references to a particular Fiscal are to the 12-month period ended
March 31 of that year. Our Company has acquired Punjab Fusion Private Limited (“PFPL”) pursuant to a transfer of
equity shares effective as at December 31, 2024. Prior to the completion of the acquisition of PFPL by us in December
2024, PFPL was under the control of our Promoters and members of our Promoter Group. For further information, see
“History and Certain Corporate Matters— Details regarding material acquisitions or divestments of business or
undertakings, mergers or amalgamations in the last 10 years” on page . Additionally, our Subsidiary, Pancarbo
Greenfuels Private Limited (“PGPL”) was incorporated in Fiscal 2022. Accordingly, the Restated Consolidated
Financial Information has been prepared after consolidating the existing business of the Company, PFPL and PGPL in
accordance with the requirements of Appendix C to Ind AS 103, Business Combinations with effect from April 1, 2022
as these transactions are considered common control transactions under Appendix C of Ind AS 103.
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus is derived from the report
titled, “Report on Ethanol, Carbon Capture Utilization (CCU), and Carbon Dioxide” dated March 30, 2026, prepared
by Dun & Bradstreet (the “D&B Report”) pursuant to an engagement contract dated December 06, 2025. The D&B
Report is commissioned and paid for by our Company in connection with the Offer. The D&B Report relied upon is not
an extract, and while certain excerpts of the D&B Report may have been re-ordered by us for the purposes of
presentation, no portion of the D&B Report containing information material to or bearing any material impact on
investors’ decision-making has been modified, omitted or excluded from this Draft Red Herring Prospectus. A copy of
the D&B Report is available on the website of our Company at www.punjabcarbonic.com. Unless otherwise indicated,
financial, operational, industry and other related information derived from the D&B Report and included herein with
respect to any particular Fiscal/ calendar year/Period refers to such information for the relevant Fiscal/ calendar
year/Period.
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, Indian GAAP, 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 standardised 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 Company’s management believes that they are useful to an investor in evaluating our operating
performance. For risks relating to such non-GAAP measures, see “Risk Factors – Certain non-GAAP financial measures
and certain other statistical information relating to our operations and financial performance like Return on Net Worth,
Net worth, Net Asset Value (“NAV”), Return on Equity (RoE), PAT margin, Net tangible assets, Monetary assets,
Monetary assets as a percentage of Net tangible assets, Operating Profit, EBITDA, EBITDA Margin, Operating Cash
Flow to EBITDA and Gross Fixed Asset Turnover Ratio 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 page70 .
Unless the context otherwise requires, references in this section to “our Company”, “the Company” “we”, “us”, or
“our” refers to Punjab Carbonic Limited
Overview
412For details in relation to our business overview, see “Our Business-Overview” on page 246.
PRINCIPAL FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our results of operations and financial condition are affected by a number of important factors, including:
Ability to retain and expand existing customer relationships
The establishment of strategic partnerships between CO₂ producers, industrial gas companies, and end-use customers has
become a critical component of the CO₂ industry, facilitating reliable supply, operational efficiency, cost optimization,
and long-term demand stability. These collaborative relationships are formed upon a framework of trust, mutual
cooperation, and aligned objectives, enabling both parties to efficiently scale their operations and generate value. In
addition, customers are highly selective in appointing new CO₂ suppliers, given the critical role of CO₂ in manufacturing
and processing operations across industries, the stringent requirements relating to product quality and supply reliability,
and the high costs and operational risks associated with switching suppliers, particularly where uninterrupted supply is
essential. Hence, selection process for the suppliers is time and cost intensive, creating a meaningful entry barrier for
new industry players (Source: Dun & Bradstreet Report).
We are an integrated carbon capture and utilisation (“CCU”) and industrial gas solutions company engaged in the
manufacture, recovery, supply and distribution of CO and dry ice, including the design and execution of CO₂ recovery
2
and refining infrastructure. Consequently, our business and financial condition in any given year is significantly
dependent on our top 10 customers. Set out below is a break-up of the revenue contribution of our top 1, 3, 5 and 10
customers to our revenues from operations in the six months period ended September 30, 2025 and the last three Fiscals:
Six months period
ended September 30, Fiscal 2025(2) Fiscal 2024(3) Fiscal 2023(4)
2025(1)
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operations operations operations operations
Top 1 11,167.72 39.97 15,360.12 31.46 1,184.68 8.68 1,175.45 10.65
Top 3 19,233.03 68.84 30,528.99 62.53 3,301.22 24.18 2,259.31 20.47
Top 5 20,492.10 73.35 32,226.02 66.00 4,319.57 31.64 3,130.25 28.36
Top 10 21,876.27 78.31 34,767.55 71.20 6,007.13 44.00 4,730.26 42.86
(6) For the six months ended September 30, 2025, our top 10 customers included Varun Beverages Limited, M.S. Marketing and Indo
Autotech Limited. Names of other customers have not been included in this Draft Red Herring Prospectus as relevant consents for
disclosure of their names were not available.
(7) For Fiscal 2025, our top 10 customers included Varun Beverages Limited, Assago Industries Private Limited, Hindustan Coca
Cola Beverages Private Limited, Moon Beverages Limited, VINP Distilleries and Sugars Private Limited and Indo Auto Tech
Limited. Names of other customers have not been included in this Draft Red Herring Prospectus as relevant consents for disclosure
of their names were not available.
(8) For Fiscal 2024, our top 10 customers included Varun Beverages Limited, Hindustan Coca Cola Beverages Private Limited, Indo
Auto Tech Limited and Sri Sarvaraya Sugars Limited. Names of other customers have not been included in this Draft Red Herring
Prospectus as relevant consents for disclosure of their names were not available.
(9) For Fiscal 2023, our top 10 customers included Varun Beverages Limited, MG Petrochem Private Limited, Hindustan Coca Cola
Beverages Private Limited, Moon Beverages Limited, Paradeep Phosphates Limited (formerly Mangalore Chemicals and
Fertilizers Limited), M.S. Marketing and Kandhari Beverages Private Limited. Names of other customers have not been included
in this Draft Red Herring Prospectus as relevant consents for disclosure of their names were not available.
(10) The increase in customer concentration during Fiscal 2025 and the six-month period ended September 30, 2025 is primarily
attributable to the commencement of the ethanol segment through our Subsidiary, PGPL, which has resulted in a change in our
revenue mix and customer profile. Accordingly, the percentage contribution of our top customers during such periods reflects the
impact of such commencement and may not be directly comparable with prior periods.
As of September 30, 2025, our top five and top ten customers in the CO₂ segment have been associated with us for an
average period of 19 years and 18 years, respectively. The table set forth below presents a breakdown of revenue from
top 10 customers, under our CO and dry ice manufacturing vertical, segregated based on the duration of the customer
2
relationship:
413Six months period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended September 30,
2025^
Tenure of % of % of % of % of
Customer total total total total
relation Amount revenue Amount revenue Amount revenue Amount revenue
(in ₹ (in ₹ (in ₹ (in ₹
from the from the from the from the
lakhs) lakhs) lakhs) lakhs)
sale of sale of sale of sale of
CO CO CO CO
2 2 2 2
Upto 5 years 141.48 2.55 - - - - 425.36 4.61
Upto 10 years 257.81 4.65 439.27 3.87 585.88 6.13 583.32 6.32
Upto 20 years 846.56 15.25 904.27 7.96 884.21 9.25 783.59 8.49
Upto 30 years 2,309.24 41.61 4,129.74 36.36 3,732.28 39.03 3,865.78 41.88
^Not Annualised
Our business, results of operations, financial condition and cash flows are significantly dependent on our ability to
maintain relationships with our customers, particularly our top 10 customers, a portion of whom are engaged with us
under long-term offtake arrangements of up to 10 years. Any failure or inability to sustain these relationships, whether
due to failure to negotiate acceptable terms, adverse changes in the financial condition of such customers (including
bankruptcy, liquidation or other financial hardship), mergers, decline in their sales, reduced or delayed requirements,
facility shutdowns, labour strikes or other work stoppages affecting their production, could have a material adverse effect
on our business, results of operations, financial condition and cash flows.
Revenue Contribution from Diversified Business Segments
We operate across three key business segments CO₂, Ethanol, and Project Engineering, which collectively contribute to
our revenue from operations and provide diversification across industries and customer bases.
CO₂, dry ice and specialty gas-based solutions
Our operations are supported by a network of strategically located CRUs, which are designed, installed, and operated by
us under long-term operating arrangements with third parties. The liquid CO₂ and dry ice produced by us cater to a
diversified customer base across multiple end-use industries, including beverages and breweries, automotive
manufacturing, fertilizers, welding and metal fabrication, food processing, pharmaceuticals, airlines, and other industrial
applications.
CRU operations
We establish CRUs at distillery on a build-own-operate basis, under which we install the CO₂ recovery plant through our
own investment within third-party premises, retain ownership of the plant and equipment under long-term operating
arrangements with such counterparties, operate and maintain the plant, and undertake the production, marketing, sale and
distribution of CO₂ and dry ice. This model is widely used within distilleries, as they provide the feed-gas source.
Sale of ethanol
The ethanol production and supply operations of our Company are carried out through our Subsidiary, PGPL. It operates
a 150 KLPD grain-based distillery spread across a 27-acre unit, which commenced commercial production in March,
2024. Our ethanol distillery operations further strengthen this ecosystem through long-term supply arrangements with
public-sector OMCs, and turnkey CO₂ recovery plant installations for distilleries such as Privilege Industries and
Associated Alcohols, supporting stable and diversified revenue streams.
Project Engineering Segment:
Under this vertical, we design, manufacture, supply, install and commission complete CO recovery plants for distilleries.
2
We undertake basic and detailed engineering, design and detailing of CO₂ recovery plants, including procurement, supply,
erection, installation and commissioning of machinery and equipment, in accordance with agreed-upon technical
specifications, standards and directions of the customer, as contractually agreed on a project-specific basis.
Set forth below are the details of our revenue from our various verticals in the six months period ended September 30,
2025 and in Fiscals 2025, 2024 and 2023:
414(in ₹ lakhs, unless otherwise specified)
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
CO segment
2
-Liquid CO₂ 5,084.17 18.20 10,535.07 21.58 8,710.76 63.80 8,314.21 75.33
-Dry Ice 466.08 1.67 823.83 1.69 850.97 6.23 916.07 8.30
Ethanol Segment*
Sale of Ethanol 18,765.51 67.17 30,528.99 62.54 1,489.48 10.91 - -
Sale of DGS 1,995.60 7.14 3,507.06 7.18 133.74 0.98 - -
Project engineering services
Sale of CRUs on 1,448.35 5.18 3,165.48 6.48 2,376.27 17.41 1,761.78 15.96
turnkey basis
Total revenue 27,759.71 99.36 48,560.43 99.47 13,561.22 99.33 10,992.06 99.59
from sale of
products/services
Other Operating 179.81 0.64 256.96 0.53 91.64 0.67 45.72 0.41
Revenue**
Grand Total 27,939.52 100.00 48,817.39 100.00 13,652.86 100.00 11,037.78 100.00
^Not Annualised
* PGPL commenced its ethanol manufacturing operations in Fiscal 2024. Accordingly, no revenue from operations was generated by
PGPL in Fiscal 2023.
**Other operating revenue includes income from scrap and income by rendering of carriage, tankers and other machinery.
Our presence across multiple business segments, each characterised by distinct demand drivers, including industrial
consumption, government-backed supply arrangements and project-based execution, is a key factor influencing our
business, results of operations and financial condition. This diversified business model enables us to broaden our revenue
base and mitigate exposure to cyclical fluctuations and regulatory risks associated with any single segment. While certain
segments may experience temporary headwinds due to industry-specific or macroeconomic factors, other segments may
continue to perform steadily, thereby supporting overall revenue resilience and reducing volatility in our operations.
However, any adverse developments impacting multiple segments simultaneously may have a material adverse effect on
our business, results of operations and financial condition.
Production Capacity and Utilization
We aim to maintain optimal capacity utilization levels and consistent quality standards across our manufacturing facilities
to support the continued growth of our operations. Achieving and sustaining such levels of efficiency and quality involves
significant planning and expenditure. Our capacity utilization is influenced by prevailing market conditions, as well as
customer-specific requirements and their procurement practices.
We are an integrated CCU and industrial gas solutions company engaged in the manufacture, recovery, supply and
distribution of CO and dry ice. Set forth below are the details of our capacity utilisation, as at and for the six months
2
period ended September 30, 2025 and the last three Fiscals:
For the six
months period
Particulars ended For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
September 30,
2025
Installed Capacity (in MTPA) 1,37,230 2,59,520 2,18,600 1,96,200
Actual Utilisation (in MTPA) 85,881 1,58,746 1,51,213 1,50,421
Capacity Utilisation (in %) 62.58 61.17 69.17 76.67
415Any unscheduled, unplanned or prolonged disruption at these facilities may result in delays or shutdowns of our
production activities. Further, our ability to achieve optimal capacity utilisation depends on effective management of
production processes and efficient utilisation of equipment. Any inability to do so may lead to operational inefficiencies,
increased costs and underutilisation of capacity, which could adversely impact our business, financial condition and
results of operations. For details of the Installed Capacity and our capacity utilization during the period ended September
30, 2025 and Fiscals 2025, 2024 and 2023, see “Our Business – Capacity and Capacity Utilization - CRUs” on page 269.
Power and transportation costs
Our manufacturing operations are dependent on the adequate and uninterrupted supply of essential utilities, particularly
electricity and water. We source a significant portion of our electricity requirements from the captive power plant
operated by PGPL, with additional requirements procured from a public-sector electricity provider, and our carbon
dioxide recovery units (CRUs) rely on host facilities for the supply of utilities under operational agreements. Any
disruption, curtailment or increase in the cost of such utilities, or any adverse change in the terms of these arrangements,
may result in increased operating expenses, reduced production efficiency and lower output, which could adversely
impact our margins, business, financial condition and results of operations.
Set forth below are our power and fuel expenses in the six months period ended September 30, 2025 and Fiscals 2025,
2024 and 2023:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025^
Particulars
Amount Amount Amount Amount
% of total % of total % of total % of total
(₹ in (₹ in (₹ in (₹ in
expense expense expense expense
lakhs) lakhs) lakhs) lakhs)
Power & fuel 1,711.61 6.80 3,008.66 6.57 1,540.85 12.23 1,316.86 12.89
expense
The transport of CO is an essential part of the CCU value chain, for connecting CO₂ source(s) to CO₂ utilization and
2
conversion sites. While, the choice of mode of transportation depends on the quantity of CO₂ to be transported and the
transportation distance, for the transport of small volumes of CO₂, typically associated with utilization opportunities such
as food and beverage grade applications, the transportation of purified and liquified CO₂ is done through cryogenic bullet
tankers. (Source: Dun & Bradstreet Report). With respect to supply of liquid CO and dry ice, our logistics network is
2
supported by the self-owned fleet of CO transportation tankers and transportation vehicles, for the transportation of
2
liquid CO , respectively, in India, comprising of 55 CO transportation tankers, as on September 30, 2025, providing an
2 2
extensive logistics network.
However, the transportation of CO₂ requires specialised containers and handling systems, and any disruption in the
operations of our tanker fleet, including due to accidents, breakdowns, fuel shortages, regulatory restrictions,
unavailability of drivers, or other logistical challenges, may affect our ability to transport CO₂ to customers in a timely
manner and may adversely affect our business, financial condition and results of operations. Set forth below is the cost
of our transportation charges in terms of our cost of total expenses, for the six months period ended September 30, 2025
and the last three Fiscals:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars
Amount % of total Amount % of total Amount % of total Amount % of total
(₹ in other (₹ in other (₹ in other (₹ in other
lakhs) expenses lakhs) expenses lakhs) expenses lakhs) expenses
Transportation 764.98 18.24 1,556.68 20.84 1,276.73 30.35 1,377.44 34.47
costs*
* Includes carrying charges comprising of fuel costs and toll charges, but does not include expenses incurred in the maintenance and repairs of storage
and transportation tankers.
As such, timely, safe and cost-efficient transportation of our products to our customers is expedient for our business and
operations.
India’s Commercial and Industrial CO₂ Market: Historical Performance and Current Size Overview
416The Indian commercial and industrial grade carbon dioxide (CO₂) market has demonstrated steady and resilient growth
over the past five years, reflecting its critical role as an industrial input across multiple downstream sectors. Between FY
2021 and FY 2025, the market expanded from INR 29.9 billion to INR 37.3 billion, supported by consistent demand from
food & beverages, chemicals, healthcare, and manufacturing applications. This trajectory highlights CO₂’s transition
from a largely by-product commodity to a strategically important industrial gas with rising commercial relevance
(Source: Dun & Bradstreet Report).
At a CAGR of 5.7% over FY 2021–25, the market growth indicates structural demand expansion rather than cyclical
recovery alone. The gradual year-on-year increase—from INR 31.5 billion in FY 2022 to INR 35.0 billion in FY 2024,
suggests stable consumption patterns anchored in essential end-use industries. Unlike more volatile industrial gases, CO₂
demand benefits from broad application diversity, which smoothens growth even during periods of uneven industrial
activity (Source: Dun & Bradstreet Report).
The steady scale-up in market size also reflects improving monetisation of captive CO₂ recovery from ethanol, ammonia,
and hydrogen plants, alongside rising investments in purification and distribution infrastructure. As industrial users
increasingly prioritise supply reliability, purity standards, and proximity to demand centres, value realisation in the CO₂
market has improved. This positions the sector for sustained medium-term growth, with incremental upside likely driven
by food-grade applications, healthcare usage, and emerging carbon utilisation pathways rather than pure volume
expansion alone. (Source: Dun & Bradstreet Report).
Competition
Our business is highly competitive as we face competition from the competitors in the domestic market. The CCU
landscape in India remains early-stage and technology-led, with competition shaped by access to capture technologies,
utilisation pathways, and project economics rather than deployment scale. Global engineering firms, industrial gas
companies and technology providers dominate the competitive landscape through proprietary capture processes and
utilisation know-how. Domestic participation is largely anchored in pilot projects and industrial collaborations involving
cement, steel, refining and chemicals, with competitive positioning influenced by regulatory readiness, funding access
and alignment with long-term industrial decarbonisation strategies (Source: Dun & Bradstreet Report).
Reliable access to captive CO₂ streams from ammonia, hydrogen, ethanol, fertiliser, or gas-processing plants remains the
single most important competitive factor. Players with long-term recovery agreements benefit from predictable input
costs, reduced exposure to market volatility, and higher plant utilisation, allowing them to price more competitively and
offer assured supply to downstream customers. CCU initiatives and CO₂ recovery is reshaping competition in favour of
players that can secure captive CO₂ sources and offer long-term supply stability in an increasingly sustainability-driven
regulatory environment (Source: Dun & Bradstreet Report)
While we continuously endeavour to enhance our competitive position through innovation, operational efficiency, and
developing solutions to cater to the needs of diverse industries, failure to maintain or increase our market share in the
face of increasing competition could adversely affect our business, financial condition, and results of operations.
Non-Generally Accepted Accounting Principles Financial Measures (“Non-GAAP Measures”) and Operational
Measures
Certain measures included in this Draft Red Herring Prospectus, for instance EBITDA, EBITDA Margin, Return on
Equity (RoE), Gross Fixed Asset Turnover Ratio and Operating Cash Flow to EBITDA ,(the “Non-GAAP Measures
and Operational Measures’’), presented in this Draft Red Herring Prospectus are supplemental measures of our
performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or US GAAP.
Furthermore, these Non-GAAP Measures, are not a measurement of our financial performance or liquidity under Indian
GAAP, IFRS or US GAAP and should not be considered as an alternative to net profit, revenue from operations or any
other performance measures derived in accordance with Ind AS, IFRS or US GAAP or as an alternative to cash flow from
operations or as a measure of our liquidity. Further, these Non- GAAP Measures and other statistical and other information
relating to operations and financial performance should not be considered in isolation or construed as an alternative to cash
flows, profit for the years 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. In addition, these Non-GAAP Measures and other statistical and other
information relating to operations and financial performance, are not standardised terms and 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 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. Further, they may have limited utility as a comparative measure. Although such Non-GAAP financial
measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s
417management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a
company’s operating performance.
BASIS OF PREPARATION
The Restated Consolidated Financial Information has been prepared and presented under the historical cost convention
with the exception of certain assets and liabilities that are required to be carried at fair values by Ind AS. 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 accounting policies adopted in the preparation of the Restated Consolidated Financial Information are consistent
with those followed in the previous year.
MATERIAL ACCOUNTING POLICIES
Material accounting polices applied by our Company in the preparation of the Restated Consolidated Financial
Information are listed below. Such accounting policies have been applied consistently to all the periods presented in the
Restated Consolidated Financial Information, unless otherwise indicated.
(a) Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to our Company and the
revenue can be reliably be measured, regardless of when the payment is being made. Revenue is being measured at
fair value of the consideration received or receivable net of discounts, taking into account the contractually defined
terms and excluding taxes or duties collected on behalf of the government.
A. Sale of Products
Our Company recognises revenue from contracts with customers when it satisfies a performance obligation by
transferring control of the promised good to a customer. Performance obligation in respect of sale of product is
satisfied at a point in time, which usually occurs upon receipt of goods by the customer (for ethanol) and Sale occurs
upon shipment for all other sale such as Carbon Dioxide & DDGS. At that point, the customer has full discretion
over the channel and price to sell the products, and there are no unfulfilled obligations that could affect the customer’s
acceptance of the product.
The revenue is recognised to the extent of the transaction price allocated to the performance obligation satisfied.
Transaction price is the amount of consideration to which our Company expects to be entitled in exchange for
transferring goods to a customer, excluding amounts collected on behalf of a third party. Variable consideration is
estimated using the expected value method or the most likely amount, as appropriate in a given circumstance.
Payment terms agreed with a customer are as per business practice and there is no financing component involved in
the transaction price.
B. Sale of Services
In respect of sale of services, performance obligation is satisfied over time when the entity renders services to
customers. Revenue from services rendered is recognised as the services are rendered and is booked based on
agreement/arrangements with the concerned parties. Transaction price is the amount of consideration to which our
Company expects to be entitled in exchange for transferring service to a customer, excluding amounts collected on
behalf of a third party. Variable consideration is estimated using the expected value method or most likely amount,
as appropriate in a given circumstance. Payment terms agreed with a customer are as per business practice and there
is no financing component involved in the transaction price.
C. Revenue from Construction/ Project related activity
Revenue from construction/project related activity is recognised as follows: Our Company generally has fixed price
contracts in respect of which contract revenue is recognised over time to the extent of performance obligation
satisfied and control transferred to the customer. Contract revenue is recognised at allocable transaction price, which
represents the cost of work performed on the contract plus proportionate margin, using the percentage of completion
method. Percentage of completion is the proportion of cost of work performed to date to the total estimated contract
costs. When contract revenue recognized till date exceeds progress billing, the excess is shown as contract assets.
For contracts where progress billings exceed the contract revenue till date, the excess is shown as advance from
customer (Contract Liability). Amounts received before the related work is performed are included as a liability as
418advance from customer (Contract Liability). Payment terms agreed with a customer are as per business practice and
there is no financing component involved in the transaction price. Impairment loss (termed as provision for
foreseeable losses in the Restated Consolidated Financial Information) is recognized in profit or loss to the extent
the carrying amount of the contract asset exceeds the remaining amount of consideration that our Company expects
to receive towards remaining performance obligations (after deducting the costs that relate directly to fulfil such
remaining performance obligations).
D. Interest and Dividend Income
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest
rate applicable. Income from dividend is recognised when right to receive payment is established.
E. Other Income
Other Incomes are accounted as and when the right to receive such income arises and it is probable that the economic
benefits will flow to our Company and the amount of income can be measured reliably.
(b) Property, Plant and Equipment
Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation or
accumulated impairment loss, if any. Cost of item of property, plant and equipment includes purchase price, taxes,
non- refundable duties, freight and other costs that are directly attributable to bringing assets to their working
condition for their intended use. Expenses capitalised include applicable borrowing costs for qualifying assets, if
any.
Expenditure incurred on start up and commissioning of the project and /or substantial expansion ,including the
expenditure incurred on trial runs (Net of trial run receipts, if any) up to the date of commencement of commercial
production are capitalised.
This recognition principle is applied to the costs incurred initially to acquire an item of property, plant and equipment
and also to costs incurred subsequently to add to, replace part of, or service it. All other repair and maintenance costs,
including regular servicing, are recognised in the statement of profit and loss as incurred. When a replacement occurs,
the carrying value of the replaced part is de-recognised. Where an item of property, plant and equipment comprises
major components having different useful lives, these components are accounted for as separate items.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from the continued use of asset. Any gain or loss arising on the disposal or retirement of an item of
property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount
of the asset and is recognised in the Statement of Profit and Loss.
The residual values, useful lives and method of depreciation of Property, Plant and Equipment is reviewed at each
financial year and adjusted prospectively, if any.
Spares that can be used only with particular items of plant and machinery and such usage is expected to be for more
than once accounting period are capitalized.
Property, Plant and Equipment under construction are recognized as capital work in progress. Advances paid towards
the acquisition of property, plant & equipments outstanding as of each balance sheet date is disclosed under long
term loans and advances.
Upon first-time adoption of Ind AS, our Company has elected to measure its Property, Plant and Equipment at the
Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e., 1 April 2022, except for
Land, Plant & Machinery (including electrical installation & laboratory equipments), CO2 Transport tank which
have been measured at fair value as on transition and management decided to adopt it as a revaluation policy in
accordance with Ind AS 16 Our Company revalue Land, Plant & Machinery (including electrical installation &
laboratory equipments) and CO2 Transport tank at regular intervals, or more frequently if there are indicators of
significant changes in fair values, to ensure that their carrying amounts are not materially different from fair values.
(c) Intangible assets
Intangible assets relating to software acquired separately are initially recognized at cost and subsequently carried at
cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are derecognized
upon disposal or when no future economic benefits are expected from their use. Any gain or loss arising from the
derecognition of intangible assets is measured as the difference between the net disposal proceeds and the carrying
amount of the asset and is recognized in the Statement of Profit and Loss when the asset is derecognized.
419Subsequent to initial recognition, intangible assets with definite useful lives are reported at cost less accumulated
amortization and accumulated impairment losses.
Upon first-time adoption of Ind AS, our Company has elected to measure its intangible assets at the Previous GAAP
carrying amount as its deemed cost on the date of transition to Ind AS i.e., 1 April 2022.
(d) Depreciation of Property, Plant and Equipment
Depreciation computed as per the straight line method based on the management’s estimate of useful life of a
property, plant and equipment which is in accordance with the useful lives of property, plant and equipment indicated
in Schedule II of the Act. These charges are commenced from the dates the assets are available for their intended use
and are spread over their estimated useful economic lives. The estimated useful lives of assets and residual values
are reviewed regularly and, when necessary, revised. For certain assets categorized under “Property, Plant and
equipment”, based on internal assessment, the management believes that these assets have useful lives which is
different from the useful lives as prescribed under Part C of Schedule II of the Act.
The following useful lives apply to the different types of tangible assets:
Type of Assets Useful Life
Building 30 Years
Cylinders 1 Year
Electrical Installation 10 Years
Plant & Machinery (CPP) 25 Years
Storage Tankers 30 Years
Laboratory Equipments 10 Years
Office Equipments 5 Years
Computer 3 Years
Furniture & Fixture 10 Years
CO2 Transport tank 30 Years
Transport Vehicle 8-10 Years
Vehicles 8-10 Years
ROU assets are depreciated on a straight-line basis over the shorter of the lease term or the useful life of the
underlying asset. The residual values, useful lives and methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if appropriate. Spares capitalized are being
depreciated over the useful life /remaining useful life of the plant and machinery with which such spares can be used.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in the income statement when the asset is derecognized.
(e) Amortisation of Intangible assets
Intangible assets except Goodwill are amortised in Statement of Profit or Loss over their estimated useful lives, from
the date that they are available for use based on the expected pattern of consumption of economic benefits of the
asset. Accordingly, at present, these are being amortised on straight line basis
The estimated useful lives of Intangible Assets are as follows:
Type of Assets Useful Life
Computer Software (IA) 5 Years
The useful lives are reviewed atleast at each year end. Changes in expected useful lives are treated as changes in
accounting estimates.
(f) Impairment of non-financial assets
The carrying amounts of property, plant and equipment, capital work-in-progress, and intangible assets are reviewed
at each Balance Sheet date to determine whether there is any indication of impairment. If such an indication exists,
the recoverable amount of the asset is estimated. Recoverable amount is the higher of fair value less costs to sell and
value in use. 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 or the cash-generating unit. For impairment testing, assets are grouped into the smallest group of assets that
420generates cash inflows largely independent from the cash inflows of other assets or groups of assets (the “cash-
generating unit”). An impairment loss is recognized whenever the carrying amount of an asset or cash-generating
unit exceeds its recoverable amount and is recognized in the Statement of Profit and Loss.
Impairment losses recognized in prior periods are reviewed at each reporting date to assess whether the loss has
decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount, but only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined (net of depreciation or amortization) had no impairment loss been
recognized. Impairment loss recognized for goodwill is not reversed in subsequent periods unless it resulted from a
specific external event of an exceptional nature that is not expected to recur, and subsequent external events reverse
the effect of that event.
(g) Financial Instruments
(I) Recognition:
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. Trade receivables and debt securities issued are initially recognised when they
are originated. All other financial instruments are initially recognised when our Company becomes a party to the
contractual provisions of the instrument.
(II) Initial measurement:
Financial instruments are initially recognised at its fair value. Transaction costs directly attributable to the acquisition
or issue of financial instruments are recognised in determining the carrying amount, if it is not classified as at fair
value through profit or loss. However, trade receivables that do not contain a significant financing component are
measured at transaction price. Transaction costs of financial instruments carried at fair value through profit or loss
are expensed in the statement of profit and loss. Subsequently, financial instruments are measured according to the
category in which they are classified.
(III) Financial Assets
Classification and measurement – financial assets:
Classification of financial assets is based on the business model in which the instruments are held as well as the
characteristics of their contractual cash flows. The business model is based on management’s intentions and past
pattern of transactions. Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest. Our Company reclassifies financial assets when
and only when its business model for managing those assets changes.
Financial assets are classified into three categories
i. financial assets at amortised cost:
Financial assets having contractual terms that give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal outstanding and that are held within a business model whose objective is to
hold such assets in order to collect such contractual cash flows are classified in this category. Subsequently, these
are measured at amortised cost using the effective interest method less any impairment losses. The effective interest
method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or
expense over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or
payments through the expected life of the financial instrument, or where appropriate, a shorter period.
ii. Financial assets at fair value through other comprehensive income (FVTOCI)
(a) Equity investments at fair value through other comprehensive income (FVTOCI) (Equity instruments)
other than Investment in subsidiary, associate, Joint venture and common control:
These include financial assets that are equity instruments and are designated as such upon initial recognition
irrevocably. Subsequently, these are measured at fair value and changes therein are recognised directly in other
comprehensive income (OCI), net of applicable income taxes. Dividends from these equity investments are
recognised in the statement of Profit and Loss when the right to receive payment has been established. When
the equity investment is derecognised, the cumulative gain or loss in equity is transferred to retained earnings.
421(b) Financial assets at fair value through other comprehensive income (FVTOCI) (Debt instruments):
Financial assets having contractual terms that give rise on specified dates, to cash flows that are solely payments
of principal and interest on the principal outstanding and that are held within a business model whose objective
is to hold such assets in order to collect such contractual cash flows as well as to sell the financial asset, are
classified in this category.
Subsequently, these are measured at fair value, with unrealised gains or losses being recognised in other
comprehensive income apart from any expected credit losses or foreign exchange gains or losses, which are
recognised in profit or loss.
iii. Financial assets measured at fair value (FVTPL)
Financial assets are measured at fair value through profit and loss unless it is measured at amortised cost or at
fair value through other comprehensive income on initial recognition. The transaction costs directly attributable
to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately
recognised in profit and loss.
(IV) Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by our Company are classified according to the substance of
the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences residual interests in the assets of our Company after
deducting all of its liabilities. Equity instruments issued by our Company are recorded at the proceeds received,
net of direct issue costs.
Financial Liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as
at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,
are recognised in profit or loss.
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently
measured at amortised cost, using the effective interest rate method where the time value of money is significant.
Interest bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently
measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net
of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the
borrowings in the statement of profit and loss.
Financial guarantee contracts: These are initially measured at their fair values and, are subsequently measured
at the higher of the amount of loss allowance determined or the amount initially recognised less, the cumulative
amount of income recognised.
Other financial liabilities: These are measured subsequently measured at amortised cost using the effective
interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any
gain or loss on derecognition is also recognised in profit or loss.
(V) Determination of fair value:
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, regardless of whether that price is directly observable or
estimated using another valuation technique. The fair value of a financial instrument on initial recognition is
normally the transaction price (fair value of the consideration given or received).
In estimating the fair value of an asset or liability, our Company takes into account the characteristics of the
asset or liability if market participants would take those characteristics into account when pricing the asset or
liability at the measurement date. Subsequent to initial recognition, our Company determines the fair value of
financial instruments that are quoted in active markets using the quoted bid prices (financial assets held) or
quoted ask prices (financial liabilities held) and using valuation techniques for other instruments. Valuation
techniques include discounted cash flow method and other valuation methods.
422(VI) Derecognition of financial assets and financial liabilities:
De-recognition of financial assets
Our Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset
expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to
another entity. If our Company neither transfers nor retains substantially all the risks and rewards of ownership
and continues to control the transferred asset, our Company recognises its retained interest in the assets and an
associated liability for amounts it may have to pay. If our Company retains substantially all the risks and rewards
of ownership of a transferred financial asset, our Company continues to recognise the financial asset and also
recognizes a collateralised borrowing for the proceeds received. On de-recognition of a Financial Asset (except
for Financial Assets measured at FVTOCI), the difference between the carrying amount and the consideration
received is recognized in the Statement of Profit and Loss.
De-recognition of financial liabilities
Our Company de-recognises financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The differences between the carrying amount of the financial liability
derecognized and the consideration paid is recognized in the Statement of Profit and Loss.
(VII) Impairment of financial assets:
Our Company recognizes impairment on financial assets measured at amortized cost using the Expected Credit
Loss (ECL) model in accordance with Ind AS 109 Financial Instruments. At each reporting date, our Company
assesses whether the credit risk on a financial instrument has increased significantly since initial recognition.
Where there has not been a significant increase in credit risk, our Company recognizes a loss allowance based
on 12-month expected credit losses. These represent the portion of lifetime expected credit losses that result
from default events that are possible within 12 months after the reporting date. Where there has been a significant
increase in credit risk since initial recognition, our Company recognizes a loss allowance based on lifetime
expected credit losses, representing the expected credit losses resulting from all possible default events over the
expected life of the financial instrument.
ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/expense in the
Restated Statement of Profit and Loss. In Restated Statement of Assets and Liabilities ECL for financial assets
measured at amortized cost is presented as an allowance, i.e. as an integral part of the measurement of those
assets in the Restated Statement of Assets and Liabilities. The allowance reduces the net carrying amount. Until
the asset meets write off criteria, our Company does not reduce impairment allowance from the gross carrying
amount.
In assessing whether credit risk has increased significantly, our Company considers reasonable and supportable
information, including historical experience, current conditions, and forward-looking information that is
available without undue cost or effort.
(VIII) Derivative financial instruments and hedge accounting
Our Company enters into forward contracts and principal and interest swap contracts to hedge its risks associated
with foreign currency and variable interest rate fluctuations related to existing financial assets and liabilities,
certain firm commitments and forecasted transactions. These derivative contracts are being considered as cash
flow hedge. The use of hedging instruments is governed by the Company’s policies approved by the Board of
Directors. Our Company does not use these contracts for trading or speculative purposes. To designate a forward
contract/ swap contract as an effective hedge, management objectively evaluates and evidences with appropriate
supporting documents at the inception of each contract whether the contract is effective in offsetting cash flows
attributable to the hedged risk. Derivatives are initially accounted for and measured at fair value from the date
the derivative contract is entered into and are subsequently re-measured to their fair value at the end of each
reporting period.
Our Company adopts hedge accounting for forward and interest rate contracts wherever possible. At the
inception of each hedge, there is a formal, documented designation of the hedging relationship. This
documentation includes, inter alia, items such as identification of the hedged item or transaction and the nature
of the risk being hedged. At inception each hedge is expected to be highly effective in achieving an offset of
changes in fair value or cash flows attributable to the hedged risk. The effectiveness of hedge instruments to
reduce the risk associated with the exposure being hedged is assessed and measured at the inception and on an
423ongoing basis. The ineffective portion of designated hedges is recognised immediately in the statement of profit
and loss. The effective portion is recognized in Other Comprehensive Income.
When hedge accounting is applied:
• for fair value hedges of recognised assets and liabilities, changes in fair value of the hedged assets and liabilities
attributable to the risk being hedged, are recognised in the statement of profit and loss and compensate for the
effective portion of symmetrical changes in the fair value of the derivatives.
• for cash flow hedges, the effective portion of the change in the fair value of the derivative is recognised directly
in equity and the ineffective portion is taken to the statement of profit and loss. If the cash flow hedge of a firm
commitment or forecasted transaction results in the recognition of a non-financial asset or liability, then, at the
time the asset or liability is recognised, the associated gains or losses on the derivative that had previously been
recognised in equity are included in the initial measurement of the asset or liability. For hedges that do not result
in the recognition of a non-financial asset or a liability, amounts deferred in equity are recognised in the
statement of profit and loss in the same period in which the hedged item affects the statement of profit and loss.
In cases where hedge accounting is not applied, changes in the fair value of derivatives are recognised in the
statement of profit and loss as and when they arise.Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time,
any cumulative gain or loss on the hedging instrument recognized in equity is retained in equity until the
forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or
loss recognised in equity is transferred to the statement of profit and loss for the period.
(h) Cash and bank balances
Cash and bank balances consist of:
(i) Cash and cash equivalents - which includes cash in hand, deposits held at call with banks and other short-term
deposits which are readily convertible into known amounts of cash, are subject to an insignificant risk of change in
value and have maturities of less than three months from the date of such deposits. These balances with banks are
unrestricted for withdrawal and usage.
(ii) Other bank balances - which includes balances and deposits with banks that are restricted for withdrawal and
usage.
(i) Leases
Our Company has adopted Ind AS 116 “Leases” and applied the standard to all lease contracts.
Company as a lessee
The Company, as a lessee, recognises a Right-to-use (ROU) asset and a lease liability for its leasing arrangements,
if the contract conveys the right to control the use of an identified asset. The contract conveys the right to control the
use of an identified asset if it involves the use of an identified asset and our Company has substantially all of the
economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the Right-
to-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease
payments made at or before the commencement date plus any initial direct costs incurred. The Right-to-use assets is
subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and
adjusted for any remeasurement of the lease liability. The right-of use assets are depreciated using the straight-line
method from the commencement date over the shorter of lease term or useful life of Right-to-use asset.
The Company measures the lease liability at the present value of the lease payments that are not paid at the
commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if
that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental
borrowing rate. For short-term and low value leases, our Company recognises the lease payments as an operating
expense on a straight-line basis over the lease term. When the lease liability is remeasured due to change in contract
terms, a corresponding change is made to the carrying amount of Right-to-use asset, or is recorded in the profit and
loss account if the carrying amount of Right-to-use asset is reduced to zero.
Company as Lessor
424Leases for which our Company is the lessor are classified as either finance leases or operating leases. A lease is
classified as a finance lease when substantially all the risks and rewards incidental to ownership of the underlying
asset are transferred to the lessee. All other leases are classified as operating leases.
For assets given on operating lease, lease rental income is recognized in the Statement of Profit and Loss on a
straight-line basis over the lease term unless the receipts are structured to increase in line with expected general
inflation to compensate for the expected inflationary cost increases. The underlying asset is presented under Property,
Plant and Equipment or Investment Property as applicable.
For assets given on finance lease, amounts due from lessees are recognised as receivables at the amount of the
Company’s net investment in the leases. Finance income is allocated to accounting periods so as to reflect a constant
periodic rate of return on the Company’s net investment outstanding in respect of the leases.
(j) Inventories
The cost of raw material includes purchase price, duties and taxes (other than those subsequently recoverable from
taxing authorities), freight inward, and other expenditure necessary to bring the inventories to their present location
and condition. The cost of finished goods comprises direct material and labour expenses along with an appropriate
portion of production overheads incurred in bringing the inventory to its present location and condition. Fixed
production overheads are allocated based on the normal capacity of the production facilities. The net realisable value
of finished goods is the estimated selling price in the ordinary course of business, less estimated costs of completion
and costs necessary to make the sale. Costs incurred on long term construction contracts representing general purpose
item of inventories are disclosed as contract work in progress net of provision for loss.
Raw materials and stores and spares are valued at lower of cost or net realizable value(NRV). 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 stores and
spares is determined on Fist in first Out (FIFO) basis. Finished Goods is valued at the cost or NRV whichever is
lower. The comparison of cost and net realisable value is made on an item-by-item basis. Scrap/By product is valued
at net realisable value.
The valuation for inventories is as follows;
Classification Valuation Policy
Finished Goods At lower of cost or net realizable value.
Raw Material At cost or net realizable value (if FG valued at realizable value)
WIP At Cost
Consumables At Cost
Plant & equipment At Cost
(k) Employee Benefits
The Company’s obligation towards various employee benefits have been recognized as follows:
Short term benefits
Employee benefits payable wholly within twelve months of receiving employees services are classified as short-term
employee benefits. These benefits include salaries and wages, bonus and exgratia.The undiscounted amount of short-
term employee benefits to be paid in exchange for employee services is recognized as an expense as the related
service is rendered by employees. Our Company recognizes a liability & expense for bonuses. Our Company
recognizes a provision where contractually obliged or where there is a past practice that has created a constructive
obligation.
Post-employment benefit plans
Defined Contribution Plans
Our Company pays provident fund contributions, superannuation fund and pension Scheme to publicly administered
funds as per local regulations. Our Company has no further payment obligations once the contributions have been
paid. The contributions are accounted for as defined contribution plans and the contributions are recognized as
employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a
cash refund or a reduction in the future payments is available.
Defined benefit plans
425Recognition and measurement of defined benefit plans:
For defined benefit schemes i.e. gratuity, superannuation and post-retirement medical benefit schemes, the cost of
providing benefits is determined using the Projected Unit Credit Method, with actuarial valuation being carried out
at each balance sheet date.
Re-measurement gains and losses of the net defined benefit liability/ (asset) are recognized immediately in other
comprehensive income. Such re-measurements are not re-classified to the Statement of Profit & Loss in the
subsequent period. The service cost and net interest on the net defined benefit liability/ (asset) is treated as a net
expense within employment costs. Past service cost is recognized as an expense when the plan amendment or
curtailment occurs or when any related restructuring costs or termination benefits are recognized, whichever is
earlier. The defined benefit obligation recognized in the balance sheet represents the present value of the defined-
benefit obligation as reduced by the fair value of plan assets.
Other long-term employee benefits
Compensated absences
The staff avails the leave during the year, hence there is no case of any accumulation of leave at the end of the year
for which any valuation of liability is required.
(l) Borrowing Cost
Borrowing costs include interest and other costs incurred by our Company in connection with the borrowing of
funds. Borrowing costs that are directly attributable to the acquisition, construction, or production of a qualifying
asset are capitalised as part of the cost of that asset. A qualifying asset is an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale.
Capitalisation of borrowing costs begins when the Company:
(a) incurs expenditure for the qualifying asset,
(b) incurs borrowing costs, and
(c) undertakes activities necessary to prepare the asset for its intended use or sale.
Capitalisation continues until substantially all activities necessary to prepare the qualifying asset for its intended use
or sale are complete. When parts of a project are completed and capable of being used independently, capitalisation
of borrowing costs for those parts ceases.
Borrowing costs eligible for capitalisation include interest expense calculated using the effective interest rate method,
amortisation of ancillary costs incurred in arranging borrowings, and exchange differences regarded as an adjustment
to interest costs on foreign currency borrowings.
Where specific borrowings are obtained for the purpose of acquiring or constructing a qualifying asset, the actual
borrowing costs incurred on such borrowings are capitalised. For qualifying assets financed through general
borrowings, the capitalisation rate applied is the weighted average of the borrowing costs applicable to the
borrowings outstanding during the period, excluding borrowings made specifically for obtaining qualifying assets.
All other borrowing costs that are not directly attributable to the acquisition or construction of a qualifying asset are
recognised as an expense in the Statement of Profit and Loss in the period in which they are incurred.
(m) Foreign currency transactions
Foreign exchange transactions are recorded at the exchange rate prevailing on the date of the transaction. Year-end
monetary assets and liabilities denominated in foreign currencies are translated at the year-end exchange rates. Non-
monetary items measured in terms of historical cost in a foreign currency are translated using the exchange rate at
the date of the transaction. Non-monetary items measured at fair value and denominated in a foreign currency are
translated using the exchange rate prevailing on the date when the fair value was determined. Exchange differences
arising on settlement or translation of monetary items are recognized in the Statement of Profit and Loss. The gain
or loss arising on translation of non-monetary items measured at fair value is treated consistently 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
changes are recognized in Other Comprehensive Income or in the Statement of Profit and Loss are also recognized
in OCI or in profit and loss, respectively).
Forward exchange contracts entered into to hedge the foreign currency risk of an existing asset or liability are
accounted for as follows: the premium or discount arising at the inception of the forward contract is amortized and
recognized as income or expense over the life of the contract. Exchange differences on such contracts are recognized
in the Statement of Profit and Loss in the period in which exchange rates change. Any profit or loss arising on
cancellation or renewal of such forward contracts is also recognized in the Statement of Profit and Loss.
426(n) Taxation
Tax expense for the year comprises current tax and deferred tax. Current tax is based on the taxable profit for the
year. Taxable profit differs from the profit reported in the Statement of Profit and Loss because it excludes items of
income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The
Company’s liability for current tax is calculated using tax rates and tax laws that have been enacted or substantively
enacted by the end of the reporting period. Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying values of assets and liabilities in the Restated Consolidated Financial Information and the
corresponding tax bases used in computing taxable profit, and is accounted for using the liability method. Deferred
tax assets are recognized only to the extent that it is probable that future taxable profits will be available against
which the temporary differences can be utilized. The carrying value of deferred tax assets is reviewed at the end of
each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered. Deferred tax is measured at the tax rates that are expected
to apply in the period when the liability is settled or the asset is realized, based on the tax rates and tax laws enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax assets and liabilities
reflects the tax consequences that would follow from the manner in which our Company expects, at the reporting
date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset
when they relate to income taxes levied by the same tax authority, our Company has legally enforceable rights to set
off current tax assets against current tax liabilities, and our Company intends to settle the balances on a net basis.
Current and deferred tax are recognized as income or expense in the Statement of Profit and Loss, except when they
relate to items recognized in Other Comprehensive Income or directly in equity, in which case the tax is also
recognized in Other Comprehensive Income or directly in equity, respectively.
Minimum Alternate Tax: Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent
there is convincing evidence that our Company will pay normal income tax during the specified period. In the year
in which MAT credit becomes eligible to be recognized as an asset in accordance with the recommendation contained
in the Guidance Note on “Accounting for Credit Available in respect of Minimum Alternative Tax under The Income
Tax Act, 1961” issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit
to the Profit and Loss Account and shown as MAT Credit Entitlement. Our Company reviews the same at each
Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer
convincing evidence to the effect that Company will pay normal income tax during the specified period.
(o) Earnings Per Shares
Basic earnings per share have been computed by dividing net income by the weighted average number of shares
outstanding during the year. Partly paid-up shares are included as fully paid equivalents according to the fraction
paid up. Diluted earnings per share is calculated by adjusting the net profit or loss attributable to equity shareholders
and the weighted average number of equity shares outstanding for the effects of all dilutive potential equity shares.
Potential equity shares are considered dilutive only if their conversion would decrease earnings per share or increase
loss per share from continuing operations. Dilutive potential equity shares are deemed to have been converted at the
beginning of the period, or from the date of their issue, where applicable. The dilutive effect of potential equity
shares is determined on the basis of the proceeds that would be received upon conversion and the fair value of the
equity shares. Potential equity shares that are anti-dilutive are excluded from the computation of diluted earnings per
share.
(p) Provisions, Contingent liabilities and Contingent assets
A provision is recognized when there is a present obligation (legal or constructive) as a result of a past event that
will probably require an outflow of resources and a reliable estimate can be made of the amount of the obligation. If
the effect of the time value of money is material, provisions are discounted to their present value using a current pre-
tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
When discounting is used, the unwinding of the discount is recognized as a finance cost. Each provision is based on
the best estimate of the expenditure required to settle the present obligation at the balance sheet date. 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 Company, or when there is a present obligation arising from past events but it is not probable that an
outflow of resources will be required to settle the obligation, or the amount cannot be reliably estimated. When the
possibility of an outflow of resources is remote, neither a provision nor a disclosure is made. Contingent assets are
neither recognized nor disclosed in the Restated Consolidated Financial Information. Provisions, contingent
liabilities, and contingent assets are reviewed at each balance sheet date.
427(q) Segment accounting
Our Company has applied Ind AS 108 “Operating Segments” for identifying and reporting operating segments.
Operating segments are defined as components of our Company that engage in business activities from which they
may earn revenues and incur expenses, whose operating results are regularly reviewed by the Chief Operating
Decision Maker (CODM) to allocate resources and assess performance, and for which discrete financial information
is available. The Company’s segment results are reported in a manner consistent with the internal reporting provided
to the CODM. The accounting policies used in the preparation of the Restated Consolidated Financial Information
are applied consistently in determining segment results, segment assets, and segment liabilities. Items that are not
directly identifiable with any particular operating segment are allocated on a reasonable basis.
In line with the provisions of Ind AS 108 - Operating Segments and on the basis of review of operations being done
by our Company operates primarily in the industrial gas sector and reports revenue and financial performance based
on the following product segments:
(a) Supply of Carbon dioxide: Manufacture of Carbon dioxide in liquid & solid (dry ice) form used in beverage
carbonation, food processing & preservation, chemical manufacturing, cold chain logistics and industrial
applications.
(b) Supply of Ethanol & DDGS: Manufacturing of ethanol which is used in blending with petrol and DDGS used
in cattle feed.
(c) Project engineering Design engineering supply installation and commissioning of CO2 plants (CCUS) & other
related products
(r) Government Grants
Government grants are recognised when there is reasonable assurance that our Company will comply with the
conditions attached to them and that the grants will be received. Government grants are classified as either grants
related to income or grants related to assets, depending on the nature of the grant. Grants related to income are
recognised in the Statement of Profit and Loss on a systematic basis over the periods in which the related costs, for
which the grants are intended to compensate, are recognised. Such grants are presented either as a credit in the
Statement of Profit and Loss or deducted from the related expense, consistent with the nature of the grant.
Government grants received for the acquisition, construction, or production of property, plant and equipment are
deducted from the carrying amount of the related asset. The grant reduces the depreciable amount of the asset, and
the benefit is recognised in profit or loss over the useful life of the asset through lower depreciation charges. Non-
monetary government grants, such as land or other resources given at concessional rates, are recorded at their fair
value or at a nominal value where fair value cannot be reliably determined. Government loans at below-market rates
of interest are treated as government grants. The benefit of the interest rate difference is measured as the difference
between the initial carrying amount of the loan determined using the market rate of interest and the proceeds received.
This benefit is accounted for in accordance with the nature of the grant—either related to income or related to assets.
Government grants that become repayable are recognised as a liability and the repayment is applied first against any
unamortised deferred income balance, with the remainder recognised in the Statement of Profit and Loss.
(s) Cash Flow Statements
Cash flows are reported using the indirect method, whereby profit/(loss) before tax is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expenses associated with investing or financing cash flows. The cash flows from operating,
investing and financing activities of our Company are segregated.
(t) Forward Contracts
Our Company enters into foreign exchange forward contracts to manage its exposure to fluctuations in foreign
currency exchange rates arising from its underlying transactions. Forward contracts are classified as derivative
financial instruments and are initially recognised at fair value on the date on which the contract is entered into. As
the fair value of forward contracts at inception is generally nil, no amount is recognised at the time of entering into
the contract.
Subsequently, forward contracts are re-measured at fair value at each reporting date. The fair value is determined
using appropriate valuation techniques, such as discounted cash flow models, based on observable market inputs
including forward exchange rates and interest rate yield curves. Profit and Loss under “Other income” or “Other
428expenses”, as applicable. Our Company does not apply hedge accounting for its forward contracts. Accordingly, all
changes in the fair value of forward contracts are recognised immediately in the Statement of Profit and Loss under
“Other income” or “Other expenses”, as applicable. Derivative financial instruments with a positive fair value are
presented as Derivative financial assets, while those with a negative fair value are presented as Derivative financial
liabilities in the Balance Sheet under Financial Assets and Financial Liabilities respectively.
429RESULTS OF OPERATIONS BASED ON OUR RESTATED CONSOLIDATED FINANCIAL INFORMATION
The following tables set forth our selected restated financial data from our restated consolidated statement of profit and loss for Fiscals 2023, 2024, 2025 and for the Six
months period ended September 30, 2025, the components of which are also expressed as a percentage of restated total income for such periods:
Six months period ended Fiscal
September 30, 2025 2025 2024 2023
Percentage Percentage Percentage Percentage
Particulars
Amount of total Amount of total Amount of total Amount of total
income income income income
(₹ in Lakhs) (%) (₹ in Lakhs) (%) (₹ in Lakhs) (%) (₹ in Lakhs) (%)
Income
Revenue from operations 27,939.52 99.21 48,817.39 99.57 13,652.86 99.00 11,037.78 99.05
Other income 222.67 0.79 212.75 0.43 138.16 1.00 105.93 0.95
Total Income 28,162.19 100.00 49,030.14 100.00 13,791.02 100.00 11,143.71 100.00
Expense
Cost of material consumed 18,081.92 64.21 33,912.09 69.17 7,155.30 51.88 4,620.37 41.46
Purchases of Stock-in-Trade 51.19 0.18 28.59 0.06 22.50 0.16 0.20 0.00
Changes in inventories of finished goods,
566.29 2.01 206.09 0.42 (894.87) (6.49) 3.50 0.03
Stock-in -Trade
Employee Benefits Expense 1,320.29 4.69 2,376.34 4.85 1,427.64 10.35 1,120.88 10.06
Finance Costs 573.67 2.04 1,111.91 2.27 310.41 2.25 251.61 2.26
Depreciation and Amortization Expenses 390.85 1.39 703.75 1.44 373.22 2.71 225.03 2.02
Other Expenses 4,194.85 14.90 7,470.90 15.24 4,206.63 30.50 3,995.99 35.86
Total Expenses 25,179.06 89.41 45,809.67 93.43 12,600.83 91.37 10,217.58 91.69
Restated Profit/(Loss) before exceptional items
2,983.13 10.59 3,220.47 6.57 1,190.19 8.63 926.13 8.31
and tax
Exceptional items - - - - - - - -
Restated Profit/(Loss) before tax 2,983.13 10.59 3,220.47 6.57 1,190.19 8.63 926.13 8.31
Tax Expenses
Current Tax 114.84 0.41 589.23 1.20 279.07 2.02 165.42 1.48
Earlier periods taxes - - (1.87) 0.00 7.42 0.05 0.24 0.00
Deferred Tax Charge/(Credit) 249.77 0.89 11.67 0.02 269.13 1.95 32.04 0.29
Total tax expenses 364.61 1.29 599.03 1.22 555.62 4.03 197.70 1.77
Restated Profit/(Loss) for the year 2,618.52 9.30 2,621.44 5.35 634.57 4.60 728.43 6.54
430Six months period ended September 30, 2025
Total Income
Total income for the six-months period ended September 30, 2025 stood at ₹ 28,162.19 lakhs. The income during the
period was primarily driven by revenue from operations and other income.
Revenue from Operations
For the six-month period ended September 30, 2025, revenue from operations amounted to ₹ 27,939.52 lakhs,
representing 99.21% of the total income. The revenue from operations was primarily driven by the manufactured goods,
which contributed ₹ 26,255.05 lakhs, accounting for 93.97% of our total revenue from operation. Revenue from project
engineering, which contributed ₹ 1,448.35 lakhs, accounting for 5.18% of our revenue from operations. Additionally,
traded goods, rendering of services and other operating revenue amounted to ₹ 236.12 lakhs, representing 0.84% of our
revenue from operations.
Six-months period ended September 30, 2025
Revenue from operations Revenue from operations % of revenue from operations
(in ₹ lakhs) (in %)
Manufactured Goods^ 26,255.05 93.97
Traded Goods^^ 56.31 0.20
Project Engineering 1,448.35 5.18
Rendering of Services# 9.24 0.03
Other Operating revenue* 170.57 0.61
Total Revenue From Operation 27,939.52 100.00
^ Manufactured Goods consists of revenue from Sale of Liquid & solid carbon dioxide and sales of Ethanol & Distillers Dried Grains
with Solubles.
^^ Traded Good consists of revenue from Liquid & solid carbon dioxide.
# Rendering of Services consists of revenue from Carriage, Tanker Rent & Leasing or Renting of Machinery.
*Other operating revenue consists of revenue from the sale of scrap material & others.
During the six-month period ended September 30, 2025, a significant majority of our revenue from operations was
generated from our core manufacturing segment, which accounted for 93.97% of total revenue from operation. In
comparison, our project engineering vertical contributed 5.18% to the total revenue from operations, reflecting a
complementary yet smaller contribution to our overall business performance.
Other Income
Other income for the six-months period ended September 30, 2025 was ₹ 222.67 lakhs, accounting for 0.79% of total
income. Other income primarily comprised interest income from bank & other advances contributing ₹ 44.53 lakhs
accounting for 0.16% of total income, along with net gain on fair valuation of forward exchange contracts contributing ₹
67.71 lakhs accounting for 0.24% of total income.
Total Expenses:
Total expenses for the six-months period ended September 30, 2025 amounted to ₹ 25,179.06 lakhs, representing 89.41%
of total income which comprised of cost of materials consumed of ₹ 18,081.92 lakhs, purchases of stock-in-trade of ₹
51.19 lakhs, changes in inventories of finished goods & stock-in –trade of ₹ 566.29 lakhs, employee benefits expenses
of ₹ 1,320.29 lakhs, finance cost of ₹ 573.67 lakhs, depreciation and amortization expenses of ₹ 390.85 lakhs, and other
expenses of ₹ 4,194.85 lakhs.
A detailed break-up of each component is provided below:
Cost of Materials Consumed
Cost of materials consumed for the six-months period ended September 30, 2025 amounted to ₹ 18,081.92 lakhs,
representing 64.21% of our total income which comprised purchases made during the year for chemical, grain, carbon
dioxide, component/parts for project engineering (purchase) accounting for 66.73% of our total income. Our opening
stock of inventory at the commencement of period was ₹ 1,101.25 lakhs, while the closing stock at the end of the period
was ₹ 1,812.34 lakhs.
431Purchase of Stock-in-Trade
Cost of materials consumed for the six-months period ended September 30, 2025 amounted to ₹ 51.19 lakhs, representing
0.18% of our total income which consists of liquid & solid carbon dioxide.
Changes in inventories of finished goods and Stock-in -Trade
The change in inventories of finished goods and stock-in-trade for the six-month period ended September 30, 2025
amounted to ₹ 566.29 lakhs. This was primarily due to a decrease in inventory levels, with closing stock of finished goods
at ₹146.94 lakhs as compared to opening stock of ₹713.23 lakhs.
Employee Benefit Expenses
Employee benefits expenses for the six-months period ended September 30, 2025 amounted to ₹ 1,320.29 lakhs,
representing 4.69% of our total income. The expense was primarily attributable to salaries & directors’ remunerations of
₹ 1,264.87 lakhs, contribution to provident fund and other funds of ₹ 22.41 lakhs, and staff welfare expenses of ₹ 33.01
lakhs.
Finance Costs
Finance costs for the six-months period ended September 30, 2025 amounted to ₹ 573.67 lakhs, representing 2.04 % of
our total income. Finance costs were primarily incurred on interest expenses for secured loans and vehicle loans of ₹
462.14 lakhs, interest on unsecured loan and lease liability of ₹ 71.99 lakhs and ₹ 0.94 lakhs respectively, and other
borrowing costs of ₹ 38.60 lakhs. Other borrowing costs primarily comprise of bank charges, processing fees and bill
discounted charges in relation to bank guarantees and borrowings.
Depreciation and Amortisation Expenses
Depreciation and amortisation expense for the six-months period ended September 30, 2025 amounted to ₹ 390.85 lakhs,
representing 1.39% of our total income. The expense relates to depreciation on property, plant and equipment, right to
use assets and intangible assets during the period.
Other Expenses
Other expenses for the six-months period ended September 30, 2025 amounted to ₹ 4,194.85 lakhs, representing 14.90%
of our total income, and primarily comprised power & fuel expenses amounting to ₹ 1,711.61 lakhs, oil & lubricants
were ₹ 597.76 lakhs, repairs to machinery and repairs others were ₹ 217.78 lakhs and ₹ 248.76 lakhs respectively, rates
& taxes amounting to ₹ 532.01 lakhs, labour loading & unloading expenses ₹ 158.07 lakhs and miscellaneous expenses
were ₹ 180.48 lakhs.
Profit before Tax (PBT)
Profit before tax for the six-months period ended September 30, 2025 amounted to ₹ 2,983.13 lakhs, representing a profit
before tax margin of 10.59% of total income.
Tax Expenses
Total tax expenses for the six-months period ended September 30, 2025 amounted to ₹ 364.61 lakhs, representing 1.29%
of total income. The tax expense primarily comprised current tax of ₹ 114.84 lakhs, and deferred tax of ₹ 249.77 lakhs,
in line with profits earned during the period.
Profit after Tax (PAT)
As a result of the foregoing, profit after tax for the six-months period ended September 30, 2025 amounted to ₹ 2,618.52
lakhs, representing a PAT margin of 9.30% of total income.
Fiscal 2025 Compared to Fiscal 2024
Total Income
432Total income increased substantially by 255.52% from ₹ 13,791.02 lakhs for Fiscal 2024 to ₹ 49,030.14 lakhs for Fiscal
2025 due to significant increases in revenue from operations.
Revenue from operations
Revenue from operations increased by 257.56%, rising from ₹13,652.86 lakhs in Fiscal 2024 to ₹48,817.39 lakhs in
Fiscal 2025. This growth was primarily driven by a significant increase in revenue from the sale of manufactured goods,
along with higher contributions from the project engineering segment.
Revenue from the sale of manufactured goods grew substantially to ₹45,363.50 lakhs in Fiscal 2025 from ₹11,160.20
lakhs in Fiscal 2024, supported by higher sales volumes and an improvement in average selling prices across key
products. This increase was largely attributable to strong performance in liquid carbon dioxide, where revenue rose to
₹10,535.67 lakhs in Fiscal 2025 from ₹8,695.29 lakhs in Fiscal 2024, driven by both volume growth and better
realizations.
Additionally, the commencement and scale-up of ethanol operations significantly contributed to overall revenue growth.
Revenue from the production and sale of ethanol and DDGS increased sharply to ₹34,036.05 lakhs in Fiscal 2025 from
₹1,623.22 lakhs in Fiscal 2024, reflecting enhanced production capacity.
Detailed bifurcation of each vertical is as set forth below:
Increase/
Fiscal 2025 Fiscal 2024
Revenue from operations decrease
(₹ in Lakhs) (%)
Manufactured goods^ 45,363.50 11,160.20 306.48
Traded goods^^ 31.45 24.75 27.07
Project engineering 3,165.48 2,376.27 33.21
Rendering of services# 90.77 91.64 (0.95)
Other operating revenue* 166.19 - NA
Total Revenue From Operation 48,817.39 13,652.86 257.56
^ Manufactured goods consists of revenue from sale of liquid & solid carbon dioxide and sales of ethanol & distillers dried grains
with solubles
^^ Traded good consists of revenue from liquid & solid carbon dioxide.
# Rendering of services consists of revenue from carriage, tanker rent & leasing or renting of machinery.
*Other operating revenue consists of revenue from the sale of scrap material & others.
In addition, revenue from project engineering increased by 33.21%, rising from ₹ 2,376.27 lakhs in Fiscal 2024 to ₹
3,165.48 lakhs in Fiscal 2025. This growth was primarily driven by the receipt and execution of higher-value new projects
during the year.
Other Income:
Other income increased by 53.99% from ₹ 138.16 lakhs for Fiscal 2024 to ₹ 212.75 lakhs for Fiscal 2025, primarily due
to: (i) a 69.07% increase in interest income from ₹54.64 lakhs for Fiscal 2024 to ₹ 92.38 lakhs for Fiscal 2025, (ii) a
2508.52% increase in discount & rebates from ₹2.53 lakhs for Fiscal 2024 to ₹66.02 lakhs for Fiscal 2025, (iii) a 710.28%
increase in other miscellaneous income from ₹4.26 lakhs for Fiscal 2024 to ₹34.52 lakhs for Fiscal 2025 (iv) a 2.44%
increase in fair value gain / (loss) on mutual fund investments & gold from ₹ 14.96 lakhs for Fiscal 2024 to ₹ 15.32 lakhs
for Fiscal 2025 and (v) The overall increase was partially moderated by lower contributions from by income from sale
of scrap, profit on sale of fixed assets, foreign exchange fluctuation gain.
Total Expenditure:
Our total expenses increased by 263.54% from ₹ 12,600.83 lakhs for Fiscal 2024 to ₹ 45,809.67 lakhs for Fiscal 2025.
The reasons for change are discussed below:
Cost of Materials Consumed
Cost of materials consumed of our Company increased by 373.94 % from ₹ 7,155.30 lakhs for Fiscal 2024 to ₹ 33,912.09
lakhs for Fiscal 2025. Cost of materials consumed as a percentage of total income has increased from 51.88% for Fiscal
4332024 to 69.17% of total income for Fiscal 2025. Our cost of materials consumed is calculated as purchase made during
the year for chemical, grain, Carbon dioxide, component/parts (project engineering) along with opening stock at the
commencement of financial year and after deducting closing stock t the end of the financial year.
Our opening stock for the Fiscal 2025 was ₹ 587.44 lakhs as compared to ₹ 22.06 lakhs in Fiscal 2024. Our total purchase
of chemical, grain, carbon dioxide, component/parts (project engineering) during Fiscal 2025 was ₹ 34,405.26 lakhs as
compared to ₹ 7,720.68 lakhs in Fiscal 2024, showing increase of 345.62%. While, our closing stock for the Fiscal 2024
was ₹ 587.44 lakhs, it was increased to ₹ 1,101.25 lakhs in Fiscal 2025.
Purchase of Stock-in-Trade
Purchase of stock in trade increased by 27.07% from ₹ 22.50 lakhs in Fiscal 2024 to ₹ 28.59 lakhs on account of increased
in volume of solid carbon dioxide.
Changes in inventories of finished goods, Stock-in -Trade
Changes in inventories of finished goods was ₹ 206.09 lakhs in Fiscal 2025, as compared to ₹ (894.87) lakhs in Fiscal
2024. This was primarily due to an increase in finished goods inventories at the beginning of the year to ₹919.32 lakhs
in Fiscal 2025 from ₹24.45 lakhs in Fiscal 2024, and a decrease in finished goods inventories at the end of the year to
₹713.23 lakhs in Fiscal 2025 from ₹919.32 lakhs in Fiscal 2024.
Employee Benefit Expenses
Our employee benefit expenses increased by 66.45% from ₹ 1,427.64 lakhs for Fiscal 2024 to ₹ 2,376.34 lakhs for Fiscal
2025, primarily due to an increase in annual wage as at March 31, 2025 from as at March 31, 2024 resulting in an increase
in salaries and annual wage increases.
Finance Costs
Our finance costs increased by 258.20% from ₹ 310.41 lakhs in Fiscal 2024 to ₹ 1,111.91 lakhs in Fiscal 2025. The
increase was primarily on account of interest expenses, which rose to ₹ 1,036.63 lakhs in Fiscal 2025 as compared to ₹
298.48 lakhs in Fiscal 2024 which consist interest on secured loan, unsecured loan and lease liability. Other borrowing
cost increased primarily due to increase of bank charges and processing from ₹11.94 lakhs in Fiscal 2024 to ₹75.28 lakhs
in Fiscal 2025.
Depreciation and Amortisation Expense
Our depreciation and amortization expense increased by 88.56% from ₹373.22 lakhs for Fiscal 2024 to ₹703.75 lakhs for
Fiscal 2025. This Increase in depreciation and amortisation expense is mainly on account of addition to gross block of
property, plants & equipment by 1,877.11 lakhs in Fiscal 2025.
Other Expenses
Our other expenses increased by 77.60% from ₹4,206.63 lakhs for Fiscal 2024 to ₹7,470.90 lakhs for Fiscal 2025. Our
total other expenses represented 15.24% of total income for Fiscal 2025 and 30.50% of total income for Fiscal 2024. The
primary reason for increase in other expenses is attributable to:
(i) Increase of 95.26% in Power & fuel from ₹ 1,540.85 lakhs in Fiscal 2024 to ₹ 3,008.66 lakhs in Fiscal 2025 due to
increase in volume of production.
(ii) Increase of 42.29% in repair of machinery & other from ₹ 553.68 lakhs in Fiscal 2024 to ₹ 787.81 lakhs in Fiscal
2025.
(iii) Increase of 5.17% in oil & lubrication expenses from ₹ 1,041.76 lakhs in Fiscal 2024 to ₹ 1,095.63 lakhs in Fiscal
2025.
(iv) Increase of 2271.49% in labour loading & unloading expenses from ₹ 9.97 lakhs in Fiscal 2024 to ₹ 236.32 lakhs in
Fiscal 2025.
Profit before Tax (PBT)
434As a result of the factors outlined above, our profit before taxes increased by 170.58% from ₹ 1,190.19 lakhs for Fiscal
2024 to ₹ 3,220.47 lakhs for Fiscal 2025. Profit before tax as a percentage of total income decreased from 8.63% in Fiscal
2024 to 6.57% in Fiscal 2025.
Tax Expenses
Tax expense was ₹ 599.03 lakhs and ₹ 555.62 lakhs for the Fiscal 2025 and Fiscal 2024, respectively showing increase
of 7.81%. Increase in tax expenses was primarily attributable to overall increase in revenue from operations and profit
before tax.
Profit after Tax (PAT)
Due to the factors discussed above, our profit for the year increased by 313.11% from ₹ 634.57 lakhs for Fiscal 2024 to
₹ 2,621.44 lakhs for Fiscal 2025. Profit after tax as a percentage of total income increased from 4.60% in Fiscal 2024 to
5.35% in Fiscal 2025. The improvement in net profit margin in Fiscal 2025 was primarily driven by higher sales volumes
and an improvement in average selling prices across key products.
Fiscal 2024 Compared to Fiscal 2023
Total Income
Total income increased substantially by 23.76% from ₹ 11,143.71 lakhs for Fiscal 2023 to ₹ 13,791.02 lakhs for Fiscal
2024 due to significant increases in revenue from operations.
Revenue from operations
Revenue from operations increased by 23.69%, rising from ₹11,037.78 lakhs in Fiscal 2023 to ₹13,652.86 lakhs in Fiscal
2024. This growth was primarily driven by a significant increase in revenue from the sale of manufactured goods, along
with higher contributions from the project engineering segment.
Revenue from the sale of manufactured goods grew substantially to ₹11,160.20 lakhs in Fiscal 2024 from ₹9,230.06
lakhs in Fiscal 2023, supported by higher sales volumes and an improvement in average selling prices across key
products. This increase was largely attributable to strong performance in liquid carbon dioxide, where revenue rose to
₹8695.29 lakhs in Fiscal 2024 from ₹8,314.19 lakhs in Fiscal 2023, driven by both volume growth and better realizations.
Additionally, the commencement and first year of ethanol operations significantly contributed to overall revenue growth.
Revenue from the production and sale of ethanol and DDGS is ₹1,623.22 lakhs in Fiscal 2024.
Detailed bifurcation of each vertical is as set forth below:
Increase/
Fiscal 2024 Fiscal 2023
Revenue from operations decrease
(₹ in Lakhs) (%)
Manufactured goods^ 11,160.20 9,230.06 20.91%
Traded goods^^ 24.75 0.22 11020.88%
Project engineering 2,376.27 1,761.78 34.88%
Rendering of services# 91.64 45.72 100.43%
Other operating revenue* - - NA
Total Revenue from Operation 13,652.86 11,037.78 23.69%
^ Manufactured goods consists of revenue from sale of liquid & solid carbon dioxide and sales of ethanol & distillers dried grains
with solubles
^^ Traded good consists of revenue from liquid & solid carbon dioxide.
# Rendering of services consists of revenue from carriage, tanker rent & leasing or renting of machinery.
*Other operating revenue consists of revenue from the sale of scrap material & others.
In addition, revenue from project engineering increased by 34.88%, rising from ₹ 1,761.78 lakhs in Fiscal 2023 to ₹
2,376.27 lakhs in Fiscal 2024. This growth was primarily driven by the receipt and execution of higher-value new projects
during the year.
435Other Income:
Other income increased by 30.43% from ₹ 105.93 lakhs for Fiscal 2023 to ₹ 138.16 lakhs for Fiscal 2024, primarily due
to: (i) a 18.91% increase in interest income from ₹45.95 lakhs form Fiscal 2023 to ₹ 54.64 lakhs for Fiscal 2024, (ii) a
51.63% increase in profit on sale of fixed assets from ₹36.37 lakhs for Fiscal 2023 to ₹55.14 lakhs for Fiscal 2024, (iii)
a 512.24% increase in fair value gain / (loss) on mutual fund investments & Gold from ₹2.44 lakhs for Fiscal 2023 to
₹14.96 lakhs for Fiscal 2024 and (v) The overall increase was partially moderated by lower contributions from by income
from discount & rebates, insurance claim and other miscellaneous income.
Total Expenditure:
Our total expenses increased by 23.32% from ₹ 10,217.58 lakhs for Fiscal 2023 to ₹ 12,600.83 lakhs for Fiscal 2024.
The reasons for change are discussed below:
Cost of Materials Consumed
Cost of materials consumed of our Company increased by 54.86 % from ₹ 4,620.37 lakhs for Fiscal 2023 to ₹ 7,155.30
lakhs for Fiscal 2024. Cost of materials consumed as a percentage of total income has increased from 41.46% for Fiscal
2023 to 51.88% of total income for Fiscal 2024. Our cost of materials consumed is calculated as purchase made during
the year for chemical, grain, carbon dioxide, component/parts (project engineering) along with opening stock at the
commencement of financial year and after deducting closing stock at the end of the financial year.
Our opening stock for the Fiscal 2024 was ₹ 22.06 lakhs as compared to ₹ 110.42 lakhs in Fiscal 2023. Our total purchase
of chemical, grain, Carbon dioxide, component/parts (project engineering) during Fiscal 2024 was ₹ 7,720.68 lakhs as
compared to ₹ 4,537.97 lakhs in Fiscal 2023, showing increase of 70.14%. While, our closing stock for the Fiscal 2023
was ₹ 22.06 lakhs, it increased to ₹ 587.44 lakhs in Fiscal 2024.
Purchase of Stock-in-Trade
Purchase of stock in trade increased from ₹ 0.20 lakhs in Fiscal 2023 to ₹ 22.50 lakhs in Fiscal 2024 on account of
increased in volume of liquid & solid carbon dioxide.
Changes in inventories of finished goods, Stock-in -Trade
Changes in inventories of finished goods was ₹ (894.87) lakhs in Fiscal 2024, as compared to ₹ 3.50 lakhs in Fiscal 2023.
This was primarily due to a decrease in finished goods inventories at the beginning of the year to ₹24.45 lakhs in Fiscal
2024 from ₹27.95 lakhs in Fiscal 2023, and an increased in finished goods inventories at the end of the year to ₹ 919.32
lakhs in Fiscal 2024 from ₹24.45 lakhs in Fiscal 2023.
Employee Benefit Expenses
Our employee benefit expenses increased by 27.37% from ₹ 1,120.88 lakhs for Fiscal 2023 to ₹ 1,427.64 lakhs for Fiscal
2024, primarily due to increase in annual salaries and annual wages as at March 31, 2024 to as at March 31, 2023.
Finance Costs
Our finance costs increased by 23.37% from ₹ 251.61 lakhs in Fiscal 2023 to ₹ 310.41 lakhs in Fiscal 2024. The increase
was primarily on account of interest expenses, which rose to ₹ 298.48 lakhs in Fiscal 2024 as compared to ₹ 239.71 lakhs
in Fiscal 2023 which consist interest on secured loan, unsecured loan and lease liability. Other borrowing cost increased
primarily due to increase of bank charges from ₹11.90 lakhs in Fiscal 2023 to ₹11.94 lakhs in Fiscal 2024.
Depreciation and Amortisation Expense
Our depreciation and amortization expense increased by 65.86% from ₹225.03 lakhs for Fiscal 2023 to ₹373.22 lakhs for
Fiscal 2024. Increase in depreciation and amortisation expense is mainly on account of addition to gross block of property,
plants & equipment by ₹14,472.09 lakhs in Fiscal 2024.
Other Expenses
436Our other expenses increased by 5.27% from ₹ 3,995.99 lakhs for Fiscal 2023 to ₹ 4,206.63 lakhs for Fiscal 2024. Our
total other expenses represented 30.50% of total income for Fiscal 2024 and 35.86% of total income for Fiscal 2023. The
primary reason for increase in other expenses is attributable to:
(i) Increase of 17.01% in Power & fuel from ₹ 1,316.86 lakhs in Fiscal 2023 to ₹ 1,540.85 lakhs in Fiscal 2024 due to
increase in volume of production.
(ii) Increase of 11.09% in route expenses from ₹ 178.52 lakhs in Fiscal 2023 to ₹ 198.33 lakhs in Fiscal 2024.
(iii) Increase of 68.05% in rent expenses from ₹ 44.16 lakhs in Fiscal 2023 to ₹ 74.21 lakhs in Fiscal 2024.
Profit before Tax (PBT)
As a result of the factors outlined above, our profit before taxes increased by 28.51% from ₹ 926.13 lakhs for Fiscal 2023
to ₹ 1,190.19 lakhs for Fiscal 2024. Profit before tax as a percentage of total income increased from 8.31% in Fiscal 2023
to 8.63% in Fiscal 2024.
Tax Expenses
Tax expense was ₹ 555.62 lakhs and ₹ 197.70 lakhs for the Fiscal 2024 and Fiscal 2023, respectively showing increase
of 181.05%. Increase in tax expenses was primarily attributable to overall increase in Revenue from Operations and profit
before tax.
Profit after Tax (PAT)
Due to the factors discussed above, our profit for the year decreased by 12.89% from ₹ 728.43 lakhs for Fiscal 2023 to ₹
634.57 lakhs for Fiscal 2024. Our subsidiary Pancarbo Greenfuels Private Limited, being in its first year of operations
and achieving a positive operating profit, the profit after tax turned negative. This was primarily due to higher non-cash
expenses, such as depreciation on property, plant and equipment (PPE), which were relatively significant compared to
the level of operating revenue. Consequently, this had an impact on the consolidated profit for the year.
Selected Restated Consolidated Statement of Assets and Liabilities
The table below sets forth the principal components of our total assets, equity and liabilities as at the periods indicated in
the table below:
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Total Non-current Assets 22,550.34 21,667.79 19,728.55 10,882.54
Total current assets 9,018.56 9,607.45 9,015.64 3,632.92
Total Assets 31,568.90 31,275.24 28,744.19 14,515.46
Total Equity (Including non-
8,750.58 6,150.92 4,449.66 3,438.73
controlling interest)
Total Non-current Liabilities 10,365.08 11,504.62 12,131.04 6,077.66
Total current liabilities 12,453.24 13,619.70 12,163.49 4,999.07
Total Equity and liabilities 31,568.90 31,275.24 28,744.19 14,515.46
Our total non-current assets were ₹ 10,882.54 lakhs as at March 31, 2023, increasing by 81.29% to ₹ 19,728.55 lakhs as
at March 31, 2024 and further increased by 9.83% to ₹ 21,667.79 lakhs as at March 31, 2025. The increase in our non-
current assets was primarily due to addition of property, plant & equipment. Further for the six months period ended
September 30, 2025, our total non-current assets increased by 4.07% to ₹ 22,550.34 lakhs due to addition of property,
plant & equipment.
Our total current assets were ₹ 3,632.92 lakhs as at March 31, 2023, increasing by 148.16% to ₹ 9,015.64 lakhs as at
March 31, 2024 and further increased by 6.56% to ₹ 9,607.45 lakhs as at March 31, 2025. The increase in our total current
assets was primarily due to increase in inventories, trade receivables, other financial assets and other current assets.
Further for the six months period ended September 30, 2025, our total current assets decreased by 6.13% to ₹ 9,018.56
lakhs due to a decrease in trade receivable and other current assets.
437Our total equity (including non-controlling interest) was ₹ 3,438.73 lakhs as at March 31, 2023, increasing by 29.40% to
₹ 4,449.66 lakhs as at March 31, 2024 and further increasing by 38.23% to ₹ 6,150.92 lakhs as at March 31, 2025. The
increase in total equity was primarily due to increase in profit for the period / year as well as retained earnings. Further
as at September 30, 2025, our total equity increased by 42.26% to ₹ 8,750.58 lakhs due to addition of profit for the period
to retained earnings.
Our total non-current liabilities stood at ₹ 6,077.66 lakhs as at March 31, 2023 and increased by 99.60% to ₹ 12,131.04
lakhs as at March 31, 2024, primarily driven by an increase in non-current borrowings. Thereafter, non-current liabilities
decreased by 5.16% to ₹ 11,504.62 lakhs in Fiscal 2025, and further declined to ₹ 10,365.08 lakhs for the six-month
period ended September 30, 2025, representing a decrease of 9.91%. The reduction was mainly attributable to repayment
of borrowings and a decrease in other financial liabilities.
Our total current liabilities were ₹ 4,999.07 lakhs as at March 31, 2023, increasing by 143.31% to ₹ 12,163.49 lakhs as
at March 31, 2024 and further increasing by 11.97% to ₹ 13,619.70 lakhs as at March 31, 2025. The increase was
primarily due to borrowing, trade payables, other financial liabilities, other current assets. Further as at September 30,
2025, our total current liability decreased by 8.56% to ₹ 12,453.24 lakhs primarily due to increase in trade payables, other
current liabilities and repayment of borrowing.
Liquidity and Capital Resources
We have historically financed the expansion of our business and operations through a combination of internal accruals
and external borrowings.
Cash flows based on our Restated Consolidated Financial Information
The following table sets forth certain information relating to our Company’s statement of cash flows for the periods
indicated below:
For the Six
Months For the Year For the Year
For the Year ended
Particulars Period ended ended ended
March 31, 2023
September 30, March 31, 2025 March 31, 2024
2025
Net Cash flow from/(Used in) 3,571.36 3,194.14 1,515.96 (567.31)
Operating Activities (A)
Net Cash flow from/(Used in) (1,325.38) (3,315.55) (10,002.22) (4,953.64)
Investing Activities (B)
Net Cash flow from/(Used in) (1,814.19) 68.85 8,537.75 5,416.98
Financing Activities (C)
Net Increase/(Decrease) in cash (52.56) 51.50 (103.97)
& cash equivalents 431.79
Cash & Cash equivalent at the 1 20.96 69.47 173.44
beginning of the year 68.40
Cash & Cash equivalent at the 68.40 120.96 69.47
end of the year 500.19
Net cash flow (used in)/generated from operating activities
Six months period ended September 30, 2025
Net cash flow generated from our operating activities was ₹ 3,571.36 lakhs for six-months period ended September 30,
2025. Our operating profit before working capital changes was ₹ 3,787.81 lakhs in the six-months period ended
September 30, 2025, which was the result of profit before tax of ₹ 2,983.13 lakhs primarily adjusted by depreciation and
amortization of ₹ 390.85 lakhs, the interest income of ₹ (44.53) lakhs, allowance for expected credit loss of ₹ 28.55 lakhs,
finance cost of ₹ 573.67 lakhs, gain on sale of property, plant & equipment of ₹ 33.18 lakhs, Fair value gain on mutual
fund investments & gold of ₹ 42.97 lakhs and Net gain on fair valuation of forward exchange contracts of ₹ 67.71 lakhs.
Our net investment of working capital was ₹ 50.33 lakhs. Our movements in working capital primarily comprised of
increase in Inventories of ₹ 217.53 lakhs and a decrease in trade receivables of ₹ 685.41 lakhs, financial assets (including
loans & Others) of ₹ 65.28 lakhs, other currents/non-currents assets of ₹ 623.93 lakhs. increase in provision of ₹ 52.00
438lakhs, decrease in trade payables of ₹ 385.09 lakhs, other financial liabilities of ₹ 439.43, other currents liabilities of ₹
434.89 lakhs. Direct Tax paid during the year was ₹ 166.12 lakhs, which resulted in net cash generated from operations
of ₹ 3,571.36 lakhs.
Fiscal 2025
Net cash flow generated from our operating activities was ₹ 3,194.14 lakhs for Fiscal 2025. Our operating profit before
working capital changes was ₹ 5,019.49 lakhs in Fiscal 2025, which was the result of profit before tax of ₹ 3,220.47 lakhs
primarily adjusted by depreciation and amortization of ₹ 703.74 lakhs, the interest income of ₹ (92.38) lakhs, allowance
for expected credit loss of ₹ 50.19 lakhs, finance cost of ₹ 1,111.91 lakhs, gain on sale of property, plant & equipment of
₹ 3.14 lakhs, Fair value gain on mutual fund investments & Gold of ₹ 15.32 lakhs and Net loss on fair valuation of
forward exchange contracts of ₹ 44.00 lakhs. Our net investment of working capital was ₹ 1,443.23 lakhs. Our movements
in working capital primarily comprised of increase in inventories of ₹ 46.24 lakhs, trade receivables of ₹ 1,522.21 lakhs,
financial assets (including loans & others) of ₹ 859.38 lakhs and a decrease in other currents/non-currents assets of ₹
1,180.77 lakhs. Increase in provision of ₹ 37.68 lakhs, trade payables of ₹ 520.67 lakhs and decrease in other financial
liabilities of ₹ 433.17 lakhs, other currents liabilities of ₹ 321.35 lakhs. Direct Tax paid during the year was ₹ 382.11
lakhs, which resulted in net cash generated from operations of ₹ 3,194.14 lakhs.
Fiscal 2024
Net cash flow generated from our operating activities was ₹ 1,515.96 lakhs for Fiscal 2024. Our operating profit before
working capital changes was ₹ 1,758.18 lakhs in Fiscal 2024, which was the result of profit before tax of ₹ 1,190.19 lakhs
primarily adjusted by depreciation and amortization of ₹ 373.22 lakhs, the interest income of ₹ (54.64) lakhs, allowance
for expected credit loss of ₹ 9.10 lakhs, finance cost of ₹ 310.41 lakhs, gain on sale of property, plant & equipment of ₹
55.14 lakhs and Fair value gain on mutual fund investments & gold of ₹ 14.96 lakhs. Our net investment of working
capital was ₹ 59.39 lakhs. Our movements in working capital primarily comprised of increase in Inventories of ₹ 1,802.10
lakhs, trade receivables of ₹ 1,597.69 lakhs, financial assets (including loans & others) of ₹ 528.40 lakhs and increased
in other currents/non-currents assets of ₹ 636.53 lakhs. Increase in provision of ₹ 38.62 lakhs, trade payables of ₹ 2,466.15
lakhs, other financial liabilities of ₹ 1,075.70 lakhs, other currents liabilities of ₹ 924.86 lakhs. Direct Tax paid during
the year was ₹ 182.85 lakhs, which resulted in net cash generated from operations of ₹ 1,515.96 lakhs.
Fiscal 2023
Net cash used in operating activities was ₹ 567.31 lakhs for Fiscal 2023. Our operating profit before working capital
changes was ₹ 1,302.32 lakhs in Fiscal 2023, which was the result of profit before tax of ₹ 926.13 lakhs primarily adjusted
by depreciation and amortization of ₹ 225.03 lakhs, the interest income of ₹ (45.95) lakhs, reversal for expected credit
loss of ₹ 15.68 lakhs, finance cost of ₹ 251.61 lakhs, gain on sale of property, plant & equipment of ₹ 36.37 lakhs and
Fair value gain on mutual fund investments & Gold of ₹ 2.44 lakhs. Our net investment of working capital was ₹ 1,794.74
lakhs. Our movements in working capital primarily comprised of increase in trade receivables of ₹ 758.07 lakhs, financial
assets (including loans & Others) of ₹ 327.65 lakhs, other currents/non-currents assets of ₹ 1,916.06 lakhs and a decrease
in inventories of ₹ 112.63 lakhs. Increase in provision of ₹ 21.54 lakhs, trade payables of ₹ 435.35 lakhs, other financial
liabilities of ₹ 114.27 lakhs and other currents liabilities of ₹ 523.25 lakhs. Direct Tax paid during the year was ₹ 74.89
lakhs, which resulted in net cash used in operations of ₹ 567.31 lakhs.
Net cash flow generated from/(used in) investing activities
Six months period ended September 30, 2025
Net cash used in investing activities was ₹ 1,325.38 lakhs for the six-months period ended September 30, 2025, which
was primarily attributable to the purchase of property, plant & equipment including intangible assets of ₹ 1,558.22 lakhs,
investment in mutual & gold of ₹ 39.00 lakhs, which was primarily offset by proceeds from sale of property, plant &
equipment of ₹ 44.62 lakhs, maturity in fixed deposits of ₹ 0.24 lakhs, capitalisation in capital work in progress of ₹181.07
lakhs and proceeds from interest income of ₹ 44.53 lakhs.
Fiscal 2025
Net cash used in investing activities was ₹ 3,315.55 lakhs for Fiscal 2025, which was primarily attributable to the purchase
of property, plant & equipment including intangible assets of ₹ 1,879.55 lakhs, investment in Mutual & Gold of ₹ 245.00
lakhs, acquisition related to control based subsidiary of ₹1,251.01 lakhs, investment in capital work in progress of ₹
91.85 lakhs, which was primarily offset by proceeds from sale of property, plant & equipment of ₹ 52.40 lakhs, maturity
in fixed deposits of ₹ 7.09 lakhs, and proceeds from interest income of ₹ 92.38 lakhs.
439Fiscal 2024
Net cash used in investing activities was ₹ 10,002.22 lakhs for Fiscal 2024, which was primarily attributable to the
purchase of property, plant & equipment including intangible assets of ₹ 14,476.68 lakhs, investment in mutual & gold
of ₹ 24.00 lakhs, which was primarily offset by proceeds from sale of property, plant & equipment of ₹ 60.71 lakhs,
maturity in fixed deposits of ₹ 32.42 lakhs, capitalisation in capital work in progress of ₹ 4,350.69 lakhs and proceeds
from interest income of ₹ 54.64 lakhs.
Fiscal 2023
Net cash used in investing activities was ₹ 4,953.64 lakhs for Fiscal 2023, which was primarily attributable to the purchase
of property, plant & equipment including intangible assets of ₹ 323.09 lakhs, investment in mutual & gold of ₹ 51.55
lakhs, investment in capital work in progress of ₹ 4,726.41 lakhs, which was primarily offset by proceeds from sale of
property, plant & equipment of ₹ 69.48 lakhs, maturity in fixed deposits of ₹ 31.98 lakhs, and proceeds from interest
income of ₹ 45.95 lakhs.
Net cash flow (used in) financing activities
Six months period ended September 30, 2025
Net cash used in financing activities was ₹ 1,814.19 lakhs for the six-months ended September 30,2025, primarily
attributable to repayment of long-term borrowing of ₹ 897.47 lakhs, repayment of short-term borrowing of ₹ 341.31
lakhs, repayment of lease liabilities (including interest) of ₹ 2.68 lakhs, and finance cost paid of ₹ 572.73 lakhs.
Fiscal 2025
Net cash flow from financing activities was ₹ 68.85 lakhs for fiscal 2025, mainly consisting re-payment of long-term
borrowing of ₹ 158.10 lakhs, re-payment of lease liabilities (including interest) of ₹ 2.45 lakhs, proceeds from short term
borrowings of ₹ 949.59 lakhs, proceeds/ (buyback) from issue of shares to non-controlling interest of ₹ 390.00 lakhs and
finance cost paid of ₹ 1,110.19 lakhs.
Fiscal 2024
Net cash flow from financing activities was ₹ 8,537.75 lakhs for fiscal 2024, mainly consisting proceeds from long-term
borrowing of ₹ 4,809.67 lakhs, proceeds from short term borrowings of ₹ 3,555.41 lakhs, proceeds from issue of shares
to non-controlling interest of ₹ 484.00 lakhs, re-payment of lease liabilities (including interest) of ₹ 2.32 lakhs, and
finance costs paid of ₹ 309.01 lakhs.
Fiscal 2023
Net cash flow from financing activities was ₹ 5,416.98 lakhs for fiscal 2023, mainly consisting proceeds from long-term
borrowing of ₹ 4,740.44 lakhs, proceeds from short term borrowings of ₹ 666.66 lakhs, proceeds from issue of shares to
non-controlling interest of ₹ 262.25 lakhs, re-payment of lease liabilities (including interest) of ₹ 1.02 lakhs, and finance
costs paid of ₹ 251.35 lakhs.
Financial Indebtedness
The following table sets forth our secured and unsecured debt position as of the below mentioned periods:
(In ₹ lakhs)
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Non-current borrowings
9,461.17 10,358.64 10,516.73 5,707.07
Current borrowings (including current
maturity of non-current borrowing) 6,197.74 6,539.05 5,589.46 2,034.05
Total borrowings 15,658.91 16,897.69 16,106.19 7,741.12
440For more information, see “Financial Indebtedness” on page 409.
Contractual Obligation
The table below sets forth our contractual obligations as at September 30, 2025 as per the Restated Consolidated Financial
Information. These obligations primarily relate to our contractual maturities of financial liabilities such as trade payables,
other financial liabilities.
(in ₹ lakhs)
Less than 1 More than 5
Particulars Total 1 years to 5 years
years years
Borrowing 15,658.91 6,197.75 9,461.16 -
Trade Payables 3,847.18 3,847.18 - -
Lease Liabilities 18.49 1.98 8.50 8.01
Derivative financial Liabilities - - - -
Other financial liabilities 752.07 752.07 - -
Contingent Liabilities
The following is summary table of our contingent liabilities for the Fiscals and period indicated as per the Restated
Consolidated Financial Information:
(in ₹ lakhs)
As at As at As at As at
Particulars September March 31, March 31, March 31,
30, 2025 2025 2024 2023
Contingent Liabilities
Guarantees issued
In favour of Pancarbo Greenfuels Private Limited jointly
with Punjab Fusion Private Limited and our Company 14,892.00 14,892.00 15,265.00 15,893.44
In favour of Punjab Carbonic Limited by Punjab Fusion
Private Limited 1,058.30 1,058.30 1,058.30 -
In favour of Punjab Fusion Private Limited by our
Company 699.63 699.63 699.61 -
Performance guarantee
407.67 888.23 329.65 200.64
Claim against our Company not acknowledged as debt
- Demands raised/ show cause notices issued relating
- -
#
to GST 48.47 48.47
- Demands raised/ show cause notices issued relating
- -
#
to CST - 46.86
- Demands raised/ show cause notices issued relating
- -
to VAT 47.19 -
Total 17,153.26 17,633.49 17,352.56 16,094.08
#Future cash outflows in respect of above matters are determinable only on receipt of judgements / decisions pending at various
forums / authorities. The management, based on their assessment, does not expect these claims to succeed and accordingly, no
provision has been recognised in the Restated Consolidated Financial Information.
See “Restated Consolidated Financial Information – Note 36: Contingent liabilities and commitments” on page 391.
Capital expenditure
The following table sets forth the historical capital expenditures which were, and we expect our future capital
expenditures to be, primarily for the purchase of plant and equipment, intangible assets. Capital expenditure is calculated
as a total on net additions made towards property, plant and equipment and intangible assets as per our Restated
Consolidated Financial Information, for the Fiscals and period indicated:
441(in ₹ lakhs)
Six months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September
30, 2025
Additions to property, plant and equipment (A) 1,557.08 1,877.11 14,472.09 322.99
Additions to intangible assets (B) 1.14 2.44 4.59 0.10
Total (A+B) 1,558.22 1,879.55 14,476.68 323.09
For further details of our Capital Expenditure, see “Restated Consolidated Financial Information –Note no 4, Property
Plant and Equipment and Note no 4 – Intangible Assets” on pages 347.
We intend to utilize a portion of the Net Proceeds towards capital expenditure. See “Objects of the Offer” on page 136.
• The total estimated cost of setting up of two CO₂ recovery units (“CRUs”) with in distilleries at Nellore, Andhra
Pradesh and Peddapuram, Andhra Pradesh having installed capacity of 120 MTPD and 90 MTPD, respectively
(“Proposed CRUs”) is ₹ 1,966.27 lakhs.
• Funding capital expenditure requirements of our Company towards purchase of CO transportation tankers to
2
strengthen existing logistic infrastructure for CO2 vertical is ₹ 1,115.25 lakhs,
• Investment in our Material subsidiary, Pancarbo Greenfuels Private Limited (“PGPL”), for financing the capital
expenditure requirement towards expansion of its existing Ethanol Distillery located at Village Lehri, Punjab
by increasing its ethanol manufacturing capacity by 35 KLPD (“Proposed Expansion”) is ₹ 4,061.37 lakhs,
entire of which is proposed to be deployed from the Net Proceeds.
Changes in Accounting Policies
There have been no changes in our accounting policies in the six months period ended September 30, 2025 and Fiscals
2025, 2024 and 2023.
Auditor’s Observations
There are no audit qualifications in Emphasis of matters for the six months period ended September 30, 2025 and financial
years ended March 31, 2025, March 31, 2024, and March 31, 2023 in the Restated Consolidated Financial Information
which require adjustments.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks that are related to the normal course of our operations such as interest rate, liquidity risk,
foreign exchange risk and reputational risk, which may affect economic growth in India and the value of our financial
liabilities, our cash flows and our results of operations.
Our Company has exposure to the following risks arising from financial instruments:
- Market risk;
- Credit risk; and
- Liquidity risk
A. Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company’s exposure to
credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised
cost. Our Company continuously monitors defaults of customers and other counterparties and incorporates this
information into its credit risk controls.
A.1. Trade and Other Receivable
Trade receivables are contractual amounts due from these customers for after works completion. Trade receivables are
442non-interest bearing and are generally on 30 to 45 days credit, depending upon contractual terms. The management
evaluates the outstanding receivables on a periodic basis and provides for the impairment loss based on the established
policy.
Our Company follows a ‘simplified approach’ (i.e. based on lifetime ECL) for recognition of impairment loss allowance
on its trade receivables. For the purpose of measuring lifetime ECL allowance for trade receivables, our Company
estimates irrecoverable amounts based on the ageing of the receivable balances, clubbed with, historical experience with
the customer and/or the industry in which the customer operates and assessment of litigation, if applicable. Receivables
are written off when they are no more deemed collectible.
Though our Company executes projects with repeat customers but there is no significant customer level concentration of
the credit risk as at any of the reported periods. Further, there is no concentrated risk based on the location where our
Company operates.
A.2. Other financial assets
Loans and receivable from related parties are periodically reviewed by the management in conjunction with the re-
measured fair values of our Company’s investments in those parties. Where the carrying amount of any receivable
exceeds the re-measured fair value of investment, an impairment loss, to that extent, is provided for in the Restated
Consolidated Financial Information.
Cash and bank balances are managed by our Company’s treasury department. Concentration risk is constantly monitored
to mitigate financial loss.
A.3. Credit exposure
Our Company provides for 12 month expected credit losses for following financial assets:
Estimated gross % of Expected Expected credit Net Carrying
Particulars
carrying credit loss losses amount
As at September 30, 2025
Investments 436.26 - - 436.26
Derivative financial
23.71 - - 23.71
assets
Trade receivables 4,463.11 3.49% 155.68 4,307.43
Loans 779.89 - - 779.89
Cash and cash
500.19 - - 500.19
equivalents
Other bank balances 0.44 - - 0.44
Other financial assets 1,246.83 - - 1,246.83
Total 7,450.43 3.49% 155.68 7,294.75
As at March 31, 2025
Investments 354.30 - - 354.30
Trade receivables 5,148.52 2.47% 127.13 5,021.39
Loans 962.63 - - 962.63
Cash and cash
68.40 - - 68.40
equivalents
Other bank balances 0.68 - - 0.68
Other financial assets 1,129.37 - - 1,129.37
Total 7,663.90 2.47% 127.13 7,536.77
As at March 31, 2024
Investments 93.97 - - 93.97
Trade receivables 3,626.30 2.12% 76.94 3,549.36
Loans 825.63 - - 825.63
Cash and cash
120.96 - - 120.96
equivalents
Other bank balances 7.77 - - 7.77
Other financial assets 406.99 - - 406.99
443Estimated gross % of Expected Expected credit Net Carrying
Particulars
carrying credit loss losses amount
Total 5,081.62 2.12% 76.94 5,004.68
As at March 31, 2023
Investments 55.01 - - 55.01
Trade receivables 2,028.61 3.34% 67.84 1,960.77
Loans 536.46 - - 536.46
Cash and cash
69.47 - - 69.47
equivalents
Other bank balances 40.19 - - 40.19
Other financial assets 167.76 - - 167.76
Total 2,897.50 3.34% 67.84 2,829.66
B. Liquidity risk
Liquidity risk is the risk that our Company may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses. Our Company’s objective is to maintain optimum levels of liquidity to meet its
cash and collateral requirements, both immediate and long-term. The finance needs are monitored and managed by our
Company’s treasury department, in consultation with the project teams and management. Our Company takes support
from its secured lenders to finance and support our Company’s operations.
Maturities of financial liabilities
The table below analyse the financial liabilities into relevant maturity pattern based on their contractual maturities.
(in ₹ lakhs)
Particulars Less than 1 Year 1 - 5 years >5 years Total
As at September 30, 2025
Lease Liabilities 1.98 8.50 8.01 18.49
Derivative financial
- - - -
Liabilities
Long term & Short
6,197.75 9,461.16 - 15,658.91
term borrowings
Trade Payables 3,847.18 - - 3,847.18
Other Financial
752.07 - - 752.07
Liabilities
Total 10,798.98 9,469.66 8.01 20,276.65
As at March 31, 2025
Lease Liabilities 0.80 5.98 9.47 16.25
Derivative financial
44.00 44.00
Liabilities
Long term & Short
6,539.06 8,720.02 1,638.61 16,897.69
term borrowings
Trade Payables 4,232.27 - 4,232.27
Other Financial
1,191.50 - 1,191.50
Liabilities
Total 12,007.63 8,726.00 1,648.08 22,381.71
As at March 31, 2024
Lease Liabilities 0.73 4.70 11.55 16.98
Derivative financial
- - - -
Liabilities
Long term & Short
5,589.46 7,090.56 3,426.18 16,106.20
term borrowings
Trade Payables 3,711.60 - - 3,711.60
Other Financial
1,624.67 - - 1,624.67
Liabilities
444Particulars Less than 1 Year 1 - 5 years >5 years Total
Total 10,926.46 7,095.26 3,437.73 21,459.45
As at March 31, 2023
Lease Liabilities 0.75 1.65 1.48 3.88
Derivative financial
- - - -
Liabilities
Long term & Short
2,034.05 841.69 4,865.38 7,741.12
term borrowings
Trade Payables 1,245.45 - - 1,245.45
Other Financial
548.96 - - 548.96
Liabilities
Total 3,829.21 843.34 4,866.86 9,539.41
C. Market risk
C.1. Interest Rate risk
Our Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. Our Company is
exposed to changes in market interest rates through bank borrowings at variable interest rates. Other borrowings are at
fixed interest rates.
Company’s exposure to interest rate risk on borrowings is as follows:
Particulars As at the year ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Variable rate 13,963.71 15,063.37 15,097.72 7,177.09
Fixed rate 1,695.20 1,834.32 1,008.48 564.03
Total 15,658.91 16,897.69 16,106.20 7,741.42
The following table illustrates the sensitivity of profit and equity to a possible change in interest rates of ± 1% (March
31, 2024: ± 1%). These changes are considered to be reasonably possible based on observation of current market
conditions. The calculations are based on a change in the average market interest rate for each period, and the financial
instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.
Particulars Profit for the year if- 1% Loss for the year if+ 1%
As at September 30, 2025 139.64 (139.64)
As at March 31, 2025 150.63 (150.63)
As at March 31, 2024 150.98 (150.98)
As at March 31, 2023 71.77 (71.77)
Our Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss.
Therefore, a change in interest rates at the reporting date would not affect profit or loss.
C.2. Other Price risk
Our Company’s exposure to equity securities price risk arises from quoted investments held and classified in the balance
sheet as fair value through OCI. Our Company’s exposure is insignificant, since our investment in such securities is
immaterial.
Related Party Transactions
We have, in the course of their business and operations, entered into transactions with related parties, such as rent paid,
labour purchase, credit note, loan taken and repayment thereof, renumeration to KMPs, directors, and relatives, salary
paid. For further information see “Summary of Related Party Transactions” and “Restated Consolidated Financial
Information– Note –34 - Related Party Disclosures” on pages 91 and 377, respectively.
Significant Economic Changes
445Other than as described above, to the best of the knowledge of our management, there are no other significant economic
changes that materially affect or are likely to affect income from continuing operations. For further details, please see
“Our Business - Overview” and “Risk Factors” on pages 246 and 25, respectively.
Off-Balance Sheet Items
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity
that have been established for the purposes of facilitating off-balance sheet arrangements.
Effect Of Inflation
We are affected by inflation as it has an impact on the material cost, wages, etc. in line with changing inflation rates; we
rework our margins so as to absorb the inflationary impact.
Material Frauds
There are no material frauds, as reported by our Statutory Auditor, committed against our Company in the six-months
period ended September 30, 2025 and the last three Fiscals.
Unusual or Infrequent Events of Transactions
Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent
events or transactions including unusual trends on account of business activity, unusual items of income and discretionary
reduction of expenses, etc. that have in the past or may in the future affect our business or results of operations. Known
Trends or Uncertainties
Our business has been subject to significant economic changes arising from the trends identified above in “- Significant
Factors Affecting our Financial Conditions and Results of Operations” and the uncertainties described in “Risk Factors”
on page 25. To our knowledge, except as described or anticipated in this Draft Red Herring Prospectus, there are no
known factors which we expect will have a material adverse impact on our revenues or income from continuing
operations.
Future Relationship between Cost and Income
Other than as described above and in “Our Business” and “Risk Factors” on pages 246 and 25, respectively, to the
knowledge of our management, there are no known factors that might affect the future relationship between costs and
revenues.
New Products or Business Segments
Other than as disclosed in this section and in “Our Business” and “Object of the Offer” on page 246 and 136,
respectively, as on the date of this Draft Red Herring Prospectus, there are no new products or business segments that
have had or are expected to have a material impact on our business prospects, results of operations or financial condition.
Segment Reporting
In line with the provisions of Ind AS 108 - Operating Segments and on the basis of review of operations being done by
our Company operates primarily in the industrial gas sector and reports revenue and financial performance based on the
following product segments: (a) Supply of carbon dioxide : manufacture of carbon dioxide in liquid & solid (dry ice)
form used in beverage carbonation, food processing & preservation, chemical manufacturing, cold chain logistics and
industrial applications. (b) supply of ethanol & DDGS: manufacturing of ethanol which is used in blending with petrol
and DDGS used in cattle feed. (c) Project engineering design engineering supply installation and commissioning of CO2
plants (CCUS) & other related products
Other than as disclosed in “Restated Consolidated Financial Information” on page 325, we do not follow any other
segment reporting.
Extent to which Material Increases in Net Sales or Revenue are due to Increased Sales Volume, Introduction of
New Products or Services or Increased Sales Prices
446Changes in revenue in the last three Financial Years are as described in “- Fiscal 2025 compared with Fiscal 2024 –
Revenue from Operations” and “- Fiscal 2024 compared with Fiscal 2023 - Revenue from Operations” above on pages
432 and 435 respectively.
Seasonality
Our business is not subject to seasonality.
Material increases in net income and sales
Material increases in our net income and sales are primarily due to the reasons described in this section above.
Significant dependence on a single or few customers
Our business and financial condition in any given year is significantly dependent on our top 10 customers. For further
details, see “Risk Factors – We are significantly dependent on our top 10 customers. We derived 78.31%, 71.20%, 44.00%
and 42.86% of our revenue from operations during the six months period ended September 30, 2025, and Fiscals 2025,
2024 and 2023, respectively, from our top 10 customers. Loss of such customers, a substantial reduction in purchases by
such customers or our inability to attract new customers in addition to our existing customers will have a material
adverse impact on our business, results of operations and financial condition.” on page 25. Set out below is a break-up
of the revenue contribution of our top 1, 3, 5 and 10 customers to our revenues from operations in the six months period
ended September 30, 2025 and the last three Fiscals:
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(₹ in (₹ in (₹ in (₹ in
from from from from
lakhs) lakhs) lakhs) lakhs)
operations operations operations operations
Top 1 11,167.72 39.97 15,360.12 31.46 1,184.68 8.68 1,175.45 10.65
Top 3 19,233.03 68.84 30,528.99 62.53 3,301.22 24.18 2,259.31 20.47
Top 5 20,492.10 73.35 32,226.02 66.00 4,319.57 31.64 3,130.25 28.36
Top 10 21,876.27 78.31 34,767.55 71.20 6,007.13 44.00 4,730.26 42.86
Competitive Conditions
We expect to continue to compete with existing and potential competitors. For details, please refer to the discussions on
competition in the sections “Risk Factors”, “Industry Overview” and “Business Overview” on pages 25, 193, and 246
respectively.
Significant Developments after September 30, 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, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within
the next 12 months.
Recent accounting pronouncements
As on the date of this Draft Red Herring Prospectus, there are no recent accounting pronouncements, which, we believe,
would have a material effect on our financial condition or results of operations.
447SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by regulatory or
statutory authorities including notices issued by such authorities; (iii) claims related to direct and indirect taxes; and
(iv) any other outstanding litigation as determined to be material pursuant to the Materiality Policy in accordance with
the SEBI ICDR Regulations in each case involving our Company, Subsidiaries, Promoters, and Directors (“Relevant
Parties”). Further, except as disclosed in this section, there are no disciplinary actions including penalties imposed by
the SEBI or the stock exchanges against the Promoters in the last five financial years including any outstanding action.
Further, as on the date of this Draft Red Herring Prospectus, there are no findings/observations of any 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. Furthermore, except as disclosed in this section, as on the date
of this Draft Red Herring Prospectus, there are no outstanding (i) criminal proceedings (including matters which are at
FIR stage whether cognizance has been taken or not by any court or judicial authority) and (ii) actions including all
penalties and show cause notices) by statutory and / or regulatory authorities involving our KMPs and SMPs.
There are no outstanding litigation involving our Group Companies which would have a material impact on our
Company.
Pursuant to the Materiality Policy adopted by our Board on March 27, 2026, for the purposes of (iv) above, any pending
litigation involving the Relevant Parties, has been considered ‘material’ and accordingly disclosed in this Draft Red
Herring Prospectus where:
(i) the monetary amount of claim/amount in dispute, to the extent quantifiable, involved in any such outstanding
litigation or arbitration proceedings exceeds: a) two percent of turnover, for the most recent financial year, as per
the Restated Consolidated Financial Information; or (b) two percent of net worth, as at the end of the most recent
financial year, as per the Restated Consolidated Financial Information, except in case the arithmetic value of the
net worth is negative; or (c) five percent of the average of absolute value of profit or loss after tax, for the last three
financial years, as per the Restated Consolidated Financial Information, whichever is lower (“Materiality
Threshold”). Accordingly, 5% of the average of absolute value of profit or loss after tax, for the last three Financial
Years as per the Restated Consolidated Financial Information, amounting to ₹ 60.99 lakhs has been considered as
the Materiality Threshold for the Relevant Parties; or
(ii) where monetary liability is not quantifiable or does not exceed the Materiality Threshold mentioned in point (i)
above, the outcome of any such pending proceedings may have a material bearing on the business, operations,
performance, prospects, financial position, or reputation of our Company; or
(iii) any claim/dispute involving the Relevant Parties where the decision in one litigation is likely to affect the decision
in similar litigations, even though the amount involved in an individual litigation may not exceed the Materiality
Threshold.
Pre-litigation notices received by any of the Relevant Parties from third parties (excluding such notices issued by any
statutory/ regulatory/ governmental/ taxation authorities or notices threatening criminal action) shall, unless otherwise
decided by the Board, not be considered as litigation until such time that the Relevant Parties are impleaded as
defendants or respondents in litigation proceedings before any judicial forum. Additionally, FIRs (whether cognizance
has been taken or not) initiated against the Relevant Parties shall be disclosed.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in terms of
the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor is equal to or
exceeds 5% of total outstanding dues (trade payables) of our Company based on the Restated Consolidated Financial
Information. Accordingly, any outstanding dues exceeding ₹ 192.36 lakhs, which is 5% of the total trade payables of our
Company as at September 30, 2025, have been considered as material outstanding dues for the purposes of disclosure
in this section. Further, for outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the
disclosure will be based on information available with 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.
I. Litigation involving our Company
A. Litigation filed against our Company
448a. Criminal proceedings
Nil
b. Outstanding actions by regulatory and statutory authorities
Nil
c. Material civil proceedings
Nil
B. Litigation filed by our Company
a. Criminal proceedings
1. Our Company (the “Complainant”) filed a complaint bearing number NACT-7584-2023 under section 138 of the
Negotiable Instruments Act, 1881 on October 23, 2023 before the Court of Chief Judicial Magistrate Bathinda (the
“Court”) against SVK Laboratories Private Limited and Paavuluri Vinod Kumar Reddy (collectively, the
“Accused”). The complaint has been filed, inter alia, on the grounds that the cheque issued by the Accused
amounting to ₹ 1.00 lakhs towards discharge of legally enforceable liability was dishonoured upon presentation due
to insufficiency of funds in the account of the Accused. The Court has directed issuance of summons to the Accused
and procedural steps for service of summons are underway. The Accused’s appearance is awaited and the matter
has not yet proceeded to trial. The matter is currently pending.
b. Material civil proceedings
Nil
A. Tax Proceedings involving our Company
Nature of Case Number of cases Amount involved
(in ₹ lakhs)
Direct Tax 5 2.10
Indirect Tax 2 47.19
Total 7 49.29
II. Litigation involving our Subsidiaries
B. Litigation filed against our Subsidiaries
a. Criminal proceedings
Nil
b. Outstanding actions by regulatory and statutory authorities
Nil
c. Material civil proceedings
Nil
C. Litigation filed by our Subsidiaries
a. Criminal proceedings
Nil
449b. Material civil proceedings
Nil
D. Tax Proceedings involving our Subsidiaries
Nature of Case Number of cases Amount involved
(in ₹ lakhs)
Direct Tax 4 1.19
Indirect Tax 1 48.47
Total 5 49.66
III. Litigation involving our Directors
A. Litigation filed against our Directors
a. Criminal proceedings
Pursuant to a complaint made by Gram Panchayat, Village Natheha, District Bathinda (the “Complainant”), a first
information report (“FIR”) bearing number 0226 dated September 20, 2025 has been registered at Police Station
Talwandi Sabo, District Bathinda, Punjab, against our Chairman, Managing Director and Promoter, Davinder Singh
Kohli and certain other individuals (collectively, the “Accused”) under Sections 125 and 3(5) of the Bharatiya
Nyaya Sanhita, 2023 (“BNS” or the “Act”). The FIR records allegations that stubble stored near a petrol pump in
Village Natheha caught fire on multiple occasions between April 26, 2025 and April 29, 2025, which allegedly
caused environmental pollution and posed risk to public safety and nearby habitation. It was further recorded in the
investigation material referenced in the FIR that the incidents may have occurred due to negligence in storage and
safety arrangements and that suspicion was expressed regarding a possible connection with insurance claims relating
to the stored material. Subsequently, the investigating agency submitted a cancellation report before the Hon’ble
Court of the Judicial Magistrate First Class, Talwandi Sabo. Vide order dated January 6, 2026, the learned Judicial
Magistrate First Class recorded that the cancellation report had been presented and directed production of the
Complainant on the next date of hearing, i.e. April 28, 2026. As on the date of this Draft Red Herring Prospectus,
no charges have been framed against our Chairman, Managing Director and Promoter, Davinder Singh Kohli in
connection with the aforesaid FIR. The matter is currently pending.
b. Outstanding actions by regulatory and statutory authorities
Nil
c. Material civil proceedings
Nil
B. Litigation filed by our Directors
a. Criminal proceedings
Nil
b. Material civil proceedings
Nil
C. Tax proceedings involving our Directors
Nil
IV. Litigation involving our Promoters (other than our Directors)
450A. Litigation filed against our Promoters
a. Criminal proceedings
Nil
b. Disciplinary actions including penalties imposed by SEBI or stock exchanges in the last five financial years
including outstanding actions
Nil
c. Outstanding actions by regulatory and statutory authorities
Nil
d. Material civil proceedings
Nil
B. Litigation filed by our Promoters
a. Criminal proceedings
Nil
b. Material civil proceedings
Nil
C. Tax proceedings involving our Promoters
Nil
V. Litigation involving our Key Managerial Personnel (other than our Directors)
a. Criminal proceedings against our Key Managerial Personnel
Nil
b. Criminal proceedings by our Key Managerial Personnel
Nil
c. Actions and proceedings initiated by statutory/regulatory authorities against our Key Managerial Personnel
Nil
VI. Litigation involving our Senior Management (other than our Directors)
a. Criminal proceedings against our Senior Management
Nil
b. Criminal proceedings by our Senior Management
Nil
c. Actions and proceedings initiated by statutory/regulatory authorities against our Senior Management
Nil
451VII. Outstanding dues to creditors
As per the Materiality Policy, a creditor of our Company has been considered to be material if the amounts due to
such creditor exceed 5% of the total consolidated trade payables of our Company as of the latest financial period
mentioned in the Restated Consolidated Financial Information, i.e., September 30, 2025 (i.e., to whom our Company
owes an amount having a monetary value exceeding an amount of ₹ 192.36 lakhs as of September 30, 2025).
Details of outstanding dues owed to material creditors (in accordance with the Materiality Policy), MSMEs (as
defined under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006) and other creditors
as of September 30, 2025, are set out below:
Amount involved
Types of creditors Number of creditors
(in ₹ lakhs)
Material creditors 3 1,087.09
Dues to micro and small enterprises (the “Small-scale undertaking”) 53 466.61
Other creditors 326 2,293.48
Total 382 3,847.18
Further, details of outstanding dues towards our material creditors have been uploaded on the website of our
Company at www.punjabcarbonic.com/investorsCircle.
Material Developments
Other than as stated in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” on page 412, there have not arisen, since the date of the last financial information disclosed in this Draft
Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations,
our profitability taken as a whole or the value of our assets or our ability to pay our liabilities within the next 12 months
from the date of the filing of this DRHP.
.
452GOVERNMENT AND OTHER STATUTORY APPROVALS
Disclosed below is a list of material approvals, licenses and registrations obtained by our Company and Material
Subsidiaries from the relevant governmental, statutory and regulatory authorities, under various acts, regulations and
rules, which are considered material and necessary for the purpose of undertaking our business activities and operations
(“Material Approvals”) and except as disclosed herein, all consents, licenses, registrations, permissions and approvals
have been obtained by our Company and Material Subsidiaries from the relevant governmental, statutory and regulatory
authorities which are considered material and necessary for the purpose of undertaking our business activities and
operations of our Company and Material Subsidiaries. In view of such approvals, licenses and registrations, our
Company can undertake the Offer and its business activities, as currently conducted, and disclosed in this Draft Red
Herring Prospectus. 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, in accordance with applicable procedures and
requirements, from time to time. Additionally, unless otherwise stated herein, 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 280.
For Offer -related approvals, see “Other Regulatory and Statutory Disclosures” on page 459. For details of risk
associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors – Any failure to obtain,
renew and maintain requisite statutory and regulatory permits, licenses and approvals for our operations from time to
time may adversely affect our business.” on page 65.
I. Material 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 459.
II. Material Approvals in relation to incorporation of our Company
1. Certificate of incorporation dated December 28, 1992 issued to our Company by the Registrar of Companies,
Punjab, H.P and Chandigarh at Chandigarh in the name and style of ‘Punjab Carbonic Private Limited’.
2. Fresh certificate of incorporation dated January 6, 2026, issued by the Registrar of Companies, Central Processing
Centre pursuant to conversion our Company from a ‘private limited company’ to a ‘public limited company’ and
the consequent change of name from ‘Punjab Carbonic Private Limited’ to ‘Punjab Carbonic Limited’.
3. Our Company has been allotted the corporate identity number U40200PB1992PLC012863.
For details in relation to the incorporation of our Company, see ‘History and Certain Other Corporate Matters’
on page 289.
III. Tax related Material Approvals of our Company
1. Permanent account number being AABCP1719M issued by Commissioner of Income Tax, Patiala, under the
Income Tax Act, 1961 (“IT Act”). #
2. Tax deduction and collection account number being AMRP11678C issued by the Income Tax Department,
Government of India, under the Income Tax Act, 1961. #
3. Professional Tax Enrolment and Registration certificates for our Company, and the CRUs owned and operated by
our Company, under the:
• Maharashtra State Tax on Professions, Trades, Callings and Employment Act, 1975, bearing certificate
registration number 27980744175P, dated April 20, 2023#*;
• Andhra Pradesh Tax on Profession, Trades, Callings and Employment Act, 1987, bearing certificate
registration number 37062462332, dated January 24, 2025#*;
• Telangana Tax on Profession, Trades, Callings and Employment Act, 1987, bearing certificate registration
number PT36AABCP1719M1ZA, dated January 9, 2025#*.
453• Karnataka Tax on Profession, Trades, Callings and Employment Act, 1976, bearing certificate registration
number 302027289, dated January 27, 2026#.
• Madhya Pradesh Professional Tax Act, 1995, bearing certificate registration number 79359030599.#*
4. Good and Services Tax registration issued by the Government of India under the Central Good and Services Tax
Act, 2017 in relation to our business operations in the following states: #
Sr No. State GSTIN
1. Punjab 03AABCP1719M1ZJ
2. Haryana 06AABCP1719M1ZD
3. Uttar Pradesh 09AABCP1719M2Z6
4. Madhya Pradesh 23AABCP1719M1ZH
5. Maharashtra 27AABCP1719M1Z9
6. Andhra Pradesh 37AABCP1719M1Z8
7. Telangana 36AABCP1719M1ZA
8. Karnataka 29AABCP1719M1Z5
# The abovementioned approvals are valid until cancelled.
*The abovementioned approvals are in the erstwhile name of the Company i.e. Punjab Carbonic Private Limited.
IV. Material Approvals in relation to business of our Company
A. Material Approvals in relation to the business and operations
1. Certificate of Importer-Exporter Code, issued by the Additional Director General of Foreign Trade, Ludhiana,
bearing Importer Exported Code Number 3099008907, in relation to the business operations of our Company
and several of the CRUs owned and operated by our Company, dated February 7, 2000.#
2. Udyam registration certificate bearing Udyam registration number UDYAM-PB-03-0002294 issued by
Ministry of Micro, Small, Medium Enterprises, dated December 3, 2020.#
3. Various certificates of licenses under the Food Safety and Standard Act, 2006, and the rules framed thereunder,
granted by the Food Safety and Standards Authority of India, for several of the CRUs owned and operated by
our Company producing food-grade CO .*@
2
4. Various licenses issued by the Petroleum & Explosives Safety Organisation for several of the CRUs owned
and operated by our Company.*@
5. Various licenses issued by the Petroleum & Explosives Safety Organisation for the transportation of liquid
CO by the transportation tankers owned and operated by our Company.*@
2
6. Registration under the Haryana Shops and Commercial Establishments Act, 1958, dated February 5, 2026 and
bearing number 1286848, for our business office situated at Gurugram, Haryana.
7. Fire Safety Certificate obtained from the Bhatinda Municipal Corporation, dated March 27, 2026, bearing
NOC number PB-FN-2026-03-27-086875, for our Corporate Office, which is valid for a period of three years.
* The abovementioned approvals are in the erstwhile name of the Company i.e. Punjab Carbonic Private Limited (except for the
licence granted by the Food Safety and Standards Authority of India for our CRUs in Tandur, Telangana, for which we have
received the updated licence pursuant to our name change).
# The abovementioned approvals are valid until cancelled.
@ The certifications are granted for a specific term period and are subject to renewal.
B. Quality certifications
1. Various Food Safety System Certifications applicable to the CRUs owned and operated by our Company
producing food grade CO . #*
2
# The certifications are granted for a specific term period and are subject to renewal.
454*The abovementioned approvals are in the erstwhile name of the Company i.e. Punjab Carbonic Private Limited.
V. Labour related Material Approvals of our Company
1. Various Employee State Insurance Code registrations issued under Employee State Insurance Act, 1948.#*
2. Employee Provident Fund code issued under the Employees’ Provident Fund and Miscellaneous Act, 1952, bearing
code number PBBTI0018522000, dated April 2, 2015.#*
3. Registration under the Punjab Labour Welfare Board under the Punjab Labour Welfare Fund Act, 1965, bearing
file number 25071868306, dated July 18, 2025.#*
# The certifications are valid until cancelled.
*The abovementioned approvals are in the erstwhile name of the Company i.e. Punjab Carbonic Private Limited.
VI. Material Approvals in relation to incorporation of our Material Subsidiaries
Punjab Fusion Private Limited
1. Certificate of incorporation dated December 27, 1996 issued to Punjab Fusion Private Limited by the Registrar of
Companies, Punjab, H.P. and Chandigarh at Chandigarh in the name and style of ‘Punjab Fusion Private Limited’.
2. Punjab Fusion Private Limited has been allotted the corporate identity number U31101PB1996PTC019215.
Pancarbo Greenfuels Private Limited
1. Certificate of incorporation dated June 4, 2021 issued to Pancarbo Greenfuels Private Limited by the Registrar of
Companies, Central Registration Centre in the name and style of ‘Pancarbo Greenfuels Private Limited’.
2. Pancarbo Greenfuels Private Limited has been allotted the corporate identity number U24299PB2021PTC053548.
VII. Tax related Material Approvals of our Material Subsidiaries
Punjab Fusion Private Limited
1. Permanent account number being AACCP2168F issued by Income Tax Department under the Income Tax Act,
1961 (“IT Act”).*
2. Tax deduction and collection account number being AMRP11677B issued by the Income Tax Department,
Government of India, under the Income Tax Act, 1961.
3. Professional Tax Enrolment and Registration Certificate issued by the Department of Excise and Taxation, Punjab,
bearing registration number E52AACCP2168F, dated September 13, 2025*
4. Good and Services Tax registration issued by the Government of India under the Central Good and Services Tax
Act, 2017 in relation to its business operations in the following states:*
Sr No. State GSTIN
1. Punjab 03AACCP2168F1ZS
2. Haryana 06AACCP2168F1ZM
* The certifications are valid until cancelled.
Pancarbo Greenfuels Private Limited
1. Permanent account number being AAMCP0408Q issued by Income Tax Department under the Income Tax Act,
1961 (“IT Act”).*
4552. Tax deduction and collection account number being AMRP14929F issued by the Income Tax Department,
Government of India, under the Income Tax Act, 1961.*
3. Professional Tax Enrolment and Registration Certificate issued by the Department of Excise and Taxation, Punjab,
bearing registration number E52AAMCP0408Q, dated March 1, 2025.*
4. Good and Services Tax registration bearing registration number 03AAMCP0408Q1Z8 issued by the Government
of India under the Central Good and Services Tax Act, 2017 for the state of Punjab.*
* The certifications are valid until cancelled.
VIII. Material Approvals in relation to business of our Material Subsidiaries
Punjab Fusion Private Limited
1. Certificate of Importer-Exporter Code, issued by the Additional Director General of Foreign Trade, Ludhiana,
bearing Importer Exported Code Number 3008012850, in relation to the business operations of Punjab Fusion
Private Limited and the CRUs owned and operated by Punjab Fusion Private Limited, dated December 15, 2008,
which is valid until cancelled.
2. Udyam Registration Certificate, bearing Udyam registration number UDYAM-PB-03-0002293, issued by the
Ministry of Micro, Small and Medium Enterprises, which is valid until cancelled.
3. License under the Food Safety and Standard Act, 2006, and the rules framed thereunder, granted by the Food Safety
and Standards Authority of India, for the CRUs owned and operated by Punjab Fusion Private Limited in Haryana,
producing food-grade CO2, which is valid till August 23, 2029.
4. Various licenses issued by the Petroleum & Explosives Safety Organisation for the CRUs owned and operated by
Punjab Fusion Private Limited, which have been granted for a specific term period and are subject to renewal.
5. Various licenses issued by the Petroleum & Explosives Safety Organisation for the transportation of liquid CO by
2
the transportation tankers owned and operated by Punjab Fusion Private Limited, which have been granted for a
specific term period and are subject to renewal.
6. Food Safety System Certification the CRU owned and operated by Punjab Fusion Private Limited in Haryana,
producing food-grade CO2, obtained from TuvNord India dated December 8, 2023 and valid up to December 7,
2026.
Pancarbo Greenfuels Private Limited
1. Udyam Registration Certificate, bearing Udyam registration number UDYAM-PB-03-0046082, issued by the
Ministry of Micro, Small and Medium Enterprises, which is valid until cancelled.
2. Factory Registration and License under the Factories Act, 1948, bearing license number BTD0FL001335, issued
by the Chief Inspector of Factories, Department of Labour, Punjab, in respect of the ethanol facility factory premises
operated by our Material Subsidiary, dated October 20, 2023, valid up to December 31, 2027.
3. Consent to Operate under the Water (Prevention and Control of Pollution) Act, bearing reference number
CTOW/Renewal/BTI/2025/28064563, granted by the Punjab Pollution Control Board, dated March 10, 2025, valid
up to March 31, 2027.
4. Consent to Operate under the Air (Prevention and Control of Pollution) Act, bearing reference number
CTOA/Renewal/BTI/2025/28069409, granted by the Punjab Pollution Control Board, dated March 10, 2025, valid
up to March 31, 2027.
5. Environmental Clearance Certificate, bearing reference number EC21A060PB188258, issued by the Ministry of
Environment, Forest and Climate Change, in relation to the environmental approvals required for the operations of
our Material Subsidiary, dated October 28, 2021, which is valid until cancelled.
4566. License under the Petroleum and Safety Organisation, bearing license number P/HQ/PB/15/2042 (P550249), issued
by the Controller of Explosives, Petroleum and Safety Organisation, dated September 27, 2023, valid up to
December 31, 2027.
7. No-Objection Certificate for Hazardous Waste, bearing reference number HWM/renew/BTI/2025/29741360, issued
by the Punjab Pollution Control Board, dated September 25, 2025, valid up to September 24, 2030.
8. Registration Certificate under the Building and Other Construction Workers (Regulation of Employment and
Conditions of Service) Act, bearing registration number BTD00BO6508, issued by the Department of Labour,
Government of Punjab, dated June 8, 2023, which is valid until cancelled.
9. Certificate for the Use of Boiler, bearing certificate number PI6013, issued by the Director of Boilers, Punjab, dated
January 24, 2026, valid up to January 23, 2027.
10. Certificate of Verification of Weights and Measures, bearing certificate number 41202314326, issued by the Office
of the Controller, Legal Metrology, dated July 25, 2025, valid up to July 24, 2027.
11. Feasibility Clearance under the Invest Punjab – Business First Scheme for the ethanol facility, bearing reference
number 2306661669, issued by the Punjab Bureau of Investment Promotion, dated September 6, 2023, which is
valid until cancelled.
12. Fire No-Objection Certificate, bearing reference number 2505749745, issued by the Assistant Division Fire Officer,
Punjab, dated May 12, 2025, valid up to May 11, 2026.
13. E-2 License for Storage and Transportation of Ethanol, bearing license number 3/2025/2898-2899, issued by the
Excise Commissioner, Punjab, dated April 1, 2025, valid up to March 31, 2026.
14. No-Objection Certificate for Road Access, bearing draft number 441000, issued by the Executive Engineer,
Construction Division, Bathinda, dated September 1, 2022, valid up to September 18, 2029.
15. No-Objection Certificate for Canal-Water Access and Usage, bearing reference number R014/912023-IW-2/402,
issued by the Chief Engineer – Canals, Water Resources Department, Punjab, dated November 11, 2023, which is
valid until cancelled.
IX. Labour related Material Approvals of our Material Subsidiaries
Punjab Fusion Private Limited
1. Registration under the Employees’ Provident Fund, bearing registration number PBBTI1313425000, issued by the
Employees’ Provident Fund Organisation, Ministry of Labour and Employment, dated May 16, 2015, which is valid
until cancelled.
2. Registration under the Employees’ State Insurance Act, 1948, bearing registration number 17120609410010999,
issued by the Employees’ State Insurance Corporation, dated September 9, 2018, for its business operations in
Punjab, which is valid until cancelled.
3. Registration under the Employees’ State Insurance Act, 1948, bearing registration number 24120609410010999,
issued by the Employees’ State Insurance Corporation, dated September 9, 2018, for its business operations in
Haryana, which is valid until cancelled.
Pancarbo Greenfuels Private Limited
1. Registration under the Employees’ Provident Fund, bearing registration number PBBTI2385004000, issued by the
Employees’ Provident Fund Organisation, Ministry of Labour and Employment, dated June 4, 2021, which is valid
until cancelled.
2. Registration under the Employees’ State Insurance Act, 1948, bearing registration number 12000723980000999,
issued by the Employees’ State Insurance Corporation, dated June 4, 2021, which is valid until cancelled.
4573. Registration Certificate under the Contract Labour (Regulation and Abolition) Act, bearing registration number
PE08796, issued by the Department of Labour, Government of Punjab, dated February 5, 2025, which is valid until
cancelled, which is valid until cancelled.
X. Intellectual Property
For details in relation to our intellectual property, see “Our Business–Intellectual properties” on page 277 and for
risks associated with our intellectual property, see “Risk Factors– We may be unable to adequately obtain, maintain,
protect and enforce our intellectual property rights. We may also be subject to intellectual property infringement
claims, which may be expensive to defend and may disrupt our business and operations.” on page 62.
XI. Material Approvals required and yet to be applied
Nil
XII. Material Approvals which have expired for which renewal applications have been made
Nil
XIII. Material Approvals which have expired and for which renewal applications are yet to be made
Nil
XIV. Material Approvals that have been applied for but not yet received
1. We have applied for the Professional Tax Enrolment and Registration Certificate issued by the Department of Excise
and Taxation, Punjab, for the business operations of our Company in the state of Punjab, which remains pending as
on the date of this Draft Red Herring Prospectus.
2. We have applied for the license from the Petroleum & Explosives Safety Organisation for our CRU situated on the
premises of Pancarbo Greenfuels Private Limited, which remains pending as on the date of this Draft Red Herring
Prospectus.
458OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Corporate Approvals
1. Our Board of Directors have authorised the Offer by a resolution passed in their meeting held on March 07, 2026.
2. Our Shareholders have approved and authorised the Offer by way of a special resolution passed at their EGM held
on March 09, 2026.
3. This Draft Red Herring Prospectus was approved by our Board for filing with SEBI and the Stock Exchanges
pursuant to the resolution in its meeting dated March 31, 2026.
4. The Draft Abridged Prospectus has been approved pursuant to a resolution passed by our Board on March 31, 2026.
In-principle Listing Approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters
dated [●] and [●], respectively.
Prohibition by the SEBI or other Governmental Authorities
Our Company, our Promoters, our Directors, the members of the Promoter Group and the persons in control of our
Company have not been prohibited from accessing the capital markets and have not been debarred from buying, selling
or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction
or any other authority/court.
Our Company, Promoter or Directors have neither been declared as Willful Defaulters or Fraudulent Borrowers by any
bank or financial institution or consortium thereof in accordance with the guidelines on willful defaulters and fraudulent
borrowers issued by the RBI.
Our Company or our Promoter, members of the Promoter Group or Directors are not declared as ‘Fraudulent Borrowers’
by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 1, 2016 and the
SEBI ICDR Regulations.
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.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Our Company, our Promoters, and the members of the Promoter Group are in compliance with the Companies
(Significant Beneficial Owners) Rules, 2018, to the extent in force and as applicable 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 the securities market and there is no outstanding action initiated
by SEBI against any of our Directors, who have been associated with entities in the securities market, in the five years
preceding the date of this Draft Red Herring Prospectus.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with the eligibility criteria provided under Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:
(a) Our Company has had net tangible assets of at least ₹ 300.00 lakhs, calculated on a restated and consolidated basis,
in each of the preceding three full years (of 12 months each), i.e. as at and for the Financial Years ended March 31,
2025, March 31, 2024 and March 31, 2023 of which not more than 50% are held in monetary assets;
459(b) Our Company has an average operating profit of at least ₹ 1,500.00 lakhs, calculated on a restated and consolidated
basis, during the preceding three years (of 12 months each), i.e. as at and for the Financial Years ended March 31,
2025, March 31, 2024 and March 31, 2023 with operating profit in each of these preceding three years;
(c) Our Company has a net worth of at least ₹100.00 lakhs in each of the preceding three full years (of 12 months each),
i.e. as at and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023calculated on a
restated and consolidated basis; and
(d) Apart from conversion to a public limited company, our Company has not changed its name in the last one year
preceding the date of filing of this Draft Red Herring Prospectus.
Our Company’s restated net tangible assets, monetary assets, monetary assets as a percentage of net tangible assets,
operating profit and net worth, derived from the Restated Consolidated Financial Information included in this Draft Red
Herring Prospectus, as at and for the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023, is set
forth below:
(in ₹ lakhs, unless otherwise stated)
Financial Year ended Financial Year ended Financial Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net tangible assets, as restated (1) 4,730.19 3,696.46 3,098.04
Monetary assets, as restated (2) 361.64 176.26 123.91
Monetary assets as a percentage of 7.65 4.77 4.00
Net tangible assets (in %), as
restated(3)
Operating Profit, as restated 4,119.63 1,362.44 1,071.81
Average Operating Profit 2,184.63
Net Worth, as restated (4) 3,049.35 1,941.33 1,215.24
(1) Net tangible assets as restated and consolidated, is calculated as sum of all net assets of the Group excluding intangible assets as defined in Indian
Accounting Standard (Ind AS) 38, deferred tax assets and liabilities as defined in Ind AS 12 and right of use assets as defined in Ind AS 116 issued by
Institute of Chartered Accountants of India.
(2) Monetary assets is the aggregate of Cash and cash equivalents and balance with banks and Investments in Mutual Funds.
(3) Monetary assets as a % of net tangible assets is calculated as monetary assets divided by net tangible assets.
(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, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
The average of operating profit for Financial Years ended March 31, 2025, March 31, 2024, March 31, 2023 of our
Company was ₹ 2,184.63 lakhs. For further details, see “Other Financial Information” on page 403.
We are currently eligible to undertake the Offer as per rule 19(2)(b) of the SCRR read with regulation 6(1) of the SEBI
ICDR Regulations. Accordingly, in terms of Regulation 32(1) of the SEBI ICDR Regulations, we are required to allocate:
(i) not more than 50% of the Offer to QIBs, 5% of which shall be allocated to Mutual Funds exclusively; (ii) not less than
15% of the Offer to Non-Institutional Bidders; and (iii) not less than 35% of the Offer to RIIs, subject to valid Bids being
received at or above the Offer Price. In the event we fail to do so, the full application money shall be refunded to the
Bidders
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2) of the
SEBI ICDR Regulations, to the extent applicable.
Further, 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 money will be refunded
forthwith.
Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR
Regulations, to the extent applicable.
The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI
ICDR Regulations are as follows:
460a. Neither our Company nor the Promoters, members of the Promoter Group*, or the Directors are debarred from
accessing the capital markets by the SEBI.
b. None of the Promoters or the Directors are promoters or directors of companies which are debarred from accessing
the capital markets by the SEBI.
c. None of the Promoters or the Directors has been declared a Fugitive Economic Offender (in accordance with Section
12 of the Fugitive Economic Offenders Act, 2018).
d. There are no outstanding warrants, options, stock appreciation rights, or rights to convert debentures, loans or other
instruments convertible into, or which would entitle any person any option to receive Equity Shares, as on the date
of this Draft Red Herring Prospectus.
e. None of our Company, our Promoters or Directors is a Willful Defaulter or Fraudulent Borrower.
f. Our Company has entered into tripartite agreements dated March 25, 2026 and March 25, 2026 with CDSL and
NSDL, respectively, for dematerialization of the Equity Shares.
g. The Equity Shares of our Company held by the Promoters are in the dematerialised form.
h. All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Draft Red Herring Prospectus;
i. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance.
j. 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, and
k. Our Company has appointed [●] as the Designated Stock Exchange
*Our Company had filed an exemption application dated January 30, 2026 under Regulation 300 (1)(c) of the SEBI
ICDR Regulations seeking an exemption from identifying and disclosing the following as members of the Promoter
Group: (i) Surinder Pal Singh Kohli, brother of our Promoters, Davinder Singh Kohli and Amrit Paul Singh Kohli and
brother of spouse of our Promoters, Inder Pal Kaur Kohli and Jatinder Kaur Kohli, (ii) any body corporate in which
20% or more of the equity share capital is held by Surinder Pal Singh Kohli, or a firm or Hindu Undivided Family
(“HUF”) in which Surinder Pal Singh Kohli may be a member, or (iii) any body corporate in which any body corporate
mentioned under clause (ii) above holds 20% or more of the equity share capital; or (iv) any HUF or firm in which the
aggregate shareholding of Surinder Pal Singh Kohli, individually or collectively, is equal to or more than 20% of the
equity share capital, in accordance with the SEBI ICDR Regulations. Also see “Risk Factors – We have sought exemption
from disclosing a certain individual as part of the ‘promoter group’ of our Company. There is no guarantee that SEBI
will grant such exemption in a timely manner or at all” on page 35.
DISCLAIMER CLAUSE OF THE SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME
HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER
FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BRLM, BEELINE CAPITAL
ADVISORS PRIVATE LIMITED, HAS 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.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
461INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLM IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLM HAS FURNISHED TO
SEBI, A DUE DILIGENCE CERTIFICATE DATED MARCH 31, 2026 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 BRLM, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED
HERRING PROSPECTUS.
All applicable legal requirements pertaining to the Offer will be complied with at the time of filing the Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All applicable legal requirements pertaining
to the Offer will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 30, 32,
33(1) and 33(2) of the Companies Act, 2013.
Disclaimer from our Company, the Directors, and the BRLM
Our Company, the Directors, and the BRLM accept no responsibility for statements made otherwise than in this Draft
Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone
placing reliance on any other source of information, including our Company’s website, www.punjabcarbonic.com would
be doing so at his or her own risk.
The BRLM accepts no responsibility, save to the limited extent as provided in the Offer Agreement and as will be
provided for in the Underwriting Agreement to be entered into among the Underwriters, and our Company.
All information shall be made available by our Company and the BRLM 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 Centers or elsewhere.
Bidders who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company,
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, Underwriters and their respective directors, officers, agents,
affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire the Equity Shares.
The BRLM and its associates and their respective affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company 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 and its respective
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 Ahmedabad, India only.
The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, other corporate bodies and societies
registered under the applicable laws in India and finalized to invest in shares, Mutual Funds registered with the SEBI,
VCFs, AIFs, public financial institutions as specified under Section 2(72) of the Companies Act, scheduled commercial
banks, state industrial development corporation, permitted national investment funds, NBFC-Sis, Indian financial
institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from the RBI), or trusts
under applicable trust law and who are finalized under their constitution to hold and invest in equity shares, multilateral
and bilateral development financial institutions, state industrial development corporations, insurance companies registered
with IRDAI, provident funds (subject to applicable law) and pension funds, National Investment Fund, permitted insurance
companies and pension funds, insurance funds set up and managed by the army, navy or air force and insurance funds
462set up and managed by the Department of Posts, Government of India) and permitted Non-Residents including FPIs and
Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they are eligible under all applicable laws
and regulations to purchase the Equity Shares.
This Draft Red Herring Prospectus does not constitute an invitation to subscribe to, offer to sell or purchase the Equity
Shares in the Offer in any jurisdiction, including India. Invitations 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. Invitations to subscribe to or purchase the Equity
Shares in the Offer will be made only pursuant to the Red Herring Prospectus for the Offer.
No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside
India.
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 from the date hereof or that the
information contained herein is correct as of any time subsequent to this date.
Eligibility and Transfer Restrictions
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or
any state securities laws in the United States, and unless so registered, may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold outside the United States in ‘offshore transactions’ in reliance on Regulation S
under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number
of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree
in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest
therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity
Shares or any similar security, other than in accordance with applicable laws.
Disclaimer Clause of BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as intimated
by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring
Prospectus and the Prospectus prior to their filing with the RoC.
Disclaimer Clause of the NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated
by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring
Prospectus and the Prospectus prior to their filing with the RoC.
Listing
The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and
NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity
Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalized.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
463Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring
Prospectus in accordance with applicable law.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading of Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/Offer Closing Date
or such period as may be prescribed by SEBI.
If our Company does not allot Equity Shares pursuant to the Offer within such timeline as 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
prescribed rate in accordance with applicable law.
Consents
Consents in writing of (a) our Directors, our Company Secretary and Compliance Officer, Chief Financial Officer, the
Statutory Auditors, Dun & Bradstreet, cost vetting report provider, practicing company secretary, independent chartered
engineer, the legal counsel appointed for the Offer, the bankers to our Company, the BRLM and Registrar to the Offer,
to act in their respective capacities, have been obtained; and (b) the Syndicate Members, Monitoring Agency, and Bankers
to the Offer/Escrow Bank, Public Offer Bank, Sponsor Bank(s) and Refund Bank to act in their respective capacities,
will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC, as required under Sections 26
and 32 of the Companies Act, 2013,as amended. Further, such consents have not been withdrawn as on the date of this
Draft Red Herring Prospectus.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated March 31, 2026, from our Statutory Auditors, SSP & Company,
Chartered Accountants (FRN: 010390N), who hold a valid peer review certificate dated August 08, 2024, to include their
name as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this Red Herring Prospectus and as an “expert”
as defined under Section 2(38) of the Companies Act, 2013 in respect of various certificates issued by them including
the examination report dated March 27, 2026, on the Restated Consolidated Financial Information and the statement of
special tax benefits dated March 31, 2026, included in this Draft Red Herring Prospectus and such consents have 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.
Our Company has received written consent dated March 31, 2026, from G.S. Associates, independent chartered engineer
to include their name 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 of information certified by them, as included in this Draft Red
Herring Prospectus; and such consent as not been withdrawn as of the date of this Draft Red Herring Prospectus.
However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act.
Our Company has received written consent dated March 31, 2026 from M/s. Mittal V Kothari & Associates, Company
Secretaries (having membership number A46731), the practicing company secretary, holding a valid certificate of
practice from Institute of Company Secretaries of India, to include their name as an “expert” as defined under Section
2(38) of the Companies Act, to the extent and in their capacity as a practicing company secretary, and in respect of certain
certificates issued by them 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 U.S. Securities Act.
Particulars regarding public or rights issues by our Company during the last five years and performance vis-à-vis
objects – our Company
Other than as disclosed in the section entitled “Capital Structure –Notes to Capital Structure” on page 111, our Company
has not made any public/rights issue during the five years immediately preceding the date of this Draft Red Herring
Prospectus.
Performance vis-à-vis objects – Public/ rights issue of the listed subsidiaries/listed Promoter of our Company
As on the date of this Draft Red Herring Prospectus, our Company does not have any listed subsidiaries and listed
promoters.
464Underwriting commission, brokerage and selling commission paid on previous issues of the Equity Shares in the
last five years
Since this is the initial public issue 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 last five years preceding
the date of this Draft Red Herring Prospectus.
Capital issue by our Company, listed Group Companies, Subsidiaries and associates during the previous three
years
Our Company does not have any Subsidiaries which are listed. Except as disclosed in the section “Capital Structure-
Notes to Capital Structure-Equity Share capital history of our Company” on page 111, our Company has not undertaken
any capital issue in the last three years preceding the date of this Draft Red Herring Prospectus. Our Group Company has
not undertaken any capital issue in the last three years preceding the date of this Draft Red Herring Prospectus.
Exemption under securities laws
Our Company had filed an exemption application dated January 30, 2026 under Regulation 300 (1)(c) of the SEBI ICDR
Regulations seeking an exemption from identifying and disclosing the following as members of the Promoter Group: (i)
Surinder Pal Singh Kohli, brother of our Promoters, Davinder Singh Kohli and Amrit Paul Singh Kohli and brother of
spouse of our Promoters, Inder Pal Kaur Kohli and Jatinder Kaur Kohli, (ii) any body corporate in which 20% or more
of the equity share capital is held by Surinder Pal Singh Kohli, or a firm or Hindu Undivided Family (“HUF”) in which
Surinder Pal Singh Kohli may be a member, or (iii) any body corporate in which any body corporate mentioned under
clause (ii) above holds 20% or more of the equity share capital; or (iv) any HUF or firm in which the aggregate
shareholding of Surinder Pal Singh Kohli, individually or collectively, is equal to or more than 20% of the equity share
capital, in accordance with the SEBI ICDR Regulations. Also see “Risk Factors – We have sought exemption from
disclosing a certain individual as part of the ‘promoter group’ of our Company. There is no guarantee that SEBI will
grant such exemption in a timely manner or at all” on page 35.
465Past price Information of past issues handled by the BRLM
Price information of past issues handled by Beeline Capital Advisors Private Limited (during the current Fiscal and two Fiscals preceding the current financial year):
SME IPO:
+/- % change in +/- % change in
+/- % change in closing
Opening closing price, [+/- % closing price, [+/- %
Issue price, [+/- % change in
Sr. Issue size price on change in closing change in closing
Issue name price Listing date closing benchmark]-
No. (in ₹ lakhs) listing date benchmark]- 30th benchmark]- 90th
(in ₹) 180th calendar days
(in ₹) calendar days from calendar days from
from listing
listing listing
1. Solarium Green Energy Limited 10,504.24 191.00 February 13, 2025 202.00 +18.93% [-3.03%] +50.16% [+6.58%] +77.82% [+5.86%]
2. Identixweb Limited 1,663.20 54.00 April 03, 2025 55.00 +15.70% [+5.51%] +12.98 [+9.70%] +29.62% [+5.41%]
3. Neptune Petrochemicals Limited 7,320.00 122.00 Jun 04, 2025 132.75 +17.54% [+3.19%] +14.63% [+0.02%] +32.54% [+6.42%]
4. Cryogenic OGS Limited 1,776.60 47.00 July 10, 2025 89.30 +157.34% [-4.00%] +253.83% [-1.52%] +277.66% [+2.70%]
5. Monarch Surveyors & 9,375.00 250.00 July 29, 2025 421.25
+12.62% [-0.68%] +3.58% [+3.53%] -25.7% [+0.24%]
Engineering Consultants Limited
6. BLT Logistics Limited 972.00 75.00 August 11, 2025 90.95 -22.27% [+0.62%] -36.00% [+3.24%] -47.33% [+3.69%]
7. Connplex Cinemas Limited 9,027.00 177.00 August 14, 2025 195.00 +11.41% [+1.96%] +20.99% [+4.31%] +45.17% [+5.02%]
8. Jay Ambe Supermarkets Limited 1,844.54 78.00 September 17, 2025 79.00 +89.17% [+0.93%] +74.42% [+3.04%] +156.28%[-9.83%]
9. Apollo Techno Industries Limited 4,795.70 130.00 December 31, 2025 145.00 -15.38% [-3.11%] -37.81% [+15.57%] N.A.
Modern Diagnostic & Research 3,689.28 90.00 January 07, 2026 99.50
10. -10.00% [-1.93%] N.A. N.A.
Centre Limited
MAIN BOARD IPO:
+/- % change in +/- % change in +/- % change in
Opening
closing price, [+/- % closing price, [+/- % closing price, [+/- %
Designated Issue price on
Sr. Issue name Issue size change in closing change in closing change in closing
Stock price Listing date listing
No. (in ₹ lakhs) benchmark]- 30th benchmark]- 90th benchmark]- 180th
Exchange (in ₹) date
calendar days from calendar days from calendar days from
(in ₹)
listing listing listing
1. Mamata Machinery Limited BSE 17,934.89(1) 243.00 December 27, 2024 600.00 +72.74% [-3.19%] +44.81% [-1.79%] +74.14% [+4.26%]
2. B orana Weaves Limited BSE 14,489.28 216.00 May 27, 2025 243.00 +1.76% [+1.48%] +0.35% [-0.30%] +36.89% [+4.51%]
3. S hreeji Shipping Global Limited BSE 41,070.96 252.00 August 26, 2025 271.85 -0.46% [+1.15%] +17.64% [5.50%] +60.97%[+2.51%]
4. A manta Healthcare Limited NSE 12,600.00 126.00 September 09, 2025 135.00 +7.12% [+0.71%] -18.06% [+5.29%] -20.06%[-1.68%]
(1) A discount of ₹12 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of Mamta Machinery Limited IPO.
Source: Price Information www.bseindia.com and www.nseindia.com, Issue Information from respective Prospectus. In case of Main Board IPO, opening price information as disclosed on the website of the Designated
Stock Exchange, change in closing price over the issue/offer price as disclosed on Designated Stock Exchange, and for change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE
SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
466Note:
1. The S&P BSE Sensex and NSE Nifty are considered as the Benchmark.
2. “Issue Price” is taken as “Base Price” for calculating % Change in Closing Price of the respective Issues on 30th/ 90th/180th Calendar days from listing.
3. “Closing Benchmark” on the listing day of respective scripts is taken as “Base Benchmark” for calculating % Change in Closing Benchmark on 30th/ 90th/180th Calendar days from listing. Although it shall be
noted that for comparing the scripts with Benchmark, the +/- % Change in Closing Benchmark has been calculated based on the Closing Benchmark on the same day as that of calculated for respective script in
the manner provided in Note No. 4 below.
4. In case 30th/ 90th/180th day is not a trading day, closing price on BSE/NSE of the previous trading day for the respective Scripts has been considered, however, if scripts are not traded on that previous trading
day then last trading price has been considered.
Summary statement of price information of past issues
Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Beeline
Capital Advisors Private Limited.
SME IPO:
No. of IPOs trading at discount – No. of IPOs trading at premium – No. of IPOs trading at discount – No. of IPOs trading at premium –
Financial Total Total Funds 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
No. of Raised
Year Over Between Less than Over Between Less than Over Between Less than Over Between Less than
IPO’s (in ₹ lakhs )
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2025-26 09 40463.32 - - 3 2 - 4 - 2 - 2 3 -
2024-25 24 116544.01 - - 4 14 - 6 - 5 3 10 2 4
2023-24 22 80348.50 - - 2 13 4 3 - 2 2 15 1 2
MAIN BOARD IPO:
Total No. of IPOs trading at discount – No. of IPOs trading at premium No. of IPOs trading at discount – No. of IPOs trading at premium
Funds 30th calendar days from listing – 30th calendar days from listing 180th calendar days from listing – 180th calendar days from listing
Financial Total No.
Raised Less Less Less Less
Year of IPO’s Over Between 25- Over Between 25- Over Between 25- Over Between 25-
(in ₹ than than than than
50% 50% 50% 50% 50% 50% 50% 50%
lakhs) 25% 25% 25% 25%
2025-26 03 68160.28 - - 1 - - 2 - - 1 1 1 -
2024-25 01 17,934.89 - - - 1 - - - - - 1 - -
2023-24 Nil
Notes:
1. Listing date is considered for calculation of total number of IPOs in the respective financial year.
2. In the event any day falls on a holiday, the price/index of the immediately preceding working day has been considered. If the stock was not traded on the said calendar days from the date of listing, the share price is
taken of the immediately preceding trading day.
3. Source: www.bseindia.com and www.nseindia.com
Track record of past issues handled by the BRLM
467For details regarding the track record of the BRLM, as specified under Circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, see the website of
the BRLM mentioned below:
BRLM Website
Beeline Capital Advisors Private Limited https://beelinemb.com/
For further details in relation to the BRLM, see “General Information – Book Running Lead Manager” on page 103.
468Stock Market Data of Equity Shares
This being an initial public offer of the Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange as 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
The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least eight
years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges or any such
period as prescribed under the applicable laws, to enable the investors to approach the Registrar to the Offer for redressal
of their grievances. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any
clarifications or grievances of ASBA Bidders.
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
BRLM, in the manner provided below. Our Company, the BRLM and the Registrar to the Offer accept no
responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its
obligations under the applicable provisions of the SEBI ICDR Regulations.
All Offer related grievances, other than 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 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 BRLM, details of which are given in “General Information – Book Running Lead
Manager” on page 103.
The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing any
clarifications or grievances of ASBA Bidders. 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.
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 BRLM, in its sole discretion, may identify and fix the liability on such intermediary or entity responsible
for such delay in unblocking. In terms of SEBI Master Circular, has identified the need to put in place measures, in order
to manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of
mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs and failure
to unblock funds in cases of partial allotment/non allotment within prescribed timelines and procedures.
In terms of SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been
considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by
the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these
complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum
for any delay beyond this period of 15 days. Further, the investors shall be compensated by the SCSBs in accordance
with SEBI ICDR Master Circular in the events of delayed unblock for cancelled/withdrawn/deleted applications, blocking
of multiple amounts for the same UPI application, blocking of more amount than the application amount, delayed
469unblocking of amounts for non-allotted/partially-allotted applications, for the stipulated period. In an event there is a
delay in redressal of the investor grievance in relation to unblocking of amounts, the BRLM shall compensate the
investors at the rate higher of ₹100 or 15% per annum of the application amount for the period of such delay. Further, in
terms of SEBI ICDR Master Circular read with SEBI RTA Master Circular, the payment of processing fees to the SCSBs
shall be undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only
after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation on compliance 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 which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹100 per day or 15% per annum of the Bid From the date on which the request for
withdrawn / deleted applications Amount, whichever is higher cancellation / withdrawal / deletion is
placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts 1. Instantly revoke the blocked funds other From the date on which multiple
for the same Bid made through than the original application amount; amounts were blocked till the date of
the UPI Mechanism and actual unblock
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 than the 1. Instantly revoke the difference amount, From the date on which the funds to
Bid Amount i.e., the blocked amount less the Bid the excess of the Bid Amount were
Amount; and blocked till 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 the Bid From the Working Day subsequent to
Allotted/ partially Allotted Amount, whichever is higher the finalisation of the Basis of
applications Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint
from the investor, for each day delayed, the post-Offer BRLM shall be liable to compensate the investor ₹100 per day or
15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from
the day on which the investor grievance is received till the date of actual unblock.
Disposal of investor grievances by our Company
Our Company shall obtain authentication on the SCORES in terms of the SEBI Circular
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 and SEBI press release PR No. 06/2024 in relation to
redressal of investor grievances through SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant
Designated Intermediary, for the redressal of routine investor grievances shall be 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 also constituted a Stakeholders’ Relationship Committee to review and redress the shareholders and
investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve
subdivision, consolidation, transfer, and issue of duplicate shares. For details of our Stakeholders’ Relationship
Committee, see “Our Management - Stakeholders’ Relationship Committee” on page 310.
470Our Company has also appointed Lakhbir Singh, Company Secretary of our Company, as the compliance officer for the
Offer. For details, “General Information- Company Secretary and Compliance Officer” on page 103.
Our Company has not received any investor complaint during the three years preceding the date 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.
Other confirmations
No person connected with the Offer, except for fees or commission for services rendered in relation to the Offer, shall
offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any
Bidder for making a Bid.
There are no findings or observations pursuant to any inspections by SEBI, RBI, or any other regulatory authority in
India which are material and 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.
471SECTION VII: OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, and Allotted pursuant to this Offer shall be subject to the provisions of the Companies
Act, the SCRA, the SCRR, the SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of Association
and Articles of Association, the terms of the Red Herring Prospectus, the Prospectus, the Draft Abridged Prospectus,
the Abridged Prospectus, the Bid cum Application Form, the Revision Form, the CAN, the Allotment Advice and other
terms and conditions as may be incorporated in the 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, offer for sale, transfer of securities and listing and trading
of securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, 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 the SEBI,
the GoI, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Offer.
The Offer
The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by the Promoter Selling Shareholders.
Expenses for the Offer shall be borne by our Company and Promoter Selling Shareholders in the manner specified in
“Objects of the Offer - Offer related expenses” on page 167.
Ranking of Equity Shares
The Equity Shares being issued and Allotted pursuant to the Offer will be subject to the provisions of the Companies Act,
2013, the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum of Association and Articles of Association
and will rank pari passu in all respects with the existing Equity Shares of our Company, including in respect of voting
rights, dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For more
information, see “Description of Equity Shares and Terms of Articles of Association” on page 508.
Mode of Payment of Dividend
Our Company shall pay dividend, if declared, to our Shareholders, as per the provisions of the Companies Act, the SEBI
Listing Regulations, the Memorandum of Association and Articles of Association, dividend policy of our Company, and
any guidelines or directives that may be issued by the GoI in this respect. Any dividends declared after the date of
Allotment in this Offer will be payable to the Allottees, for the entire year, in accordance with applicable law. For more
information, see “Dividend Policy” and “Description of Equity Shares and Terms of Articles of Association” on pages
324and 508, respectively.
Face Value, Offer Price and Price Band
The face value of each Equity Share is ₹10 and the Offer Price is ₹ [●] per Equity Share. The Floor Price of the Equity
Shares is ₹ [●] and the Cap Price of the Equity Shares is ₹ [●], being the Price Band. The Anchor Investor Offer Price is
₹ [●] per Equity Share. The Offer Price and the Anchor Investor Offer Price shall be determined by our Company, in
consultation with the BRLM, after the Bid/ Offer Closing Date, on the basis of assessment of market demand for the
Equity Shares offered by way of Book Building Process.
The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLM, and shall be
published at least two Working Days prior to the Bid/ Offer Opening Date, in all editions of [●], a widely circulated
English national daily newspaper, all editions of [●], a widely circulated Hindi national daily newspaper and [●] edition
of [●], a widely circulated Punjabi daily newspaper (Punjabi being the regional language of Punjab, where our Registered
Office is located) and shall be made available to the Stock Exchanges for the purpose of uploading on their respective
websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price shall
be pre-filled in the Bid-cum-Application Forms available on the respective websites of the Stock Exchanges.
At any given point of time there shall be only one denomination for the Equity Shares.
472Compliance with disclosure and accounting norms
Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, the equity Shareholders will
have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies
Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation, subject to any statutory and preferential claims being satisfied;
• Right of free transferability of their Equity Shares, subject to foreign exchange regulations and other applicable
laws; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies Act, the
terms of the SEBI Listing Regulations and our Memorandum of Association and Articles of Association and other
applicable laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Description of Equity Shares and Terms of Articles
of Association” on page 508.
Allotment of Equity Shares only in dematerialised form
In terms of Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares shall be Allotted
only in dematerialized form. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the trading of the
Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, the following tripartite
agreements had been entered into amongst the Company, the respective Depositories and the Registrar to the Offer:
• Tripartite agreement dated March 25, 2026 amongst NSDL, our Company and the Registrar to the Offer; and
• Tripartite agreement dated March 25, 2026 amongst CDSL, our Company and the Registrar to the Offer.
Market Lot and Trading Lot
Since trading of our Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in the Offer
will be only in electronic form in multiples of [●] Equity Shares, subject to a minimum Allotment of [●] Equity Shares
for QIBs & RIIs. For NIIs, allotment shall not be less than the Minimum Non-Institutional Application Size. For the
method of Basis of Allotment, see “Offer Procedure” on page 485.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of any
Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Jurisdiction
The courts of Mumbai, India will have sole and exclusive jurisdiction in relation to this Offer.
473Period of operation of subscription list
See “– Bid/Offer Period” on page 474.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, read with the Companies (Share Capital and Debentures) Rules,
2014, as amended, 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 modified 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 he or she would be entitled if he or she were the
registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint,
in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the
minority. A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the holder of such
Equity Share(s). A nomination may be cancelled or modified 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 prescribed form. Fresh nomination can be made only on the prescribed form available
on request at our Registered and Corporate Offices or at the Registrar and Transfer Agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, will, on the
production of such evidence as may be required by the Board, elect either:
• to register himself or herself as holder of the Equity Shares; or
• 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 dividend, interests, bonuses or other monies payable in respect of the Equity Shares, until the
requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialized form, there is no need to make a
separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder
will prevail. If Bidders want to change their nomination, they are advised to inform their respective Depository
Participant.
Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
Bid/Offer Period
BID/ OFFER OPENS ON [●] (1)
BID/ OFFER CLOSES ON [●] (2)(3)
(1) Our Company, in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor Investor Bid/Offer Period shall be
one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2) Our Company, in consultation with the BRLM may, consider closing the Bid/Offer Period for QIBs one day prior to the Bid/Offer Closing Date
in accordance with the SEBI ICDR Regulations.
UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date.
(3)
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Bid/ Offer Closing Date [●](1)
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from On or about [●]
ASBA Account*
Credit of Equity Shares to demat accounts of Allottees On or about [●]
474Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
(1) UPI mandate end time and date shall be 5:00 pm IST on Bid/ Offer Closing date
*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 for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹ 100
per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed
in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA
Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the
total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were
blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of
₹ 100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the
date of actual unblock; (iv) any delay in unblocking of non-allotted/partially allotted Bids, exceeding 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
BRLM shall, in its sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder 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 our Company with the SCSBs, to the extent applicable 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 using the UPI Mechanism may
be released to the remitter banks (SCSBs) only after such banks provide a written confirmation in compliance with the SEBI ICDR Master Circular.
This above timetable in respect of the Offer is indicative in nature and does not constitute any obligation or liability
on our Company or any of the Promoter Selling Shareholders or the BRLM.
SEBI through the SEBI ICDR Master Circular, has prescribed that all individual investors applying in initial
public offerings opening on or after May 1, 2022, where the application amount is up to ₹ 5,00,000, shall use UPI.
RIBs and individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹ 2,00,000 and
up to ₹ 5,00,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum Application Form for
Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the
facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
Any circulars or notifications from the SEBI after the date of this Draft Red Herring Prospectus may result in
changes to the above-mentioned timelines. Further, the issue procedure is subject to change to any revised
circulars issued by the SEBI to this effect.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days
of the Bid/ Offer Closing Date or such other period as may be prescribed by SEBI, the timetable may be extended
due to various factors, such as extension of the Bid/ Offer Period by our Company in consultation with the BRLM
The, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock
Exchanges. In terms of the SEBI ICDR Master Circular, our Company shall within four days from the closure of
the Offer, refund the subscription amount received in case of non – receipt of minimum subscription or in case
our Company fails to obtain listing or trading permission from the Stock Exchanges for the Equity Shares. 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 of the Promoter Selling Shareholders confirm that they shall extend all
reasonable support and co-operation required by our Company and the BRLM for the completion of the necessary
formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within three
Working Days from the Bid/Offer Closing Date or such other period as may be prescribed by the SEBI.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on
daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing
Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing
hours of the Working Day.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue timeline for
initial public offerings. The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all
public issues opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer
will be made under UPI Phase III on mandatory basis, subject to any circulars, clarification or notification issued by the
SEBI from time to time.
In terms of the UPI Circulars, in relation to the Offer , the Book Running Lead Manager will be required to submit
reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing
procedure within 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.
475SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or
notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes to the above-
mentioned timelines. Further, the issue 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 Bids Electronic Applications
i. Online ASBA through 3-in-1 accounts for RIIs – Only between
10.00 a.m. and 5.00 p.m. IST.
Bank ASBA through online channels like internet banking, mobile
banking and Syndicate ASBA applications through UPI as a payment
mechanism where Bid Amount is up to ₹ 5.00 lakhs– Only between
10.00 a.m. and 4.00 p.m. IST.
i. Syndicate non-retail, non-individual Applications of QIBs and
NIIs – Only between 10.00 a.m. and 3.00 p.m. IST
Physical Applications
i. Direct bank ASBA – Only between 10.00 a.m. and 1.00 p.m. IST.
ii. Syndicate non-retail, non-individual applications of QIBs and
NIIs where Bid Amount is more than ₹ 5.00 lakhs – Only between
10.00 a.m. and 12.00 p.m. IST and Syndicate members shall
transfer such applications to banks before 1 p.m. IST.
Modification/ Revision/cancellation of Bids
Modification of Bids by QIBs and Non- Only between 10.00 a.m. and 4.00 p.m. IST
Institutional Investors categories and
modification/ cancellation of Bids by Retail
Individual Investors##
Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. on the Bid/ Offer Opening Date and up to
Institutional Investors categories## 4.00 p.m. IST on the Bid/ Offer Closing Date
Upward or downward revision of Bids or Only between 10.00 a.m. on the Bid/ Offer Opening Date and up to
cancellation of Bids by RIIs 5.00 p.m. IST on the Bid/ Offer Closing Date
Our Company in consultation with the BRLM, may decide to close the Bid/Offer Closing Period for the QIBs one Working Day prior to the Bid/ Offer
Closing Date, in accordance with the SEBI ICDR Regulations.
#UPI mandate end time and date shall be at 5:00 pm on the Bid/ Offer Closing Date.
##QIBs and Non-Institutional Investors can neither revise their Bids downwards nor cancel/withdraw their Bids.
On the Bid/ Offer Closing Date, the Bids shall be uploaded until:
(i) 4:00 p.m. IST for Bids by QIBs and Non-Institutional Investors; and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by UPI
Bidders.
On the Bid/Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids
received from Retail Individual Investors after taking into account the total number of Bids received up to closure of
timings for acceptance of Bid cum Application Forms as stated herein and as reported by the BRLM and as reported
by the BRLM to the Stock Exchanges.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on daily
basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing Date by
476obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the BRLM and the RTA on a daily basis, as per the format prescribed
in the SEBI ICDR Master Circular.
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
as per the format prescribed in SEBI master circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7,
2024.
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account
and 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, and are advised to submit their Bids no later than 3:00
p.m. IST on the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders
are cautioned that, in the event a large number of Bids are received on the Bid/ Offer Closing Date, some Bids may
not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation
under the Offer. Bids and any revision in Bids will be accepted only during Working Days, during the Bid/ Offer
Period.
Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101-
6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on
Saturdays, 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. The
Designated Intermediaries shall modify select fields uploaded in the electronic platform of 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. Further, 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 the BSE and
NSE, respectively, Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public/bank
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.
In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall
be taken as the final data for the purpose of Allotment.
Our Company, in consultation with the Book Running Lead Manager, reserve 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, but the Floor Price shall not be less than the Face Value of the Equity Shares. In all
circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price. Provided that, the Cap Price of
the Price Band shall be at least 105% of the Floor Price.
In case of any revision to the Price Band, the Bid/ Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/ Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar circumstances, our Company, in
consultation with the BRLM, 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, will be widely disseminated by notification to the Stock
Exchanges, by issuing a public notice and at the terminals of the Syndicate Members and by intimation to
SCSBs, other Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price
Band, the Bid Lot shall remain the same.
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.
The Floor Price shall not be less than the face value of the Equity Shares.
477Minimum Subscription
If our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR
or the minimum subscription of 90% of the Fresh Issue on the Bid/ Offer Closing Date; or subscription level falls below
aforesaid minimum subscription after the Bid/ Offer Closing Date due to withdrawal of Bids or technical rejections or
any other reason; or in case of devolvement of Underwriting, aforesaid minimum subscription is not received within 60
days from the date of Bid/ Offer Closing Date or if the listing or trading permission is not obtained from the Stock
Exchanges for the Equity Shares in the Offer, our Company shall forthwith refund the entire subscription amount received
in accordance with applicable law including the SEBI ICDR Master Circular. If there is a delay beyond the prescribed
time after our Company becomes liable to pay the amount, our Company and every Director of our Company, who are
officers in default, shall pay interest at the rate of 15% per annum, in accordance with the circulars issued by SEBI,
including SEBI ICDR Master Circular and the SEBI ICDR Regulations.
Subject to applicable law, in the event of under-subscription in the Offer, the Equity Shares will be allotted in the
following order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required
to comply with the minimum subscription to be received in the Offer under applicable law, will be Allotted prior to the
sale of Equity Shares in the Offer for Sale; (ii) next all the Equity Shares held by the Promoter Selling Shareholders and
offered for sale in the Offer will be Allotted in proportion to their respective Equity Shares being offered for sale; and
(iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by
our Company towards the remaining 10% of the Fresh Issue.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of
Bidders to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire application money
shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA
Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the
application money in accordance with applicable laws.
Arrangement for disposal of odd lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be
one Equity Share, no arrangements for disposal of odd lots are required.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Restriction, if any, on transfer and transmission of Equity Shares and on their consolidation or splitting
Except for lock-in of the pre- Offer capital of our Company, lock-in of the Minimum Promoter’s Contribution and the
Anchor Investor lock-in in the Offer as detailed in “Capital Structure” on page 110, and except as provided in our
Articles of Association as detailed in “Description of Equity Shares and Terms of Articles of Association” on page
508, there are no restrictions on transfers and transmission of Equity Shares and on their consolidation/ splitting.
Further, there are no restrictions on transmission of any shares/debentures of our Company and on their consolidation
or splitting, except as provided in our Articles of Association.
Withdrawal of the Offer
Our Company, in consultation with the Book Running Lead Manager, reserve the right not to proceed with the Offer,
at any time after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would issue
a public notice in the newspapers in which the pre- Offer advertisements were published, within two days of the
withdrawal 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 Book Running
Lead Manager through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s), in case of UPI
Bidders, to unblock the bank accounts of the ASBA Bidders (other than 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.
If our Company, in consultation with the Book Running Lead Manager, withdraws the Offer after the Bid/ Offer
Closing Date and thereafter determines that they will proceed with a public offering of the Equity Shares, our
Company shall file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. Notwithstanding the
478foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which
our Company shall apply for after Allotment and within three Working Days of the Bid/ Offer Closing Date or such
other time period as prescribed under Applicable Law, and (ii) the final RoC approval of the Prospectus after it is filed
and/or submitted with the RoC. If Allotment is not made within the prescribed time period under applicable law, the
entire subscription amount received will be refunded/unblocked within the time prescribed under applicable law.
479OFFER STRUCTURE
The Offer is being made through the Book Building Process. The Offer is of up to 95,00,000 Equity Shares of face value
of ₹ 10 each for cash at a price of ₹ 10 per Equity Share aggregating up to ₹ [●] lakhs, comprising a Fresh Issue of up to
60,00,000 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] lakhs and an Offer for Sale of up to 35,00,000
Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] lakhs by the Promoter Selling Shareholders.
The Offer will constitute [●] % of the post- Offer paid-up Equity Share capital of our Company.
In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through Book Building Process, in compliance with
Regulation 6(1) & Regulation 31 of the SEBI ICDR Regulations.
Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
Number of Equity Shares Not more than [●] Equity Not less than [●] Equity Shares Not less than [●] Equity
available for Allotment/ Shares of face value of ₹ 10 of face value of ₹ 10 each, Shares of face value of
allocation*(2) each aggregating up to [●] aggregating up to [●] lakhs ₹ 10 each, aggregating
lakhs. available for allocation or Offer up to [●] lakhs
less allocation to QIBs and Retail available for allocation
Individual Investors. or Offer less allocation
to QIBs and Non-
Institutional Investors
Percentage of Offer Size Not more than 50% of the Not less than 15% of the Offer or Not less than 35% of
Available for Allotment or Offer size shall be available for the Offer less allocation to QIB the Offer or the Offer
allocation allocation to QIBs. Bidders and Retail Individual less allocation to QIBs
Investors will be available for and Non-Institutional
Up to 5% of Net QIB Portion allocation. The Allotment to each Investors
(excluding the Anchor Non-Institutional Investor shall
Investor Portion) will be not be less than the minimum
available for allocation on a application size, subject to
proportionate basis to Mutual availability of Equity Shares in
Funds only. Mutual Funds the Non-Institutional Portion and
participating in the Mutual the remaining available Equity
Fund Portion will also be Shares, if any, shall be available
eligible for allocation in the for allocation out of which:
remaining Net QIB Portion.
The unsubscribed portion in (i) One-third of the Non-
the Mutual Fund Portion will Institutional Portion will be
be available for allocation to available for allocation to
other QIBs in the Net QIB Bidders with an application
Portion. size exceeding ₹ 2.00 lakhs
and up to ₹ 10.00 lakhs;
(ii) two- thirds of the Non-
Institutional Portion will be
available for allocation to
Bidders with an application
size of more than ₹ 10.00
lakhs.
(iii) Under-subscription in
either of these two
subcategories of the Non-
Institutional Portion may be
allocated to Bidders in the
other subcategory of the
Non-Institutional Portion in
accordance with the SEBI
ICDR Regulations, subject
480Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
to valid Bids being received
at or above the Offer Price.
Basis of Proportionate as follows The Allotment to each Non- Allotment to each
Allotment/allocation if (excluding the Anchor Institutional Investor shall not be Retail Individual
respective category is Investor Portion): less than the minimum Investor shall not be
oversubscribed* application size, subject to less than the minimum
(a) Up to [●] Equity Shares availability in the Non- Bid lot, subject to
of face value of ₹ 10 Institutional Portion, and the availability of Equity
each, shall be available remainder, if any, shall be Shares in the Retail
for allocation on a allotted on a proportionate basis Category and the
proportionate basis to in accordance with the conditions remaining available
Mutual Funds only; and specified in the SEBI ICDR Equity Shares of face
Regulations. For further details, value of ₹ 10 each, shall
(b) Up to [●] Equity Shares see “Offer Procedure” on page be allocated on a
of face value of ₹ 10 485. proportionate basis. For
each, shall be available further details, see
for allocation on a “Offer Procedure” on
proportionate basis to all page 485.
QIBs, including Mutual
Funds receiving
allocation as per (a)
above;
(c) Up to 60% of the QIB
Portion (of up to [●]
Equity Shares of face
value of ₹ 10 each) may
be allocated on a
discretionary basis to
Anchor Investors of
which 33.33% shall be
reserved for domestic
Mutual Funds and 6.67%
shall be reserved for Life
Insurance Companies
and Pension Funds,
subject to valid Bids
being received from
domestic Mutual Funds,
Life Insurance
Companies and Pension
Funds at or above the
Anchor Investor
Allocation Price .
Mode of Bidding* Through ASBA process only Through ASBA process only Through ASBA
except for Anchor Investors. (Including the UPI Mechanism process only (including
for an application size of up to ₹ the UPI Mechanism)
5.00 lakhs).
Minimum Bid Such number of Equity Shares For Non-Institutional Investors [●] Equity Shares of
in multiples of [●] Equity applying under one-third of the face value of ₹ 10 each
Shares of face value of ₹ 10 Non-Institutional Portion (with
each so that the Bid Amount application size of more than ₹
exceeds ₹ 2.00 lakhs. 2.00 lakhs and up to ₹ 10.00
lakhs) such number of Equity
Shares in multiples of [●] Equity
Shares of face value of ₹10 each,
such that the Bid Amount
481Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
exceeds ₹ 2.00 lakhs. For Non-
Institutional Investors applying
under two-thirds of the Non-
Institutional Portion (with
application size of more than ₹
10.00 lakhs) such number of
Equity Shares in multiples of [●]
Equity Shares of face value of
₹10 each, such that the Bid
Amount exceeds ₹10.00 lakhs.
Maximum Bid Such number of Equity Shares For Non-Institutional Investors Such number of Equity
in multiples of [●] Equity applying under one-third of the Shares in multiples of
Shares of face value of ₹ 10 Non-Institutional Portion (with [●] Equity Shares of
each, so that the Bid does not application size of more than ₹ face value of ₹ 10 each,
exceed the Offer size 2.00 lakhs and up to ₹ 10.00 so that the Bid Amount
(excluding Anchor Investor lakhs) such number of Equity does not exceed ₹ 2.00
portion), subject to applicable Shares in multiples of [●] Equity lakhs.
limits to each bidder. Shares of face value of ₹10 each,
such that the Bid Amount does
not exceeds ₹ 10.00 lakhs. For
Non-Institutional Investors
applying under two-thirds of the
Non-Institutional Portion (with
application size of more than ₹
10.00 lakhs) such number of
Equity Shares in multiples of [●]
Equity Shares of face value of ₹
10 each not exceeding the size of
the Offer, (excluding the QIB
Portion) subject to limits
applicable to the Bidder
Mode of Allotment Compulsorily in dematerialised form.
Bid Lot [●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity Shares of face
value of ₹ 10 each thereafter.
Allotment Lot [●] Equity Shares of face value of ₹ 10 each and in multiples of one Equity Share of face
value of ₹ 10 each thereafter. The allotment to NIIs shall not be less than the minimum non-
institutional application size.
Trading Lot One Equity Share
Who can Apply(3) Public financial Resident Indian individuals, Resident Indian
institutions specified in HUFs (in the name of Karta), individuals, HUFs (in
Section 2(72) of the companies, corporate bodies, the name of the Karta)
Companies Act, 2013, FPIs Eligible NRIs, scientific and Eligible NRIs
registered with SEBI (other institutions, societies and trusts
than individuals, corporate family offices and FPIs who are
bodies and family offices), individuals, corporate bodies and
scheduled commercial banks, family offices which are re-
mutual funds registered with categorized as category II FPI (as
SEBI, venture capital funds defined in the SEBI FPI
registered with the SEBI, Regulations) and registered with
AIFs, multilateral and bilateral SEBI.
development financial
institutions, state industrial
development corporations,
NBFC-SI, insurance
companies registered with the
Insurance Regulatory and
482Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
Development Authority,
provident funds with a
minimum corpus of ₹ 2500.00
lakhs, pension funds with a
minimum corpus of ₹ 2500.00
lakhs registered with the
Pension Fund Regulatory and
Development Authority
established under sub-section
(1) of section 3 of the Pension
Fund Regulatory and
Development Authority Act,
2013, the National Investment
Fund set up by resolution F.
No. 2/3/2005-DD-II dated
November 23, 2005 of the GoI,
published in the Gazette of
India, insurance funds set up
and managed by the army,
navy, or air force of the Union
of India and insurance funds
set up and managed by the
Department of Posts, India.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors
at the time of submission of their Bids(4).
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.
*Assuming full subscription in the Offer
^As per SEBI ICDR Master Circular, ASBA applications in public issues shall be processed only after the application monies are blocked in the bank
accounts of the investors. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, NIIs and RIIs and also for all modes through
which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation
on the application monies blocked.
(1) Subject to valid Bids being received at or above the Offer Price, our Company, in consultation with the BRLM, may allocate up to 60% of the
QIB Portion to Anchor Investors at the Anchor Investor Offer Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor
Investors, where allocation in the Anchor Investor Portion is up to ₹ 1000.00 lakhs, (ii) minimum of two and maximum of 15 Anchor Investors, where
the allocation under the Anchor Investor Portion is more than ₹1000.00 lakhs but up to ₹25000.00 lakhs under the Anchor Investor Portion, subject
to a minimum Allotment of ₹ 500.00 lakhs per Anchor Investor, and (iii) in case of allocation above ₹25000.00 lakhs under the Anchor Investor
Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 25000.00 lakhs, and an additional 10
Anchor Investors for every additional ₹ 25000.00 lakhs or part thereof will be permitted, subject to minimum allotment of ₹ 500.00 lakhs per
Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹ 1000.00 lakhs.
40% of the Anchor Investor Portion shall be reserved as(i) 33.33 per cent for domestic Mutual Funds; and (ii) 6.67 per cent for Life Insurance
Companies and Pension Funds, subject to valid Bids being received from the domestic Mutual Funds and Life Insurance Companies and Pension
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 QIB Portion. For further details, see “Offer Procedure” on page 485.
(2) This Offer is being made in accordance with Rule 19(2)(b) of the SCRR, through the Book Building Process, in compliance with Regulation 6(1)
of the SEBI ICDR Regulations, wherein not more than 50% of the Offer will be available for allocation to QIBs on a proportionate basis, provided
that the Anchor Investor Portion may be allocated on a discretionary basis. Further, not less than 15% of the Offer will be available for allocation
to Non-Institutional Investors, of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an application
size exceeding ₹ 2.00 lakhs and up to ₹ 10.00 lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with
an application size of more than ₹ 10.00 lakhs and under- subscription in either of these two sub-categories of Non-Institutional Portion may be
allocated to Bidders in the other sub-category of Non-Institutional Portion 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 Investors 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, except the QIB Portion, would be met with spill-over from any other category or categories, as applicable, at the discretion of our
Company in consultation with the BRLM 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 QIB Portion will not be allowed to be met with spill-over from other
categories or a combination of categories.
(3) 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
483and such First Bidder would be deemed to have signed on behalf of the joint holders.
(4)Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any
difference between the Anchor Investor Allocation Price and the Anchor Investor 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 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.
Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 485 and having same PAN may
be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful
Bidders (with same PAN) may be proportionately distributed.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter 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, pursuant to
the Offer.
484OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 issued by SEBI and the
UPI Circulars (the “General Information Document”) which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR
and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application
Form. The General Information Document is available on the websites of the Stock Exchanges and the BRLM. Please
refer to the relevant provisions of the General Information Document which are applicable to the 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 Confirmation of Allocation Note
(“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 and electronic registration of Bids.
SEBI through the UPI Circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read
with SEBI circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, had introduced an
alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for
listing in a phased manner. UPI has been introduced in a phased manner as a payment mechanism in addition to
ASBA for applications by Retail Individual Investors through intermediaries from January 1, 2019. The UPI
Mechanism for Retail Individual Investors applying through Designated Intermediaries, in phase I, was effective
along with the prior process and existing timeline of T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently,
for applications by Retail Individual Investors through Designated Intermediaries, the process of physical movement
of forms from Designated Intermediaries to SCSBs for blocking of funds was discontinued and Retail Individual
Investors submitting their ASBA Forms through Designated Intermediaries (other than SCSBs) were allowed to only
use UPI Mechanism with a timeline of T+6 days pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020 (“UPI Phase II”). Furthermore, pursuant to SEBI ICDR Master Circular, all individual
bidders in initial public offerings whose Bid sizes are up to ₹5,00,000 shall use the UPI Mechanism for submitting
their Bids. Thereafter, pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the
final reduced timeline of T+3 days (“UPI Phase III”), using the UPI Mechanism for applications by UPI Bidders
has become mandatory for public issues opening on or after December 1, 2023. (“T+3 Circular”). Accordingly, the
Offer will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory basis, subject
to any circulars, clarification or notification issued by the SEBI pursuant to the T+3 Circular. Subsequently, SEBI,
vide the SEBI RTA Master Circular, read with the SEBI ICDR Master Circular, consolidated the aforementioned
circulars to the extent relevant for RTAs, and rescinded these circulars.
Further, pursuant to the SEBI RTA Master Circular and SEBI ICDR Master Circular, applications made using the
ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank
accounts of investors (all categories).
The BRLM shall be the nodal entity for any issues arising out of the public issuance process. In terms of Regulation
23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master
Circular shall continue to form part of the agreements being signed between the intermediaries involved in the public
issuance process and the BRLM shall continue to coordinate with intermediaries involved in the said process.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date in accordance with the SEBI ICDR
Master Circular the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid
Amount, whichever is higher from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay
in unblocking. The BRLM shall, in its sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. Further, Investors shall be entitled to compensation in the manner specified
in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI ICDR
Master Circular, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
485SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has
introduced the disclosure of audiovisual presentation of disclosures made in offer documents. Pursuant to the AV
Circular, investors are advised not to rely on any other document, content or information provided in respect to the
public issue on the internet/online websites/social media platforms/micro-blogging platforms by finfluencers.
Further, investors are advised to rely only on the information contained in the offer document and Price Band
Advertisement for making investment decision.
Our Company, each of the Promoter Selling Shareholders, the BRLM, members of the Syndicate do not accept any
responsibility for the completeness and accuracy of the information stated in this section and the GID and are not liable
for any amendment, modification or change in the applicable law which may occur after the date of this Draft Red
Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are
submitted in accordance with Applicable laws and does 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, when filed. Further, our Company, each of the Promoter 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.
Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations
through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more
than 50% of the Offer shall be available for allocation to QIBs on a proportionate basis, provided that our Company, in
consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, of which 33.33% of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds and 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and
Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension
Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. In case of
under-subscription or non- allocation in the Anchor Investor Portion, the remaining Equity Shares will be added back to
the QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual
Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all
QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15%
of the Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than ₹ 2.00 lakhs and up to ₹ 10.00
lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size
of more than ₹ 10.00 lakhs and under-subscription in either of these two sub- categories of Non-Institutional Portion may
be allocated to Bidders in the other sub-category of Non-Institutional Portion. Further, not less than 35% of the Offer shall
be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received at or above the Offer Price.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except the
QIB Portion, would be allowed to be met with spill-over from any other category or categories, as applicable, at the
discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, subject to receipt of
valid Bids received at or above the Offer Price. Under-subscription, if any, in the QIB Portion, will not be allowed to be
met with spill-over from any other category or a combination of categories. In case of an undersubscription in the Offer,
the allocation of the Equity Shares will be in accordance with the procedure specified in the section “Terms of the Offer
– Minimum Subscription” on page 478.
Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated
February 13, 2020 and with press releases dated June 25, 2021, read with press release dated September 17, 2021
and March 30, 2022, read with press release dated March 28, 2023.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
In accordance with Rule 19(2)(b) of the SCRR, the Offer will constitute at least [●] % of the post Offer paid-up Equity
Share capital of our Company.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP
486ID, Client ID and PAN, and UPI ID (for UPI Bidders Bidding through the UPI Mechanism), as applicable, shall
be treated as incomplete and will be liable to be rejected. Bidders will not have the option of being Allotted Equity
Shares in physical form. However, they may get the Equity Shares rematerialised subsequent to Allotment of the
Equity Shares in the Offer, subject to applicable law.
Phased implementation of UPI Mechanism
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in
addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by UPI
Bidders through Designated Intermediaries with the objective to reduce the time duration from public issue closure to
listing from six Working Days to up to three Working Days. The SEBI in its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, has reduced the time period for listing of equity shares
pursuant to a public issue from six Working Days to three Working Days. The timeline was applicable on a voluntary
basis for public issues opening on or after September 1, 2023 and has been made applicable on a mandatory basis for
public issues opening on or after December 1, 2023. Considering the time for making necessary changes to the systems
and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI
Mechanism in three phases in the following manner:
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in
addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by UPI
Bidders through Designated Intermediaries with the objective to reduce the time duration from public issue closure to
listing from six Working Days to up to three Working Days. The SEBI in its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, has reduced the time period for listing of equity shares
pursuant to a public issue from six Working Days to three Working Days. The timeline was applicable on a voluntary
basis for public issues opening on or after September 1, 2023 and has been made applicable on a mandatory basis for
public issues opening on or after December 1, 2023. Considering the time required for making necessary changes to the
systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced
the UPI Mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public
issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019.
Under this phase, an RII had the option to submit the ASBA Form with any of the Designated Intermediary and use his/
her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be
six Working Days.
Phase II: This phase was applicable from July 1, 2019 and the continuation of this phase was extended until March 31,
2020 vide SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the
timeline for implementation of UPI Phase II until March 31, 2020. Further, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase II
until further notice. Under this phase, submission of the ASBA Form by RIIs through Designated Intermediaries (other
than SCSBs) to SCSBs for blocking of funds was discontinued and replaced by the UPI Mechanism. However, the time
duration from public issue closure to listing continued to be six Working Days during this phase.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023
and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time duration from
public issue closure to listing has been reduced to three Working Days. The Offer shall be undertaken pursuant to the
processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or
notification issued by the SEBI from time to time, including any circular, clarification or notification which may be
issued by SEBI.
The Offer is being made under Phase III of the UPI (on a mandatory basis). in accordance with the SEBI ICDR Master
Circular and the T+3 Notification (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI
ICDR Regulations).
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, in compliance with the SEBI RTA Master Circular and SEBI ICDR
Master Circular in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs
487shall be made in compliance with circulars prescribed by SEBI and applicable law.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using
UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders using
the UPI.
Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (“UPI Streamlining Circular”), SEBI has set out specific
requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The
requirements of the UPI Streamlining Circular include, appointment of a nodal officer by the SCSB and submission of
their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates,
the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement
for the bank accounts of unsuccessful Bidders to be unblocked no later than one 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. Further, in terms of the UPI Circulars, the payment of processing fees to the
SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be
made only after (i) unblocking of application amounts for each application received by the SCSB has been fully
completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. The processing
fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide
a written confirmation on compliance with SEBI ICDR Master Circular. NPCI vide circular reference no. NPCI/UPI/OC
No. 127/ 2021-22 dated December 09, 2021, inter alia, has enhanced the per transaction limit in UPI from more than ₹
2.00 lakhs to ₹ 5.00 lakhs for UPI based ASBA in initial public offerings.
For further details, please refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLM. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as
the BRLM will be required to compensate the concerned investor.
Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, 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;
(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
(a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a
regular basis before the closure of the Offer.
(b) 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 this Draft Red Herring Prospectus.
(c) Only Bids that are uploaded on the Stock Exchanges platform are considered for allocation/Allotment. 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.
(d) QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids.
488(e) The Sponsor Bank(s) 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.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) shall include a QR code and link to access the
Red Herring Prospectus, the Abridged Prospectus, and the price band advertisement, and will be available with the
Designated Intermediaries at relevant Bidding Centers and at our Registered Office. Electronic copy of the Bid cum
Application Forms will also be available for download on the websites of the NSE (www.nseindia.com) and the BSE
(www.bseindia.com) at least one day prior to the Bid/ Offer Opening Date. UPI Bidders may also apply through the
SCSBs and mobile applications using the UPI handles as provided on the website of the SEBI. Copies of the Anchor
Investor Application Form will be available at the offices of the BRLM.
All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer. UPI
Bidders shall Bid in the Offer through UPI Mechanism for submitting their bids to Designated Intermediaries and are
allowed to use ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs. Anchor Investors are not
permitted to participate in this Offer through the ASBA process.
Bidders (other than Anchor Investors and UPI Bidders) must provide bank account details and authorisation by the ASBA
account holder to block funds in their respective ASBA Accounts in the relevant space provided in the Bid cum Application
Form and the Bid cum Application Form that does not contain such details are liable to be rejected.
UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall be
required to bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the Bid cum
Application Form. UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than
SCSBs) without mentioning the UPI ID are liable to be rejected. Applications made using third party bank account or
using third party linked bank account UPI ID are liable for rejection.
Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centers only on ASBA Forms bearing the
stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not bearing such
specified stamp maybe liable for rejection. UPI Bidders using UPI Mechanism, will be required to submit their ASBA
Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or
CDPs. RIIs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the
SCSBs. Bidders, using the ASBA process to participate in the Offer, must ensure that the ASBA Account has sufficient
credit balance such that an amount equivalent to the full Bid Amount can be blocked therein. In order to ensure timely
information to investors SCSBs are required to send SMS alerts to investors intimating them about the Bid Amounts
blocked/unblocked.
Since the Offer is made under Phase III, (on a mandatory basis) ASBA Bidders may submit the ASBA Form in the manner
below:
(i) RIIs (other than UPI Bidders) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or
online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain
brokers.
(ii) UPI Bidders may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered Brokers, RTAs
or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided
by certain brokers.
(iii) QIBs and NIIs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers,
RTAs or CDPs.
(iv) The prescribed colour of the Bid cum Application Forms for various categories is as follows:
Colour of Bid cum
Category
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, UPI Bidders [●]
489Colour of Bid cum
Category
Application Form*
and Eligible NRIs applying on a non-repatriation basis
Eligible NRIs, FPIs and registered bilateral and multilateral development financial [●]
institutions applying on a repatriation basis^
Anchor Investors** [●]
*Excluding electronic Bid cum Application Forms
^Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the website of NSE
(www.nseindia.com) and BSE (www.bseindia.com).
**The Anchor Investor Application Forms shall be available at the office of the BRLM.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including UPI ID
in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. Designated
Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms (except Bid cum Application Forms submitted
by UPI Bidders) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB
bank or any Escrow Collection Bank(s). Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and
BSE circular dated July 22, 2022 with reference no. 20220722-30, has mandated that Trading Members, Syndicate
Members, RTA and Depository Participants shall submit Syndicate ASBA bids above ₹ 5.00 lakhs and NII & QIB bids
above ₹ 2.00 lakhs through SCSBs only.
For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a
continuous basis to enable the Sponsor Bank(s) to initiate a UPI Mandate Request to such UPI Bidders for blocking of
funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the
UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank
account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the
liability to compensate UPI Bidders in case of failed transactions shall be with the concerned entity (i.e., the Sponsor
Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share
the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor
Bank(s) and the Bankers to the Offer shall provide the audit trail to the BRLM for analysing the same and fixing liability.
For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock including
details specified in SEBI ICDR Master Circular. The BRLM shall also be required to obtain the audit trail from the
Sponsor Bank(s) and the Bankers to the Offer for analysing the same and fixing liability. For ensuring timely information
to investors, SCSBs shall send SMS alerts as specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to the SEBI circulars dated
June 2, 2021 and April 20, 2022.
Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real
time basis through API integration and bring inconsistencies to the notice of the relevant Designated Intermediaries, for
rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification
of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded.
In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022, 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 the Bid/ Offer Closing Date (“Cut-Off Time”).
Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all
pending UPI Mandate Requests at the Cut-Off Time shall lapse.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI
and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed
error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and
responses throughout their lifecycle on daily basis and share reports with the BRLM in the format and within the timelines
as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data
files from the NPCI portal after every settlement cycle and do a three- way reconciliation with Banks UPI switch data,
CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Banks and the issuer banks shall provide the audit trail to the Book Running Lead Manager for analysing
the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in
circulars prescribed by SEBI, from time to time.
490The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs
only after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format
prescribed by SEBI in accordance the SEBI RTA Master Circular in a format as prescribed by SEBI, from time to time,
and such payment of processing fees to the SCSBs shall be made in compliance with circulars prescribed by SEBI and
applicable law.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on or after
September 1, 2022:
(a) Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and existing
process of UPI bid entry by syndicate members, registrar to the issue and depository participants shall continue till
further notice.
(b) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued.
(c) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 5:00
pm on the initial public offer closure day.
(d) Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest status
as RC 100 – Block Request Accepted by Investor/ Client.
Participation by Promoters and members of the Promoter Group of the Company, the BRLM, associates and
affiliates of the BRLM and the Syndicate Members
The BRLM and the Syndicate Members shall not be allowed to purchase/subscribe to the Equity Shares in this Offer in
any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of
the BRLM and the Syndicate Members may purchase/subscribe to the Equity Shares in the Offer in the QIB Portion or in
the Non-Institutional Portion, as may be applicable to such Bidders, where the allocation is on a proportionate basis and
such subscription may be on their own account or on behalf of their clients. All categories of investors, including
respective associates or affiliates of the BRLM and Syndicate Members, shall be treated equally for the purpose of
allocation to be made on a proportionate basis.
Neither the BRLM or any associate of the BRLM (except Mutual Funds sponsored by entities which are associates of
the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs sponsored by the entities
which are associate of the BRLM or FPIs other than individuals, corporate bodies and family offices sponsored by the
entities which are associates of the BRLM or Pension funds sponsored by entities which are associate of the BRLM) can
apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Manager” if:
(i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the
voting rights in the other; or
(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the
other; or
(iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLM.
Further, the Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer.
Furthermore, persons related to the Promoters and the Promoter Group shall not apply in the Offer under the Anchor
Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders’ agreement or
voting agreement entered into with any of the Promoters or members of the Promoter Group of our Company, veto rights
or a right to appoint any nominee director on our Board, shall be deemed to be a person related to a Promoter or member
of the Promoter Group of our Company.
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, the Company reserves the right to reject any Bid without assigning any reason
thereof, subject to the applicable law. Bids made by asset management companies or custodians of Mutual Funds shall
specifically state names of the concerned schemes for which such Bids are made.
491In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with the SEBI
and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids, provided that such
Bids clearly indicate the scheme concerned for which the Bid is submitted.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments
of any single company provided that the limit of 10% shall not be applicable for investments in case of index funds or
sector or industry specific scheme. No Mutual Fund under all its schemes should own more than 10% of any company’s
paid-up share capital carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries. Only
Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRIs applying on a repatriation basis should authorise their respective SCSBs or confirm or accept the UPI
Mandate Request (in case of UPI Bidders) to block their Non-Resident External Accounts (“NRE Account”) (including
UPI ID, if activated), or Foreign Currency Non-Resident Accounts (“FCNR Account”), and Eligible NRIs bidding on a
non-repatriation basis by using Resident Forms should authorise their respective SCSBs or confirm or accept the UPI
Mandate Request (in case of UPI Bidders) to block their Non- Resident Ordinary (“NRO”) accounts for the full Bid
amount, at the time of 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 a repatriation basis are advised to use the Bid cum Application Form meant for Non- Residents
([●] in colour). Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for
residents ([●] in colour). By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been
clarified that an investment made by a NRI or an Indian entity which is owned and controlled by NRIs on a non-
repatriation basis, shall not be considered for calculation of indirect foreign investment.
Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars).
Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the
Offer, provided the UPI facility is enabled for their NRE/NRO accounts.
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed
5% of the total paid-up Equity 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. Our Company has by way of a special resolution dated March 09,
2026 increased the aforesaid aggregate ceiling of 10% to 24%. For details, see “Restrictions on Foreign Ownership of
Indian Securities” on page 506.
Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules. Only Bids accompanied by payment in
Indian rupees or fully converted foreign exchange will be considered for Allotment.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder/applicant
should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name
of sole or first Bidder/applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
Karta”. Bids/applications by HUFs will be considered at par with Bids/applications from individuals.
Bids by FPIs
In terms of the FEMA, FEMA Rules and SEBI FPI Regulations, investment in the Equity Shares by a single FPI or an investor
group (which means multiple entities registered as foreign portfolio investors and directly and indirectly having common
ownership of more than 50% or common control) must be below 10% of our post- Offer Equity Share capital on a fully
diluted basis. Further, in terms of the applicable FEMA Rules the total holding by each FPI or an investor group cannot
exceed 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis, as applicable and the
492aggregate holdings of all the FPIs, including any other direct and indirect foreign investments in our Company, shall not
exceed the sectoral cap.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is
required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid
without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form
for Non-Residents ([●] in colour).
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions specified under the
FEMA Rules and as specified by the Government of India from time to time.
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the capital of an Indian company
is subject to certain limits, i.e. the individual holding of an FPI (including its investor group) is restricted to below 10% of
the total paid-up share capital of the company. 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 or 10% or more of the paid-up value of
any series of debentures or preference shares or share warrants that may be issued by our Company, 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% under automatic route). In terms of the FEMA 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 that 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 is permitted to issue, subscribe to, or otherwise deal in offshore derivative
instruments, directly or indirectly, only if it complies with the following conditions:
(a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;
(c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified
by SEBI; and
(d) such other conditions as may be specified by SEBI from time to time.
An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject
to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI
Regulations (as mentioned above from points (a) to (d)); including the conditions to deal in overseas direct instruments
and (b) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom the offshore
derivative instruments are to be transferred, are pre-approved by the FPI.
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 the Operational Guidelines for
Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation of SEBI FPI
Regulations (such structure referred to as “MIM Structure”), 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 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.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.
493There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other
categories for the purpose of allocation.
Bids by SEBI registered Alternative Investment Funds and Venture Capital Funds
The SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the Securities
and Exchange Board of India (Venture Capital Funds) Regulations, 1996, the VCFs which have not re-registered as an
AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI (Venture Capital Funds) Regulations,
1996 until the existing fund or scheme managed by the fund is wound up.
Category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF cannot
invest more than 10% of the investible funds in an investee company directly or through investment in the units of other
AIF. A VCF registered as a category I AIF, cannot invest more than one-third of its investible funds, in the aggregate, in
certain specified instruments, including by way of subscription to an initial public offering of a venture capital
undertaking. The holding in any company by any individual VCF registered with SEBI should not exceed 25% of the
corpus of the VCF. A VCF can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified
instruments, which includes subscription to an initial public offering of a venture capital undertaking or an investee
company (as defined under the SEBI AIF Regulations).
Participation of AIFs and VCFs shall be subject to the FEMA Rules.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, the Promoter Selling Shareholders or the BRLM shall not be responsible for loss, if any, incurred
by the Bidder on account of conversion of foreign currency.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid
cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject any Bid
without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, and (ii) the approval of such banking company’s investment committee is required to be attached to the Bid
cum Application Form, failing which our Company, in consultation with the BRLM reserves the right to reject any Bid
without assigning any reason 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 less. Further, the aggregate investment in subsidiaries and other entities engaged in
financial and non-financial services company cannot exceed 20% of the bank’s paid-up share capital and reserves. 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/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s interest on loans/investments made
to a company. The bank is required to submit a time-bound action plan for disposal of such shares within a specified
period to the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30%
of the paid-up share capital of the investee company, investment in a subsidiary and a financial services company that is
not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company in excess of
10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) the Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, as amended. Bids by banking companies s should not exceed the
investment limits prescribed for them under the applicable laws.
Bids by SCSBs
494SCSBs participating in the Offer are required to comply with the terms of the circulars bearing no. CIR/CFD/DIL/12/2012
and CIR/CFD/DIL/1/2013, dated September 13, 2012 and January 2, 2013, respectively, issued by the SEBI. Such SCSBs
are required to ensure that for making applications on their own account using ASBA, they should have a separate account
in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of
making application in public issues and clear demarcated funds should be available in such account for such Bids.
Bids by Insurance Companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration
issued by IRDAI must be attached to the Bid cum Application Form. Failing this, the Company, in consultation with
BRLM, reserve 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 (Investment)
Regulations, 2016 (“IRDA Investment Regulations”) based on the investments in the equity shares of a company, the
entire group of the investee company and the industry sector in which the investee company operates. Bidders are advised
to refer to the IRDA Investment Regulations for specific investment limits applicable to them and shall comply with all
applicable regulations, guidelines and circulars issued by IRDAI from time to time.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified copy of
its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s) and such
other approvals as may be required by the NBFC – SI, must be attached to the Bid-cum Application Form. Failing this,
our Company, in consultation with the BRLM reserves the right to reject any Bid, without assigning any reason thereof.
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 prescribed by RBI from time to time.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, eligible
FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or air force of the
India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with
a minimum corpus of ₹ 2500.00 lakhs (subject to applicable laws) and pension funds with a minimum corpus of ₹ 2500.00
lakhs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with
the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserves the right to accept or
reject any Bid in whole or in part, in either case, without assigning any reason thereof.
Our Company, in consultation with the BRLM, in their absolute discretion, reserve the right to relax the above condition
of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and
conditions that our Company, in consultation with the BRLM, may deem fit.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, with minimum corpus of ₹ 2500.00 lakhs, subject to applicable
laws, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund
must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserves
the right to reject any Bid, without assigning any reason therefore.
Bids by Anchor Investors
In accordance with the SEBI Regulations, the key terms for participation by Anchor Investors are provided below:
1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the
Book Running Lead Manager.
4952) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 1000.00 lakhs.
A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹ 1000.00 lakhs.
3) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds and 6.67% of the Anchor
Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being
received from domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the Anchor
Investor Allocation Price, in accordance with the SEBI ICDR Regulations.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date.
5) Our Company, in consultation with the Book Running Lead Manager will finalize allocation to the Anchor Investors
on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be
less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹
1000.00 lakhs; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹ 100.00 lakhs but up to ₹ 25000.00 lakhs, subject to a minimum Allotment of ₹
500.00 lakhs per Anchor Investor; and (c) in case of allocation above ₹ 25000.00 lakhs under the Anchor Investor
Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹25000.00
lakhs, and an additional 10 Anchor Investors for every additional ₹25000.00 lakhs, subject to minimum allotment
of ₹ 500.00 lakhs per Anchor Investor.
6) 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 will be made available in the public
domain by the Book Running Lead Manager before the Bid/ Offer Opening Date, through intimation to the Stock
Exchanges.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-In Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price and
the difference amount shall not be refunded to the Anchor Investors.
9) Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the following
manner: there shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to each of the Anchor Investors
from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to each of
the Anchor Investors from the date of Allotment.
10) Neither (a) the Book Running Lead Manager or any associate of the Book Running Lead Manager (other than
mutual funds sponsored by entities which are associate of the Book Running Lead Manager or insurance companies
promoted by entities which are associate of the Book Running Lead Manager or Alternate Investment Funds (AIFs)
sponsored by the entities which are associates of the Book Running Lead Manager or FPIs, other than individuals,
corporate bodies and family offices, sponsored by the entities which are associate of the Book Running Lead
Manager) nor (b) the Promoter, Promoter Group or any person related to the Promoter or members of the Promoter
Group shall apply under the Anchor Investors category.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.
For more information, please read the General Information Document.
The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders
and the Book Running Lead Manager are not liable for any amendments or modification or changes in applicable
laws or regulations, which may occur after the date of the Red Herring Prospectus, when filed. Bidders are advised
to make their independent investigations and ensure that any single Bid from them does not exceed the applicable
investment limits or maximum number of the Equity Shares that can be held by them under applicable laws or
regulation and as specified in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus
when filed.
496In accordance with RBI regulations, OCBs cannot participate in the Offer.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated
Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be
non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall
surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant
Designated Intermediary as proof of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and
software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance
with various statutory and other requirements by our Company and/or the BRLM are cleared or approved by the Stock
Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the
statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company,
the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Draft Red Herring Prospectus or the Red Herring Prospectus;
nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
Pre- Offer and Price Band Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company will, after filing the Red Herring Prospectus with the
RoC, publish a pre- Offer and Price Band advertisement, in the form prescribed by the SEBI ICDR Regulations, in [●]
editions of [●], an English national daily newspaper and [●] editions of [●], a Hindi national daily newspaper and [●]
editions of [●], a Punjabi daily newspaper (Punjabi being the regional language of Punjab, where our Registered Office
is located), each with wide circulation. This advertisement, subject to the provisions of Section 30 of the Companies Act,
shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
Allotment Advertisement
Our Company, the Book Running Lead Manager and the Registrar to the Offer shall publish an allotment advertisement
before commencement of trading, disclosing the date of commencement of trading in: (i) all editions of [●], a widely
circulated English national daily newspaper; (ii) all editions of [●], a widely circulated Hindi national daily newspaper;
and (iii) [●] editions of [●] a widely circulated Punjabi daily newspaper (Punjabi being the regional language of Punjab,
where our Registered Office is located).
The allotment advertisement shall be uploaded on the websites of our Company, the BRLM 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 are proposed to be listed, then the allotment advertisement shall be
uploaded on the websites of our Company, the BRLM and the Registrar to the Offer, following the receipt of final listing
and trading approval from all the Stock Exchanges.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company, the Promoter Selling Shareholders and the Underwriters, prior to the filing of the Red Herring
Prospectus or the Prospectus with the RoC, as applicable, and in accordance with the nature of underwriting which
is determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, will enter into an Underwriting
Agreement with the Underwriters for the Equity Shares proposed to be offered through the Offer.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus.’ The Prospectus will contain details
of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and will be complete
in all material respects.
General Instructions
497Please 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 their Bid(s) until Bid/ Offer Closing Date. Anchor Investors are not allowed to withdraw or
lower the size of their Bids after the Anchor Investor Bidding Date.
Do’s:
(a) Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
(b) Ensure that you have Bid within the Price Band
(c) Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders) in the
Bid cum Application Form (with maximum length of 45 characters. Further, UPI Bidders must mention their UPI
ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form;
(d) UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list
of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the
app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;
(e) 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;
(f) Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
(g) Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders
depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;
(h) Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre within the prescribed time;
(i) In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account holder,
as the case may be) and the signature of the first Bidder is included in the Bid cum Application Form;
(j) If the first Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the case may be),
ensure that the Bid cum Application Form is signed by the ASBA Account holder (or the UPI- linked bank account
holder, as the case may be);
(k) All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
(l) Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form
should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary
account held in joint names;
(m) Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or by specifying
the application number for all your Bid options as proof of registration of the Bid cum Application Form from the
concerned Designated Intermediary;
(n) Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;
(o) Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed
and obtain a revised acknowledgment;
(p) Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
498securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July
20, 2006, may be exempted from specifying their PAN for transacting in the securities market, and (iii) any other
category of Bidders, including without limitation, multilateral/ bilateral institutions, which may be exempted from
specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under
the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field
and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as
per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be
rejected;
(q) Ensure that the Demographic Details are updated, true and correct in all respects;
(r) 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;
(s) 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;
(t) Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents, including a copy of the power of attorney, are submitted;
(u) Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;
(v) Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the ASBA
Account under the ASBA process. UPI Bidders, should ensure that they approve the UPI Mandate Request
generated by the Sponsor Bank(s) prior to 5:00 pm of the Bid / Offer Closing Date;
(w) Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN
available in the Depository database, then such Bids are liable to be rejected;
(x) Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form, or have
otherwise provided an authorization to the SCSB or the Sponsor Bank(s), 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;
(y) UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the
authorization of the mandate using his/her UPI PIN, the UPI Bidder shall be deemed to have verified the attachment
containing the application details of the UPI Bidders in the UPI Mandate Request and have agreed to block the entire
Bid Amount and authorized the Sponsor Bank(s) to issue a request to block the Bid Amount mentioned in the Bid
Cum Application Form in his/her ASBA Account;
(z) 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;
(aa) UPI Bidders 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;
(bb) UPI Bidders, who have revised their Bids subsequent to making the initial Bid, should also approve the revised UPI
Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid
Amount in his/her account and subsequent debit of funds in case of allotment in a timely manner.
(cc) Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM; and
499(ee) Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid
cum Application Form and the Red Herring Prospectus. Application made using incorrect UPI handle or using a
bank account of an SCSB or SCSBs which is not mentioned on the website of the SEBI, is liable to be rejected.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in
the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected.
Don’ts:
(a) Do not Bid for lower than the minimum Bid size;
(b) Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
(c) Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary;
(d) Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
(e) Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
(f) Anchor Investors should not Bid through the ASBA process;
(g) Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a location other than
the Bidding Centers;
(h) Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
(i) Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
(j) 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;
(k) Do not submit your Bid after 3.00 pm on the Bid/ Offer Closing Date (for online applications) and after 12:00 p.m.
on the Bid/ Offer Closing Date (for physical applications);
(l) If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/ Offer Closing Date;
(m) Do not Bid for a Bid Amount exceeding ₹5,00,000 (for Bids by UPI Bidders);
(n) Do not Bid for a Bid Amount exceeding ₹2,00,000 (for Bids by Retail Individual Investors);
(o) Do not submit the General Index Register (GIR) number instead of the PAN;
(p) Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details for
a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
(q) Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
(r) Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA Account or in the case of UPI Bidders, in the UPI-linked bank account where funds for making
the Bid are available;
(s) 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;
500(t) 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;
(u) 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;
(v) 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;
(w) 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);
(x) Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
(y) Do not submit more than one Bid cum Application Form per ASBA Account;
(z) Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
(aa) Do not submit a Bid cum Application Form with third party UPI ID or using a third-party bank account (in case of
Bids submitted by UPI Bidders);
(bb) Do not Bid if you are an OCB; and
(cc) Do not Bid for Equity Shares in excess of what is specified for each category.
For helpline details of the Book Running Lead Manager, see “General Information” on page 102.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Further, in case of any pre- Offer or post- Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details of the
Company Secretary and Compliance Officer, please refer to the section titled “General Information – Company Secretary
and Compliance Officer” on page 103.
For helpline details of the BRLM pursuant to SEBI ICDR Master Circular, please refer to the section titled “General
Information – Book Running Lead Manager” on page 103.
Grounds for technical rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to
note that Bids maybe rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by UPI Bidders through an SCSBs and/or using a mobile application or UPI handle, not listed on
the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a third-party
linked bank account UPI ID (subject to availability of information regarding third-party account from Sponsor
Bank(s));
6. Anchor Investors should submit Anchor Investor Application Forms only to the Book Running Lead Manager;
5017. 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;
8. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI IDs;
9. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
10. Bids submitted without the signature of the First Bidder or Sole Bidder;
11. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
12. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for
credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
13. GIR number furnished instead of PAN;
14. Bids by RIIs with Bid Amount of a value of more than ₹ 2.00 lakhs;
15. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
16. Bids accompanied by stock invest, money order, postal order, or cash; and
17. Bids uploaded by QIBs and by Non-Institutional Investors after 4.00 pm on the Bid/ Offer Closing Date and Bids
by RIIs uploaded after 5.00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchanges. On Bid/
Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received RIIs,
after taking into account the total number of Bids received and as reported by the BRLM to the Stock Exchanges.
Further, in case of any pre- Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to our Company Secretary and Compliance Officer. For details of
Company Secretary and Compliance Officer, see “General Information” on page 102.
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, Bidders shall be entitled to compensation in the manner specified in the SEBI Master Circular (to the extent
applicable) in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The BRLM
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 BRLM shall continue to coordinate with intermediaries involved in the
said process.
For details of grounds for technical rejections of a Bid cum Application Form, 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 BRLM and the Registrar, shall ensure that the basis of
allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares through the 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.
502The allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional Investors and
Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities
allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application
size as determined and disclosed.
The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum bid lot, subject to
the availability of shares in Retail Individual Investor Portion, and the remaining available shares, if any, shall be allotted
on a proportionate basis.
The Allotment to each Non-Institutional Investor shall not be less than the minimum application size, subject to the
availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allotted
on a proportionate basis, which shall be subject to the following, and in accordance with the SEBI ICDR Regulations: (i)
one-third of the Non-Institutional Portion will be available for allocation to Bidders with a Bid size of more than ₹ 2.00
lakhs and up to ₹ 10.00 lakhs, and (ii) two-thirds of the Non-Institutional Portion will be available for allocation to
Bidders with a Bid size of more than ₹ 10.00 lakhs, provided that 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.
The allocation to each Non-Institutional Investor shall not be less than the minimum application size, subject to
availability of Equity Shares in the Non-Institutional Portion 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 of the SEBI
ICDR Regulations.
Payment into Escrow Account(s) for Anchor Investors
Our Company, in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors to whom
the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will
be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT). For Anchor
Investors, the payment instruments for payment into the Escrow Accounts should be drawn in favour of:
(a) In case of resident Anchor Investors: “[●]”;
(b) In case of non-resident Anchor Investors: “[●]”.
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Promoter Selling Shareholders, the Syndicate, the Bankers to the Offer and the
Registrar to the Offer to facilitate collection of Bid Amounts from Anchor Investors.
Undertakings by our Company
Our Company undertakes the following:
(a) The complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;
(b) if Allotment is not made, refunds are not made to the Bidders or listing and trading approvals are not obtained within
the prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked
within the time prescribed under applicable law. If there is delay beyond the prescribed time, our Company shall
pay interest prescribed under the Companies Act, the SEBI ICDR Regulations and applicable law for the delayed
period;
(c) That all steps will be taken for completion of the necessary formalities for listing and commencement of trading at
all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days of the Bid/
Offer Closing Date or such other timeline as may be prescribed by SEBI;
(d) That funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be made available
to the Registrar to the Offer by the Company;
(e) That where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the unsuccessful Bidder within four Working Days from the Bid/ Offer Closing
503Date, or such time period as specified by SEBI, giving details of the bank where the refunds shall be credited along
with the amount and the expected date of electronic credit of refund;
(f) The decisions with respect to the Price Band and the Minimum Bid lot as applicable, revision of Price Band, Offer
Price, will be taken by our Company, in consultation with the BRLM.
(g) that if our Company does 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 would be published.
The Stock Exchanges shall be informed promptly;
(h) that if our Company, in consultation with the BRLM withdraw the Offer after the Bid/ Offer Closing Date, our
Company shall be required to file a fresh DRHP with SEBI, in the event our Company and/or the Promoter Selling
Shareholders subsequently decides to proceed with the Offer;
(i) No further issue of Equity Shares shall be made until the Equity Shares offered through the Red Herring Prospectus
are listed or until the Bid monies are refunded/ unblocked in the ASBA Accounts on account of non-listing, under-
subscription etc.; and
(j) Except for Equity Shares that may be allotted pursuant to the Pre–IPO Placement, no further issue of Equity Shares
shall be made until the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies
are refunded/ unblocked in the ASBA Accounts on account of non-listing, under-subscription etc.; and
(k) That adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor Investor
Application Forms from Anchor Investor.
Undertakings by the Promoter Selling Shareholders
Each of the Promoter Selling Shareholders, severally and not jointly, undertakes and/ or confirms the following:
a. The Offered Shares have been held by the Promoter Selling Shareholders for a period of at least one year prior to
the date of this Draft Red Herring Prospectus, and are free and clear of any liens or encumbrances and, to the extent
that the Offered Shares have resulted from a bonus issue, the bonus issue has been on Equity Shares held for a
period of at least one year prior to the filing of this Draft Red Herring Prospectus and are eligible for being offered
in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR Regulations;
b. They are the legal and beneficial owners of and has full title to their respective Equity Shares being offered through
the Offer for Sale;
c. They will not have recourse to the proceeds of the Offer for Sale, until approval for trading of the Equity Shares
from all Stock Exchanges where listing is sought has been received;
d. They will not sell, transfer, dispose of in any manner or create any lien, charge or encumbrance on the Offered
Shares;
e. They shall deposit the Offered Shares in an escrow demat account in accordance with the Share Escrow Agreement;
f. They 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 shall not make any payment, direct or indirect, in the
nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;
g. They will take all such steps as may be required to ensure that the Offered Shares are available for transfer in the
Offer for Sale; and
h. The will provide assistance to our Company, as may be reasonably required and necessary in accordance with
applicable laws, for the completion of the necessary formalities in relation to the Offered Shares.
Utilisation of Offer Proceeds
504Our Board certifies that:
(a) all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other than the
bank account referred to in sub-Section (3) of Section 40 of the Companies Act 2013;
(b) all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any part of the
Fresh Issue proceeds remains unutilised, under an appropriate head in the balance sheet of our Company indicating
the purpose for which such monies have been utilised; and
(c) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head
in the balance sheet indicating the form in which such unutilised monies have been invested.
Utilisation of Gross Proceeds
Our Company specifically confirm that all monies received out of the Offer shall be credited/transferred to a separate
bank account in a scheduled bank, within the meaning of sub-section (3) of Section 40 of the Companies Act.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:
“Any person who –
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of
his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹ 10.00
lakhs or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term which shall
not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud,
extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be
less than three years.) Further, where the fraud involves an amount less than ₹ 10.00 lakhs or one per cent of the turnover
of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be
punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹ 50.00 lakhs
or with both.
505RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such
investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian companies,
either through the automatic route or the approval route, depending upon the sector in which foreign investment is
sought to be made. The Government of India makes policy announcements on FDI through press notes and press
releases. The regulatory framework, over a period of time, thus, consists of acts, regulations, press notes, press
releases, and clarifications among other amendments. Under the Industrial Policy, unless specifically restricted,
foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment.
The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The
Government of India has from time to time made policy pronouncements on foreign direct investment (“FDI”) through
press notes and press releases.
The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of
India (formerly, Department of Industrial Policy and Promotion) (“DPIIT”) issued the Consolidated FDI Policy
Circular of 2020, (“Consolidated FDI Policy”) which, with effect from October 15, 2020, consolidates and
supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force
and effect prior to October 15, 2020. The Consolidated FDI Policy will be valid until the DPIIT issues an updated
circular. FDI in companies engaged in sectors/activities which are not listed in the FDI Policy is permitted upto to
100% of the paid-up share capital of such company under the automatic route, subject to compliance with certain
prescribed conditions. For further details, see “Key Regulations and Policies in India” beginning on page 280.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI,
provided that: (i) the activities of the investee company are under the automatic route under the Consolidated FDI
Policy and transfer does not attract the provisions of the SEBI Takeover Regulations, (ii) the non-resident shareholding
is within the sectoral limits under the Consolidated FDI policy, and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI.
On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules, which
had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside India)
Regulations 2017. Foreign investment in this Offer shall be on the basis of the FEMA Rules. Further, in accordance
with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management
(Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, issued by DPIIT, the
Consolidated FDI Policy and the FEMA Rules has been 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 Government
of India. Subsequently, vide Press Note No. 2 (2026 Series), dated March 15, 2026 issued by the DPIIT, the
Consolidated FDI Policy has been further amended to, inter alia, define the expression “beneficial owner” and to
provide that prior approval of the Government of India shall be required only where citizen(s) and/or entity(ies) of a
country sharing a land border with India hold, directly or indirectly, individually or cumulatively, more than 10% of
the shares, capital or profits of the investor entity, or exercise control over such investor entity, or exercise ultimate
effective control over the investee entity. The amendments under Press Note No. 2 (2026 Series) shall come into effect
from the date of notification of the corresponding amendments to the FEMA (Rules which is awaited as on the date
of this Draft Red Herring Prospectus. Further, in the event of transfer of ownership of any existing or future FDI in an
entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/
purview, such subsequent change in the beneficial ownership will also require approval of the Government. Pursuant
to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020 issued on December
8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country
nor shall any country be treated as the beneficial owner of the investments of such bank of fund in India. These
investment restrictions shall also apply to subscribers of offshore derivative instruments.
As per the Consolidated FDI Policy, read with FEMA Rules, 100% foreign direct investment is permitted under the
automatic route in the sector in which our Company operates, however, investments under the foreign direct
investment route by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country will require prior approval of the Government
of India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event
such prior approval of the Government of India is required and such approval has been obtained, the Bidder shall
506intimate our Company and the Registrar to the Offer in writing about such approval along with a copy thereof within
the Bid/ Offer Period.
As per the existing policy of the Government of India, OCBs cannot participate in the Offer.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids by
Eligible NRIs” and “Offer Procedure – Bids by FPIs” on pages 492 and 492, respectively.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act
or any state securities laws in the United States, and unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore transactions’
in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where
such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders
and the Book Running Lead Manager are not liable for any amendments or modification or changes in
applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders
are advised to make their independent investigations, seek independent legal advice about its liability to
participate in the Offer and ensure that the number of Equity Shares Bid for do not exceed the applicable limits
under laws or regulations.
507SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association
of our Company. The main provisions of the Articles of Association of our Company are detailed below. No material
clause of the Articles of Association having bearing on the Offer or the disclosures required in this Draft Red Herring
Prospectus has been omitted.
As on the date of this Draft Red Herring Prospectus, the provisions of the Articles of Association of our Company are in
compliance with the Companies Act and applicable securities laws.
THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION*
OF
PUNJAB CARBONIC LIMITED
*Adoption of Articles of Association Vide Special Resolution Passed by the Members through Extra-Ordinary General
Meeting held on December 04, 2025.
CONSTITUTION OF THE COMPANY
1. The Regulations contained in Table ‘F’ in the First Schedule to the Companies Act, 2013 shall not apply to the
Company except in so far as they are embodied in the following Articles, which shall be the regulations for the
Management of the Company.
INTERPRETATION CLAUSE
2. The marginal notes hereto shall not affect the construction hereof. In these presents, the following words and
expressions shall have the following meanings unless excluded by the subject or context:
a) ‘The Act’ or ‘The Companies Act’ shall mean ‘The Companies Act, 2013, its rules and any statutory
modifications or reenactments thereof.’
b) ‘The Board’ or ‘The Board of Directors’ means a meeting of the Directors duly called and constituted
or as the case may be, the Directors assembled at a Board, or the requisite number of Directors entitled
to pass a circular resolution in accordance with these Articles.
c) ‘The Company’ or ‘This Company’ means PUNJAB CARBONIC LIMITED
d) ‘Directors’ means the Directors for the time being of the Company.
e) ‘Writing’ includes printing, lithograph, typewriting and any other usual substitutes for writing.
f) ‘Members’ means members of the Company holding a share or shares of any class.
g) ‘Month’ shall mean a calendar month.
h) ‘Paid-up’ shall include ‘credited as fully paid-up’.
i) ‘Person’ shall include any corporation as well as individual.
508j) ‘These presents’ or ‘Regulations’ shall mean these Articles of Association as now framed or altered
from time to time and shall include the Memorandum where the context so requires.
k) ‘Section’ or ‘Sec.’ means Section of the Act.
l) Words importing the masculine gender shall include the feminine gender.
m) Except where the context otherwise requires, words importing the singular shall include the plural and
the words importing the plural shall include the singular.
n) ‘Special Resolution’ means special resolution as defined by Section 114 in the Act.
o) ‘The Office’ means the Registered Office for the time being of the Company.
p) ‘The Register’ means the Register of Members to be kept pursuant to Section 88 of the Companies Act,
2013.
q) ‘Proxy’ includes Attorney duly constituted under a Power of Attorney.
3. Except as provided by Section 67, no part of funds of the Company shall be employed in the purchase of the
shares of the Company, and the Company shall not directly or indirectly and whether by shares, or loans, give,
guarantee, the provision of security or otherwise any financial assistance for the purpose of or in connection
with a purchase or subscription made or to be made by any person of or for any shares in the Company.
4. The Authorized Share Capital of the Company shall be as prescribed in Clause V of the Memorandum of
Association of the Company.
5. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company for the time
being (including any shares forming part of any increased capital of the Company) shall be under the control of
the Board who may allot 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 or at a discount (subject to compliance with the provisions of the
Act) and at such terms as they may, from time to time, think fit and proper and with the sanction of the Company
in General Meeting by a Special Resolution give to any person the option to call for or be allotted shares of any
class of the Company, either at par, at a premium or subject as aforesaid at a discount, such option being
exercisable at such times and for such consideration as the Board thinks fit unless the Company in General
Meeting, by a Special Resolution, otherwise decides. Any offer of further shares shall be deemed to include a
right, exercisable by the person to whom the shares are offered, to renounce the shares offered to him in favour
of any other person.
Subject to the provisions of the Act, any redeemable Preference Share, including Cumulative Convertible
Preference Share may, with the sanction of an ordinary resolution be issued on the terms that they are, or at the
option of the Company are liable to be redeemed or converted on such terms and in such manner as the Company,
before the issue of the shares may, by special resolution, determine.
6. The Company in General Meeting, by a Special Resolution, may determine that any share (whether forming
part of the original capital or of any increased capital of the Company) shall be offered to such persons (whether
members or holders of debentures of the Company or not), giving them the option to call or be allotted shares
of any class of the Company either at a premium or at par or at a discount, (subject to compliance with the
provisions of Section 53) such option being exercisable at such times and for such consideration as may be
directed by a Special Resolution at a General Meeting of the Company or in General Meeting and may take any
other provisions whatsoever for the issue, allotment or disposal of any shares.
7. The Board may at any time increase the subscribed capital of the Company by issue of new shares out of the
unissued part of the Share Capital in the original or subsequently created capital, but subject to Section 62 of
the Act, and subject to the following conditions namely:
509I. (a) Such further shares shall be offered to the persons who, at the date of the offer, are holder of the
equity shares of the Company in proportion, as nearly as circumstances admit, to the capital paid up on
those shares at that date.
(b) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a
time not being less than statutory timeline mentioned in the Act, from the date of the offer within which
the offer, if not accepted, will be deemed to have been declined.
(c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice referred
to in clause (b) shall contain a statement of this right.
(d) After the expiry of the time specified in the notice aforesaid, or in respect of earlier intimation from
the person to whom such notice is given that he declines to accept the shares offered, the Board may
dispose of them in such manner as it thinks most beneficial to the Company.
II. The Directors may, with the sanction of the Company in General Meeting by means of a special
resolution, offer and allot shares to any person at their discretion by following the provisions of section
62 of the Act and other applicable provisions, if any.
III. Nothing in this Article shall apply to the increase in the subscribed capital of the Company which has
been approved by:
(a) A Special Resolution passed by the Company in General Meeting before the issue of the
debentures or the raising of the loans, and
(b) The Central Government before the issue of the debentures or raising of the loans or is in
conformity with the rules, if any, made by that Government in this behalf.
8. (1) The rights attached to each class of shares (unless otherwise provided by the terms of the issue of the
shares of the class) may, subject to the provisions of Section 48 of the Act, be varied with the consent
in writing of the holders of not less than three fourths of the issued shares of that class or with the
sanction of a Special Resolution passed at a General Meeting of the holders of the shares of that class.
(2) To every such separate General Meeting, the provisions of these Articles relating to General Meeting
shall Mutatis Mutandis apply, but so that the necessary quorum shall be two persons at least holding or
representing by proxy one-tenth of the issued shares of that class.
9. Issue of further shares with disproportionate rights
Subject to the provisions of the Act, the rights conferred upon the holders of the shares of any class issued with
preferred or other rights or not, unless otherwise expressly provided for by the terms of the issue of shares of
that class, be deemed to be varied by the creation of further shares ranking pari passu therewith.
10. Not to issue shares with disproportionate rights
The Company shall not issue any shares (not being Preference Shares) which carry voting rights or rights in the
Company as to dividend, capital or otherwise which are disproportionate to the rights attached to the holders of
other shares not being Preference Shares.
11. Power to pay commission
The Company may, at any time, pay a commission to any person for subscribing or agreeing to subscribe
(whether absolutely or conditionally) for any share, debenture or debenture stock of the Company or procuring
or agreeing to procure subscriptions (whether absolute or conditional) for shares, such commission in respect of
shares shall be paid or payable out of the capital, the statutory conditions and requirements shall be observed
and complied with and the amount or rate of commission shall not exceed five percent of the price at which the
shares are issued and in the case of debentures, the rate of commission shall not exceed, two and half percent of
510the price at which the debentures are issued. The commission may be satisfied by the payment of cash or the
allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also, on
any issue of shares, pay such brokerage as may be lawful.
12. Liability of joint holders of shares
The joint holders of a share or shares shall be severally as well as jointly liable for the payment of all installments
and calls due in respect of such share or shares.
13. Trust not recognised
Save as otherwise provided by these Articles, the Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly, the Company shall not, except as ordered by a Court of
competent jurisdiction or as by a statute required, be bound to recognised any equitable, contingent, future or
partial interest lien, pledge or charge in any share or (except only by these presents otherwise provided for) any
other right in respect of any share except an absolute right to the entirety thereof in the registered holder.
14. Issue other than for cash
a) The Board may issue and allot shares in the capital of the Company as payment or part payment for any property
sold or goods transferred or machinery or appliances supplied or for services rendered or to be rendered to the
Company in or about the formation or promotion of the Company or the acquisition and or conduct of its
business and shares may be so allotted as fully paid-up shares, and if so issued, shall be deemed to be fully paid-
up shares.
b) As regards all allotments, from time to time made, the Board shall duly comply with Section 39 of the Act.
15. Acceptance of shares
An application signed by or on behalf of the applicant for shares in the Company, followed by an allotment of
any share therein, shall be acceptance of the shares within the meaning of these Articles; and every person who
thus or otherwise accepts any share and whose name is on the Register shall, for the purpose of these Articles,
be a shareholder.
16. Member’ right to share Certificates
1. Every person whose name is entered as a member in the Register shall be entitled to receive without
payment:
a. One certificate for all his shares; or
b. Share certificate shall be issued in marketable lots, where the share certificates are issued
either for more or less than the marketable lots, sub-division/consolidation into marketable
lots shall be done free of charge.
2. The Company shall, within two months after the allotment and within fifteen days after application for
registration of the transfer of any share or debenture, complete and have it ready for delivery; the share
certificates for all the shares and debentures so allotted or transferred unless the conditions of issue of
the said shares otherwise provide.
3. Every certificate shall be under the signature of two Directors and/or the Company Secretary of the
Company and shall specify the shares to which it relates and the amount paid-up thereon.
4. The certificate of title to shares and duplicates thereof when necessary shall be issued under the
signature of two Directors and/or the Company Secretary of the Company or authorized official(s) of
the Company.
51117. One Certificate for joint holders
In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue more
than one certificate for the same share or shares and the delivery of a certificate for the share or shares to one of
several joint holders shall be sufficient delivery to all such holders. Subject as aforesaid, where more than one
share is so held, the joint holders shall be entitled to apply jointly for the issue of several certificates in
accordance with Article 20 below.
18. Renewal of Certificate
If a certificate be worn out, defaced, destroyed, or lost or if there is no further space on the back thereof for
endorsement of transfer, it shall, if requested, be replaced by a new certificate without any fee, provided however
that such new certificate shall not be given except upon delivery of the worn out or defaced or used up certificate,
for the purpose of cancellation, or upon proof of destruction or loss, on such terms as to evidence, advertisement
and indemnity and the payment of out of pocket expenses as the Board may require in the case of the certificate
having been destroyed or lost. Any renewed certificate shall be marked as such in accordance with the provisions
of the act in force.
For every certificate issued under the last preceding Article, no fee shall be charged by the Company.
19. Splitting and consolidation of Share Certificate
The shares of the Company will be split up/consolidated in the following circumstances:
(i) At the request of the member/s for split up of shares in marketable lot.
(ii) At the request of the member/s for consolidation of fraction shares into marketable lot.
20. Directors may issue new Certificate(s)
Where any share under the powers in that behalf herein contained are sold by the Directors and the certificate
thereof has not been delivered up to the Company by the former holder of the said shares, the Directors may
issue a new certificate for such shares distinguishing it in such manner as they think fit from the certificate not
so delivered up.
21. Person by whom installments are payable
If, by the conditions of allotment of any share, the whole or part of the amount or issue price thereof shall be
payable by installments, every such installment, shall, when due, be paid to the Company by the person who for
the time being and from time to time shall be the registered holder of the share or his legal representative or
representatives, if any.
LIEN
22. Company’s lien on shares
The Company shall have first and paramount lien upon all shares other than fully paid-up shares registered in
the name of any member, either or jointly with any other person, and upon the proceeds or sale thereof for all
moneys called or payable at a fixed time in respect of such shares and such lien shall extend to all dividends
from time to time declared in respect of such shares. But the Directors, at any time, may declare any share to be
exempt, wholly or partially from the provisions of this Article. Unless otherwise agreed, the registration of
transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares.
23. As to enforcing lien by sale
512For the purpose of enforcing such lien, the Board of Directors may sell the shares subject thereto in such manner
as it thinks fit, but no sale shall be made until the expiration of 14 days after a notice in writing stating and
demanding payment of such amount in respect of which the lien exists has been given to the registered holders
of the shares for the time being or to the person entitled to the shares by reason of the death of insolvency of the
register holder.
24. Authority to transfer
a. To give effect to such sale, the Board of Directors may authorise any person to transfer the shares sold
to the purchaser thereof and the purchaser shall be registered as the holder of the shares comprised in
any such transfer.
b. The purchaser shall not be bound to see the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
25. Application of proceeds of sale
The net proceeds of any such sale shall be applied in or towards satisfaction of the said moneys due from the
member and the balance, if any, shall be paid to him or the person, if any, entitled by transmission to the shares
on the date of sale.
CALLS ON SHARES
26. Calls
Subject to the provisions of Section 49 of the Act, the Board of Directors may, from time to time, make such
calls as it thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively
and not by the conditions of allotment thereof made payable at fixed times, and the member shall pay the amount
of every call so made on him to the person and at the time and place appointed by the Board of Directors.
27. When call deemed to have been made
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call
was passed. The Board of Directors making a call may by resolution determine that the call shall be deemed to
be made on a date subsequent to the date of the resolution, and in the absence of such a provision, a call shall
be deemed to have been made on the same date as that of the resolution of the Board of Directors making such
calls.
28. Length of Notice of call
Not less than thirty days’ notice of any call shall be given specifying the time and place of payment provided
that before the time for payment of such call, the Directors may, by notice in writing to the members, extend the
time for payment thereof.
29. Sum payable in fixed installments to be deemed calls
If by the terms of issue of any share or otherwise, any amount is made payable at any fixed times, or by
installments at fixed time, whether on account of the share or by way of premium, every such amount or
installment shall be payable as if it were a call duly made by the Directors, on which due notice had been given,
and all the provisions herein contained in respect of calls shall relate and apply to such amount or installment
accordingly.
30. When interest on call or installment payable
If the sum payable in respect of any call or, installment be not paid on or before the day appointed for payment
thereof, the holder for the time being of the share in respect of which the call shall have been made or the
installment shall fall due, shall pay interest for the same at the rate of 12 percent per annum, from the day
513appointed for the payment thereof to the time of the actual payment or at such lower rate as the Directors may
determine. The Board of Directors shall also be at liberty to waive payment of that interest wholly or in part.
31. Sums payable at fixed times to be treated as calls
The provisions of these Articles as to payment of interest shall apply in the case of non-payment of any such
sum which by the terms of issue of a share, become payable at a fixed time, whether on account of the amount
of the share or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
32. Payment of call in advance
The Board of Directors, may, if it thinks fit, receive from any member willing to advance all of or any part of
the moneys uncalled and unpaid upon any shares held by him and upon all or any part of the moneys so advance
may (until the same would, but for such advance become presently payable) pay interest at such rate as the
Board of Directors may decide but shall not in respect of such advances confer a right to the dividend or
participate in profits.
33. Partial payment not to preclude forfeiture
Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any share
nor any part payment or satisfaction thereunder, nor the receipt by the Company of a portion of any money
which shall from, time to time, be due from any member in respect of any share, either by way of principal or
interest nor any indulgency granted by the Company in respect of the payment of any such money shall preclude
the Company from thereafter proceeding to enforce a forfeiture of such shares as herein after provided.
FORFEITURE OF SHARES
34. If call or installment not paid, notice may be given
If a member fails to pay any call or installment of a call on the day appointed for the payment not paid thereof,
the Board of Directors may during such time as any part of such call or installment remains unpaid serve a notice
on him requiring payment of so much of the call or installment as is unpaid, together with any interest, which
may have accrued. The Board may accept in the name and for the benefit of the Company and upon such terms
and conditions as may be agreed upon, the surrender of any share liable to forfeiture and so far as the law permits
of any other share.
35. Evidence action by Company against shareholders
On the trial or hearing of any action or suit brought by the Company against any shareholder or his representative
to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to
prove that the name of the defendant is or was, when the claim arose, on the Register of shareholders of the
Company as a holder, or one of the holders of the number of shares in respect of which such claim is made, and
that the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove
the appointment of the Directors who made any call nor that a quorum of Directors was present at the Board at
which any call was made nor that the meeting at which any call was made was duly convened or constituted nor
any other matter whatsoever; but the proof of the matters aforesaid shall be conclusive evidence of the debt.
36. Form of Notice
The notice shall name a further day (not earlier than the expiration 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 shall state that, in the event
of non-payment on or before the day appointed, the shares in respect of which the call was made will be liable
to be forfeited.
37. If notice not complied with, shares may be forfeited
514If the requirements of any such notice as, aforementioned are not complied with, any share in respect of which
the notice has been given May at any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in
respect of the forfeited shares and not actually paid before the forfeiture.
38. Notice after forfeiture
When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose
name it stood immediately prior to the forfeiture and an entry of the forfeiture shall not be in any manner
invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.
39. Boards’ right to dispose of forfeited shares or cancellation of forfeiture
A forfeited or surrendered share may be sold or otherwise disposed off on such terms and in such manner as the
Board may think fit, and at any time before such a sale or disposal, the forfeiture may be cancelled on such terms
as the Board may think fit.
40. Liability after forfeiture
A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall,
notwithstanding such forfeiture, remain liable to pay and shall forthwith pay the Company all moneys, which at
the date of forfeiture is payable by him to the Company in respect of the share, whether such claim be barred by
limitation on the date of the forfeiture or not, but his liability shall cease if and when the Company received
payment in full of all such moneys due in respect of the shares.
41. Effect of forfeiture
The forfeiture of a share shall involve in the extinction of all interest in and also of all claims and demands
against the Company in respect of the shares and all other rights incidental to the share, except only such of
these rights as by these Articles are expressly saved.
42. Evidence of forfeiture
A duly verified declaration in writing that the declarant is a Director of the Company and that a share in the
Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the share, and that declaration and the receipt of
the Company for the consideration, if any, given for the shares on the sale or disposal thereof, shall constitute a
good title to the share and the person to whom the share is sold or disposed of shall be registered as the holder
of the share and shall not be bound to see to the application of the purchase money (if any ) nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.
43. Non-payment of sums payable at fixed times
The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which by
terms of issue of a share, becomes payable at a fixed time, whether, on account of the amount of the share or by
way of premium or otherwise as if the same had been payable by virtue of a call duly made and notified.
44. Validity of such sales
Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given,
the Directors may cause the purchaser’s name to be entered in the register in respect of the shares sold and may
issue fresh certificate in the name of such a purchaser. The purchaser shall not be bound to see to the regularity
of the proceedings, nor to the application of the purchase money and after his name has been entered in the
register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy
of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
515TRANSFER AND TRANSMISSION OF SHARES
45. Transfer
a. The instrument of transfer of any share in the Company shall be executed both by the transferor and
the transferee and the transferor shall be deemed to remain holder of the shares until the name of the
transferee is entered in the register of members in respect thereof.
b. The Board shall not register any transfer of shares unless a proper instrument of transfer duly stamped
and executed by the transferor and the transferee has been delivered to the Company along with the
certificate and such other evidence as the Company may require to prove the title of the transferor or
his right to transfer the shares.
Provided that where it is proved to the satisfaction of the Board that an instrument of transfer signed
by the transferor and the transferee has been lost, the Company may, if the Board thinks fit, on an
application on such terms in writing made by the transferee and bearing the stamp required for an
instrument of transfer, register the transfer on such terms as to indemnity as the Board may think fit.
c. An application for the registration of the transfer of any share or shares may be made either by the
transferor or the transferee, provided that where such application is made by the transferor, no
registration shall, in the case of partly paid shares, be effected unless the Company gives notice of the
application to the transferee. The Company shall, unless objection is made by the transferee within two
weeks from the date of receipt of the notice, enter in the register the name of the transferee in the same
manner and subject to the same conditions as if the application for registration was made by the
transferee.
d. For the purpose of Sub-clause (c), notice to the transferee shall be deemed to have been duly given if
dispatched by prepaid registered post to the transferee at the address given in the instrument of transfer
and shall be delivered in the ordinary course of post.
e. Nothing in Sub-clause (d) shall prejudice any power of the Board to register as a shareholder any person
to whom the right to any share has been transmitted by operation of law.
46. Form of transfer
Shares in the Company shall be transferred by an instrument in writing in such common form as specified in
Section 56 of the Companies Act.
47. Board’s right to refuse to register
The Board, May, at its absolute discretion and without assigning any reason, decline to register;
1. The transfer of any share, whether fully paid or not, to a person of whom it do not approve or
2. Any transfer or transmission of shares on which the Company has a lien
a. Provided that registration of any transfer shall not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the Company on any
account whatsoever except a lien on the shares.
b. If the Board refuses to register any transfer or transmission of right, it shall, within fifteen
days from the date of which the instrument or transfer of the intimation of such transmission
was delivered to the 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.
c. In case of such refusal by the Board, the decision of the Board shall be subject to the right of
appeal conferred by Section 58.
516d. The provisions of this clause shall apply to transfers of stock also.
48. Further right of Board of Directors to refuse to register
a. The Board may, at its discretion, decline to recognize or accept instrument of transfer of shares unless
the instrument of transfer is in respect of only one class of shares.
b. No fee shall be charged by the Company for registration of transfers or for effecting transmission on
shares on the death of any member or for registering any letters of probate, letters of administration
and similar other documents.
c. Notwithstanding anything contained in Sub-articles (b) and (c) of Article 46, the Board may not accept
applications for sub-division or consolidation of shares into denominations of less than hundred (100)
except when such a sub-division or consolidation is required to be made to comply with a statutory
order or an order of a competent Court of Law or a request from a member to convert his holding of
odd lots, subject however, to verification by the Company.
d. The Directors may not accept applications for transfer of less than 100 equity shares of the Company,
provided however, that these restrictions shall not apply to:
i. Transfer of equity shares made in pursuance of a statutory order or an order of competent court of law.
ii. Transfer of the entire equity shares by an existing equity shareholder of the Company holding
less than hundred (100) equity shares by a single transfer to joint names.
iii. Transfer of more than hundred (100) equity shares in favour of the same transferee under one
or more transfer deeds, one or more of them relating to transfer of less than hundred (100)
equity shares.
iv. Transfer of equity shares held by a member which are less than hundred (100) but which have
been allotted to him by the Company as a result of Bonus and/or Rights shares or any shares
resulting from Conversion of Debentures.
v. The Board of Directors be authorised not to accept applications for sub-division or
consolidation of shares into denominations of less than hundred (100) except when such sub-
division or consolidation is required to be made to comply with a statutory order of a Court of
Law or a request from a member to convert his holding of odd lots of shares into
transferable/marketable lots, subject, however, to verification by the Company.
Provided that where a member is holding shares in lots higher than the transferable limit of trading and
transfers in lots of transferable unit, the residual shares shall be permitted to stand in the name of such
transferor not withstanding that the residual holding shall be below hundred (100).
49. Rights to shares on death of a member for transmission
a. In the event of death of any one or more of several joint holders, the survivor, or survivors, alone shall
be entitled to be recognised as having title to the shares.
b. In the event of death of any sole holder or of the death of last surviving holder, the executors or
administrators of such holder or other person legally entitled to the shares shall be entitled to be
recognised by the Company as having title to the shares of the deceased.
Provided that on production of such evidence as to title and on such indemnity or other terms as the
Board may deem sufficient, any person may be recognised as having title to the shares as heir or legal
representative of the deceased shareholder.
Provided further that if the deceased shareholder was a member of a Hindu Joint Family, the Board, on
being satisfied to that effect and on being satisfied that the shares standing in his name in fact belonged
517to the joint family, may recognise the survivors of Karta thereof as having titles to the shares registered
in the name of such member.
Provided further that in any case, it shall be lawful for the Board in its absolute discretion, to dispense
with the production of probate or letters of administration or other legal representation upon such
evidence and such terms as to indemnity or otherwise as the Board may deem just.
50. Rights and liabilities of person
1. Any person becoming entitled to a share in consequence of the death or insolvency of a member may,
upon such evidence being produced as may from time to time be required by the Board and subject as
herein, after provided elect either
a. to be registered himself as a 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 suspend registration as it would have
had, if the deceased or insolvent member had transferred the share before his death or insolvency.
51. Notice by such a person of his election
a. If the person so becoming entitled shall elect to be registered as holder of the shares himself, he shall
deliver or send to the Company a notice in writing signed by him stating that he so elects.
b. If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a
transfer of the share.
c. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and
the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as
if the death or insolvency of the member had not occurred and the notice of transfer had been signed
by that member.
52. No transfer to infant, etc.
No transfer shall be made to an infant or a person of unsound mind.
53. Endorsement of transfer and issue of certificate
Every endorsement upon the certificate of any share in favour of any transferee shall be signed by the Secretary
or by some person for the time being duly authorised by the Board in that behalf.
54. Custody of transfer
The instrument of transfer shall, after registration, remain in the custody of the Company. The Board may cause
to be destroyed all transfer deeds lying with the Company for a period of ten years or more.
55. Register of members
a. The Company shall keep a book to be called the Register of Members, and therein shall be entered the
particulars of every transfer or transmission of any share and all other particulars of shares required by
the Act to be entered in such Register.
Closure of Register of members
b. The Board may, after giving not less than seven days previous notice by advertisement in some
newspapers circulating in the district in which the Registered Office of the Company is situated, close
518the Register of Members or the Register of Debenture Holders for any period or periods not exceeding
in the aggregate forty-five days in each year but not exceeding thirty days at any one time.
When instruments of transfer to be retained
c. All instruments of transfer which shall be registered shall be retained by the Company but any
instrument of transfer which the Directors may decline to register shall be returned to the person
depositing the same.
56. Company’s right to register transfer by apparent legal owner
The Company shall incur no liability or responsibility whatever in consequence of their registering or giving
effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or
appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title
or interest to or in the same shares not withstanding that the Company may have had notice of such equitable
right or title or interest prohibiting registration of such transfer and may have entered such notice referred thereto
in any book of the Company and the Company shall not be bound by or required to regard or attend to or give
effect to any notice which may be given to it of any equitable right, title or interest or be under any liability
whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in the books of
the Company; but the Company shall nevertheless be at liberty to have regard and to attend to any such notice
and give effect thereto, if the Board shall so think fit.
ALTERATION OF CAPITAL
57. Alteration and consolidation, sub-division and cancellation of shares
The Company may, from time to time, in accordance with the provisions of the Act, alter by Ordinary Resolution,
the conditions of the Memorandum of Association as follows:
1. Increase its share capital by such amount as it thinks expedient by issuing new shares;
2. Consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
3. Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up
shares of the denomination;
4. sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum,
so however, that in the sub-division on the proportion between the amount paid and the amount, if any,
unpaid, on each reduced share shall be the same as it was in the case of the shares from which the
reduced share is derived.
5. (a). Cancel shares which, at the date of passing of the resolution in that behalf, have not been taken
or agreed to be taken by any person, and diminish the amount of its share capital by the amount
of the shares so cancelled.
(b). The resolution whereby any share is sub-divided may determined that, as between the holder
of the shares resulting from such sub-division, one or more such shares shall have some
preference or special advantage as regards dividend, capital or otherwise over or as compared
with the others.
6. Classify and reclassify its share capital from the shares on one class into shares of other class or classes
and to attach thereto respectively such preferential, deferred, qualified or other special rights,
privileges, conditions or restrictions and to vary, modify or abrogate any such rights, privileges,
conditions or restrictions in such manner as may for the time being be permitted under legislative
provisions for the time being in force in that behalf.
51958. Reduction of capital, etc. by Company
The Company may, by Special Resolution, reduce in any manner with and subject to any incident authorised
and consent as required by law:
a. its share capital;
b. any capital redemption reserve account; or
c. any share premium account.
SURRENDER OF SHARES
59. Surrender of shares
The Directors may, subject to the provisions of the Act, accept the surrender of any share by way of compromise
of any question as to the holder being properly registered in respect thereof.
MODIFICATION OF RIGHTS
60. Power of modify shares
The rights and privileges attached to each class of shares may be modified, commuted, affected, and abrogated
in the manner provided in Section 48 of the Act.
SET OFF OF MONEY DUE TO SHAREHOLDERS
61. Set-off of moneys due to shareholders
Any money due from the Company to a shareholder may, without the consent of such shareholder, be applied
by the Company in or towards payment of any money due from him, either alone or jointly with any other
person, to the Company in respect of calls.
CONVERSION OF SHARES INTO STOCK
62. Conversion of shares
The Company may, by Ordinary Resolution, convert all or any fully paid share(s) of any denomination into
stock and vice versa.
63. Transfer of stock
The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations, under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit; provided that the Board may, from time to time, fix the
minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount
of the shares from which the stock arose.
64. Right of stockholders
The holders of the stock shall, according to the amount of the 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 its 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.
65. Applicability of regulations to stock and stockholders
520Such of the regulations contained in these presents, other than those relating to share warrants as are applicable
to paid-up shares shall apply to stock and the words shares and shareholder in these presents shall include stock
and stockholder respectively.
66. DEMATERIALISATION OF SECURITIES
a) Definitions
For the purpose of this Article:
‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository;
‘SEBI’ means the Securities and Exchange Board of India;
‘Depository’ means a company formed and registered under the Companies Act, 2013, and which has
been granted a certificate of registration to act as a depository under the Securities and Exchange Board
of India Act, 1992, and
‘Security’ means such security as may be specified by SEBI from time to time.
b) Dematerialisation of securities
Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise
or rematerialise its securities and to offer securities in a dematerialised form pursuant to the
Depositories Act, 1996 and the rules framed thereunder, if any.
c) Options for investors
Every person subscribing to securities offered by the Company shall have the option to receive security
certificates or to hold the securities with a depository. Such a person, who is the beneficial owner of
the securities, can at any time opt out of a depository, if permitted by law, in respect of any security in
the manner provided by the Depositories Act and the Company shall, in the manner and within the time
prescribed, issue to the beneficial owner the required certificates of securities. If a person opts to hold
his security with a depository, the Company shall intimate such depository the details of allotment of
the security, and on receipt of the information, the depository shall enter in its record the name of the
allottee as the beneficial owner of the security.
d) Securities in depositories to be in fungible form
All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained
in Sections 89 and 186 of the Act shall apply to a depository in respect of the securities held by it on
behalf of the beneficial owners.
e) Rights of depositories and beneficial owners:
i. Notwithstanding anything to the contrary contained in the Act or these Articles, a depository
shall be deemed to be the registered owner for the purposes of effecting transfer of ownership
of security on behalf of the beneficial owner.
ii. Save as otherwise provided in (a) above, the depository, as the registered owner of the
securities, shall not have any voting rights or any other rights in respect of the securities held
by it.
iii. Every person holding securities of the Company and whose name is entered as the beneficial
owner in the records of the depository shall be deemed to be a member of the Company. The
beneficial owner of the securities shall be entitled to all the rights and benefits and be subject
to all the liabilities in respect of his securities which are held by a depository.
f) Service of documents
521Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a
depository, the records of the beneficial ownership may be served by such depository on the Company
by means of electronic mode or by delivery of floppies or discs.
g) Transfer of securities
Nothing contained in Section 56 of the Act or these Articles shall apply to transfer of securities effected
by a transferor and transferee both of whom are entered as beneficial owners in the records of a
depository.
h) Allotment of securities dealt with in a depository
Notwithstanding anything in the Act or these Articles, where securities are dealt with in a depository,
the Company shall intimate the details thereof to the depository immediately on allotment of such
securities.
i) Distinctive numbers of securities held in a depository
Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers of
securities issued by the Company shall apply to securities held in a depository.
j) Register and Index of Beneficial owners
The Register and Index of Beneficial Owners, maintained by a depository under the Depositories Act,
1996, shall be deemed to be the Register and Index of Members and Security Holders for the purposes
of these Articles.
k) Company to recognize the rights of registered holders as also the beneficial owners in the records
of the depository
Save as herein otherwise provided, the Company shall be entitled to treat the person whose name
appears on the Register of Members as the holder of any share, as also the beneficial owner of the
shares in records of the depository as the absolute owner thereof as regards receipt of dividends or
bonus or services of notices and all or any other matters connected with the Company, and accordingly,
the Company shall not, except as ordered by a Court of competent jurisdiction or as by law required,
be bound to recognize any benami trust or equity or equitable, contingent or other claim to or interest
in such share on the part of any other person, whether or not it shall have express or implied notice
thereof.
GENERAL MEETINGS
67. Annual General Meeting
The Company shall in each year hold in addition to the other meetings a general meeting which shall be styled
as its Annual General Meeting at intervals and in accordance with the provisions of Section 96 of the Act.
68. Extraordinary General Meeting
1. Extraordinary General Meetings may be held either at the Registered Office of the Company or at such
convenient place as the Board or the Managing Director (subject to any directions of the Board) may
deem fit.
Right to summon Extraordinary General Meeting
2. The Chairman or Vice Chairman may, whenever they think fit, and shall if so directed by the Board,
convene an Extraordinary General Meeting at such time and place as may be determined.
69. Extraordinary Meeting by requisition
522a. The Board shall, on the requisition of such number of members of the Company as is specified below,
proceed duly to call an Extraordinary General Meeting of the Company and comply with the provisions
of the Act in regard to meetings on requisition.
b. The requisition shall set our matters for the consideration of which the meeting is to be called, shall be
signed by the requisitionists and shall be deposited at the Registered Office of the Company or sent to
the Company by Registered Post addressed to the Company at its Registered Office.
c. The requisition may consist of several documents in like forms, each signed by one or more
requisitionists.
d. The number of members entitled to requisition a meeting in regard to any matter shall be such number
of them as hold, on the date of the deposit of the requisition, not less than 1/10th of such of the paid-
up capital of the Company as at the date carries the right of the voting in regard to the matter set out in
the requisition.
e. If the Board does not, within 21 days from the date of receipt of deposit of the requisition with regard
to any matter, proceed duly to call a meeting for the consideration of these matters on a date not later
than 45 days from the date of deposit of the requisition, the meeting may be called by the requisitionists
themselves or such of the requisitionists, as represent either majority in the value of the paid-up share
capital held by them or of not less than one tenth of such paid-up capital of the Company as is referred
to in Sub-clause (d) above, whichever is less.
70. Length of notice for calling meeting
A General Meeting of the Company may be called by giving not less than twenty one days’ notice in writing,
provided that a General Meeting may be called after giving shorter notice if consent thereto is accorded by the
members holding not less than 95 per cent of the part of the paid- up share capital which gives the right to vote
on the matters to be considered at the meeting.
Provided that where any member of the Company is entitled to vote only on some resolution or resolutions to
be moved at a meeting and not on the others, those members, shall be taken into account for purpose of this
clause in respect of the former resolution or resolutions and not in respect of the latter.
71. Accidental omission to give notice not to invalidate meeting
The accidental omission is to give notice of any meeting to or the non-receipt of any such notice by any of the
members shall not invalidate the proceedings of any resolution passed at such meeting.
72. Special business and statement to be annexed
All business shall be deemed special that is transacted at an Extraordinary Meeting and also that is transacted at
an Annual Meeting with the exception of declaration of a dividend, the consideration of financial statements and
the reports of the Directors and Auditors thereon, the election of the Directors in the place of those retiring, and
the appointment of and the fixing of the remuneration of Auditors. Where any item of business to be transacted
at the meeting is deemed to be special as aforesaid, there shall be annexed to the notice of the meeting a statement
setting out all material facts concerning each such item of business including in particular the nature of the
concern or interest, if any, therein, of every Director and the Manager, if any, every other Key Managerial
Personnel and the relatives of Directors, Manager and other Key Managerial Personnel. Where any item of
business consists of the according of approval to any document by the meeting, the time and place where the
document can be inspected shall be specified in the statement aforesaid.
Where any item of special business to be transacted at a meeting of the company relates to or affects any other
company, the extent of shareholding interest in that other company of every promoter, director, manager, if any,
and of every other key managerial personnel of the first mentioned company shall, if the extent of such
shareholding is not less than two per cent of the paid-up share capital of that company, also be set out in the
statement.
73. Quorum
523The quorum requirements for general meetings shall be as under and no business shall be transacted at any
General Meeting unless the requisite quorum is present when the meeting proceeds to business:
Number of member’s upto 1000: 5 members personally present
Number of member’s 1000-5000: 15 members personally present
Number of member’s more than 5000: 30 members personally present
74. If quorum not present, when meeting to be dissolved and when to be adjourned
If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if called
upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day
in the next week and at the same time and place or to such other day and to be at such other time and place as
the Board may determine and if at the adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting, the members present shall be a quorum.
75. Chairman of General Meeting
The Chairman of the Board of Directors shall preside at every General Meeting of the Company and if he is not
present within 15 minutes after the time appointed for holding the meeting, or if he is unwilling to act as
Chairman, the Vice Chairman of the Board of Directors shall preside over the General Meeting of the Company.
76. When Chairman is absent
If there is no such Chairman, or Vice Chairman or if at any General Meeting, either the Chairman or Vice
Chairman is not present within fifteen minutes after the time appointed for holding the meeting or if they are
unwilling to take the chair, the members present shall choose one of their members to be the Chairman.
77. Adjournment of meeting
The Chairman may, with the consent of any meeting at which a quorum is present and shall, if so directed by
the meeting, adjourn that meeting from time to time from place to place, but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took
place.
When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of adjournment or of
the business to be transacted at an adjourned meeting.
78. Questions at General Meeting how decided
At a General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands/result of
electronic voting as per the provisions of Section 108, unless a poll is (before or on the declaration of the result
of the show of hands/ electronic voting) demanded in accordance with the provisions of Section 109. Unless a
poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands/ electronic voting,
been carried unanimously or by a particular majority or lost and an entry to that effect in the book of the
proceedings of the Company shall be conclusive evidence of the fact without proof of the number of proportion
of the votes recorded in favour of or against that resolution.
79. Casting vote
In the case of an equality of votes, the Chairman shall, whether on a show of hands, or electronically or on a
poll, as the case may be, have a casting vote in addition to the vote or votes to which he may be entitled as a
member.
80. Taking of poll
524If a poll is duly demanded in accordance with the provisions of Section 109, it shall be taken in such manner as
the Chairman, subject to the provisions of Section 109 of the Act, may direct, and the results of the poll shall be
deemed to be the decision of the meeting on the resolution on which the poll was taken.
81. In what cases poll taken without adjournment
A poll demanded on the election of Chairman or on a question of adjournment shall be taken forthwith. Where
a poll is demanded on any other question, adjournment shall be taken at such time not being later than forty-
eight hours from the time which demand was made, as the Chairman may direct.
82. Votes
a. Every member of the Company holding Equity Share(s), shall have a right to vote in respect of such
capital on every resolution placed before the Company. On a show of hands, every such member present
shall have one vote and shall be entitled to vote in person or by proxy and his voting right on a poll or
on e-voting shall be in proportion to his share of the paid-up Equity Capital of the Company.
b. Every member holding any Preference Share shall in respect of such shares have a right to vote only
on resolutions which directly affect the rights attached to the Preference Shares and subject as aforesaid,
every such member shall in respect of such capital be entitled to vote in person or by proxy, if the
dividend due on such preference shares or any part of such dividend has remained unpaid in respect of
an aggregate period of not less than two years preceding the date of the meeting. Such dividend shall
be deemed to be due on Preference Shares in respect of any period, whether a dividend has been
declared by the Company for such period or not, on the day immediately following such period.
c. Whenever the holder of a Preference Share has a right to vote on any resolution in accordance with the
provisions of this article, his voting rights on a poll shall be in the same proportion as the capital paid-
up in respect of such Preference Shares bear to the total equity paid-up capital of the Company.
83. Business may proceed notwithstanding demand for poll
A demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than
that on which a poll has been demanded; The demand for a poll may be withdrawn at any time by the person or
persons who made the demand.
84. Joint holders
In the case of joint holders, the vote of the first named of such joint holders who tender a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
85. Member of unsound mind
A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any
such committee or guardian may, on a poll vote by proxy.
86. No member entitled to vote while call due to Company
No member shall be entitled to vote at a General Meeting unless all calls or other sums presently payable by
him in respect of shares in the Company have been paid.
87. Proxies permitted on polls
On a poll, votes may be given either personally or by proxy provided that no Company shall vote by proxy as
long as resolution of its Directors in accordance with provisions of Section 113 is in force.
88. Instrument of proxy
525a. The instrument appointing a proxy shall be in writing under the hand of the appointed or of the attorney
duly authorised in writing, or if the appointer is a Corporation, either under the signature of two
Directors and/or the Company Secretary of the Company or under the hand of an officer or attorney so
authorised. Any person may act as a proxy whether he is a member or not.
b. A body corporate (whether a company within the meaning of this Act or not) may:
1. If it is a member of the Company by resolution of its Board of Directors or other governing
body, authorise such persons as it thinks fit to act as its representatives at any meeting of the
Company, or at any meeting of any class of members of the Company;
2. If it is a creditor (including a holder of debentures) of the Company, by resolution of its
Directors or other governing body, authorise such person as it thinks fit to act as its
representative at any meeting of any creditors of the Company held in pursuance of this Act
or of any rules made thereunder, or in pursuance of the provisions contained in any debenture
or trust deed, as the case may be.
c. A person authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers
(including the right to vote by proxy) on behalf of the body corporate which he represents, as if he were
personally the member, creditor or debenture holder.
89. Instrument of proxy to be deposited at the office
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed
or a notary certified copy of that power of authority shall be deposited at the Registered Office of the Company
not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposed to vote, and in default, the instrument of proxy shall not be treated as valid.
90. Validity of vote by proxy
A vote given in accordance with the terms of an instrument of proxy shall be valid not withstanding the previous
death of the appointer, or revocation of the proxy, or transfer of the share in respect of which the vote is given
provided no intimation in writing of the death, revocation or transfer shall have been received at the Registered
Office of the Company before the commencement of the meeting or adjourned meeting at which the proxy is
used.
91. Form of proxy
Any instrument appointing a proxy may be a two way proxy form to enable the shareholders to vote for or
against any resolution at their discretion. The instrument of proxy shall be in the prescribed form as given in
Form MGT-11.
DIRECTORS
92. Number of Directors
Unless otherwise determined by a General Meeting, the number of Directors shall not be less than 3 and not
more than 15.
a) Board of Directors at the time of conversion of the company from private limited to public limited
i. Mr. Davinder Singh Kohli
ii. Mr. Amrit Paul Singh Kohli
iii. Mrs. Jatinder Kaur Kohli
iv. Mrs. Inder Pal Kaur Kohli
526b) Same individual may be appointed as Chairperson and Managing Director / Chief Executive
Officer
The same individual may, at the same time, be appointed as the Chairperson of the Company as well as the
Managing Director or Chief Executive of the Company.
93. Subject to the provisions of the Act as may be applicable, the Board may appoint any person as a Managing
Director to perform such functions as the Board may decide from time to time. Such Director shall be a Member
of the Board.
94. Qualification of Directors
Any person, whether a member of the Company or not, may be appointed as a Director. No qualification by way
of holding shares in the capital of the Company shall be required of any Director.
95. Director’s remuneration
a. Until otherwise determined by the Company in General Meeting, each Director shall be entitled to
receive and be paid out of the funds of the Company a fee for each meeting of the Board of Directors
or any committee thereof, attended by him as may be fixed by the Board of Directors from time to time
subject to the provisions of Section 197 of the Act, and the Rules made thereunder. For the purpose of
any resolution in this regard, none of the Directors shall be deemed to be interested in the subject matter
of the resolution. The Directors shall also be entitled to be paid their reasonable travelling and hotel
and other expenses incurred in consequence of their attendance at meetings of the Board or of any
committee of the Board or otherwise in the execution of their duties as Directors either in India or
elsewhere. The Managing/Whole-time Director of the Company who is a full time employee, drawing
remuneration will not be paid any fee for attending Board Meetings.
b. Subject to the provisions of the Act, the Directors may, with the sanction of a Special Resolution passed
in the General Meeting and such sanction, if any, of the Government of India as may be required under
the Companies Act, sanction and pay to any or all the Directors such remuneration for their services as
Directors or otherwise and for such period and on such terms as they may deem fit.
c. Subject to the provisions of the Act, the Company in General Meeting may by Special Resolution
sanction and pay to the Director in addition to the said fees set out in sub-clause (a) above, a
remuneration not exceeding one per cent (1%) of the net profits of the Company calculated in
accordance with the provisions of Section 198 of the Act. The said amount of remuneration so
calculated shall be divided equally between all the Directors of the Company who held office as
Directors at any time during the year of account in respect of which such remuneration is paid or during
any portion of such year irrespective of the length of the period for which they held office respectively
as such Directors.
d. Subject to the provisions of Section 188 of the Companies Act, and subject to such sanction of the
Government of India, as may be required under the Companies Act, if any Director shall be appointed
to advise the Directors as an expert or be called upon to perform extra services or make special exertions
for any of the purposes of the Company, the Directors may pay to such Director such special
remuneration as they think fit; such remuneration may be in the form of either salary, commission, or
lump sum and may either be in addition to or in substitution of the remuneration specified in clause (a)
of the Article.
96. Directors may act notwithstanding vacancy
The continuing Directors may act not withstanding any vacancy in their body, but subject to the provisions
contained in Article 121 below:
97. Chairman of the Board
527The Board may from time to time appoint any Director to be the Chairman of the Board. The Chairman of the
Board shall be subject to the same provisions as to resignation and removal as the other Directors, and he ipso
facto, and immediately ceases to be the Chairman if he ceases to hold the office of Director for any cause.
98. Casual vacancy
If the office of any Director becomes vacant before the expiry of the period of his Directorship in normal course,
the resulting casual vacancy may be filled by the Board at a Meeting of the Board subject to Section 161 of the
Act. Any person so appointed shall hold office only upto the date which the Director in whose place he is
appointed would have held office if the vacancy had not occurred as aforesaid.
VACATION OF OFFICE BY DIRECTORS
99. Vacation of office by Directors
The office of a Director shall be vacated if:
1. He is found to be unsound mind by a Court of competent jurisdiction;
2. He applies to be adjudicated as an insolvent;
3. He is an undischarged insolvent;
4. he is convicted by a Court of any offence whether involving moral turpitude or otherwise and is
sentenced in respect thereof to imprisonment for not less than six months and a period of five years has
not elapsed from the date of expiry of the sentence;
5. He fails to pay any call in respect of shares of the Company held by him, whether alone or jointly with
others, within six months from the last date fixed for the payment of the call;
6. An order disqualifying him for appointment as Director has been passed by court or tribunal and the
order is in force.
7. He has not complied with Subsection (3) of Section 152
8. He has been convicted of the offence dealing with related party transaction under section 188 at any
time during the preceding five years.
9. He absents himself from all meetings of the Board for a continuous period of twelve months, with or
without seeking leave of absence from the Board;
10. He acts in contravention of Section 184 of the Act and fails to disclose his interest in a contract in
contravention of section 184.
11. He becomes disqualified by an order of a court or the Tribunal
12. He is removed in pursuance of the provisions of the Act,
13. Having been appointed a Director by virtue of holding any office or other employment in the Company,
he ceases to hold such office or other employment in the Company;
Notwithstanding anything in Clause (4), (6) and (8) aforesaid, the disqualification referred to in those
clauses shall not take effect:
1. for thirty days from the date of the adjudication, sentence or order;
2. where any appeal or petition is preferred within the thirty days aforesaid against the
adjudication, sentence or conviction resulting in the sentence or order until the expiry of seven
days from the date on which such appeal or petition is disposed off; or
5283. Where within the seven days as aforesaid, any further appeal or petition is preferred in respect
of the adjudication, sentence, conviction or order, and appeal or petition, if allowed, would
result in the removal of the disqualification, until such further appeal or petition is disposed
off.
100. Alternate Directors
(a) The Board may appoint an Alternate Director to act for a Director hereinafter called in this clause “the
Original Director” during his absence for a period of not less than 3 months from India.
(b) An Alternate Director appointed as aforesaid shall vacate office if and when the Original Director
returns to India.
Independent Directors
(c) (i) The Directors may appoint such number of Independent Directors as are required under
Section 149 of the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time.
(ii) Independent directors shall possess such qualification as required under Section 149 of the
companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
(iii) Independent Director shall be appointed for such period as prescribed under relevant
provisions of the companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and shall not be liable to retire by rotation.
Women Director
(d) The Directors shall appoint at least one women director as per the requirements of section 149 of the
Act.
Key Managerial Personnel
(e) Subject to the provisions of the Act,—
(i) A chief executive officer, manager, company secretary or chief financial officer may be
appointed by the Board for such term, at such remuneration and upon such conditions as it
may thinks fit; and any chief executive officer, manager, company secretary or chief financial
officer so appointed may be removed by means of are solution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief
financial officer.
(iii) The Managing Director shall act as the Chairperson of the Company for all purposes subject
to the provisions contained in the Act and these articles.
101. Additional Directors
The Directors may, from time to time, appoint a person as an Additional Director provided that the number of
Directors and Additional Directors together shall not exceed the maximum number of Directors fixed under
Article 93 above. Any person so appointed as an Additional Director shall hold office upto the date of the next
Annual General Meeting of the Company.
Proportion of retirement by rotation
a. The proportion of directors to retire by rotation shall be as per the provisions of Section 152 of the Act.
529102. Debenture
Any trust deed for securing debentures or debenture-stocks may, if so arranged, provide for the appointment,
from time to time, by the Trustees thereof or by the holders of debentures or debenture-stocks, of some person
to be a Director of the Company and may empower such Trustees, holder of debentures or debenture-stocks,
from time to time, to remove and re-appoint any Director so appointed. The Director appointed under this Article
is herein referred to as “Debenture Director” and the term “Debenture Director” means the Director for the time
being in office under this Article. The Debenture Director shall not be bound to hold any qualification shares
and shall not be liable to retire by rotation or be removed by the Company. The Trust Deed may contain such
ancillary provisions as may be arranged between the Company and the Trustees and all such provisions shall
have effect notwithstanding any other provisions herein contained.
103. Corporation/Nominee Director
a. Notwithstanding anything to the contrary contained in the Articles, so long as any moneys remain
owing by the Company the any finance corporation or credit corporation or body, (herein after in this
Article referred to as “The Corporation”) out of any loans granted by them to the Company or as long
as any liability of the Company arising out of any guarantee furnished by the Corporation, on behalf of
the Company remains defaulted, or the Company fails to meet its obligations to pay interest and/or
installments, the Corporation shall have right to appoint from time to time any person or person as a
Director or Directors (which Director or Directors is/are hereinafter referred to as “Nominee
Director(s)”) on the Board of the Company and to remove from such office any person so appointed,
any person or persons in his or their place(s).
b. The Board of Directors of the Company shall have no power to remove from office the Nominee
Director/s as long as such default continues. Such Nominee Director/s shall not be required to hold any
share qualification in the Company, and such Nominee Director/s shall not be liable to retirement by
rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights
and privileges and be subject to the same obligations as any other Director of the Company.
The Nominee Director/s appointed shall hold the said office as long as any moneys remain owing by
the Company to the Corporation or the liability of the Company arising out of the guarantee is
outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto
vacate such office immediately the moneys owing by the Company to the Corporation are paid off or
on the satisfaction of the liability of the Company arising out of the guarantee furnished by the
Corporation.
The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend
all General Meetings, and of the Meeting of the Committee of which the Nominee Director/s is/are
member/s.
The Corporation shall also be entitled to receive all such notices. The Company shall pay to the
Nominee Director/s sitting fees and expenses to which the other Director/s of the Company are entitled,
but if any other fee, commission, monies or remuneration in any form is payable to the Director/s of
the Company, the fee, commission, monies and remuneration in relation to such Nominee Director/s
shall accrue to the Corporation and the same shall accordingly be paid by the Company directly to the
Corporation. Any expenses that may be incurred by the Corporation or such Nominee Director/s in
connection with their appointment to Directorship shall also be paid or reimbursed by the Company to
the Corporation or, as the case may be, to such Nominee Director/s.
Provided that if any such Nominee Director/s is an officer of the Corporation, the sitting fees, in relation
to such Nominee Director/s shall so accrue to the Corporation and the same shall accordingly be paid
by the Company directly to the Corporation.
b. The Corporation may at any time and from time to time remove any such Corporation Director
appointed by it and may at the time of such removal and also in the case of death or resignation of the
person so appointed, at any time appoint any other person as a Corporation Director in his place. Such
appointment or removal shall be made in writing signed by the Chairman or Joint Chairman of the
Corporation or any person and shall be delivered to the Company at its registered office. It is clarified
530that every Corporation entitled to appoint a Director under this Article may appoint such number of
persons as Directors as may be authorised by the Directors of the Company, subject to Section 152 of
the Act and so that the number does not exceed 1/3 of the maximum fixed under Article 93.
104. Disclosure of interest of Directors
a. Subject to the provisions of the Act, the Directors shall not be disqualified by reason of their office as
such from contracting with the Company either as vendor, purchaser, lender, agent, broker, or
otherwise, nor shall any such contract or any contract or arrangement entered into by on behalf of the
Company with any Director or with any company or partnership of or in which any Director shall be a
member or otherwise interested be avoided nor shall any Director so contracting or being such member
or so interested be liable to account to the Company for any profit realised by such contract or
arrangement by reason only of such Director holding that office or of the fiduciary relation thereby
established but the nature of the interest must be disclosed by the Director at the meeting of the Board
at which the contract or arrangements is determined or if the interest then exists in any other case, at
the first meeting of the Board after the acquisition of the interest.
Provided nevertheless that no Director shall vote as a Director in respect of any contract or arrangement
in which he is so interested as aforesaid or take part in the proceedings thereat and he shall not be
counted for the purpose of ascertaining whether there is quorum of Directors present. This provision
shall not apply to any contract by or on behalf of the Company to indemnify the Directors or any of
them against any loss they may suffer by becoming or being sureties for the Company.
c. A Director may be or become a Director of any company promoted by this Company or in which this
Company may be interested as vendor, shareholder or otherwise and no such Director shall be
accountable to the Company for any benefits received as a Director or member of such company.
105. Rights of Directors
Except as otherwise provided by these Articles and subject to the provisions of the Act, all the Directors of the
Company shall have in all matters equal rights and privileges, and be subject to equal obligations and duties in
respect of the affairs of the Company.
106. Directors to comply with Section 184
Notwithstanding anything contained in these presents, any Director contracting with the Company shall comply
with the provisions of Section 184 of the Companies Act, 2013.
107. Directors power of contract with Company
Subject to the limitations prescribed in the Companies Act, 2013, the Directors shall be entitled to contract with
the Company and no Director shall be disqualified by having contracted with the Company as aforesaid.
ROTATION OF DIRECTORS
108. Rotation and retirement of Directors
At every annual meeting, one-third of the Directors shall retire by rotation in accordance with provisions of
Section 152 of the Act.
109. Retiring Directors eligible for re-election
A retiring Director shall be eligible for re-election and the Company at the General Meeting at which a Director
retires in the manner aforesaid may fill up vacated office by electing a person thereto.
110. Which Directors to retire
The Directors to retire in every year shall be those who have been longest in office since their last election, but
as between persons who become Directors on the same day, those to retire shall, unless they otherwise agree
among themselves, be determined by lot.
531111. Retiring Directors to remain in office till successors are appointed
Subject to Section 152 of the Act, if at any meeting at which an election of Directors ought to take place, the
place of the vacating or deceased Directors is not filled up and the meeting has not expressly resolved not to fill
up or appoint the vacancy, the meeting shall stand adjourned till the same day in the next week at the same time
and place, or if that day is a national holiday, till the next succeeding day which is not a holiday at the same
time, place, and if at the adjourned meeting the place of vacating Directors is not filled up and the meeting has
also not expressly resolved not to fill up the vacancy, then the vacating Directors or such of them as have not
had their places filled up shall be deemed to have been reappointed at the adjourned meeting.
112. Power of General Meeting to increase or reduce number of Directors
Subject to the provisions of Sections 149, 151 and 152 the Company in General Meeting may increase or reduce
the number of Directors subject to the limits set out in Article 93 and may also determine in what rotation the
increased or reduced number is to retire.
113. Power to remove Directors by ordinary resolution
Subject to provisions of Section 169 the Company, by Ordinary Resolution, May at any time remove any
Director except Government Directors before the expiry of his period of office, and may by Ordinary Resolution
appoint another person in his place. The person so appointed shall hold office until the date upto which his
predecessor would have held office if he had not been removed as aforementioned. A Director so removed from
office shall not be re-appointed as a Director by the Board of Directors. Special Notice shall be required of any
resolution to remove a Director under this Article, or to appoint somebody instead of the Director at the meeting
at which he is removed.
114. Rights of persons other than retiring Directors to stand for Directorships
Subject to the provisions of Section 160 of the Act, a person not being a retiring Director shall be eligible for
appointment to the office of a Director at any general meeting if he or some other member intending to propose
him as a Director has not less than fourteen days before the meeting, left at the office of the Company a notice
in writing under his hand signifying his candidature for the office of the Director, or the intention of such member
to propose him as a candidate for that office, as the case may be “along with a deposit of such sum as may be
prescribed by the Act or the Central Government from time to time which shall be refunded to such person or
as the case may be, to such member, if the person succeeds in getting elected as a Director or gets more than
25% of total valid votes cast either on show of hands or electronically or on poll on such resolution”.
115. Register of Directors and KMP and their shareholding
The Company shall keep at its Registered Office a register containing the addresses and occupation and the
other particulars as required by Section 170 of the Act of its Directors and Key Managerial Personnel and shall
send to the Registrar of Companies returns as required by the Act.
116. Business to be carried on
The business of the Company shall be carried on by the Board of Directors.
117. Meeting of the Board
The Board may meet for the dispatch of business, adjourn and otherwise regulate its meetings, as it thinks fit,
provided that a meeting of the Board shall be held at least once in every one hundred and twenty days; and at
least four such meetings shall be held in every year.
118. Director may summon meeting
A Director may at any time request the Secretary to convene a meeting of the Directors and seven days’ notice
of meeting of directors shall be given to every director and such notice shall be sent by hand delivery or by post
or by electronic means.
532119. Question how decided
a. Save as otherwise expressly provided in the Act, a meeting of the Directors for the time being at which
a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions
by or under the regulations of the Company for the time being vested in or exercisable by the Directors
generally and all questions arising at any meeting of the Board shall be decided by a majority of the
Board.
b. In case of an equality of votes, the Chairman shall have a second or casting vote in addition to his vote
as a Director.
120. Right of continuing Directors when there is no quorum
The continuing Directors may act notwithstanding any vacancy in the Board, but if and as long as their number
if reduced below three, the continuing Directors or Director may act for the purpose of increasing the number
of Directors to three or for summoning a General Meeting of the Company and for no other purpose.
121. Quorum
The quorum for a meeting of the Board shall be one third of its total strength (any fraction contained in that one
third being rounded off as one) or two Directors whichever is higher; provided that where at any time the number
of interested Directors is equal to or exceeds two-thirds of the total strength, the number of the remaining
Directors, that is to say, the number of Directors who are not interested present at the meeting being not less
than two shall be the quorum during such time. The total strength of the Board shall mean the number of
Directors actually holding office as Directors on the date of the resolution or meeting, that is to say, the total
strength of the Board after deducting therefrom the number of Directors, if any, whose places are vacant at the
time.
122. Election of Chairman to the Board
If no person has been appointed as Chairman or Vice Chairman under Article 98(a) or if at any meeting, the
Chairman or Vice Chairman of the Board is not present within fifteen minutes after the time appointed for
holding the meeting, the Directors present may choose one of their members to be the Chairman of the meeting.
123 Chairman Emeritus
(1) The Board shall be entitled to appoint any person who has rendered significant or distinguished services
to the Company or to the industry to which the Company's business relates or in the public field, as the
Chairman Emeritus of the Company.
(2) The Chairman Emeritus shall hold office until he resigns his office or a special resolution to that effect
is passed by the members in a general meeting.
(3) The Chairman Emeritus may attend any meetings of the Board or Committee thereof but shall not have
any right to vote and shall not be deemed to be a party to any decision of the Board or Committee
thereof.
(4) The Chairman Emeritus shall not be deemed to be a director for any purposes of the Act or any other
statute or rules made there under or these Articles including for the purpose of determining the
maximum number of Directors which the Company can appoint.
(5) The Board may decide to make any payment in any manner for any services rendered by the Chairman
Emeritus to the Company.
533(6) If at any time the Chairman Emeritus is appointed as a Director of the Company, he may, at his
discretion, retain the title of the Chairman Emeritus.”
124. Power to appoint Committees and to delegate
a. The Board may, from time to time, and at any time and in compliance with provisions of the act and
listing agreement constitute one or more Committees of the Board consisting of such member or
members of its body, as the Board may think fit.
Delegation of powers
b. Subject to the provisions of Section 179 the Board may delegate from time to time and at any time to
any Committee so appointed all or any of the powers, authorities and discretions for the time being
vested in the Board and such delegation may be made on such terms and subject to such conditions as
the Board may think fit and subject to provisions of the act and listing agreement.
c. The Board may from, time to time, revoke, add to or vary any powers, authorities and discretions so
delegated subject to provisions of the act and listing agreement.
125. Proceedings of Committee
The meeting and proceedings of any such Committee consisting of two or more members shall be governed by
the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same
are applicable thereto, and not superseded by any regulations made by the Directors under the last proceeding
Article.
126. Election of Chairman of the Committee
a. The Chairman or the Vice Chairman shall be the Chairman of its meetings, if either is not available or
if at any meeting either is not present within five minutes after the time appointed for holding the
meeting, the members present may choose one of their number to be Chairman of the meeting.
b. The quorum of a Committee may be fixed by the Board and until so fixed, if the Committee is of a
single member or two members, the quorum shall be one and if more than two members, it shall be
two.
127. Question how determined
a. A Committee may meet and adjourn as it thinks proper.
b. Questions arising at any meeting of a Committee shall be determined by the sole member of the
Committee or by a majority of votes of the members present as the case may be and in case of an
equality of votes, the Chairman shall have a second or casting vote in addition to his vote as a member
of the Committee.
128 Acts done by Board or Committee valid, notwithstanding defective appointment, etc.
. All acts done by any meeting of the Board or a Committee thereof, or by any person acting as a Director shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one
or more of such Directors or any person acting as aforesaid, or that any of them was disqualified, be as valid as
if every such Director and such person had been duly appointed and was qualified to be a Director.
Resolution by circulation
129. Save as otherwise expressly provided in the Act, a resolution in writing circulated in draft together with
necessary papers, if any, to all the members of the Committee then in India (not being less in number than the
quorum fixed for the meeting of the Board or the Committee as the case may) and to all other Directors or
members at their usual address in India or by a majority of such of them as are entitled to vote on the resolution
534shall be valid and effectual as if it had been a resolution duly passed at a meeting of the Board or Committee
duly convened and held.
POWERS AND DUTIES OF DIRECTORS
130. General Powers of Company vested in Directors
The business of the Company shall be managed by the Directors who may exercise all such powers of the
Company as are not, by the act or any statutory modification thereof for the time being in force, or by these
Articles, required to be exercised by the Company in General Meeting, subject nevertheless to any regulation of
these Articles, to the provisions of the said Act, and to such regulations being not inconsistent with the aforesaid
regulations or provisions as may be prescribed by the Company in General Meeting; but no regulation made by
the Company in General Meeting, shall invalidate any prior act of the Directors which would have been valid if
that regulation had not been made.
131. Attorney of the Company
The Board may appoint at any time and from time to time by a power of attorney under the signature of two
Directors and/or the Company Secretary of the Company, any person to be the Attorney of the Company for
such purposes and with such powers, authorities and discretions not exceeding those vested in or exercisable by
the Board under these Articles and for such period and subject to such conditions as the Board may from time
to time think fit and any such appointment, may, if the Board thinks fit, be made in favour of the members, or
any of the members of any firm or company, or the members, Directors, nominees or managers of any firm or
company or otherwise in favour of anybody or persons whether nominated directly or indirectly by the Board
and any such power of attorney may contain such provisions for the protection or convenience of persons dealing
with such attorney as the Board may think fit.
132. Power to authorise sub delegation
The Board may authorise any such delegate or attorney as aforesaid to sub-delegate all or any of the powers and
authorities for the time being vested in him.
133. Directors’ duty to comply with the provisions of the Act
The Board shall duly comply with the provisions of the Act and in particular with the provisions in regard to the
registration of the particulars of mortgages and charges affecting the property of the Company or created by it,
and keep a register of the Directors, and send to the Registrar an annual list of members and a summary of
particulars relating thereto, and notice of any consolidation or increase of share capital and copies of special
resolutions, and such other resolutions and agreements required to be filed under Section 117 of the Act and a
copy of the Register of Directors and notifications of any change therein.
134. Special power of Directors
In furtherance of and without prejudice to the general powers conferred by or implied in Article 130 and other
powers conferred by these Articles, and subject to the provisions of Sections 179 and 180 of the Act, that may
become applicable, it is hereby expressly declared that it shall be lawful for the Directors to carry out all or any
of the objects set forth in the Memorandum of Association and to the following things.
135. To acquire and dispose of property and rights
a. To purchase or otherwise acquire for the Company any property, rights or privileges which the
Company is authorised to acquire at such price and generally on such terms and conditions as they
think fit and to sell, let, exchange, or otherwise dispose of the property, privileges and undertakings of
the Company upon such terms and conditions and for such consideration as they may think fit.
535To pay for property in debentures, etc.
b. At their discretion to pay for any property, rights and privileges acquired by or services rendered to the
Company, either wholly or partially, in cash or in shares, bonds, debentures or other securities of the
Company and any such shares may be issued either as fully paid-up or with such amount credited as
paid-up, the sum as may be either specifically charged upon all or any part of the property of the
Company and its uncalled capital or not so charged.
To secure contracts by mortgages
c. To secure the fulfillment of any contracts or agreements entered into by the Company by mortgage or
charge of all or any of the property of the Company and its uncalled capital for the time being or in
such other manner as they think fit.
To appoint officers, etc.
d. To appoint and at their discretion remove, or suspend such agents, secretaries, officers, clerks and
servants for permanent, temporary or special services as they may from time to time think fit and to
determine their powers and duties and fix their powers and duties and fix their salaries or emoluments
and to the required security in such instances and to such amount as they think fit.
e. To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company
or its officers or otherwise concerning the affairs of the Company and also to compound and allow time
for payments or satisfaction of any dues and of any claims or demands by or against the Company.
To refer to arbitration
f. To refer to, any claims or demands by or against the Company to arbitration and observe and perform
the awards.
To give receipt
g. To make and give receipts, releases and other discharges for money payable to the Company and of the
claims and demands of the Company.
To act in matters of bankrupts and insolvents
h. To act on behalf of the Company in all matters relating to bankrupts and insolvents.
To give security by way of indemnity
i. To execute in the name and on behalf of the Company in favour of any Director or other person who
may incur or be about to incur any personal liability for the benefit of the Company such mortgages of
the Company’s property (present and future) as they think fit and any such mortgage may contain a
power of sale and such other powers, covenants and provisions as shall be agreed upon.
To give commission
j. To give any person employed by the Company a commission on the profits of any particular business
or transaction or a share in the general profits of the Company.
536To make contracts etc.
k. To enter into all such negotiations and contracts and rescind and vary all such contracts and execute
and do all such acts, deeds and things in the name and on behalf of the Company as they consider
expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.
To make bye-laws
l. From time to time, make, vary and repeal bye-laws for the regulations of the business for the Company,
its officers and servants.
To set aside profits for provided fund
m. Before recommending any dividends, to set-aside portions of the profits of the Company to form a fund
to provide for such pensions, gratuities or compensations; or to create any provident fund or benefit
fund in such or any other manner as the Directors may deem fit.
To make and alter rules
n. To make and alter rules and regulations concerning the time and manner of payments of the
contributions of the employees and the Company respectively to any such fund and accrual,
employment, suspension and forfeiture of the benefits of the said fund and the application and disposal
thereof and otherwise in relation to the working and management of the said fund as the Directors shall
from time to time think fit.
o. And generally, at their absolute discretion, to do and perform every act and thing which they may
consider necessary or expedient for the purpose of carrying on the business of the Company, excepting
such acts and things as by Memorandum of Association of the Company or by these presents may stand
prohibited.
136. Managing Director
a. Subject to the provisions of Section 196,197, 2(94), 203 of the Act, the following provisions shall
apply:
b. The Board of Directors may appoint or re-appoint one or more of their body, not exceeding two, to be
the Managing Director or Managing Directors of the Company for such period not exceeding 5 years
as it may deem fit, subject to such approval of the Central Government as may be necessary in that
behalf.
c. The remuneration payable to a Managing Director shall be determined by the Board of Directors subject
to the sanction of the Company in General Meeting and of the Central Government, if required.
d. If at any time there are more than one Managing Director, each of the said Managing Directors may
exercise individually all the powers and perform all the duties that a single Managing Director may be
empowered to exercise or required to perform under the Companies Act or by these presents or by any
Resolution of the Board of Directors and subject also to such restrictions or conditions as the Board
may from time to time impose.
e. The Board of Directors may at any time and from time to time designate any Managing Director as
Deputy Managing Director or Joint Managing Director or by such other designation as it deems fit.
f. Subject to the supervision, control and directions of the Board of Directors, the Managing
Director/Managing Directors shall have the management of the whole of the business of the Company
and of all its affairs and shall exercise all powers and perform all duties and in relation to the
management of the affairs, except such powers and such duties as are required by Law or by these
537presents to be exercised or done by the Company in General Meeting or by the Board and also subject
to such conditions and restrictions imposed by the Act or by these presents or by the Board of Directors.
Without prejudice to the generality of the foregoing, the Managing Director/Managing Directors shall
exercise all powers set out in Article 135 above except those which are by law or by these presents or
by any resolution of the Board required to be exercised by the Board or by the Company in General
Meeting.
137. Whole-time Director
1. Subject to the provisions of the Act and subject to the approval of the Central Government, if any,
required in that behalf, the Board may appoint one or more of its body, as Whole-time Director or
Whole time Directors on such designation and on such terms and conditions as it may deem fit. The
Whole-time Directors shall perform such duties and exercise such powers as the Board may from time
to time determine which shall exercise all such powers and perform all such duties subject to the
control, supervision and directions of the Board and subject thereto the supervision and directions of
the Managing Director. The remuneration payable to the Whole-time Directors shall be determined by
the Company in General Meeting, subject to the approval of the Central Government, if any, required
in that behalf.
2. A Whole-time Director shall (subject to the provisions of any contract between him and the Company)
be subject to the same provisions as to resignation and removal as the other Directors, and he shall,
ipso facto and immediately, cease to be Whole-time Director, if he ceases to hold the Office of Director
from any cause except where he retires by rotation in accordance with the Articles at an Annual General
Meeting and is re-elected as a Director at that Meeting.
138. Secretary
The Board shall have power to appoint a Secretary a person fit in its opinion for the said office, for such period
and on such terms and conditions as regards remuneration and otherwise as it may determine. The Secretary
shall have such powers and duties as May, from time to time, be delegated or entrusted to him by the Board.
139. Powers as to commencement of business
Subject to the provisions of the Act, any branch or kind of business which by the Memorandum of Association
of the Company or these presents is expressly or by implication authorised to be undertaken by the Company,
may be undertaken by the Board at such time or times as it shall think fit and further may be suffered by it to be
in abeyance whether such branch or kind of business may have been actually commenced or not so long as the
Board may deem it expedient not to commence or proceed with such branch or kind of business.
140. Delegation of power
Subject to Section 179 the Board may delegate all or any of its powers to any Director, jointly or severally or to
any one Director at its discretion or to the Executive Director.
BORROWING
141. Borrowing Powers
a. The Board may, from time to time, raise any money or any moneys or sums of money 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 of the Company and its free reserves, that is to say, reserves not set-
apart for any specific purpose and in particular but subject to the provisions of Section 179 of the Act,
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
538absolutely 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 clause next above, 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 or by such other means as them may seem expedient.
142. Assignment of debentures
Such debentures, debenture stock, bonds or other securities may be made assignable, free from any equities
between the Company and the person to whom the same may be issued.
143. Terms of debenture issue
a. Any such debenture, debenture stock, bond or other security may be issued at a discount, premium or
otherwise, and with any special privilege as the redemption, surrender, drawing, allotment of shares of
the Company, or otherwise, provided that debentures with the right to allotment or conversion into
shares shall not be issued except with the sanction of the Company in General Meeting.
b. Any trust deed for securing of any debenture or debenture stock and or any mortgage deed and/or other
bond for securing payment of moneys borrowed by or due by the Company and/or any contract or any
agreement made by the Company with any person, firm, body corporate, Government or authority who
may render or agree to render any financial assistance to the Company by way of loans advanced or by
guaranteeing of any loan borrowed or other obligations of the Company or by subscription to the share
capital of the Company or provide assistance in any other manner may provide for the appointment
from time to time, by any such mortgagee, lender, trustee of or holders of debentures or contracting
party as aforesaid, of one or more persons to be a Director or Directors of the Company. Such trust
deed, mortgage deed, bond or contract may provide that the person appointing a Director as aforesaid
may, from time to time, remove any Director so appointed by him and appoint any other person in his
place and provide for filling up of any casual vacancy created by such person vacating office as such
Director. Such power shall determine and terminate on the discharge or repayment of the respective
mortgage, loan or debt or debenture or on the termination of such contract and any person so appointed
as Director under mortgage or bond or debenture trust deed or under such contract shall cease to hold
office as such Director on the discharge of the same. Such appointment and provision in such document
as aforesaid shall be valid and effective as if contained in these presents.
c. The Director or Directors so appointed by or under a mortgage deed or other bond or contract as
aforesaid shall be called a Mortgage Director or Mortgage Directors and the Director if appointed as
aforesaid under the provisions of a debenture trust deed shall be called “Debenture Director”. The
words “Mortgage” or “Debenture Director” shall mean the Mortgage Director for the time being in
office. The Mortgage Director or Debenture Director shall not be required to hold any qualification
shares and shall not be liable to retire by rotation or to be removed from office by the Company. Such
mortgage deed or bond or trust deed or contract may contain such auxiliary provision as may be
arranged between the Company and mortgage lender, the trustee or contracting party, as the case may
be, and all such provisions shall have effect notwithstanding any of the other provisions herein
contained but subject to the provisions of the Act.
d. The Directors appointed as Mortgage Director or Debenture Director or Corporate Director under the
Article shall be deemed to be ex-officio Directors.
539e. The total number of ex-officio Directors, if any, so appointed under this Article together with the other
ex-officio Directors, if any, appointment under any other provisions of these presents shall not at any
time exceed one-third of the whole number of Directors for the time being.
144. Charge on uncalled capital
Any uncalled capital of the Company may be included in or charged by mortgage or other security.
145. Subsequent assignees of uncalled capital
Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall
take the same subject such prior charge, and shall not be entitled, by notice to the shareholder or otherwise, to
obtain priority over such prior charge.
146. Charge in favour of Director of indemnity
If the Directors or any of them or any other person shall become personally liable for the payment of any sum
primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge or
security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the
Directors or other person so becoming liable as aforesaid from any loss in respect of such liability.
147. Powers to be exercised by Board only at meeting
a. Subject to the provisions of the Act, the Board shall exercise the following powers on behalf of the
Company and the said power shall be exercised only by resolution passed at the meetings of the Board.
(a) To make calls on shareholders in respect of money unpaid on their shares;
(b) To authorise buy-back of securities under section 68;
(c) To issue securities, including debentures, whether in or outside India;
(d) To borrow monies;
(e) To invest the funds of the company;
(f) To grant loans or give guarantee or provide security in respect of loans;
(g) To approve financial statement and the Board’s report;
(h) To diversify the business of the company;
(i) To approve amalgamation, merger or reconstruction;
(j) To take over a company or acquire a controlling or substantial stake in another company;
(k) To make political contributions;
(l) To appoint or remove key managerial personnel (KMP);
(m) To take note of appointment(s) or removal(s) of one level below the Key Management
Personnel;
(n) To appoint internal auditors and secretarial auditor;
(o) To take note of the disclosure of director’s interest and shareholding;
(p) To buy, sell investments held by the company (other than trade investments), constituting five
percent or more of the paid up share capital and free reserves of the investee company;
540(q) To invite or accept or renew public deposits and related matters;
(r) To review or change the terms and conditions of public deposit;
(s) To approve quarterly, half yearly and annual financial statements or financial results as the
case may be.
(t) Such other business as may be prescribed by the Act.
b. The Board may by a meeting delegate to any Committee of the Board or to the Managing Director the
powers specified in Sub-clauses, d, e and f above.
c. Every resolution delegating the power set out in Sub-clause d shall specify the total amount outstanding
at any one time up to which moneys may be borrowed by the said delegate.
d. Every resolution delegating the power referred to in Sub-clause e shall specify the total amount upto
which the funds may be invested and the nature of investments which may be made by the delegate.
e. Every resolution delegating the power referred to in Sub-clause f above shall specify the total amount
upto which loans may be made by the delegate, the purposes for which the loans may be made, and the
maximum amount of loans that may be made for each such purpose in individual cases.
148. Register of mortgage to be kept
The Directors shall cause a proper register and charge creation documents to be kept in accordance with the
provisions of the Companies Act, 2013 for all mortgages and charges specifically affecting the property of the
Company and shall duly comply with the requirements of the said Act, in regard to the registration of mortgages
and charges specifically affecting the property of the Company and shall duly comply with the requirements of
the said Act, in regard to the registration of mortgages and charges therein specified and otherwise and shall also
duly comply with the requirements of the said Act as to keeping a copy of every instrument creating any
mortgage or charge by the Company at the office.
149. Register of holders of debentures
Every register of holders of debentures of the Company may be closed for any period not exceeding on the
whole forty five days in any year, and not exceeding thirty days at any one time. Subject as the aforesaid, every
such register shall be open to the inspection of registered holders of any such debenture and of any member but
the Company may in General Meeting impose any reasonable restriction so that at least two hours in every day,
when such register is open, are appointed for inspection.
150. Inspection of copies of and Register of Mortgages
The Company shall comply with the provisions of the Companies Act, 2013, as to allow inspection of copies
kept at the Registered Office in pursuance of the said Act, and as to allowing inspection of the Register of charges
to be kept at the office in pursuance of the said Act.
151. Supplying copies of register of holder of debentures
The Company shall comply with the provisions of the Companies Act, 2013, as to supplying copies of any
register of holders of debentures or any trust deed for securing any issue of debentures.
152. Right of holders of debentures as to Financial Statements
Holders of debentures and any person from whom the Company has accepted any sum of money by way of
deposit, shall on demand, be entitled to be furnished, free of cost, or for such sum as may be prescribed by the
Government from time to time, with a copy of the Financial Statements of the Company and other reports
attached or appended thereto.
541153. Minutes
a. The Company shall comply with the requirements of Section 118 of the Act, in respect of the keeping
of the minutes of all proceedings of every General Meeting and every meeting of the Board or any
Committee of the Board.
b. The Chairman of the meeting shall exclude at his absolute discretion such of the matters as are or could
reasonably be regarded as defamatory of any person irrelevant or immaterial to the proceedings or
detrimental to the interests of the Company.
154. Managing Director’s power to be exercised severally
All the powers conferred on the Managing Director by these presents, or otherwise may, subject to any directions
to the contrary by the Board of Directors, be exercised by any of them severally.
MANAGER
155. Manager
Subject to the provisions of the Act, the Directors may appoint any person as Manager for such term not
exceeding five years at a time at such remuneration and upon such conditions as they may think fit and any
Manager so appointed may be removed by the Board.
DIVIDENDS AND RESERVES
156. Rights to Dividend
The profits of the Company, subject to any special rights relating thereto created or authorised to be created by
these presents and subject to the provisions of these presents as to the Reserve Fund, shall be divisible among
the equity shareholders.
157. Declaration of Dividends
The Company in General Meeting may declare dividends but no dividend shall exceed the amount recommended
by the Board.
158. What to be deemed net profits
The declarations of the Directors as to the amount of the net profits of the Company shall be conclusive.
159. Interim Dividend
The Board may from time to time pay to the members such interim dividends as appear to it to be justified by
the profits of the Company.
160. Dividends to be paid out of profits only
No dividend shall be payable except out of the profits of the year or any other undistributed profits except as
provided by Section 123 of the Act.
161. Reserve Funds
a. The Board may, before recommending any dividends, set aside out of the profits of the Company such
sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable
for any purpose to which the profits of the Company may be properly applied, including provision for
meeting contingencies or for equalising 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.
542b. The Board may also carry forward any profits which it may think prudent not to divide without setting
them aside as Reserve.
162. Method of payment of dividend
a. Subject to the rights of persons, if any, entitled to share with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect
whereof the dividend is paid.
b. No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of
these regulations as paid on the share.
c. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend is paid but if
any share is issued on terms providing that it shall rank for dividends as from a particular date, such
shares shall rank for dividend accordingly.
163. Deduction of arrears
The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable
by him to the Company on account of calls in relation to the shares of the Company or otherwise.
164. Adjustment of dividend against call
Any General Meeting declaring a dividend or bonus may make a call on the members of such amounts as the
meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the
call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company
and themselves, be set off against the call.
165. Payment by cheque or warrant
a. Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or
warrant sent through post directly 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 in the Register of Members
or to such person and to such address of the holder as the joint holders may in writing direct.
b. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
c. Every dividend or warrant or cheque shall be posted within thirty days from the date of declaration of
the dividends.
166. Retention in certain cases
The Directors may retain the dividends payable upon shares in respect of which any person is under the
transmission clause entitled to become a member in respect thereof or shall duly transfer the same.
Receipt of joint holders
(A) Where any instrument of transfer of shares has been delivered to the Company for registration on
holders, the Transfer of such shares and the same has not been registered by the Company, it shall, and
notwithstanding anything contained in any other provision of the Act:
a) transfer the dividend in relation to such shares to the Special Account referred to in Sections
123 and 124 of the Act, unless the Company is authorised by the registered holder, of such
shares in writing to pay such dividend to the transferee specified in such instrument of transfer,
and
543b) Keep in abeyance in relation to such shares any offer of rights shares under Clause(a) of Sub-
section (1) of Section 62 of the Act, and any issue of fully paid-up bonus shares in pursuance
of Sub-section (3) of Section 123 of the Act”.
167. Deduction of arrears
Any one of two of the joint holders of a share may give effectual receipt for any dividend, bonus, or other money
payable in respect of such share.
168. Notice of Dividends
Notice of any dividend that may have been declared shall be given to the person entitled to share therein in the
manner mentioned in the Act.
169. Dividend not to bear interest
No dividend shall bear interest against the Company.
170. Unclaimed Dividend
No unclaimed dividends shall be forfeited. Unclaimed dividends shall be dealt with in accordance to the
provisions of Sections 123 and 124 of the Companies Act, 2013.
171. Transfer of share not to pass prior Dividend
Any transfer of shares shall not pass the right to any dividend declared thereon before the registration of the
transfer.
CAPITALISATION OF PROFITS
172. Capitalisation of Profits
a. The Company in General Meeting, may on the recommendation of the Board, resolve:
1. That the whole or any part of any amount standing to the credit of the Share Premium Account
or the Capital Redemption Reserve Fund or any money, investment or other asset forming part
of the undivided profits, including profits or surplus moneys arising from the realisation and
(where permitted by law) from the appreciation in value of any Capital assets of the Company
standing to the credit of the General Reserve, Reserve or any Reserve Fund or any amounts
standing to the credit of the Profit and Loss Account or any other fund of the Company or in
the hands of the Company and available for the distribution as dividend capitalised; and
2. That such sum be accordingly set free for distribution in the manner specified in Sub-clause
(2) amongst the members who would have been entitled thereto if distributed by way of
dividend and in the same proportion.
B. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions contained in
Subclause (3) either in or towards:
1. Paying up any amount for the time being unpaid on any share held by such members
respectively;
2. paying up in full unissued shares of the Company to be allotted and distributed and credited
as fully paid-up to and amongst such members in the proportion aforesaid; or
3. Partly in the way specified in Sub-clause (i) and partly in that specified in Sub-clause (ii).
c. A share premium account and a capital redemption reserve account may for the purpose of this
regulation be applied only in the paying up of unissued shares to be issued to members of the Company
as fully paid bonus shares.
544d. The Board shall give effect to resolutions passed by the Company in pursuance of this Article.
173. Powers of Directors for declaration of Bonus
a. whenever such a resolution as aforesaid shall have been passed, the Board shall:
1. Make all appropriations and applications of the undivided profits resolved to be capitalised
thereby and all allotments and issue or fully paid shares if any; and
2. Generally do all acts and things required to give effect thereto.
b. The Board shall have full power:
1. to make such provision by the issue of fractional certificates or by payments in cash or
otherwise as it thinks fit in the case of shares becoming distributable in fractions and also;
2. to authorise any person to enter on behalf of all the members entitled thereto into an agreement
with the Company providing for the allotment to them respectively credited as fully paid-up
of any further shares to which they may be entitled upon such capitalisation, or (as the case
may require) for the payment by the Company on their behalf, by the application thereto of
their respective proportions of the profits resolved to be capitalised of the amounts or any part
of the amounts remaining unpaid on the existing shares.
c. Any agreement made under such authority shall be effective and binding on all such members.
ACCOUNTS
174. Books of account to be kept
a. The Board shall cause proper books of accounts to be kept in respect of all sums of money received
and expanded by the Company and the matters in respect of which such receipts and expenditure take
place, of all sales and purchases of goods by the Company, and of the assets and liabilities of the
Company.
b. All the aforesaid books shall give a fair and true view of the affairs of the Company or of its branch as
the case may be, with respect to the matters aforesaid, and explain in transactions.
c. The books of accounts shall be open to inspection by any Director during business hours.
175. Where books of account to be kept
The books of account shall be kept at the Registered Office or at such other place as the Board thinks fit.
176. Inspection by members
The Board shall, from time to time, determine whether and to what extent and at what time and under what
conditions or regulations the accounts and books and documents of the Company or any of them shall be open
to the inspection of the members and no member (not being a Director) shall have any right of inspection any
account or book or document of the Company except as conferred by statute or authorised by the Board or by a
resolution of the Company in General Meeting.
177. Statement of account to be furnished to General Meeting
The Board shall lay before such Annual General Meeting , financial statements made up as at the end of the
financial year which shall be a date which shall not precede the day of the meeting by more than six months or
such extension of time as shall have been granted by the Registrar under the provisions of the Act.
178. Financial Statements
545Subject to the provisions of Section 129, 133 of the Act, every financial statements of the Company shall be in
the forms set out in Parts I and II respectively of Schedule III of the Act, or as near thereto as circumstances
admit.
179. Authentication of Financial Statements
a. Subject to Section 134 of the Act, every financial statements of the Company shall be signed on behalf
of the Board by not less than two Directors.
b. The financial statements shall be approved by the Board before they are signed on behalf of the Board
in accordance with the provisions of this Article and before they are submitted to the Auditors for their
report thereon.
180. Auditors Report to be annexed
The Auditor’s Report shall be attached to the financial statements.
181. Board’s Report to be attached to Financial Statements
a. Every financial statement laid before the Company in General Meeting shall have attached to it a report
by the Board with respect to the state of the Company’s affairs, the amounts, if any, which it proposes
to carry to any reserve either in such Balance Sheet or in a subsequent Balance Sheet and the amount,
if any, which it recommends to be paid by way of dividend.
b. The report shall, so far as it is material for the appreciation of the state of the Company’s affairs by its
members and will not in the Board’s opinion be harmful to its business or that of any of its subsidiaries,
deal with any change which has occurred during the financial year in the nature of the Company’s
business or that of the Company’s subsidiaries and generally in the classes of business in which the
Company has an interest and material changes and commitments, if any, affecting the financial position
of the Company which has occurred between the end of the financial year of the Company to which
the Balance Sheet relates and the date of the report.
c. The Board shall also give the fullest information and explanation in its report or in case falling under
the provision of Section 134 of the Act in an addendum to that Report on every reservation,
qualification or adverse remark contained in the Auditor’s Report.
d. The Board’s Report and addendum, if any, thereto shall be signed by its Chairman if he is authorised
in that behalf by the Board; and where he is not authorised, shall be signed by such number of Directors
as is required to sign the Financial Statements of the Company under Article
e. The Board shall have the right to charge any person not being a Director with the duty of seeing that
the provisions of Sub-clauses (a) to (e) of this Article are complied with.
182. Right of member to copies of Financial Statements
The Company shall comply with the requirements of Section 136.
ANNUAL RETURNS
183. Annual Returns
The Company shall make the requisite annual return in accordance with Section 92 of the Act.
AUDIT
184. Accounts to be audited
546a. Every Financial Statement shall be audited by one or more Auditors to be appointed as hereinafter
mentioned.
b. Subject to provisions of the Act, The Company at the Annual General Meeting shall appoint an Auditor
or Firm of Auditors to hold office from the conclusion of that meeting until the conclusion of the fifth
Annual General Meeting and shall, within seven days of the appointment, give intimation thereof to
every Auditor so appointed unless he is a retiring Auditor.
c. At every Annual General Meeting, reappointment of such auditor shall be ratified by the shareholders.
d. Where at an Annual General Meeting no Auditors are appointed or reappointed, the Central
Government may appoint a person to fill the vacancy.
e. The Company shall, within seven days of the Central Government’s power under Sub-clause (d)
becoming exercisable, give notice of that fact to that Government.
f. 1. The first Auditor or Auditors of the Company shall be appointed by the Board of Directors
within one month of the date of registration of the Company and the Auditor or Auditors so appointed
shall hold office until the conclusion of the first Annual General Meeting.
Provided that the Company may at a General Meeting remove any such Auditor or all or any of such
Auditors and appoint in his or their places any other person or persons who have been nominated for
appointment by any such member of the Company and of whose nomination notice has been given to
the members of the Company, not less than 14 days before the date of the meeting; and
2. If the Board fails to exercise its power under this Sub-clause, the Company in General Meeting
may appoint the first Auditor or Auditors.
g. The Directors may fill any casual vacancy in the office of an Auditor, but while any such vacancy
continues, the remaining Auditor or Auditors, if any, may act, but where such a vacancy is caused by
the resignation of an Auditor, the vacancy shall only be filled by the Company in General Meeting.
h. A person other than a retiring Auditor, shall not be capable of being appointed at an Annual General
Meeting unless Special Notice of a resolution for appointment of that person to the office of Auditor
has been given by a member to the Company not less than fourteen days before the meeting in
accordance with Section 115 of the Act and the Company shall send a copy of any such notice to the
retiring Auditor and shall give notice thereof to the members in accordance with Section 190 of the Act
and all other provisions of Section140 of the Act shall apply in the matter. The provisions of this Sub-
clause shall also apply to a resolution that retiring Auditor shall be reappointed.
i. The persons qualified for appointment as Auditors shall be only those referred to in Section 141 of the
Act.
j. Subject to the provisions of Section 146 of the Act, the Auditor of the company shall attend general
meetings of the company.
185. Audit of Branch Offices
The Company shall comply with the provisions of Section 143 of the Act in relation to the audit of the accounts
of Branch Offices of the Company.
186. Remuneration of Auditors
The remuneration of the Auditors shall be fixed by the Company in General Meeting except that the
remuneration of any Auditor appointed to fill and casual vacancy may be fixed by the Board.
187. Rights and duties of Auditors
a. Every Auditor of the Company shall have a right of access at all times to the books of accounts and
vouchers of the Company and shall be entitled to require from the Directors and officers of the
547Company such information and explanations as may be necessary for the performance of his duties as
Auditor.
b. All notices of, and other communications relating to any General Meeting of a Company which any
member of the Company is entitled to have sent to him shall also be forwarded to the Auditor, and the
Auditor shall be entitled to attend any General Meeting and to be heard at any General Meeting which
he attends on any part of the business which concerns him as Auditor.
c. The Auditor shall make a report to the members of the Company on the accounts examined by him and
on Financial statements and on every other document declared by this Act to be part of or annexed to
the Financial statements, which are laid before the Company in General Meeting during his tenure of
office, and the report shall state whether, in his opinion and to the best of his information and according
to explanations given to him, the said accounts give the information required by this Act in the manner
so required and give a true and fair view:
1. In the case of the Balance Sheet, of the state of affairs as at the end of the financial year and
2. In the case of the Statement of Profit and Loss, of the profit or loss for its financial year.
d. The Auditor’s Report shall also state:
(a) Whether he has sought and obtained all the information and explanations which to the best of
his knowledge and belief were necessary for the purpose of his audit and if not, the details
thereof and the effect of such information on the financial statements;
(b) whether, in his opinion, proper books of account as required by law have been kept by the
company so far as appears from his examination of those books and proper returns adequate
for the purposes of his audit have been received from branches not visited by him;
(c) whether the report on the accounts of any branch office of the company audited under sub-
section (8) by a person other than the company’s auditor has been sent to him under the proviso
to that sub-section and the manner in which he has dealt with it in preparing his report;
(d) Whether the company’s balance sheet and profit and loss account dealt with in the report are
in agreement with the books of account and returns;
(e) Whether, in his opinion, the financial statements comply with the accounting standards;
(f) The observations or comments of the auditors on financial transactions or matters which have
any adverse effect on the functioning of the company;
(g) Whether any director is disqualified from being appointed as a director under sub-section (2)
of section 164;
(h) Any qualification, reservation or adverse remark relating to the maintenance of accounts and
other matters connected therewith;
(i) Whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls;
(j) Whether the company has disclosed the impact, if any, of pending litigations on its financial
position in its financial statement;
(k) whether the company has made provision, as required under any law or accounting standards,
for material foreseeable losses, if any, on long term contracts including derivative contracts;
(l) Whether there has been any delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the company.
548e. Where any of the matters referred to in Clauses (i) and (ii) of Sub-section (2) of Section 143
of the Act or in Clauses (a), (b) and (c) of Sub-section (3) of Section 143 of the Act or Sub-
clause (4) (a) and (b) and (c) hereof is answered in the negative or with a qualification, the
Auditor’s Report shall state the reason for such answer.
f. The Auditor’s Report shall be read before the Company in General Meeting and shall be open
to inspection by any member of the Company.
188. Accounts whether audited and approved to be conclusive
Every account of the Company when audited and approved by a General Meeting shall be conclusive except as
regards any error discovered therein within three months next after the approval thereof. Whenever any such
error is discovered within that period, the accounts shall forthwith be corrected, and henceforth be conclusive.
189. Service of documents on the Company
A document may be served on the Company or any officer thereof by sending it to the Company or officer at
the Registered Office of the Company by Registered Post, or by leaving it at the Registered Office or in
electronic mode in accordance with the provisions of the act.
190. How documents to be served to members
a. A document (which expression for this purpose shall be deemed to included and shall include any
summons, notice, requisition, process, order judgement or any other document in relation to or the
winding up of the Company) may be served personally or by sending it by post to him to his registered
address or in electronic mode in accordance with the provisions of the act., or (if he has no registered
address in India) to the address, if any, within India supplied by him to the Company for the giving of
notices to him.
b. All notices shall, with respect to any registered shares to which persons are entitled jointly, be given to
whichever of such persons is named first in the Register, and notice so given shall be sufficient notice
to all the holders of such shares.
c. Where a document is sent by post:
i. service thereof shall be deemed to be effected by properly addressing prepaying and posting
a letter containing the notice, provided that where a member has intimated to the Company in
advance that documents should be sent to him under a Certificate of Posting or by Registered
Post with or without acknowledgment due and has deposited with the Company a sum
sufficient to defray the expenses of doing so, service of the documents shall not be deemed to
be effected unless it is sent in the manner intimated by the member, and such service shall be
deemed to have been effected;
a. in the case of a notice of a meeting, at the expiration of forty eight hours after the letter containing the
notice is posted, and
b. in any other case, at the time at which the letter should be delivered in the ordinary course of post.
191. Members to notify address in India
Each registered holder of share(s) shall, from time to time, notify in writing to the Company some place in India
to be registered as his address and such registered place of address shall for all purposes be deemed to be his
place of residence.
192. Service on members having no registered address in India
If a member has no registered address in India and has not supplied to the Company an address within India for
the giving of notices to him, a document advertised in a newspaper circulating in the neighbourhood of the
549Registered Office of the Company shall be deemed to be duly served on him on the day on which the
advertisement appears.
193. Service on persons acquiring shares on death or insolvency of members
A document may be served by the Company to the persons entitled to a share in consequence of the death or
insolvency of a member by sending it through the post in a prepaid letter addressed to them by name, or by the
title of representatives of deceased or assignees of the insolvent or by any like descriptions at the address, if any,
in India supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so
supplied) by serving the document in any manner in which the same might have been served if the death or
insolvency had not occurred.
194. Notice valid though member deceased
Any notice of document delivered or sent by post or left at the registered address of any member in pursuance
of these presents shall, notwithstanding that such member by then deceased and whether or not the Company
has notice of his decease, be deemed to have been duly served in respect of any registered share whether held
solely or jointly with other persons by such member until some other person be registered in his stead as the
holder or joint holder thereof and such service shall for all purposes of these presents be deemed a sufficient
service of such notice or document on his or on her heirs, executors or administrators, and all other persons, if
any, jointly interested with him or her in any such share.
195 Persons entitled to Notice of General Meeting
Subject to the provisions of Section 101 the Act and these Articles, notice of General Meeting shall be given to;
(a) Every member of the company, legal representative of any deceased member or the assignee of an
insolvent member;
(b) The auditor or auditors of the company; and
(c) Every director of the company.
Any accidental omission to give notice to, or the non-receipt of such notice by, any member or other person who
is entitled to such notice for any meeting shall not invalidate the proceedings of the meeting.
196. Advertisement
a. Subject to the provisions of the Act, any document required to be served on or sent to the members, or
any of them by the Company and not expressly provided for by these presents, shall be deemed to be
duly served or sent if advertised in a newspaper circulating in the district where the Registered Office
of the Company is situated.
b. Every person who by operation of law, transfer or other means whatsoever shall become entitled to any
share shall be bound by every notice in respect of such share which previously to his name and address
being entered in the Register shall be duly given to the person from whom he derived his title to such
share or stock.
197. Transference, etc. bound by prior notices
Every person, who by the operation of law, transfer, or other means whatsoever, shall become entitled to any
share, shall be bound by every document in respect of such share which previously to his name and address
being entered in the Register, shall have been duly served on or sent to the person from whom he derives his
title to the share.
198. How notice to be signed
550Any notice to be given by the Company shall be signed by the Managing Director or by such Director or officer
as the Directors may appoint. The signature to any notice to be given by the Company may be written or printed
or lithographed.
AUTHENTICATION OF DOCUMENTS
199. Authentication of document and proceeding
Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring
authentication by the Company may be signed by a Director, or the Managing Director or an authorised officer
of the Company and need not be under its seal.
WINDING UP
201. Winding up
Subject to the provisions of the Act as to preferential payments, the assets of a Company shall, on its winding-
up be applied in satisfaction of its liabilities pari-passu and, subject to such application, shall, unless the articles
otherwise provide, be distributed among the members according to their rights and interests in the Company.
202. Division of assets of the Company in specie among members
If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may, with the sanction of
a Special Resolution, divide among the contributories, in specie or kind, and part of the assets of the Company
and may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the
benefit of the contributories or any of them, as the liquidators with the like sanction shall think fit. In case any
shares, to be divided as aforesaid involves a liability to calls or otherwise, any person entitled under such division
to any of the said shares may, within ten days after the passing of the Special Resolution by notice in writing,
direct the liquidators to sell his proportion and pay him the net proceeds, and the liquidators shall, if practicable,
act accordingly.
INDEMNITY AND RESPONSIBILITY
203. Directors’ and others’ right to indemnity
a. Subject to the provisions of Section 197 of the Act every Director, Manager, Secretary and other officer
or employee of the Company shall be indemnified by the Company against, and it shall be the duty of
the Directors out of the funds of the Company to pay all costs, losses, and expenses (including travelling
expenses) which Service of documents on the Company any such Director, officer or employee may
incur or becomes liable to by reason of any contract entered into or act or deed done by him or any
other way in the discharge of his duties, as such Director, officer or employee.
b. Subject as aforesaid, every Director, Manager, Secretary, or other officer/employee of the Company
shall be indemnified against any liability, incurred by them or him in defending any proceeding whether
civil or criminal in which judgement is given in their or his favour or in which he is acquitted or
discharged or in connection with any application under Section 463 of the Act in which relief is given
to him by the Court and without prejudice to the generality of the foregoing, it is hereby expressly
declared that the Company shall pay and bear all fees and other expenses incurred or incurrable by or
in respect of any Director for filing any return, paper or document with the Registrar of Companies, or
complying with any of the provisions of the Act in respect of or by reason of his office as a Director or
other officer of the Company.
204. Subject to the provisions of Section 197 of the Act, no Director or other officer of the Company shall be liable
for the acts, receipts, neglects or defaults of any other Director or officer, or for joining in any receipt or other
act for conformity for any loss or expenses happening to the Company through insufficiency or deficiency of
title to any property acquired by order of the Directors for and on behalf of the Company, or for the insufficiency
or deficiency of title to any property acquired by order of the Directors for and on behalf of the Company or for
the insufficiency or deficiency of any money invested, or for any loss or damages arising from the bankruptcy,
551insolvency or tortuous act of any person, company or corporation with whom any moneys, securities or effects
shall be entrusted or deposited or for any loss occasioned by any error of judgement or oversight on his part of
for any loss or damage or misfortune whatever, which shall happen in the execution of the duties of his office
or in relation thereto unless the same happens through his own act or default.
SECRECY CLAUSE
205. a. No member shall be entitled to visit or inspect the Company’s works without the permission of the
Directors or Managing Director or to require discovery of or any information respecting any details of
the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade
or secret process or which may relate to the conduct of the business of the Company and which, in the
opinion of the Directors, will be inexpedient in the interests of the Company to communicate to the
public.
b. Every Director, Managing Director, Manager, Secretary, Auditor, Trustee, Members of a Committee,
Officers, 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, or at any time during his term of office
sign a declaration pledging himself to observe strict secrecy respecting all transactions of the Company
and the state of accounts and in matters relating thereto, and shall by such declaration pledge himself
not to reveal any of the matters which may come to his knowledge in the discharge of duties except
when required so to do by the Board or by any General Meeting or by a Court of Law or by the persons
to whom such matters relate and except so far as may be necessary, in order to comply with any of the
provisions contained in these Articles.
REGISTERS, INSPECTION AND COPIES THEREOF
206. a. Any Director or Member or person can inspect the statutory registers maintained by the company,
which may be available for inspection of such Director or Member or person under provisions of the
act by the company, provided he gives fifteen days’ notice to the company about his intention to do so.
b. Any, Director or Member or person can take copies of such registers of the company by paying Rs.
10 per page to the company. The company will take steps to provide the copies of registers to such
person within Fifteen days of receipt of money.
BUY-BACK OF SHARES
207. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any
other applicable provision of the Act or any other law for the time being in force, the company may purchase its
own shares or other specified securities.
GENERAL AUTHORITY
208. Wherever in the applicable provisions under the Act, it has been provided that, any Company shall have any
right, authority or that such Company could carry out any transaction only if the Company is authorised by its
Articles, this regulation hereby authorises and empowers the Company to have such right, privilege or authority
and to carry out such transaction as have been permitted by the Act without there being any specific regulation
or clause in that behalf in this articles.
552SECTION 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/Prospectus which will be filed with the RoC.
Copies of the contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered
Office between 10 a.m. and 5 p.m. on all Working Days and at www.punjabcarbonic.com from date of the Red Herring
Prospectus until the Bid/ Offer Closing Date, except for such contracts and documents that will be executed subsequent
to the completion of the Bid/ Offer Closing Date.
Material contracts to the Offer
1. Offer Agreement dated March 31, 2026 entered into between our Company, the Promoter Selling Shareholders and
the Book Running Lead Manager.
2. Registrar Agreement dated March 27, 2026 entered into between our Company, the Promoter Selling Shareholders
and the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated [●] amongst our Company, the Registrar to the Offer, the Book
Running Lead Manager, the Syndicate Members and Bankers to the Offer.
4. Share Escrow Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders and the
Share Escrow Agent;
5. Syndicate Agreement dated [●] amongst our Company, the Promoter Selling Shareholders, the Book Running Lead
Manager, the Registrar to the Offer and Syndicate Members.
6. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring Agency.
7. Underwriting Agreement dated [●] amongst our Company, the Promoter Selling Shareholders, and the
Underwriters.
Material Documents
1. Certified copies of the Memorandum of Association and the Articles of Association, as amended until date.
2. Certificate of incorporation dated December 28, 1992 in the name of “Punjab Carbonic Private Limited” issued by
the Registrar of Companies, Punjab, HP and Chandigarh.
3. Fresh certificate of incorporation dated January 6, 2026, issued by the Registrar of Companies, Central Processing
Centre, upon conversion of our Company from private limited company to public limited company and consequent
change in name from “Punjab Carbonic Private Limited” to “Punjab Carbonic Limited”
4. Resolution of our Board dated March 07, 2026 authorising the Offer and other related matters, and the resolution
of the Shareholders dated March 09, 2026 approving the Offer.
5. Resolution dated March 31, 2026 passed by the Board approving this Draft Red Herring Prospectus and certain
other related matters.
6. Resolution of the Board dated March 31, 2026 approving the Draft Abridged Prospectus.
7. Resolution of the Audit Committee dated March 31, 2026, approving the KPIs disclosed in this Draft Red Herring
Prospectus.
8. Resolution of the Board dated March 07, 2026, taking on record the approval for the Offer for Sale by the Promoter
Selling Shareholders.
5539. Certificate dated March 31, 2026 from SSP & Company, Chartered Accountants, our Statutory Auditors, certifying
the KPIs of our Company.
10. Resolutions dated January 27, 2026 and January 31, 2026, passed by the Board and Shareholders, respectively,
approving the terms of appointment and remuneration of our Chairman and Managing Director.
11. Resolutions dated January 27, 2026 and January 31, 2026, passed by the Board and Shareholders, respectively,
approving the terms of appointment and remuneration of our Joint Managing Director.
12. Resolutions dated January 27, 2026, passed by the Board, approving the terms of appointment and remuneration of
our Executive Directors.
13. Consent letters from the Promoter Selling Shareholders, authorising their participation in the Offer. For further
details, see “The Offer” beginning on page 82.
14. Our Company has received written consent dated March 31, 2026, from SSP & Company, Chartered Accountants
(FRN: 010390N), who hold a valid peer review certificate dated August 08, 2024, to include their name as required
under Section 26(1)(a)(v) of the Companies Act, 2013 in this Red Herring Prospectus and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013 in respect of various certificates issued by them including the
examination report dated March 27, 2026 on the Restated Consolidated Financial Information and the statement of
special tax benefits dated March 31, 2026, included in this Draft Red Herring Prospectus and such consents have
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.
15. Our Company has received written consent dated March 31, 2026 from M/s. Mittal V Kothari & Associates,
Company Secretaries (having membership number A46731), the practicing company secretary, holding a valid
certificate of practice from Institute of Company Secretaries of India, to include their name as an “expert” as defined
under Section 2(38) of the Companies Act, to the extent and in their capacity as a practicing company secretary,
and in respect of certain certificates issued by them 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 U.S. Securities Act.
16. Our Company has received written consent dated March 31, 2026 from G.S. Associates, independent chartered
engineer to include their name 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 of information certified by them, as included in this
Draft Red Herring Prospectus; and such consent as not been withdrawn as of the date of this Draft Red Herring
Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities
Act.
17. The examination report dated March 27, 2026 of our Statutory Auditor on the Restated Consolidated Financial
Information, included in this Draft Red Herring Prospectus.
18. The report dated March 31, 2026 on the statement of special tax benefits from SSP & Company, Chartered
Accountants, our Statutory Auditors, available to our Company, Material Subsidiaries and the Shareholders of our
Company, included in this Draft Red Herring Prospectus.
19. Certificate dated March 31, 2026 issued by SSP & Company, Chartered Accountants with respect to the (a) Basis
for Offer Price; and (b) average cost of acquisition of shares by the Promoters (including the Promoter Selling
Shareholders) and weighted average price at which Equity Shares of the Company were acquired.
20. Report titled “Industry Report on Ethanol, Carbon Capture Utilization (CCU), and Carbon Dioxide” dated March
30, 2026 prepared and issued by Dun & Bradstreet and commissioned by and paid for by our Company pursuant to
an engagement contract dated December 06, 2025, exclusively for the purposes of the Offer.
21. Consent dated March 30, 2026, from Dun & Bradstreet issued for inclusion of their name and to reproduce the
industry report titled “Industry Report on Ethanol, Carbon Capture Utilization (CCU), and Carbon Dioxide” dated
March 30, 2026 in this Draft Red Herring Prospectus.
22. D&B Cost Vetting Report titled “Cost Vetting Report” dated March 30, 2026 issued by Dun & Bradstreet, available
on our Company’s website at http://www.punjabcarbonic.com/investorsCircle.
55423. Consent letter dated March 30, 2026 from Dun & Bradstreet with respect to the D&B Cost Vetting Report.
24. Consents of the BRLM, the Registrar to the Offer, the Syndicate Members, Bankers to the Company, Escrow
Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s) and Sponsor Bank(s), Underwriter(s),
Monitoring Agency, the legal counsel to the Offer, our Directors, the Company Secretary and Compliance Officer
and Chief Financial Officer, to act in their respective capacities.
25. Copies of annual reports of our Company for Fiscal 2025, Fiscal 2024 and Fiscal 2023.
26. Tripartite agreement dated March 25, 2026, among our Company, NSDL and the Registrar to the Offer.
27. Tripartite agreement dated March 25, 2026, among our Company, CDSL and the Registrar to the Offer.
28. Exemption application dated January 30, 2026 filed by our Company with SEBI, emails dated February 26, 2026,
and March 20, 2026 sent to the BRLM by the SEBI and response dated March 05, 2026 and March 25, 2026 sent
by the BRLM to the SEBI, respectively.
29. Due diligence certificate dated March 31, 2026, addressed to SEBI from the Book Running Lead Manager.
30. In-principle listing approvals dated [●] and [●] from BSE and NSE, respectively.
31. SEBI final observation letter, bearing reference number [●] dated [●].
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any
time, if so required in the interest of our Company or if required by the other parties, without notice to the Shareholders,
subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
555DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made,
or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE CHAIRMAN AND MANAGING DIRECTOR OF OUR COMPANY
_________________________
Davinder Singh Kohli
(Chairman and Managing Director)
Date: March 31, 2026
Place: Bathinda
556DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made,
or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE JOINT MANAGING DIRECTOR OF OUR COMPANY
________________________
Amrit Paul Singh Kohli
(Joint Managing Director)
Date: March 31, 2026
Place: Bathinda
557DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made,
or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE NON-EXECUTIVE DIRECTOR OF OUR COMPANY
_______________________
Inder Pal Kaur Kohli
(Non-Executive Director)
Date: March 31, 2026
Place: Bathinda
558DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, SCRR and the SEBI Act, each as amended, or the rules made, or
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE NON-EXECUTIVE DIRECTOR OF OUR COMPANY
________________________
Jatinder Kaur Kohli
(Non-Executive Director)
Date: March 31, 2026
Place: Bathinda
559DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made,
or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY
________________________
Arun Kumar
(Independent Director)
Date: March 31, 2026
Place: Bathinda
560DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made,
or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY
_________________________
Brish Bhan Goyal
(Independent Director)
Date: March 31, 2026
Place: Bathinda
561DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made,
or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY
_________________________
Girish Kumar Chadha
(Independent Director)
Date: March 31, 2026
Place: Haryana
562DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made,
or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY
________________________
Pankaj Bhalla
(Independent Director)
Date: March 31, 2026
Place: Bathinda
563DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made,
or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and
undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_________________________
Lakhvir Singh Ubhy
(Chief Financial Officer)
Date: March 31, 2026
Place: Bathinda
564DECLARATION BY PROMOTER SELLING SHAREHOLDER
I, Davinder Singh Kohli, in my capacity as a Promoter Selling Shareholder, hereby confirm that all statements, disclosures
and undertakings specifically 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, those made or confirmed by or relating
to the Company or any other Promoter Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
_________________________
Davinder Singh Kohli
Date: March 31, 2026
Place: Bathinda
565DECLARATION BY PROMOTER SELLING SHAREHOLDER
I, Amrit Paul Singh Kohli, in my capacity as a Promoter Selling Shareholder, hereby confirm that all statements,
disclosures and undertakings specifically 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, those made or confirmed by
or relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
_________________________
Amrit Paul Singh Kohli
Date: March 31, 2026
Place: Bathinda
566DECLARATION BY PROMOTER SELLING SHAREHOLDER
I, Jatinder Kaur Kohli, in my capacity as a Promoter Selling Shareholder, hereby confirm that all statements, disclosures
and undertakings specifically 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, those made or confirmed by or relating
to the Company or any other Promoter Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
_________________________
Jatinder Kaur Kohli
Date: March 31, 2026
Place: Bathinda
567DECLARATION BY PROMOTER SELLING SHAREHOLDER
I, Inder Pal Kaur Kohli, in my capacity as a Promoter Selling Shareholder, hereby confirm that all statements, disclosures
and undertakings specifically 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, those made or confirmed by or relating
to the Company or any other Promoter Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
_________________________
Inder Pal Kaur Kohli
Date: March 31, 2026
Place: Bathinda
568