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RED HERRING PROSPECTUS
August 6, 2025
(This Red Herring Prospectus will be updated upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR Code to view the RHP)
REGAAL RESOURCES LIMITED
Corporate Identification Number: U15100WB2012PLC171600
REGISTERED AND CORPORATE CONTACT PERSON E-MAIL AND TELEPHONE WEBSITE
OFFICE
6th Floor, D2/2, Block-EP & GP, Sector-V, Tinku Kumar Gupta, Company Secretary Email: cs@regaal.in www.regaalresources.com
Kolkata, West Bengal, India, 700091 and Compliance Officer Tel: 033 3522 2405
OUR PROMOTERS: ANIL KISHOREPURIA, SHRUTI KISHOREPURIA, KARAN KISHOREPURIA AND BFL PRIVATE LIMITED
DETAILS OF THE OFFER
TYPE FRESH ISSUE OFFER FOR TOTAL OFFER ELIGIBILITY AND SHARE RESERVATION AMONG QIBs, NIIs AND RIIs
SIZE SALE SIZE SIZE
Fresh Issue and Up to [●] Equity Up to 9,412,000 Up to [●] Equity The Offer is being made pursuant to Regulation 6(1) of the SEBI ICDR Regulations. For
Offer for Sale Shares of face value Equity Shares of Shares of face value further details, see ‘Other Regulatory and Statutory Disclosures - Eligibility for the Offer’
of ₹ 5 each face value of ₹ 5 of ₹ 5 each, on page 437. For details in relation to share reservation among QIBs, NIIs and RIIs, see
aggregating up to ₹ each aggregating up aggregating up to ₹ ‘Offer Structure’ on page 458.
2,100.00 million. to ₹ [●] million. [●] million.
DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS
NAME OF THE SELLING TYPE NO. OF EQUITY SHARES BEING WEIGHTED AVERAGE COST OF
SHAREHOLDER OFFERED / AMOUNT ACQUISITION PER EQUITY
(IN ₹ MILLION) SHARES* (IN ₹)
Anil Kishorepuria Promoter Selling Shareholder Up to 3,095,440 Equity Shares of face value 6.66
of ₹ 5 each aggregating up to ₹ [●] million
Shruti Kishorepuria Promoter Selling Shareholder Up to 2,212,000 Equity Shares of face value 6.69
of ₹ 5 each aggregating up to ₹ [●] million
BFL Private Limited Promoter Selling Shareholder Up to 2,532,300 Equity Shares of face value 37.89
of ₹ 5 each aggregating up to ₹ [●] million
SRM Private Limited Promoter Group Selling Shareholder Up to 1,572,260 Equity Shares of face value 19.24
of ₹ 5 each aggregating up to ₹ [●] million
*As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Share is ₹ 5
each. The Floor Price, the Cap Price and the Offer Price as determined and justified by our Company, in consultation with the BRLMs, on the basis of the assessment of market demand for
the Equity Shares by way of the Book Building Process, in accordance with the SEBI ICDR Regulations, and as stated under ‘Basis for the Offer Price’ on page 137 should not be taken to
be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding
the price at which the Equity Shares will be traded after listing.
GENERAL 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 SEBI, nor does SEBI guarantee
the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to ‘Risk Factors’ on page 36.
ISSUER’S AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the
Offer which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Red Herring Prospectus as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each Selling Shareholder, severally and not jointly, accepts
responsibility only for and confirms the statements made or undertaken expressly or confirmed by them in this Red Herring Prospectus only to the extent of information specifically
pertaining to it and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material
respect. Each Selling Shareholder, severally and not jointly, assumes no responsibility for any other statement in this Red Herring Prospectus, including, inter alia, any other statements
made by or relating to our Company or its business or any other Selling Shareholders.
LISTING
The Equity Shares of face value ₹5 each to be offered through this Red Herring Prospectus are proposed to be listed on the BSE Limited (BSE) and the National Stock Exchange of India
Limited (NSE, and together with the BSE, the Stock Exchanges). For the purposes of the Offer, BSE is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
LOGO NAME OF THE BOOK RUNNING CONTACT PERSON E-MAIL AND TELEPHONE
LEAD MANAGER
Pantomath Capital Advisors Private Limited Kaushal Patwa E-mail: regaal.ipo@pantomathgroup.com
Tel:1800 889 8711
Sumedha Fiscal Services Limited Ajay K Laddha E-mail: clm_sfsl@sumedhafiscal.com
Tel: +91 332 229 8936 / 6813 5900
REGISTRAR TO THE OFFER
LOGO NAME OF THE REGISTRAR CONTACT PERSON E-MAIL AND TELEPHONE
MUFG Intime India Private Limited Shanti Gopalkrishnan E-mail:
(Formerly Link Intime India Private regaalresources.ipo@in.mpms.mufg.com
Limited) Tel: +91 810 811 4949
BID/OFFER PERIOD
ANCHOR INVESTOR Monday, August 11, BID/OFFER OPENS ON* Tuesday, August BID/OFFER CLOSES Thursday, August 14, 2025
BID/ OFFER PERIOD 2025 12, 2025 ON^
OPENS AND CLOSES
ON*
*Our Company in consultation with the BRLMs, may consider participation by the Anchor Investors in accordance with the SEBI ICDR Regulations.
^UPI mandate end time and date shall be at 5pm, on Bid/Offer Closing Date.RED HERRING PROSPECTUS
August 6, 2025
(This Red Herring Prospectus will be updated upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
REGAAL RESOURCES LIMITED
Our Company was originally incorporated as ‘Regal Resources Private Limited’, at Kolkata as a private limited company under the Companies Act, 1956
and received a certificate of incorporation issued by the RoC on January 02, 2012. Subsequently, pursuant to a special resolution passed by the Shareholders
of our Company on October 10, 2015, the name of our Company was changed to ‘Regaal Resources Private Limited’ and a fresh certificate of incorporation
dated October 26, 2015 was issued to our Company by the RoC. Thereafter, our Company was converted into a public limited company pursuant to a
special resolution passed by the Shareholders of our Company on November 10, 2021 and the name of our Company was changed to ‘Regaal Resources
Limited’ and a fresh certificate of incorporation dated March 30, 2022 was issued to our Company by RoC. For details of changes in the name and registered
office of our Company, see ‘History and Certain Corporate Matters’ on page 280.
Registered and Corporate Office: 6th Floor, D2/2, Block-EP & GP, Sector-V, Kolkata, West Bengal, India, 700091; Contact Person: Tinku
Kumar Gupta, Company Secretary and Compliance Officer; Tel: 033 3522 2405; E-mail: cs@regaal.in; Website: www.regaalresources.com
Corporate Identification Number: U15100WB2012PLC171600
OUR PROMOTERS: ANIL KISHOREPURIA, SHRUTI KISHOREPURIA, KARAN KISHOREPURIA AND BFL PRIVATE LIMITED
INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 5 EACH (EQUITY SHARES) OF REGAAL RESOURCES LIMITED (COMPANY)
FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (OFFER PRICE) AGGREGATING UP TO
₹ [●] MILLION (OFFER) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 2,100.00 MILLION BY OUR COMPANY (FRESH
ISSUE) AND AN OFFER FOR SALE OF UP TO 9,412,000 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY THE SELLING SHAREHOLDERS (OFFER
FOR SALE) COMPRISING UP TO 3,095,440 EQUITY SHARES OF FACE VALUE OF ₹ 5 EACH AGGREGATING UP TO ₹ [●] MILLION BY ANIL KISHOREPURIA, UP
TO 2,212,000 EQUITY SHARES OF FACE VALUE OF ₹ 5 EACH AGGREGATING UP TO ₹ [●] MILLION, BY SHRUTI KISHOREPURIA, UP TO 2,532,300 EQUITY
SHARES OF FACE VALUE OF ₹ 5 EACH AGGREGATING UP TO ₹ [●] MILLION BY BFL PRIVATE LIMITED (EACH, A PROMOTER SELLING SHAREHOLDER)
AND UP TO 1,572,260 EQUITY SHARES OF FACE VALUE OF ₹ 5 EACH AGGREGATING UP TO ₹ [●] MILLION BY SRM PRIVATE LIMITED, (PROMOTER GROUP
SELLING SHAREHOLDER, AND TOGETHER THE PROMOTER SELLING SHAREHOLDERS, AND SUCH EQUITY SHARES, THE OFFERED SHARES). THE OFFER
SHALL CONSTITUTE [●] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF EQUITY SHARES IS ₹ 5 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND
THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE
ADVERTISED IN ALL EDITIONS OF THE FINANCIAL EXPRESS, AN ENGLISH LANGUAGE NATIONAL DAILY WITH WIDE CIRCULATION, ALL EDITIONS OF
JANSATTA, A HINDI LANGUAGE NATIONAL DAILY WITH WIDE CIRCULATION, AND ALL EDITIONS OF DAINIK STATESMAN, A BENGALI LANGUAGE
DAILY NEWSPAPER WITH WIDE CIRCULATION (BENGALI BEING THE REGIONAL LANGUAGE OF WEST BENGAL WHERE OUR REGISTERED OFFICE IS
LOCATED), AT LEAST 2 WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (BSE) AND
THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE, AND TOGETHER WITH THE BSE, THE STOCK EXCHANGES) FOR THE PURPOSE OF
UPLOADING ON THEIR RESPECTIVE WEBSITES, IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (SEBI ICDR REGULATIONS).
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least 3 additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period
not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company in consultation with the BRLMs, for reasons to be recorded in writing,
extend the Bid/Offer Period for a minimum of 1 Working Day, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer
Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the respective websites of the
BRLMs and at the terminals of the other members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable.
The Offer is being made through Book Building Process, in terms of Rule 19(2)(b) of the Securities Contacts (Regulation) Rules, 1957 (SCRR), read with Regulation 31 of the SEBI ICDR
Regulations. The Offer is being made in accordance with Regulation 6(1) of the SEBI ICDR Regulations, through the Book Building Process wherein not more than 50% of the Offer shall
be available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs) (such portion referred to as QIB Portion), provided that our Company, in consultation with the
BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (Anchor Investor Portion), out of which
one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor
Investors (Anchor Investor Allocation Price), in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the
balance Equity Shares shall be added to the 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. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation
in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Offer shall be available for allocation
on a proportionate basis to Non-Institutional Investors out of which (a) one-third of such portion shall be reserved for applicants with application size of more than ₹ 0.2 million and up to
₹ 1.00 million; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of such
sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Investors and not less than 35% of the 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. All potential Bidders (except Anchor Investors) are required to
mandatorily use the Application Supported by Blocked Amount (ASBA) process providing details of their respective ASBA accounts, and UPI ID in case of UPI Bidders, if applicable, in
which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank(s) under the UPI Mechanism, as applicable, to the extent of the respective Bid Amounts.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. For further details, see ‘Offer Procedure’ on page 462.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 5
each. The Floor Price, the Cap Price and the Offer Price as determined and justified by our Company, in consultation with the BRLMs, on the basis of the assessment of market demand for
the Equity Shares by way of the Book Building Process, in accordance with the SEBI ICDR Regulations, and as stated under ‘Basis for the Offer Price’ on page 137 should not be taken to
be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding
the price at which the Equity Shares will be traded after listing.
GENERAL 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 SEBI, nor does SEBI guarantee
the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to ‘Risk Factors’ on page 36.
ISSUER’S AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the
Offer which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Red Herring Prospectus as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each Selling Shareholder, severally and not jointly, accepts
responsibility only for and confirms the statements made or undertaken expressly or confirmed by them in this Red Herring Prospectus only to the extent of information specifically
pertaining to it and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material
respect. Each Selling Shareholder, severally and not jointly, assumes no responsibility for any other statement in this Red Herring Prospectus, including, inter alia, any other statements
made by or relating to our Company or its business or any other Selling Shareholder.LISTING
The Equity Shares of face value ₹5 each to be offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’
approvals from BSE and NSE for listing of the Equity Shares pursuant to letters each dated March 21, 2025, respectively. For the purposes of the Offer, BSE is the Designated Stock
Exchange. A signed copy of this Red Herring Prospectus has been filed with the RoC in accordance with Sections 26(4) and a signed copy of the Prospectus shall be filed with the RoC in
accordance with 32 of the Companies Act, 2013. For further details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus until the
Bid/Offer Closing Date, see ’Material Contracts and Documents for Inspection’ on page 560.
BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER
Pantomath Capital Advisors Private Limited Sumedha Fiscal Services Limited MUFG Intime India Private Limited (formerly Link
Pantomath Nucleus House, Saki Vihar Road, 6A Geetanjali, 8B Middleton Street, Intime India Private Limited)
Andheri (East), Mumbai – 400 072, Kolkata – 70 0071, C-101, 247 Park, 1st Floor, LBS Marg, Vikhroli (West),
Maharashtra, India West Bengal, India Mumbai - 400 083, Maharashtra, India
Tel: 1800 889 8711 Tel: +91 332 229 8936 / 6813 5900 Tel: +91 810 811 4949
E-mail: regaal.ipo@pantomathgroup.com E-mail: clm_sfsl@sumedhafiscal.com E-mail: regaalresources.ipo@in.mpms.mufg.com
Website: www.pantomathgroup.com Website: www.sumedhafiscal.com Website: www.in.mpms.mufg.com
Investor grievance e-mail: Investor grievance e-mail: Investor grievance e-mail:
investors@pantomathgroup.com mb_compliance@sumedhafiscal.com regaalresources.ipo@in.mpms.mufg.com
Contact person: Kaushal Patwa Contact person: Ajay K Laddha Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INM000012110 SEBI Registration Number: INM000008753 SEBI Registration Number: INR000004058
BID/OFFER PERIOD
ANCHOR INVESTOR Monday, August 11, 2025 BID/OFFER OPENS ON* Tuesday, August 12, 2025 BID/OFFER CLOSES Thursday, August 14, 2025
BIDDING DATE* ON^
* Our Company with the BRLMs, may consider participation by the Anchor Investors in accordance with the SEBI ICDR Regulations.
^ UPI mandate end time and date shall be at 5 pm, on Bid/Offer Closing Date.
(Remainder of the page has been intentionally left blank)Contents
SECTION I: GENERAL ...................................................................................................................................... 5
DEFINITIONS AND ABBREVIATIONS ............................................................................................................. 5
SUMMARY OF THE OFFER DOCUMENT ...................................................................................................... 21
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION .................................................................................................................... 31
FORWARD-LOOKING STATEMENTS ............................................................................................................ 34
SECTION II: RISK FACTORS ........................................................................................................................ 36
SECTION III: INTRODUCTION .................................................................................................................... 78
THE OFFER ......................................................................................................................................................... 78
SUMMARY OF FINANCIAL INFORMATION ................................................................................................ 80
GENERAL INFORMATION ............................................................................................................................... 86
CAPITAL STRUCTURE ..................................................................................................................................... 97
SECTION IV: PARTICULARS OF THE OFFER ....................................................................................... 124
OBJECTS OF THE OFFER ............................................................................................................................... 124
BASIS FOR THE OFFER PRICE ...................................................................................................................... 137
STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................. 149
SECTION V: ABOUT THE COMPANY ....................................................................................................... 157
INDUSTRY OVERVIEW .................................................................................................................................. 157
OUR BUSINESS ................................................................................................................................................ 238
KEY REGULATIONS AND POLICIES ........................................................................................................... 273
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................... 280
OUR MANAGEMENT ...................................................................................................................................... 288
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................ 307
DIVIDEND POLICY ......................................................................................................................................... 314
SECTION VI: FINANCIAL INFORMATION ............................................................................................. 315
RESTATED FINANCIAL INFORMATION..................................................................................................... 315
OTHER FINANCIAL INFORMATION ............................................................................................................ 376
FINANCIAL INDEBTEDNESS ........................................................................................................................ 378
CAPITALISATION STATEMENT ................................................................................................................... 381
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................... 382
SECTION VII: LEGAL AND OTHER INFORMATION ........................................................................... 420
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................ 420
GOVERNMENT AND OTHER APPROVALS ................................................................................................ 426
GROUP COMPANIES ....................................................................................................................................... 431
OTHER REGULATORY AND STATUTORY DISCLOSURES ..................................................................... 436
SECTION VIII: OFFER RELATED INFORMATION ............................................................................... 451
TERMS OF THE OFFER ................................................................................................................................... 451
OFFER STRUCTURE ....................................................................................................................................... 458
OFFER PROCEDURE ....................................................................................................................................... 462
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................. 483
SECTION IX: DESCRIPTION OF EQUITY SHARES AND MAIN PROVISIONS OF THE ARTICLES
OF ASSOCIATION .......................................................................................................................................... 485
SECTION X: OTHER INFORMATION ....................................................................................................... 560
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................... 560
DECLARATIONS.............................................................................................................................................. 563SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This 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. References to any
statutes, legislations, regulations, rules, guidelines or policies shall be to such act, regulation, rule, guideline or
policy as amended, supplemented or re-enacted from time to time and any reference to a statutory provision shall
include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the same meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the
SCRA, the Depositories Act and the rules and regulations made thereunder. In case of any inconsistency between
the definitions given below and the definitions contained in the General Information Document (as defined below),
the definitions given below shall prevail.
Notwithstanding the foregoing, terms used in ‘Description of Equity Shares and Main Provisions of the Articles
of Association’, ‘Statement of Special Tax Benefits’, ‘Basis for the Offer Price’, ‘Industry Overview’, ‘Our
Business’, ‘History and Certain Corporate Matters’, ‘Key Regulations and Policies’, ‘Financial Information’ ,
‘Restated Financial Information’, ‘Outstanding Litigation and Material Developments on page 485, 149, 137,
157, 238, 280, 273, 315, 315 and 420 respectively, shall have the meaning ascribed to such terms in the relevant
section.
General terms
Term Description
‘our Company’, ‘Company’ Regaal Resources Limited, a company incorporated under Companies Act, 1956
or ‘Issuer’ and having its registered and corporate office situated at 6th Floor, D2/2, Block-
EP & GP, Sector-V, Kolkata, West Bengal, India, 700091.
‘we’, ‘us’, or ‘our’ Unless the context otherwise indicates or implies or refers to our Company.
Company related terms
Term Description
AoA/ Articles of Association/ Articles of association of our Company, as amended.
Articles
Audit Committee The audit committee of our Company, constituted in accordance with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing
Regulations and as described in ‘Our Management – Committees of Our
Board’ on page 295.
Auditors or Statutory Auditors The Statutory Auditors of our Company, namely Singhi & Co., Chartered
Accountants, firm registration no 302049E.
Board or Board of Directors The board of directors of our Company, as constituted from time to time. For
further details, see ‘Our Management - Board of Directors’ on page 288.
Chairman The Chairman of our Company, namely, Anil Kishorepuria.
Chief Financial Officer or The Chief Financial Officer of our Company, namely, Saikat Chatterjee.
CFO
Company Secretary and The Company Secretary and Compliance Officer of our Company, namely,
Compliance Officer Tinku Kumar Gupta.
Committee(s) Duly constituted committee(s) of the Board.
Connected Persons Collectively, Shruti Family Trust, Genesis Exports Private Limited (formerly
known as Genesis Exports Limited), La Opala RG Limited, GDJ Housing
Private Limited, SKJ Investments Private Limited, SKJ Estate Private
Limited, Radiant Packaging Private Limited and Ishita Housing Private
Limited.
Corporate Promoter BFL Private Limited.
Corporate Social The corporate social responsibility committee of our Company, constituted in
Responsibility Committee accordance with the applicable provisions of the Companies Act, 2013 and as
described in ‘Our Management – Committees of Our Board’ on page 295.
5Term Description
Director(s) The director(s) on the Board of our Company.
Equity Shares Equity shares of our Company of face value of ₹ 5 each.
ESOP Scheme Regaal Resources Limited Employee Stock Option Plan – 2024
Executive Director(s) The executive director(s) of our Company.
F&S or Frost and Sullivan Frost & Sullivan (India) Private Limited.
F&S Report or Industry Report titled ‘Industry Report on Maize Starch and Derivative Products’
Report prepared by F&S dated July 21, 2025.
Group Companies In terms of the SEBI ICDR Regulations, the term ‘group companies’,
includes: (i) such companies (other than promoter(s) and subsidiary(ies)) with
which our Company had related party transactions during the periods for
which financial information is disclosed, as covered under applicable
accounting standards, and (ii) any other companies considered material by our
Board.
Independent Director(s) Independent directors on our Board, and who are eligible to be appointed as
independent directors under the provisions of the Companies Act and the
SEBI Listing Regulations. For details of the Independent Directors, see ‘Our
Management’ on page 288.
Independent Chartered The independent chartered accountant appointed by our Company, namely
Accountant Sanmarks & Associates, firm registration no 003343N
Individual Promoter(s) Anil Kishorepuria, Shruti Kishorepuria, and Karan Kishorepuria
Key Managerial Personnel / Key managerial personnel of our Company in accordance with Regulation
KMP 2(1) (bb) of the SEBI ICDR Regulations and Section 2(51) of the Companies
Act and as disclosed in ‘Our Management – Key Managerial Personnel’ on
page 303.
Managing Director The Managing Director of our Company, namely, Anil Kishorepuria.
Manufacturing Facility Premise situated at Bhatgaon, PO-Galgalia, block-Thakurganj, Dist-
Kishanganj, Bihar - 855106
Materiality Policy The policy adopted by our Board pursuant to its resolution dated July 24, 2025
for identification of: (a) material outstanding litigation proceedings; (b)
Group Companies; and (c) material creditors, in accordance with the
disclosure requirements under the SEBI ICDR Regulations and for the
purpose of disclosure in the Draft Red Herring Prospectus, this Red Herring
Prospectus and the Prospectus.
Memorandum of Association The memorandum of association of our Company, as amended.
or MoA
Nomination and The nomination and remuneration committee of our Company, constituted in
Remuneration Committee accordance with the applicable provisions of the Companies Act and the SEBI
Listing Regulations and as described in ‘Our Management – Committees of
Our Board’ on page 295.
Non-Executive Director(s) The non-executive Director(s) of our Company, namely, Munish Jhajharia.
For further details, see ‘Our Management’ on page 288.
Promoter(s) Anil Kishorepuria, Shruti Kishorepuria, Karan Kishorepuria and BFL Private
Limited are the promoters of our Company.
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
Promoter, Promoter Group’ on page 307.
Registrar of Companies or Registrar of Companies, West Bengal at Kolkata.
RoC
Registered and Corporate The registered and corporate office of our Company, situated at 6th Floor,
Office D2/2, Block-EP & GP, Sector-V Kolkata, West Bengal, India, 700091.
Related Individuals Collectively, Sushil Jhunjhunwala, Gyaneshwari Jhunjhunwala, and Ajit
Jhunjhunwala.
Restated Financial The Restated Financial Information of our Company comprises the restated
Information statement of assets and liabilities as at financial years ended March 31, 2025,
March 31, 2024, and March 31, 2023, the restated statement of profit and loss
(including other comprehensive income), the restated statement of changes in
equity and the restated statement of cash flows for the financial years ended
March 31, 2025, March 31, 2024, and March 31, 2023 and the material
6Term Description
accounting policies and other explanatory information of our Company in
accordance with the requirements of Section 26 of Part 1 of Chapter III of the
Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note
on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accounts of India, as amended from time to time.
Risk Management Committee The risk management committee of our Company, constituted in accordance
with the applicable provisions of the SEBI Listing Regulations and as
described in ‘Our Management - Committees of Our Board’ on page 295.
Promoter Selling Anil Kishorepuria, Shruti Kishorepuria and BFL Private Limited
Shareholder(s)
Promoter Group Selling SRM Private Limited
Shareholder
Senior Management / SM Senior management of our Company in accordance with Regulation 2(1)
(bbbb) of the SEBI ICDR Regulations and as disclosed in ‘Our Management-
Senior Management’ on page 303.
Selling Shareholder(s) Collectively, Promoter Selling Shareholders and Promoter Group Selling
Shareholder
Shareholder(s) Shareholder(s) holding Equity Shares of our Company whose names are
entered into (i) the register of members of our Company; or (ii) the records of
a depository as a beneficial owner of Equity Shares, from time to time.
Stakeholders’ Relationship Stakeholders’ relationship committee of our Board, constituted in accordance
Committee with the applicable provisions of the Companies Act, 2013 and the SEBI
Listing Regulations, and as described in ‘Our Management – Committees of
Our Board’ on page 295.
Whole-Time Director The whole-time directors of our Company, namely, Karan Kishorepuria. For
further details, see ‘Our Management’ on page 288.
Offer 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 a Designated Intermediary to a Bidder as proof
of registration of the Bid cum Application Form.
Allot, Allotment or Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant
to the Fresh Issue and transfer of the Offered Shares by the Selling Shareholders
pursuant to the Offer for Sale to the successful Bidders.
Allotment Advice A note or advice or intimation of Allotment sent to all the Bidders who have Bid
in the Offer after the Basis of Allotment has been approved by the Designated
Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anchor Investor A QIB, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and this Red Herring
Prospectus which has bid for an amount of at least ₹ 100.00 million.
Anchor Investor Allocation The price at which the Equity Shares will be allocated to the Anchor Investors
Price in terms of this Red Herring Prospectus and Prospectus, which will be decided
by our Company, in consultation with the BRLM(s), during 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 this Red Herring Prospectus and Prospectus.
Anchor Investor Bidding The day, being 1 Working Day prior to the Bid/Offer Opening Date, on which
Date Bids by the Anchor Investors shall be submitted and allocation to the Anchor
Investors shall be completed.
7Term Description
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor
Investors in terms of this 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(s).
Anchor Investor Pay-In Date With respect to the 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, a date not later than 1 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(s), to the Anchor Investors on a discretionary basis,
in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations.
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make
Blocked Amount or ASBA a Bid and authorizing 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 with an SCSB by an ASBA Bidder, as specified in
the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount
mentioned in the relevant ASBA Form and includes the account of a UPI
Bidders which is blocked upon acceptance of a UPI Mandate Request made by
the UPI Bidder using the UPI Mechanism.
ASBA Bid A Bid made by an ASBA bidder.
ASBA Bidders All Bidders except Anchor Investor(s).
ASBA Form(s) An application form, whether physical or electronic, used by ASBA Bidders
which will be considered as the application for Allotment in terms of this Red
Herring Prospectus and the Prospectus.
Bankers to the Offer Collectively, the Escrow Collection Bank, the Refund Bank, the Sponsor Bank
and the Public Offer Account Bank, as the case may be.
Basis of Allotment The Basis on which the Equity Shares will be Allotted to successful Bidders
under the Offer, and which is described in ‘Offer Structure’ on page 458.
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding
Date by an Anchor Investor pursuant to submission of the Anchor Investor
Application Form, to subscribe to or purchase the Equity Shares at a price within
the Price Band, including all revisions and modifications thereto as permitted
under the SEBI ICDR Regulations and in terms of this Red Herring Prospectus
and the Bid cum Application form. The term ‘Bidding’ shall be construed
accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form
and, in the case of RIBs Bidding at the Cut-off Price, the Cap Price multiplied
by the number of Equity Shares Bid for by such Retail Individual Bidder and
mentioned in the Bid cum Application Form and payable by the Bidder or
blocked in the ASBA Account of the ASBA Bidders, as the case may be, upon
submission of the Bid.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context
requires.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
8Term Description
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 Thursday,
August 14, 2025, which shall be published in all editions of the Financial
Express, an English language national daily with wide circulation and all
editions of Jansatta, a Hindi language national daily with wide circulation and
all editions of Dainik Statesman, a Bengali language daily newspaper with wide
circulation (Bengali being the regional language of Kolkata, West Bengal where
our Registered Office is located).
In case of any revisions, the extended Bid / Offer Closing Date shall also be
notified on the websites of the BRLMs and at the terminals of the members of
the Syndicate, as required under the SEBI ICDR Regulations, which shall also
be notified in an advertisement in the 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 from
which the Designated Intermediaries will accept any Bids, being Tuesday,
August 12, 2025, which shall be published in all editions of the Financial
Express, an English language national daily with wide circulation and all
editions of Jansatta, a Hindi language national daily with wide circulation and
all editions of Dainik Statesman, a Bengali language daily newspaper with wide
circulation (Bengali being the regional language of Kolkata, West Bengal where
our Registered Office is located).
Bid/Offer Period Except in relation to the 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 this Red
Herring Prospectus.
Our Company may, in consultation with the BRLMs, consider closing the
Bid/Offer Period for the QIB Category 1 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
in consultation with the BRLMs, for reasons to be recorded in writing, extend
the Bid/Offer Period for a minimum of 1 Working Day, subject to the Bid/Offer
Period not exceeding 10 Working Days.
Bidder(s) / Applicant(s) Any prospective investor who makes a Bid pursuant to the terms of this Red
Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an Anchor Investor.
Bidding Centres The centres at which at the Designated Intermediaries shall accept the ASBA
Forms, i.e., Designated SCSB Branches for SCSBs, Specified Locations for
Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations
for RTAs and Designated CDP Locations for CDPs.
The details of such Broker Centres, along with the names and the contact details
of the Registered Brokers are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com), and updated from time
to time.
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made.
Book Running Lead The book running lead manager(s) to the Offer namely, Pantomath Capital
Manager(s) or BRLM(s) Advisors Private Limited and Sumedha Fiscal Services Limited.
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the
ASBA Forms to a Registered Broker and in case of RIBs only ASBA Forms
with UPI.
The details of such Broker Centres, along with the names and contact details of
the Registered Brokers are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com).
9Term Description
CAN or Confirmation of Notice or intimation of allocation of the Equity Shares sent to the Anchor
Allocation Note Investors, who 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.
Cap Price shall be at least 105% of the Floor Price and shall not exceed 120%
of the Floor Price.
Cash Escrow and Sponsor Agreement dated July 31, 2025 entered amongst our Company, the Selling
Bank Agreement Shareholders, the Registrar to the Offer, the BRLMs, the Syndicate Member and
the Bankers to the Offer for the appointment of the Escrow and Sponsor Bank(s)
in accordance with the Circular on Streamlining of Public Issues, the collection
of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer
Account and where applicable, refunds of the amounts collected from Bidders,
on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation
to demat account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered
Participant(s) or CDP(s) with SEBI and who is eligible to procure Bids at the Designated CDP Locations
in terms of the UPI Circulars and SEBI Master Circular (to the extent
applicable), as per the list available on the websites of BSE and NSE, as updated
from time to time.
Collecting Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure
Share Transfer Agents or Bids at the Designated RTA Locations in terms of the UPI Circular.
CRTAs
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs which
shall be any price within the Price Band.
Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Bidders are not entitled to
Bid at the Cut-off Price.
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, PAN, DP
ID, Client ID and bank account details and UPI ID, where applicable.
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms. The
details of such Designated CDP Locations, along with names and contact details
of the CDPs 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 the Escrow Collection Bank transfer funds from the Escrow
Accounts to the Public Offer Account or the Refund Account, as the case may
be, and instructions are given to the SCSBs (in case of UPI Bidders using UPI
Mechanism, instructions through the Sponsor Bank) for the transfer of amounts
blocked by the SCSBs in the ASBA Accounts to the Public Offer Account or
the Refund Account, as appropriate, in terms of this Red Herring Prospectus and
the Prospectus following which Equity Shares will be Allotted in the Offer to
the successful Bidders.
10Term Description
Designated Intermediaries In relation to ASBA Forms submitted by RIBs (not using the UPI Mechanism)
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, Registered Brokers, CDPs 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 RTAs where Bidders can submit the ASBA Forms to
RTAs.
The details of such Designated RTA Locations, along with names and contact
details of the RTAs eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com).
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
http://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 BSE Limited
Draft Red Herring The draft red herring prospectus dated December 31, 2024 issued in accordance
Prospectus or DRHP with the SEBI ICDR Regulations, which did not contain complete particulars of
the Offer, including the price at which the Equity Shares will be Allotted and the
size of the Offer.
Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an
Offer/ invitation under the Offer and in relation to whom the Bid cum
Application Form and the Red Herring Prospectus constitutes an invitation to
purchase the Equity Shares offered thereby.
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer
or invitation under the Offer and in relation to whom the ASBA Form and this
Red Herring Prospectus will constitute an invitation to subscribe to or to
purchase the Equity Shares.
Escrow Account(s) Non-lien and non-interest-bearing accounts opened with the Escrow Collection
Bank and in whose favour the Anchor Investors will transfer money through
NACH/direct credit/NEFT/RTGS in respect of the Bid Amount when
submitting a Bid.
Escrow Collection Bank Bank which is a clearing member and registered with SEBI as banker to an offer,
under the Securities and Exchange Board of India (Bankers to an Issue)
Regulations, 1994, and with whom the Escrow Account in relation to the Offer
for Bids by Anchor Investors, will be opened, in this case being Axis Bank
Limited.
First Bidder / 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 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.
Fresh Issue The fresh issue component of the Offer comprising of an issuance of up to [●]
Equity Shares of face value of ₹ 5 each at ₹ [●] per Equity Share (including a
premium of ₹ [●] per Equity Shares) aggregating up to ₹ 2,100.00 million by
our Company.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of
the Fugitive Economic Offenders Act, 2018.
11Term Description
General Information The General Information Document for investing in public issues prepared and
Document or GID issued in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars, as amended from time to time.
The General Information Document shall be available on the websites of the
Stock Exchanges and the BRLM(s).
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company.
ISIN International Securities Identification Number.
Maximum RIB Allottees Maximum number of RIBs who can be allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available for Allotment
to RIBs by the minimum Bid Lot, subject to valid Bids being received at or
above the Offer Price.
Minimum Promoter Aggregate of 20% of the fully diluted post-Offer equity share capital of our
Contribution Company that is eligible to form part of the minimum promoters’ contribution,
as required under the provisions of the SEBI ICDR Regulations, held by our
Promoters that shall be locked-in for a period of 18 months from the date of
Allotment. For details regarding the Minimum Promoters’ Contribution, please
refer to chapter titled ‘Capital Structure’ beginning on page 97.
Monitoring Agency CARE Ratings Limited
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=43 or such other website as may be updated from time to time, which
may be used by Bidders to submit Bids using the UPI Mechanism.
Monitoring Agency The agreement dated August 5, 2025, entered into between our Company and
Agreement the Monitoring Agency.
Mutual Fund Portion 5% of the Net QIB Portion (excluding the Anchor Investor Portion), or [●]
Equity Shares which shall be available for allocation to Mutual Funds only on a
proportionate basis, subject to valid Bids being received at or above the Offer
Price.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996.
Net Proceeds The Offer Proceeds less our Company’s share of the Offer related expenses
applicable to the Fresh Issue. For further details regarding the use of the Net
Proceeds and the Offer expenses, see ‘Objects of the Offer’ on page 124.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors.
Non-Institutional Investors/ All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for
NIIs or Non-Institutional Equity Shares for an amount of more than ₹ 0.20 million (but not including NRIs
Bidders/ NIB(s) 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
Bidders in accordance with 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 NIBs with application size exceeding ₹ 0.20 million up to ₹ 1.00 million;
and (ii) two-thirds shall be reserved for NIBs with application size exceeding ₹
1.00 million.
Provided that the unsubscribed portion in either of the sub-categories specified
in clauses (a) or (b), may be allocated to applicants in the other sub-category of
Non-Institutional Bidders.
Non-Resident Person resident outside India, as defined under FEMA and includes NRIs,
FVCIs, VCFs, and FPIs.
12Term Description
Offer The initial public offer of the Equity Shares comprising of the Fresh Issue and
the Offer for Sale. The initial public offer of up to [●] Equity Shares of face
value of ₹ 5 each for cash at a price of ₹[●] each, aggregating up to ₹[●] million,
comprising of a Fresh Issue of up to [●] Equity Shares aggregating up to ₹
2,100.00 million; and Offer for Sale of up to 9,412,000 Equity Shares
aggregating up to ₹ [●] million by the Selling Shareholders.
Offer Agreement Agreement dated December 31, 2024, read with the amendment to the Offer
Agreement dated July 28, 2025, amongst our Company, the Selling
Shareholders and the BRLM(s) pursuant to which certain arrangements have
been agreed to in relation to the Offer.
Offer for sale The offer for sale of up to 9,412,000 Equity Shares by the Selling Shareholders
at the Offer Price aggregating up to ₹ [●] million comprising of offer for sale of
up to 3,095,440 Equity Shares of face value ₹ 5 each aggregating up to ₹[●]
million by Anil Kishorepuria, offer for sale of up to 2,212,000 Equity Shares of
face value ₹ 5 each aggregating up to ₹ [●] million by Shruti Kishorepuria, offer
for sale of up to 2,532,300 Equity Shares of face value ₹ 5 each aggregating up
to ₹[●] million by BFL Private Limited, and offer for sale of up to 1,572,260
Equity Shares of face value ₹ 5 each aggregating up to ₹ [●] million by SRM
Private Limited
Offer Price The final price (within the price band) at which Equity Shares will be Allotted
to successful Bidders, other than Anchor Investors in terms of this Red Herring
Prospectus and Prospectus. Equity Shares will be Allotted to Anchor Investors
at the Anchor Investor Offer Price which will be decided by our Company in
consultation with the BRLMs in terms of the Red Herring Prospectus and the
Prospectus.
The Offer Price will be decided by our Company, in consultation with this
BRLM(s) on the Pricing Date, in accordance with the Book Building Process
and in terms of this Red Herring Prospectus.
Offer Proceeds The proceeds of the Offer available to our Company and the Selling
Shareholders. The proceeds of the Fresh Issue shall be available to our Company
and the proceeds of the Offer for Sale shall be available to the Selling
Shareholders. For further information about use of the Offer Proceeds, see
‘Objects of the Offer’ on page 124.
Offered Shares Up to 9,412,000 Equity Shares of face value of ₹ 5 each aggregating up to ₹ [●]
million offered for sale by the Selling Shareholders. For details, see ‘The Offer’
on page 78.
Pantomath Pantomath Capital Advisors Private Limited
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 Price Band and the minimum Bid Lot for the Offer will be decided
by our Company, in consultation with the BRLM(s), and will be advertised in
all editions of the Financial Express, an English language national daily with
wide circulation and all editions of Jansatta, a Hindi language national daily with
wide circulation and all editions of Dainik Statesman, a Bengali language daily
newspaper with wide circulation (Bengali being the regional language of
Kolkata, West Bengal where our Registered Office is located) at least 2 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.
Provided that the Cap Price shall be the minimum 105% of the Floor Price and
shall not exceed more than 120% of the Floor Price.
Pricing Date The date on which our Company in consultation with the BRLMs, will finalise
the Offer Price.
13Term Description
Prospectus The prospectus to be filed with the RoC for this Offer in accordance with the
provisions of Section 26 of the Companies Act 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 Bank account opened with the Public Offer Account Bank under Section 40(3)
of the Companies Act to receive monies from the Escrow Account and ASBA
Accounts on the Designated Date.
Public Offer Account Bank The bank with which the Public Offer Account is opened for collection of Bid
Amounts from Escrow Account and ASBA Account on the Designated Date, in
this case being HDFC Bank Limited.
QIB Category or QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more
than 50% of the Offer consisting of [●] Equity Shares which shall be available
for allocation to QIBs (including Anchor Investors), subject to valid Bids being
received at or above the Offer Price or Anchor Investor Offer Price (for Anchor
Investors).
Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
Buyers or QIBs or QIB ICDR Regulations.
Bidders
Red Herring Prospectus or This Red Herring Prospectus dated August 6, 2025, issued in accordance with
RHP Section 32 of the Companies Act and the provisions of the SEBI ICDR
Regulations, which does not have complete particulars of the Offer Price and the
size of the Offer, including any addenda or corrigenda thereto.
This Red Herring Prospectus will be filed with the RoC at least 3 Working Days
before the Bid / Offer Opening Date and will become the Prospectus upon filing
with the RoC after the Pricing Date.
Refund Account(s) The account opened with the Refund Bank, from which refunds, if any, of the
whole or part of the Bid Amount to the Anchor Investor(s) shall be made.
Refund Bank(s) The Banker to the Offer with whom the Refund Account(s) has been opened, in
this case being Axis Bank Limited.
Registered Brokers Stockbrokers registered under SEBI (Stockbrokers) Regulations, 1992, as
amended with the Stock Exchanges having nationwide terminals, other than the
BRLMs and the Syndicate Member.
Registrar Agreement Agreement dated December 31, 2024, read with the amendment to the Registrar
Agreement dated July 28, 2025, amongst our Company, the Selling
Shareholders, and the Registrar to the Offer, in relation to the responsibilities
and obligations of the Registrar to the Offer pertaining to the Offer.
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure
Agents or RTAs Bids at the Designated RTA Locations in terms of the SBI RTA Master Circular,
as per the list available on the respective websites the Stock Exchanges
(www.bseindia.com and www.nseindia.com), and the UPI Circulars.
Registrar to the Offer or MUFG Intime India Private Limited (Formerly Link Intime India Private
Registrar Limited)
Retail Individual Bidder(s) or Individual Bidders who have Bid for the Equity Shares for an amount not more
Retail Individual Investors or than ₹ 0.20 million in any of the bidding options in the Offer (including HUFs
RIB(s) or RII(s) applying 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 comprising of [●]
Equity Shares which shall be available for allocation to Retail Individual Bidders
in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received at or above the Offer Price.
14Term Description
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 Bidders are not allowed to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Bidders 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 The banks registered with SEBI, which offer the facility of ASBA services, (i)
Bank(s) or SCSB(s) in relation to ASBA, where the Bid Amount will be blocked by authorising an
SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=34 and updated from time to time and at such other websites as may be
prescribed by SEBI from time to time, (ii) in relation to UPI Bidders using the
UPI Mechanism, a list of which is available on the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm
Id=40 or such other website as updated from time to time
Share Escrow Agent Share Escrow agent appointed pursuant to the Share Escrow Agreement, in this
case being, MUFG Intime India Private Limited (formerly Link Intime India
Private Limited).
Share Escrow Agreement Agreement dated July 31, 2025, entered into amongst the Selling Shareholders,
our Company and the Share Escrow Agent in connection with the transfer of
Equity Shares under the Offer by each Selling Shareholders and credit of such
Equity Shares to the demat account of the Allottees.
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders
and in case of RIBs, only ASBA Forms with UPI.
Sponsor Banks The Bankers to the Offer registered with SEBI, a list of which is available on
the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=41 and update from time to time, which is appointed by our Company
to act as a conduit between the Stock Exchanges and the NPCI in order to push
the mandate collect requests and / or payment instructions of the UPI Bidders
into the UPI, the Sponsor Banks in this Offer being HDFC Bank Limited and
Axis Bank Limited.
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited.
Sumedha Fiscal Sumedha Fiscal Services Limited
Syndicate or the members of Together, the BRLMs and the Syndicate Member.
the Syndicate
Syndicate Agreement Agreement dated July 31, 2025, entered into among our Company, the Registrar
to the Offer, the Selling Shareholders, the BRLMs and the Syndicate Member
in relation to collection of Bid cum Application Forms by Syndicate.
Syndicate Member Intermediaries registered with SEBI who are permitted to accept bids,
applications and place order with respect to the Offer and carry out activities as
an underwriter, namely, Asit C. Mehta Investment Interrmediates Limited.
Systemically Important In a context of a Bidder, a systemically important non-banking financial
NBFC company registered with RBI and as defined under Regulation 2(1)(iii) of the
SEBI ICDR Regulations
Underwriters [●].
Underwriting Agreement The agreement dated [●] among the Underwriters, our Company, and the Selling
Shareholders to be entered into on or after the Pricing Date but prior to filing of
Prospectus.
UPI Unified Payment Interface, which is an instant payment mechanism, developed
by NPCI.
15Term Description
UPI Bidder(s) Collectively, individual investors applying as (i) Retail Individual Bidders in the
Retail Portion, and (ii) Non-Institutional Bidders with an application size of
more than ₹ 0.20 million and up to ₹ 0.50 million in the Non-Institutional
Portion, and Bidding under the UPI Mechanism through ASBA Form(s)
submitted with Syndicate Member, Registered Brokers, Collecting Depository
Participants and Registrar and Share Transfer Agents.
Pursuant to SEBI ICDR Master Circular, all individual investors applying in
public issues where the application amount is up to ₹ 0.5 million 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 Offer and share transfer agent (whose name is
mentioned on the website of the stock exchange as eligible for such activity).
UPI Circular Collectively, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019, SEBI RTA Master Circular dated June 23, 2025 to the extent
issued by the Stock Exchanges in this regard, including the NSE circular number
25/2022 dated August 3, 2022, and BSE circular number 20220803-40 dated
August 3, 2022 and any subsequent circulars or notifications issued by SEBI or
Stock Exchanges in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the
NPCI.
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI linked
mobile application and by way of a SMS directing the UPI Bidder to such UPI
linked mobile application) to the UPI Bidder initiated by the Sponsor Bank to
authorise blocking of funds on the UPI application equivalent to Bid Amount
and subsequent debit of funds in case of Allotment.
UPI Mechanism The mechanism that may be used by UPI Bidders to make a Bid in the Offer in
accordance with the UPI Circulars.
Wilful Defaulter or A wilful defaulter or a fraudulent borrower as defined in Regulation 2(1)(lll) of
Fraudulent Borrower the SEBI ICDR Regulations or a fraudulent borrower in terms of RBI’s Master
Circular dated July 1, 2016, and relevant circulars issued by RBI.
Working Day All days on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid /Offer
Period, ‘Working Day’ shall mean all days, excluding all Saturdays, Sundays
and public holidays, on which commercial banks in Mumbai are open for
business; and (c) the time period between the Bid / Offer Closing Date and the
listing of the Equity Shares on the Stock Exchanges, ‘Working Day’ shall mean
all trading days of Stock Exchanges, excluding Sundays and bank holidays, as
per the circulars issued by SEBI.
Technical / industry related terms
Term Description
BIIPP Bihar Industrial Investment Promotion Policy
BIS Bureau of Indian Standards
FSSAI Food Safety and Standards Authority of India
GDP Gross Domestic Product
ICD Inland Container Depot
R&D Research and Development
TPD Tonnes per day
Explanation for KPI metrics
16KPI Explanation
Revenue from Operations Revenue from Operations is used by our management to track the revenue
profile of the business and in turn helps assess the overall financial
performance of our Company and size of our business.
Revenue from Operations Revenue CAGR growth provides information regarding the growth in terms
CAGR of our business for the respective period, in terms of CAGR.
EBITDA EBITDA provides information regarding the operational efficiency of the
business
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial
performance of our business
Profit after Tax (PAT) Profit after Tax (PAT) for the year provides information regarding the overall
profitability of the business
PAT Margin (%) PAT Margin is an indicator of the overall profitability and financial
performance of our business
Total Borrowings Total Borrowings is used by us to track our leverage position on time to time
Net Worth Net worth is used to track the book value and overall value of shareholders’
equity
Return on Equity (ROE) (%) Return on Equity provides how efficiently our Company generates profits
from shareholders’ funds
Return on Capital Employed Return on Capital Employed provides how efficiently our Company
(ROCE) (%) generates earnings from the capital employed in the business
Debt-Equity Ratio Debt to Equity Ratio is used to measure the financial leverage of our
Company and provides comparison benchmark against peers
Gross Block Gross block is the sum total of all assets of our Company valued at their cost
of acquisition. It is an indicator of how asset heavy/light a business is
Addition to Property, Plant Addition to Property, Plant, and Equipment refers to investments made by a
and Equipment company in acquiring, upgrading, or constructing long-term physical assets
Fixed Assets Turnover Fixed Asset Turnover is the efficiency at which our Company is able to
deploy its assets (on net block basis) to generate the Revenue from
Operations
Cash Conversion Cycle (in Cash Conversion Cycle days indicate the working capital requirements in
days) relation to revenue generated from operations
Total installed capacity in Total installed capacity is the maize crushing capacity of our Company in
metric tonnes per day metric tonnes per day
No. of employees Number of employees indicate the no. of employees employed during the
year by our Company.
No. of customers Number of customers indicate the no. of customers served by our Company.
Conventional and general terms and abbreviations
Term Description
₹, Rs., Rupees or INR Indian Rupees
A/C Account
AGM Annual General Meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under
the SEBI AIF Regulations
AS or Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of
India
Banking Regulation Act The Banking Regulation Act, 1949
‘Bn’ or ‘bn’ Billion
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I FPI(s) FPIs who are registered as ‘Category I foreign portfolio investors’ under the
SEBI FPI Regulations
Category II FPI(s) FPIs who are registered as ‘Category II foreign portfolio investors’ under
the SEBI FPI Regulations
CC Cash Credit
CDSL Central Depository Services (India) Limited
COGS Cost of Goods Sold
17Term Description
Companies Act, 1956 Erstwhile Companies Act, 1956 along with the relevant rules made
thereunder
Companies Act/ Companies Companies Act, 2013, along with the relevant rules, regulations,
Act, 2013 clarifications, circulars and notifications issued thereunder
COVID-19 The novel coronavirus disease which was declared as a Public Health
Emergency of International Concern on January 30, 2020, and a pandemic
on March 11, 2020 by the World Health Organisation
CSR Corporate Social Responsibility
CY Calendar Year.
Depositories Together, NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s Identification
‘DP’ or ‘Depository A depository participant as defined under the Depositories Act
Participant’
DPIIT Department for Promotion of Industry and Internal Trade
EBITDA Earnings before interest, taxes, depreciation, and amortization.
EBITDA Margin EBITDA / Total Income
EGM Extraordinary General Meeting
EMDE(s) Emerging Markets and Developing Economies
EPS Earnings per Share
FCNR Account Foreign Currency Non-Resident Account
FDI Foreign Direct Investment
FEMA The Foreign Exchange Management Act, 1999, read with rules and
regulations thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
‘Financial Year’, ‘Fiscal’, Unless stated otherwise, the period of 12 months ending March 31 of that
‘fiscal’, ‘Fiscal Year’ or ‘FY’ particular year
FPI(s) Foreign Portfolio Investors as defined under the SEBI FPI Regulations
FVCI Foreign Venture Capital Investors as defined and registered under the SEBI
FVCI Regulations
GAAP Generally Accepted Accounting Principles
GDP Gross domestic product
‘GoI’ or ‘Government’ Government of India
GST Goods and services tax
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Income Tax Act or IT Act Income Tax Act, 1961
Ind AS / Indian Accounting Indian Accounting Standards prescribed under section 133 of the
Standards Companies Act, 2013, as notified by the Ind AS Rules
Ind AS Rules The Companies (Indian Accounting Standard) Rules, 2015, as amended
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
KYC Know Your Customer
MCA Ministry of Corporate Affairs, Government of India
MSME Micro, Small & Medium Enterprises
Mutual Fund(s) A mutual fund registered with SEBI under the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996.
‘N.A.’ or ‘NA’ Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NEFT National Electronic Fund Transfer
NBFC-SI A systemically important non-banking financial company as defined under
Regulation 2(1)(iii) of the SEBI ICDR Regulations
18Term Description
No. Number
NPCI National Payments Corporation of India
‘NR’ or ‘Non-Resident’ A person resident outside India, as defined under FEMA and includes NRIs,
FPIs and FVCIs.
NRE Account Non-Resident External Accounts
NRI A person resident outside India, who is a citizen of India as defined under
the Foreign Exchange Management (Deposit) Regulations, 2016 or an
‘Overseas Citizen of India Cardholder’ within the meaning of Section 7(A)
of the Citizenship Act, 1955
NRO Non-Resident Ordinary
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
‘OCB’ or ‘Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body’ indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of 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 FEMA. OCBs are not allowed to
participate in the Offer
PAT Profit After Tax
PAT Margin PAT / Revenue from operations
PBT Profit Before Tax
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
ROE Return on Equity
RoNW Return on Net Worth
ROCE Return on Capital Employed
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 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 Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Master Circular or SEBI SEBI master circular bearing reference number SEBI/HO/CFD/PoD-
ICDR Master Circular 1/P/CIR/2024/0154 dated November 11, 2024.
SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/POD-
1/P/CIR/2024/37 dated May 7, 2024, to the extent it pertains to UPI.
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations,
Regulations 1992, as amended
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 Funds)
Regulations, 1996, as repealed by the SEBI AIF Regulations
Stock Exchanges Together, BSE and NSE
19Term Description
‘U.S.’ or ‘USA’ or ‘United United States of America
States’
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
‘USD’ or ‘US$’ United States Dollars
VCFs Venture Capital Funds as defined in and registered with SEBI under the
SEBI VCF Regulations
WCDL Working Capital Demand Loan
20SUMMARY OF THE OFFER DOCUMENT
Unless otherwise indicated, industry and market data used in this section has been derived from F&S Report
prepared and issued by F&S, appointed by us pursuant to engagement letter dated June 21, 2024, and exclusively
commissioned and paid for by us in connection with the Offer. Unless otherwise indicated, all industry and other
related information derived from the F&S Report and included herein with respect to any particular year refers
to such information for the relevant calendar year. F&S Report was appointed by our Company and is not
connected to our Company, our Directors, and our Promoters. A copy of the F&S Report is available on the
website of our Company at https://regaalresources.com/industry-report/.
This section is a general summary of the terms of the Offer and of certain disclosures included in this Red Herring
Prospectus and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Red Herring
Prospectus or all details relevant to prospective investors. This summary should be read in conjunction with, and
is qualified in its entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus,
including ‘Risk Factors’, ‘Industry Overview’, ‘Our Business’, ‘Capital Structure’, ‘The Offer’ and ‘Outstanding
Litigation and Material Developments’ on pages 36, 157, 238, 97, 78 and 420, respectively.
Summary of business
Our Company is headquartered in Kolkata and our manufacturing plant with zero liquid discharge (ZLD) maize
milling plant (Manufacturing Facility) spread across 54.03 acres is located in Kishanganj, Bihar. We cater to
domestic and international customers across diverse industries including food products, paper, animal feed, and
adhesives. Our business model is structured around catering to 3 broad segments of customers viz. Manufacturers
of end products, Manufacturers of intermediate products, and Distributors / Wholesale traders. We have over the
years augmented our operations and undertaken multiple capacity expansions.
For details, see ‘Our Business’ on page 238.
Summary of industry
According to F&S Report, maize is the largest crop in the Feed grain segment in India. Around 80-83% of Maize
in India is cultivated in Kharif season and remaining 17-20% is grown in Rabi. Maize starch Co- Products market
in India was around 1.31 million tons in 2024 which is valued up to USD 570 Million. The global Native Maize
Starch market is projected to register a growth of CAGR 3.65 % during 2024-2029. The Global Native Maize
Starch market was valued at USD 30,818 Million in 2024 and is expected to reach USD 36,874 Million by 2029.
For details, see ‘Industry Overview’ on page 157.
Name of Promoters
Anil Kishorepuria, Shruti Kishorepuria, Karan Kishorepuria and BFL Private Limited; are the Promoters of our
Company. For details, see ‘Our Promoter and Promoter Group’ on page 307.
Offer size
Offer of Equity Shares(1) Up to [●] Equity Shares of face value of ₹ 5 each, aggregating up to ₹ [●]
million
of which
Fresh Issue(1) Up to [●] Equity Shares of face value of ₹ 5 each, aggregating up to ₹
2,100.00 million
Offer for Sale(2) Up to 9,412,000 Equity Shares of face value of ₹ 5 each aggregating up to
₹ [●] million by the Selling Shareholders
(1) The Offer has been authorised by our Board pursuant to the resolution passed at its meeting dated July 24, 2025 and the
Fresh Issue has been authorised by our Shareholders pursuant to a special resolution passed at their meeting dated July 25,
2025. Further, our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to the
resolution passed at its meeting dated December 24, 2024, and July 24, 2025.
(2) Each of the Selling Shareholders confirms that the Equity Shares being offered by the Selling Shareholders are eligible for
being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. Each of the Selling
21Shareholders have, consented for the sale of their respective portion of the Offered Shares in the Offer for Sale. For further
details of the authorizations received for the Offer, see ‘Other Regulatory and Statutory Disclosures’ on page 436.
The Offer shall constitute [●] % of the post-Offer paid-up Equity Share capital of our Company. For further
details, see ‘The Offer’ on page 78.
Objects of the Offer
The Net Proceeds are proposed to be used in accordance with the details provided in the below table:
(₹ in million)
Particulars Estimated Amount
Repayment and / or pre-payment, in full or part, of certain borrowings 1,590.00
availed by our Company
General corporate purposes(1) [●]
Net Proceeds(1) [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. In
compliance with Regulation 7(2) of the SEBI ICDR Regulations, the amount utilised for general corporate purposes shall not
exceed 25% of the Gross Proceeds of the Offer.
Aggregate Pre-Offer shareholding of Promoter and Promoter Group and Selling Shareholders as a
percentage of the paid-up Equity Share capital
Set out below is the aggregate pre-Offer Equity shareholding and percentage of the pre-Offer paid-up Equity Share
capital, of each of our Promoters, members of our Promoter Group and Selling Shareholders as on the date of this
Red Herring Prospectus:
Sr. Name of the Shareholders No. of Equity Shares Percentage of total pre-
No. held Offer paid up equity
share capital (%)
Promoters
1. Anil Kishorepuria 28,276,536 34.43
2. Shruti Kishorepuria 30,441,624 37.06
3. BFL Private Limited 14,674,650 17.87
4. Karan Kishorepuria 960,000 1.17
Sub-Total (A) 74,352,810 90.52
Promoter Group
1. SRM Private Limited 7,198,130 8.76
2. Raj Kumar Kishorepuria HUF 155,000 0.19
3. Raj Kumar Kishorepuria 70,000 0.09
Sub-Total (B) 7,423,130 9.04
Total (A+B) 81,775,940 99.56
For further details, see ’Capital Structure’ on page 97.
Shareholding of Promoters, Promoter Group and additional top 10 Shareholders (other than the
Promoters and Promoter Group) of our Company
Set out below is the shareholding of our Promoters, Promoter Group and additional top 10 Shareholders (other
than the Promoters and Promoter Group) of our Company as of the date of allotment:
Sr. Pre-Offer shareholding Post-Offer shareholding at Allotment(1)
No. Shareholders Number of Shareholding At the lower end of the At the upper end of the
Equity (in %) price band (₹ [●]) price band (₹ [●])
Shares of Number Shareholding Number Shareholding
face value ₹ of Equity (in %)(2) of (in %)(2)
5 each Shares(2) Equity
Shares(2)
Promoters (A)
1. Anil 28,276,536 34.43 [●] [●] [●] [●]
Kishorepuria*
22Sr. Pre-Offer shareholding Post-Offer shareholding at Allotment(1)
No. Shareholders Number of Shareholding At the lower end of the At the upper end of the
Equity (in %) price band (₹ [●]) price band (₹ [●])
Shares of Number Shareholding Number Shareholding
face value ₹ of Equity (in %)(2) of (in %)(2)
5 each Shares(2) Equity
Shares(2)
2. Shruti 30,441,624 37.06 [●] [●] [●] [●]
Kishorepuria*
3. BFL Private 14,674,650 17.87 [●] [●] [●] [●]
Limited*
4. Karan 960,000 1.17 [●] [●] [●] [●]
Kishorepuria
Sub-total (A) 74,352,810 90.52 [●] [●] [●] [●]
Promoter Group (B)
5. SRM Private 7,198,130 8.76 [●] [●] [●] [●]
Limited*
6. Raj Kumar 155,000 0.19 [●] [●] [●] [●]
Kishorepuria
HUF
7. Raj Kumar 70,000 0.09 [●] [●] [●] [●]
Kishorepuria
Sub-total (B) 7,423,130 9.04 [●] [●] [●] [●]
Top 10 Shareholders (other than Promoters and Promoter group) (C)
8. Rohan 360,000 0.44 [●] [●] [●] [●]
Kishorepuria
Sub-total (C) 360,000 0.44 [●] [●] [●] [●]
Total (A+B+C) 82,135,940 100.00 [●] [●] [●] [●]
* Also, Selling Shareholders
Note: To be updated in the Prospectus
(1) This will include any transfers of Equity Shares by existing Shareholders until the date of the Prospectus.
(2) Based on the Offer price of ₹ [●] and subject to finalisation of the basis of allotment.
Summary of Restated Financial Information
Set out below is the summary of selected financial information of our Company derived from the Restated
Financial Information:
(₹ in million except per share data or unless otherwise specified)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Equity Share capital 410.68 95.85 95.85
Net worth(1) 2,354.10 1,266.09 1,044.11
Revenue from operations(2) 9,151.61 6,000.23 4,879.55
Profit/ (loss) after tax for the period/ year(3) 476.68 221.42 167.58
Basic earnings per share(4) (in ₹) 6.05 2.89 2.20
Diluted earnings per share(5) (in ₹) 6.03 2.89 2.20
Net asset value per Equity Share(6) 28.66 16.51 13.62
Total Borrowings(7) 5,070.48 3,572.13 1,889.32
Return on Net Worth (%) (8) 20.25 17.49 16.05
Debt to Equity Ratio (%)(9) 2.08 2.65 1.68
(1) Net Worth is 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 / fair value gain of Freehold land on transition to Ind AS of ₹ 80.98 million, and write back of
depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations;
(2) Revenue from Operations is the revenue from operations as per the Restated Financials Information;
(3) Profit / (Loss) for the year is the restated profit / (loss) for the year after tax as per the Restated Financial Information;
(4) In accordance with Ind AS 33, Basic earnings per share is calculated by dividing the restated profit or loss for the year
attributable to equity shareholders of our Company by the weighted average number of Equity Shares outstanding during
the year;
(5) Diluted earnings is calculated by dividing the restated profit/(loss) for the year attributable to equity shareholders of our
Company by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all
dilutive potential Equity Shares during the year;
The Basic and Diluted Earnings per Share is calculated after giving effect of bonus and split
23(6) Net Asset Value per equity share is calculated as Net Worth as of the end of relevant year divided by the number of equity
shares outstanding at the end of the year. The Net Asset Value per share disclosed above is after considering the impact
of bonus and subdivision of equity shares;
(7) Total borrowings represent sum of current and non-current borrowings;
(8) Return on net worth is calculated as restated profit/(loss) for the year divided by net worth;
(9) Debt to Equity Ratio is calculated as total borrowings divided by total equity.
Qualifications by the Statutory Auditors which have not been given effect to in the Restated Financial
Information
There are no qualifications included by our Statutory Auditors in the financial statements which have not been
given effect to in the Restated Financial Information.
Summary of Outstanding Litigation and Material Developments
Set out below is a summary of outstanding litigation proceedings involving our Company, Promoters and
Directors, Key Managerial Personnel and members of Senior Management as on the date of this Red Herring
Prospectus:
Sr. Name of Criminal Tax Statutory/ Disciplinary Material Aggregate
No. Entity Proceedings proceedings Regulatory actions by civil amount
proceedings the SEBI or litigation involved
stock (₹ in million)*
Exchanges
against our
Promoter
1. Company
By our 1 - - - 1 19.30
Company
Against our Nil 1 Nil Nil Nil 23.29
Company
2. Promoters
By our Nil - - - Nil Nil
Promoter
Against our 1 Nil Nil Nil Nil Nil
Promoter
3. Directors (other than Promoters)
By our Nil - - - 1 24.67
Directors
Against our 1 Nil Nil Nil Nil Nil
Directors
4. Key Managerial Personnel and members of Senior Management (other than Promoters and Directors)
By our 1 - - - - Nil
KMPs /
members of
Senior
Management
Against our Nil - Nil - - Nil
KMPs /
members of
Senior
Management
* To the extent quantifiable.
As on the date of this Red Herring Prospectus, there are no outstanding litigation proceedings involving our Group
Companies, the outcome of which could have a material impact on our Company. For details, see ‘Outstanding
Litigation and Material Development’ on page 420.
Risk Factors
Specific attention of Investors is invited to ‘Risk Factors’ on page 36. Investors are advised to read the risk factors
carefully before taking an investment decision in the Offer.
24Summary of contingent liabilities and commitments of our Company
The details of the contingent liabilities of our Company as on March 31, 2025, derived from the Restated Financial
Information are set forth below:
Particulars As on March 31, 2025
(₹ in million)
Demands / claims by various government authorities and other claims not acknowledged as debts
- Goods and Service Tax -
- Income tax 23.29
Guarantees:
Guarantees to Financial Institutions against credit facilities -
extended to third parties
Total 23.29
For further details, see ‘Restated Financial Information’ on page 315.
Summary of Related Party Transactions
Set out below are the details of our related party transactions from our Restated Financial Information as at Fiscal
2025, Fiscal 2024, and Fiscal 2023:
(₹ in million or unless otherwise specified)
Summary of transactions with the For the % of For the % of For the % of
related parties year Revenue year Revenue year Revenue
ended from ended from ended from
March Operatio March Operatio March Operatio
31, 2025 ns 31, 2024 ns 31, 2023 ns
Unsecured Loan Taken by Company
Anil Kishorepuria - - 18.00 0.30 92.10 1.89
BFL Private Limited 712.50 7.79 1,457.08 24.28 586.90 12.03
Jiwansagar Promotors Pvt Ltd - - - - 1.70 0.03
Jiwansagar Times Pvt Ltd - - - - 0.01 0.00
Jiwansagar Towers Pvt Ltd - - 94.20 1.57 17.26 0.35
Shruti Kishorepuria - - - - 6.84 0.14
SRM Pvt. Ltd. 21.50 0.23 367.33 6.12 128.03 2.62
Unsecured Loan Repaid by Company
(inclusive of interest paid)
Anil Kishorepuria - - 35.49 0.59 77.63 1.59
BFL Private Limited 355.16 3.88 795.78 13.26 459.44 9.42
Bijay Kumar Kishorepuria - - 0.14 0.00 1.33 0.03
Contessa Commercial Co P Ltd - - - - 1.11 0.02
Jiwansagar Promotors Pvt. Ltd. - - 0.06 0.00 3.14 0.06
Jiwansagar Times Pvt Ltd - - - - 43.02 0.88
Jiwansagar Towers Pvt Ltd 87.85 0.96 17.08 0.28 25.47 0.52
Raj Kumar Kishorepuria - - 0.35 0.01 4.72 0.10
Sajjan Kumar Kishorepuria - - 0.14 0.00 1.45 0.03
Shiv Kumar Kishorepuria - - 0.14 0.00 1.36 0.03
Shruti Kishorepuria - - - - 9.03 0.19
AGL Glass Pvt Ltd 114.66 1.25 52.17 0.87 - 0.00
SRM Pvt. Ltd. 212.09 2.32 34.88 0.58 110.09 2.26
Interest on Unsecured Loan
AGL Glass pvt ltd 0.03 0.00 16.18 0.27 - -
Anil Kishorepuria - - 0.45 0.01 2.28 0.05
25Summary of transactions with the For the % of For the % of For the % of
related parties year Revenue year Revenue year Revenue
ended from ended from ended from
March Operatio March Operatio March Operatio
31, 2025 ns 31, 2024 ns 31, 2023 ns
BFL Private Limited 52.06 0.57 23.75 0.40 4.13 0.08
Bijay Kumar Kishorepuria - - 0.05 0.00 0.36 0.01
Jiwan Sagar Promotors Pvt. Ltd. - - - - 0.06 0.00
Jiwansagar Times Pvt Ltd - - - - 0.82 0.02
Jiwansagar Towers Pvt Ltd 6.42 0.07 5.21 0.09 0.23 0.00
Raj Kumar Kishorepuria - - - - 0.29 0.01
Sajjan Kumar Kishorepuria - - - - 0.36 0.01
Shiv Kumar Kishorepuria - - - - 0.36 0.01
Shruti Kishorepuria - - - - 0.06 0.00
SRM Pvt. Ltd. 13.54 0.15 12.42 0.21 1.38 0.03
Rent
Jiwan Sagar Promotors Pvt. Ltd. - - - - 1.16 0.02
Sriyash Infrastructures LLP 8.65 0.09 8.65 0.14 10.09 0.21
Purchase of Capital Items
Inservia Innovations Pvt Ltd - - - - 0.15 0.00
Jiwansagar Times Pvt Ltd - - - - 4.88 0.10
Sagar Business Pvt. Ltd. 18.34 0.20 - - - -
Jiwansaagar Realty Pvt Ltd 0.25 0.00 - - - -
Purchase of Land
Anil Kishorepuria - - - - 63.21 1.30
Purchase of Goods
Jiwan Sagar Promotors Pvt. Ltd. - - 11.20 0.19 0.52 0.01
Jiwansagar Times Pvt Ltd - - - - 23.54 0.48
Purchase of Trading Items
Jiwansagar Times Pvt Ltd - - 36.63 0.61 - -
SCI India Ltd. - - 38.19 0.64 - -
Sales of Goods
SCI India Ltd. - - 0.85 0.01 - -
BFL Private Limited 0.08 0.00 - - 0.08 0.00
Remuneration
Anil Kishorepuria 30.00 0.33 24.00 0.40 24.00 0.49
Karan Kishorepuria 4.80 0.05 4.80 0.08 4.80 0.10
Navneet Baheti - - 6.88 0.11 4.20 0.09
Raj Kumar Kishorepuria - - - - 1.78 0.04
Shruti Kishorepuria 7.63 0.08 7.20 0.12 7.20 0.15
Chaitee Baral - - - - 0.09 0.00
Rajendra Acharya 3.13 0.03 6.67 0.11 - -
Saikat Chatterjee 4.15 0.05 0.33 0.01 - -
Urmi Chaudhary 0.19 0.00 1.51 0.03 0.95 0.02
Tinku Kumar Gupta 0.69 0.01 - - - -
Sitting Fees
Sheetal Jhunjhunwala 1.26 0.01 0.60 0.01 - -
Dinabandhu Mohapatra 1.26 0.01 0.72 0.01 - -
26Summary of transactions with the For the % of For the % of For the % of
related parties year Revenue year Revenue year Revenue
ended from ended from ended from
March Operatio March Operatio March Operatio
31, 2025 ns 31, 2024 ns 31, 2023 ns
Rajesh Raghunath Pednekar 0.66 0.01 0.42 0.01 - -
Advance given by Company
Jiwansagar Times Pvt Ltd - - - 0.00 0.02 0.00
Saikat Chatterjee 0.15 0.00 - - - -
Sponsorship Fees
Krishnav Kishorepuria 2.89 0.03 6.43 0.11 5.98 0.12
Payment for Services
BFL Private Limited - - 0.27 0.00 - -
Jiwansaagaar Realty Pvt Ltd 0.27 0.00 - - 0.35 0.01
Sriyash Infrastructure LLP - - - - 0.02 0.00
SRM Pvt Ltd - - - - 0.08 0.00
Reimbursement of Expenses
BFL Private Limited 1.46 0.02 - - - -
SRM Pvt Ltd 0.96 0.01 - - - -
Equity Shares Issued (including
Securities Premium)
BFL Private Limited 500.00 5.46 - -
SRM Pvt Ltd 100.00 1.09 - - - -
Shruti Kishorepuria - - - - 40.46 0.83
For further details, see ‘Restated Financial Information’ on page 315.
Financing Arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company, other
than in the normal course of business of the relevant financing entity, during a period of 6 months immediately
preceding the date of this Red Herring Prospectus.
Average Cost of Acquisition of Equity Shares by our Promoters and the Selling Shareholders:
Set out below are the average cost of acquisition per Equity Share for our Promoters and Selling Shareholders as
on the date of this Red Herring Prospectus:
Sr. Name No. of Equity Shares Average cost of
No held acquisition per Equity
Share (in ₹)*^
Promoters
1. Anil Kishorepuria** 28,276,536 6.66
2. Shruti Kishorepuria** 30,441,624 6.69
3. Karan Kishorepuria 960,000 Nil
4. BFL Private Limited** 14,674,650 37.89
Selling Shareholder
5. SRM Private Limited 7,198,130 19.24
^ The number of equity shares acquired and the average cost of acquisition per Equity Share is calculated after giving effect
of bonus and split.
* As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
** Also, Selling Shareholders
27Weighted average price at which the Equity Shares were acquired by our Promoters and each of the Selling
Shareholders in the 1 year preceding the date of this Red Herring Prospectus
Set out below is the weighted average price at which the Equity Shares were acquired by our Promoters and the
Selling Shareholders in the 1 year preceding the date of this Red Herring Prospectus:
Name Number of Equity Shares Weighted Average Price at
acquired in the last 1 year which the Equity Shares
acquired in the last 1 year (in ₹)
Promoter
Anil Kishorepuria* 21,207,402 Nil
Shruti Kishorepuria* 22,831,218 Nil
Karan Kishorepuria 720,000 Nil
BFL Private Limited* 12,142,350 41.18
Selling Shareholder
SRM Private Limited 5,625,870 17.78
The number of Equity Shares acquired and the weighted average price of acquisition per equity share is calculated after giving
effect of bonus.
*Also, Selling Shareholders
As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
Details of price at which Equity Shares were acquired by our Promoter, the members of our Promoter
Group, Selling Shareholders and Shareholders with right to nominate Directors or other rights in the last
3 years preceding the date of this Red Herring Prospectus
Save and except for below, our Promoter, the members of our Promoter Group, and the Selling Shareholders have
not acquired any specified securities in the last 3 years preceding the date of this Red Herring Prospectus:
Sr. Name Date of Number of Face Value Acquisition
No. Acquisition Equity Shares (in ₹) price per
Acquired Equity Share
Promoters
1. Anil Kishorepuria* November 21,207,402 5 Nil
8,2024
2. Shruti Kishorepuria* November 8, 22,831,218 5 Nil
2024
3. BFL Private Limited* November 18, 4,545,450 5 110.00
2024
November 8, 7,596,900 5 Nil
2024
4. Karan Kishorepuria November 8, 7,20,000 5 Nil
2024
Promoter Group
1. SRM Private Limited* November 18, 909,090 5 110.00
2024
November 8, 4,716,780 5 Nil
2024
2. Raj Kumar Kishorepuria November 8, 116,250 5 Nil
(HUF) 2024
3. Raj Kumar Kishorepuria November 8, 52,500 5 Nil
2024
*Also, Selling Shareholders
As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
28There are no Shareholders who are entitled to nominate Directors or have any other special rights including but
not limited to information rights.
Weighted average cost of acquisition of all Equity Shares transacted in the 1 year, 18 months and 3 years
preceding the date of this Red Herring Prospectus
Period Weighted Average Cost of Cap Price is ‘X’ times Range of acquisition
Acquisition (in ₹)* the Weighted Average price: Lowest price –
Cost of Acquisition highest price*(in ₹)
Last 1 year 9.53 [●] 0-110
Last 18 months 9.53 [●] 0-110
Last 3 years 9.53 [●] 0-110
* As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
Details of pre-IPO Placement
Our Company has not undertaken any pre-IPO placement.
Issue of Equity Shares for consideration other than cash in the last 1 year
Other than the issue of bonus shares on November 8, 2024, our Company has not issued any Equity Shares in the
1 year immediately preceding the date of this Red Herring Prospectus, for consideration other than cash. For
further details, see ‘Capital Structure’ on page 97.
Split / Consolidation of Equity Shares of our Company in the last 1 year
Except for the sub-division of Equity Shares of face value of ₹ 10 each to ₹ 5 each, authorised by our Board
pursuant to the resolution at its meeting held on November 6, 2024 and by our Shareholders pursuant to the
resolution at their meeting held on November 6, 2024, our Company has not undertaken any split / consolidation
of its Equity Shares in 1 year preceding the date of this Red Herring Prospectus. For further details, see ‘Capital
Structure – Notes to the Capital Structure – Equity Share capital of our Company’ on page 98.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company had filed an application dated September 18, 2024 with SEBI under Regulation 300(1)(c) of the
SEBI ICDR Regulations, requesting for relaxation of the applicable provisions of the SEBI ICDR Regulations
with respect to identifying and disclosing, Sushil Jhunjhunwala, father of Shruti Kishorepuria; Gyaneshwari
Jhunjhunwala, mother of Shruti Kishorepuria and Ajit Jhunjhunwala, brother of Shruti Kishorepuria (collectively,
Related Individuals), and the body corporates/entities namely Shruti Family Trust, Genesis Exports Private
Limited (formerly known as Genesis Exports Limited), La Opala RG Limited, GDJ Housing Private Limited, SKJ
Investments Private Limited, SKJ Estate Private Limited, Radiant Packaging Private Limited and Ishita Housing
Private Limited (collectively, Connected Persons) from disclosing information and confirmations regarding, and
from, such natural person(s) and entities, as required under the SEBI ICDR Regulations (Exemption
Application). By way of a letter dated October 10, 2024 (bearing reference number SEBI/HO/CFD/RAC-
DIL2/P/OW/2024/31967/1), read with SEBI email dated December 31, 2024, SEBI has rejected the Exemption
Application and directed our Company to include the names of the relevant Related Individuals and Connected
Persons as members of our Promoter Group, and to disclose details pertaining to such individuals / entities based
on information available in the public domain. Since our Company has not been able to procure relevant
information, from, and in relation to, the Related Individuals and Connected Persons, and to comply with the
provisions of the SEBI ICDR Regulations, the disclosures in relation to the Related Individuals in the Draft Red
Herring Prospectus and this Red Herring Prospectus have been included to the best of our Company’s knowledge
and to the extent the information were available and accessible in the public domain including as published on the
websites of (i) Watchout Investors (accessible at https://www.watchoutinvestors.com/); (ii) CIBIL (accessible at
https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited (accessible
at https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis. Further, since
the Related Individuals and Connected Persons have expressed their unwillingness to be named as a member of
the Promoter Group in the Draft Red Herring Prospectus and this Red Herring Prospectus and any other document
in relation to the Offer and to provide the necessary information and confirmation sought, our Company has not
29been able to ascertain any other entity forming part of the Connected Persons which would qualify as a member
of our Promoter Group. Accordingly, details in relation to the Connected Persons, which may qualify as a member
of our Promoter Group have not been disclosed in the Draft Red Herring Prospectus and this Red Herring
Prospectus. For details, please see ‘Risk Factors - Some of the members of our Promoter Group have not consented
to the inclusion of, nor have they provided, information or any confirmations or undertakings pertaining to himself
or the entities in which they holds interest, which are required to be disclosed in relation to Promoter Group
under the SEBI ICDR Regulations in the Draft Red Herring Prospectus and this Red Herring Prospectus. The
disclosures relating to these members of the Promoter Group have been included in this the Draft Red Herring
Prospectus and Red Herring Prospectus based on information available in public domain. Accordingly, we cannot
assure you that the disclosures relating to such members of our Promoter Group are accurate, complete, or
updated. Further, details in relation to Connected Persons which may qualify as a member of our Promoter Group
have not been disclosed in the Draft Red Herring Prospectus and this Red Herring Prospectus’ on page 37.
30CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION
Certain Conventions
All references to ‘India’ contained in this Red Herring Prospectus are to the Republic of India. All references to
the ‘Government’, ‘Indian Government’, ‘GoI’, ‘Central Government’ are to the Government of India and all
references to the ‘State Government’ are to the government of the relevant state. All references to ‘US’, ‘USA’ or
‘United States’ are to the United States of America, together with its territories and possessions.
Page Numbers
Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers
of this Red Herring Prospectus.
Time
Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in Indian Standard Time. Unless
indicated otherwise, all references to a year in this Red Herring Prospectus are to a calendar year.
Financial Data
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year. Accordingly, all references to a particular Fiscal or Financial Year,
unless stated otherwise, are to the 12 month period commencing on April 1 of the immediately preceding calendar
year and ending on March 31 of that particular calendar year.
Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Red
Herring Prospectus is derived from the Restated Financial Information. The Restated Financial Information
comprises the restated statement of assets and liabilities as at financial year ended March 31, 2025, March 31,
2024, and March 31, 2023, the restated standalone statement of profit and loss (including other comprehensive
income), the restated standalone statement of changes in equity and the restated standalone statement of cash
flows for the financial year ended March 31, 2025 March 31, 2024, and March 31, 2023 and the material
accounting policies and other explanatory information annexed thereto. The Restated Financial Information, as
approved by our Board on July 24, 2025, have been prepared by our Company in accordance with the requirements
of Section 26 of Part 1 of Chapter III of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance
Note on Reports in company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. For
further information, see ‘Financial Information’ on page 315.
Non-GAAP Measures
Certain measures included and presented in this Red Herring Prospectus, for instance EBITDA, EBITDA margin,
and fixed assets turnover (Non-GAAP Measures), are supplemental measures of our performance and liquidity
that are not required by, or presented in accordance with, Ind AS, IFRS or U.S. GAAP. Furthermore, these Non-
GAAP Measures, are not a measurement of our financial performance or liquidity under Indian GAAP, IFRS or
U.S. GAAP and should not be considered as an alternative to net profit/loss, revenue from operations or any other
performance measures derived in accordance with Ind AS, IFRS or U.S. GAAP or as an alternative to cash flow
from operations or as a measure of our liquidity. In addition, Non-GAAP Measures used are not a standardised
term, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other
companies may calculate Non-GAAP Measures differently from us, limiting its usefulness as a comparative
measure. Please see ‘Risk Factor – We have included certain non-GAAP financial and operational measures
related to our operations and financial performance that may vary from any standard methodology that may be
applicable across the industry in which we operate, and which may not be comparable with financial, operational
or industry related statistical information of similar nomenclature computed and presented by similar companies’
on page 66.
There are significant differences between Ind AS, U.S. GAAP and IFRS. Please see ‘Risk Factor – Significant
differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which may be
material to the Restated Financial Information prepared and presented in accordance with SEBI ICDR
31Regulations contained in this Red Herring Prospectus’ on page 72. Our Company does not provide reconciliation
of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences
or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged that you
consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the
degree to which the financial information included in this 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, Ind AS, and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian
accounting policies and practices on the financial disclosures presented in this Red Herring Prospectus should,
accordingly, be limited.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. Except as stated otherwise, all figures in decimals have been rounded off to the
second decimal and all percentage figures have been rounded off to two decimal places.
Any figures sourced from third-party industry sources may be rounded off to other than two decimal points to
conform to their respective sources.
Currency and Units of Presentation
In this Red Herring Prospectus, unless the context otherwise requires, all references to (a) ‘Rupees’ or ‘₹’ or ‘Rs.’
or ‘INR’ are to Indian Rupees, the official currency of the Republic of India; (b) ‘US Dollars’ or ‘US$’ or ‘USD’
or ‘$’ are to United States Dollars, the official currency of the United States of America.
Our Company has presented certain numerical information in this Red Herring Prospectus in ‘million’ units, or in
absolute number where the number have been too small to present in million unless as stated, otherwise, as
applicable. 1 million represents ‘10 lakhs’ or 1,000,000. However, where any figures that may have been sourced
from third-party industry sources are expressed in denominations other than million, such figures appear in this
Red Herring Prospectus expressed in such denominations as provided in their respective sources.
Any percentage amounts, as set forth in ‘Risk Factors’, ‘Our Business’, ‘Management’s Discussion and Analysis
of Financial Conditions and Results of Operations’ on pages 36, 238, and 382 and elsewhere in this Red Herring
Prospectus, unless otherwise indicated, have been calculated based on our Restated Financial Information.
Exchange Rates
This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as
a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.
The following table sets forth, for the years indicated, information with respect to the exchange rate between the
Rupees and USD:
(In ₹)
Currency Exchange Rate as on
March 31, 2025 March 31, 2024 March 31, 2023
1 USD 85.58 83.37 82.22
Source: www.fbil.org.in
*Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous Working
Day has been disclosed. The reference rates are rounded off to two decimal places.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or
derived from publicly available information as well as a report titled ‘Industry Report on Maize Starch and
Derivative Products’ dated July 21, 2025, prepared and issued by F&S, appointed by us pursuant to an engagement
letter dated June 21, 2024, and exclusively commissioned and paid for by us in connection with the Offer. A copy
of the F&S Report is available on the website of our Company at https://regaalresources.com/industry-report/.
F&S was appointed by our Company and is not connected to our Company, our Directors, KMPs, members of
Senior Management, and our Promoters. For risks in relation to commissioned reports, see ‘Risk Factor – This
32Red Herring Prospectus contains information from an industry report prepared by F&S which we have
commissioned and paid for. on page 66.
Disclaimer of F&S
“Frost & Sullivan has taken due care and caution in preparing this report “Industry Report on Maize Starch and
Derivative Products” based on the information obtained by Frost & Sullivan from sources which it considers
reliable (“Data”). This “Industry Report on Maize Starch and Derivative Products” Report is not a
recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be
construed as an expert advice or investment advice or any form of investment banking within the meaning of any
law or regulation. Without limiting the generality of the foregoing, nothing in the Report is to be construed as
Frost & Sullivan providing or intending to provide any services in jurisdictions where Frost & Sullivan does not
have the necessary permission and/or registration to carry out its business activities in this regard. Regaal
Resources will be responsible for ensuring compliances and consequences of non-compliances for use of the
“Industry Report on Maize Starch and Derivative Products” Report or part thereof outside India. No part of this
Frost & Sullivan Report may be published/reproduced in any form without Frost & Sullivan’s prior written
approval”
Except for the F&S Report, we have not commissioned any report for purposes of the Draft Red Herring
Prospectus and this Red Herring Prospectus and any market and industry related data, other than that derived from
the F&S Report, used in this Red Herring Prospectus has been obtained or derived from publicly available
documents and other industry sources.
The data used in these sources may have been re-classified by us for the purposes of presentation. Data from these
sources may also not be comparable. Industry sources and publications are also prepared based on information as
of specific dates and may no longer be current or reflect current trends. Industry sources and publications may
also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect.
Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in the ‘Risk Factors’ on page 36. Accordingly, investors should not place undue
reliance on, or base their investment decision on this information.
Further, the extent to which the market and industry data used in this Red Herring Prospectus is meaningful
depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.
There are no standard data gathering methodologies in the industry in which we conduct our business, and
methodologies and assumptions may vary widely among different industry sources. In addition, certain data in
relation to our Company used in this Red Herring Prospectus has been obtained or derived from the F&S Report
which may differ in certain respects from our Restated Financial Information as a result of, inter alia, the
methodologies used in compiling such data. Accordingly, investment decision should not be made based on such
information.
33FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain “forward-looking statements” which are not historical facts. These
forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”,
“can”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “project”, “seek
to”, “will”, “will continue”, “will pursue” or other words or phrases of similar import but are not the exclusive
means of identifying such statements. Similarly, statements that describe our strategies, objectives, plans, goals,
future events, future financial performance, or financial needs are also forward-looking statements. All forward-
looking statements are subject to risks, uncertainties, expectations, and assumptions about us that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement.
These forward-looking statements, whether made by us or a third-party, are based on our current plans, estimates,
presumptions and expectations and actual results may differ materially from those suggested by forward-looking
statements due to risks or uncertainties associated with expectations relating to, inter alia, regulatory changes
pertaining to the industries in India in which we operate and our ability to respond to them, our ability to
successfully implement our strategy, our growth and expansion, technological changes, our exposure to market
risks, general economic and political conditions in India which have an impact on its 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 and changes in competition in the industries
in which we operate.
Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:
1. One of our Promoters, Anil Kishorepuria, is a party to a legal proceeding for alleged violation of Indian Penal
Code and the Prevention of Corruption Act, 1988. Any adverse order in this proceeding could have a material
impact on our reputation and business operations;
2. Purchase of maize from our top 10 vendors constituted more than 83% of our total cost of purchase of maize,
in each of the financial periods disclosed, and we typically do not enter into long-term contracts or
arrangements with such vendors. Any loss of such vendors/suppliers or any increase in the price could have
adverse impact on our business and our revenue;
3. Some of the members of our Promoter Group have not consented to the inclusion of, nor have they provided,
information or any confirmations or undertakings pertaining to himself or the entities in which they hold
interest, which are required to be disclosed in relation to Promoter Group under the SEBI ICDR Regulations
in this Red Herring Prospectus. The disclosures relating to these members of the Promoter Group have been
included in this Red Herring Prospectus based on information available in public domain. Accordingly, we
cannot assure you that the disclosures relating to such members of our Promoter Group are accurate, complete,
or updated. Further, details in relation to Connected Persons which may qualify as a member of our Promoter
Group have not been disclosed in this Red Herring Prospectus;
4. One of our Promoters i.e., Anil Kishorepuria and certain members of our Promoter Group were retrained
from associating with capital market related activities in the past; and
5. There are certain outstanding legal proceedings involving our Company, Promoters, and Directors, Key
Managerial Personnel and members of Senior Management which, if determined against us, could have a
material adverse effect on our business, cash flows, financial condition and results of operations.
For further discussion on factors that could cause actual results to differ from expectations, see ‘Risk Factors’,
‘Our Business’ and ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’
on pages 36, 238 and 382 respectively. By their nature, certain market risk disclosures are only estimates and
could be materially different from what actually occurs in the future. As a result, actual gains or losses could
materially differ from those that have been estimated and are not a guarantee of future performance.
We cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct.
Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements
and not to regard such statements to be a guarantee of our future performance.
34Forward-looking statements reflect current views as of the date of this Red Herring Prospectus and are not a
guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which
in turn are based on currently available information. Although we believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and
the forward-looking statements based on these assumptions could be incorrect. Neither our Company, the Selling
Shareholders, our Directors, the BRLMs nor any of their respective affiliates have any obligation to update or
otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI
ICDR Regulations, our Company will ensure that the investors in India are informed of material developments
pertaining to our Company and the Offered Shares from the date of this Red Herring Prospectus until the time of
the grant of listing and trading permission by the Stock Exchanges for this Offer.
Each of the Selling Shareholder shall ensure that investors are informed of material developments in relation to
statements and undertakings specifically made or confirmed by such Selling Shareholder to the extent of
information specifically pertaining to them as Selling Shareholders and their portion of the Equity Shares offered
in the Offer in the Red Herring Prospectus and the Prospectus until the receipt of final listing and trading approvals
from the Stock Exchanges for the Offer.
35SECTION II: RISK FACTORS
An investment in equity shares involves a high degree of risk. Prospective investors should carefully consider all
the information in this Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in the Equity Shares. The risks described in this section are not the only ones relevant to us
or the Equity Shares but also includes the industry and segments in which we currently operate. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also impair our businesses,
results of operations, financial condition and cash flows. If any of the following risks, or a combination of risks,
or other risks that are not currently known or are currently deemed immaterial, actually occur, our businesses,
results of operations, financial condition and cash flows could be adversely affected, the trading price of the
Equity Shares could decline, and you may lose all or part of your investment. To obtain a complete understanding
of us, prospective investors should read this section in conjunction with ‘Industry Overview’, Our Business’,
‘Financial Indebtedness’ and ‘Management’s Discussion and Analysis of Financial Condition and Results of
Operations’ on pages 157, 238, 378 and 382, respectively, as well as the financial, statistical and other
information contained in this Red Herring Prospectus. In making an investment decision, prospective investors
must 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 the Equity Shares. Prospective investors should pay particular attention to the fact that our Company is
incorporated under the laws of India and is subject to a legal and regulatory environment, which may differ in
certain respects from that of other countries. This Red Herring Prospectus also contains forward-looking
statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Red Herring Prospectus. For details, see ‘Forward-Looking
Statements’ on page 34. Unless stated or, the context requires, otherwise, our financial information has been
derived from the Restated Financial Information included in this Red Herring Prospectus. Unless otherwise
indicated, industry and market data used in this section has been derived from the report titled ‘Industry Report
on Maize Starch and Derivative Products’ by Frost & Sullivan (F&S Report) dated July 21, 2025, prepared by
F&S which has been commissioned and paid for by our Company in connection with the Offer. Unless otherwise
indicated, all financial, operational, industry and other related information derived from the F&S Report and
included herein with respect to any particular year, refers to such information for the relevant calendar year.
F&S was appointed by our Company and is not connected to our Company, our Directors, our Promoters, our
Key Managerial Personnel, Senior Management or the BRLMs. A copy of the F&S Report is available on the
website of our Company at https://regaalresources.com/industry-report/. Unless specified or quantified in the
relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the
risks described in this section.
INTERNAL RISK FACTORS
1. One of our Promoters, Anil Kishorepuria, is a party to a legal proceeding for alleged violation of
Indian Penal Code and the Prevention of Corruption Act, 1988. Any adverse order in this proceeding
could have a material impact on our reputation and business operations.
The Central Bureau of Investigation, Economic Offences Wing, Mumbai filed a chargesheet dated June
23, 2006 against various persons including one of our Promoters, Anil Kishorepuria alleging violation
of Section 120-B of the Indian Penal Code, 1860 (IPC), read with sections 409, 420, 467, 468, and 471
of the IPC, and section 13(2) read with section 13(1)(c) and (d) of the Prevention of Corruption Act,
1988. The matter pertains to an alleged fraudulent scheme involving preferential allotment of equity
shares of Padmini Technologies Limited in May / June 1999 to various allottees, including Anil
Kishorepuria without consideration. Any adverse order in this proceeding could have a material impact
on the reputation of our Company and its business operations. Currently, the matter is pending before
Additional Sessions Judge at Mumbai and the next hearing is scheduled on August 11, 2025.
2. Purchase of maize from our top 10 vendors constituted more than 83% of our total cost of purchase
of maize, in each of the financial periods disclosed, and we typically do not enter into long-term
contracts or arrangements with such vendors. Any loss of such vendors/suppliers or any increase in
the price could have adverse impact on our business and our revenue.
A few select vendors/suppliers constitute a vast majority of our total purchase of maize. We also source
maize directly from the cultivators, through aggregators, with whom we do not have long-term contracts
or arrangements. In Fiscal 2025, Fiscal 2024, and Fiscal 2023, cost of purchase of maize from our top 3,
5 and 10 vendors and suppliers was as below.
36Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of cost of Amount (in % of cost of Amount (in % of cost of
million) purchase of ₹ million) purchase of ₹ million) purchase of
maize maize maize
Top 3 vendors 5,178.25 72.11 3,112.59 68.36 1,484.44 46.63
Top 5 vendors 5,973.27 83.18 3,696.13 81.18 1,922.80 60.40
Top 10 vendors 6,788.11 94.53 4,266.23 93.70 2,656.00 83.43
The price of maize may be affected by multiple factors beyond the control of our Company and if aspects
such as inconsistency in the quality of maize, high cost of cultivation and rising post-harvest losses may
result in the price of the maize increasing. Further, we typically place purchase orders with our vendors
and with a few vendors we enter into annual agreements, for the purchase of maize, but do not enter into
long term of contracts or arrangements for procuring maize. We cannot assure you that we will be retain
any of our top 10 vendors of maize or be able to place purchase orders on favourable terms with our
existing top 10 vendors of maize. Further, we may not be able to find a suitable replacement for any of
our existing top 10 vendors of maize. Our inability to maintain our relationship with our existing top 10
vendors of maize and/or failure to procure maize from vendors and suppliers on favourable terms may
have an adverse effect on our revenue, results of operation and would have an impact on our financial
condition. Further, our margins and profitability will be adversely affected if, and to the extent, we are
unable to pass on the price escalation in our input materials to our customers.
3. Some of the members of our Promoter Group have not consented to the inclusion of, nor have they
provided, information or any confirmations or undertakings pertaining to himself or the entities in
which they hold interest, which are required to be disclosed in relation to Promoter Group under the
SEBI ICDR Regulations in the Draft Red Herring Prospectus and this Red Herring Prospectus. The
disclosures relating to these members of the Promoter Group have been included in the Draft Red
Herring Prospectus and this Red Herring Prospectus based on information available in public
domain. Accordingly, we cannot assure you that the disclosures relating to such members of our
Promoter Group are accurate, complete, or updated. Further, details in relation to Connected Persons
which may qualify as a member of our Promoter Group have not been disclosed in the Draft Red
Herring Prospectus and this Red Herring Prospectus.
Our Company had filed an application dated September 18, 2024 with SEBI under Regulation 300(1)(c)
of the SEBI ICDR Regulations, requesting for relaxation of the applicable provisions of the SEBI ICDR
Regulations with respect to identifying and disclosing, Sushil Jhunjhunwala, father of Shruti
Kishorepuria; Gyaneshwari Jhunjhunwala, mother of Shruti Kishorepuria and Ajit Jhunjhunwala, brother
of Shruti Kishorepuria (collectively, Related Individuals), and the body corporates/entities namely
Shruti Family Trust, Genesis Exports Private Limited (formerly known as Genesis Exports Limited), La
Opala RG Limited, GDJ Housing Private Limited, SKJ Investments Private Limited, SKJ Estate Private
Limited, Radiant Packaging Private Limited and Ishita Housing Private Limited (collectively,
Connected Persons) from disclosing information and confirmations regarding, and from, such natural
person(s) and entities, as required under the SEBI ICDR Regulations (Exemption Application). By way
of a letter dated October 10, 2024 (bearing reference number SEBI/HO/CFD/RAC-
DIL2/P/OW/2024/31967/1), read with SEBI email dated December 31, 2024, SEBI has rejected the
Exemption Application and directed our Company to include the names of the relevant Related
Individuals and Connected Persons as members of our Promoter Group, and to disclose details pertaining
to such individuals / entities based on information available in the public domain. Since our Company
has not been able to procure relevant information, from, and in relation to, the Related Individuals and
Connected Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in
relation to the Related Individuals in the Draft Red Herring Prospectus and this Red Herring Prospectus
have been included to the best of our Company’s knowledge and to the extent the information were
available and accessible in the public domain including as published on the websites of (i) Watchout
Investors (accessible at https://www.watchoutinvestors.com/); (ii) CIBIL (accessible at
https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited
(accessible at https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’
basis.
37Given that the disclosures related to the Related Individuals and Connected Persons included in the Draft
Red Herring Prospectus and this Red Herring Prospectus are solely based on the information which was
available and accessible in the public domain, our Company has not ascertained the veracity or
completeness of the information or if such information is updated. Our Company will also not be in a
position to ascertain any subsequent developments in relation to the information of the Related
Individuals and Connected Persons. Further, since the Related Individuals and Connected Persons have
expressed their unwillingness to be named as a member of the Promoter Group in the Draft Red Herring
Prospectus and this Red Herring Prospectus and any other document in relation to the Offer and to
provide the necessary information and confirmation sought, our Company has not been able to ascertain
any other entity forming part of the Connected Persons which would qualify as a member of our Promoter
Group. Accordingly, details in relation to the Connected Persons, which may qualify as a member of our
Promoter Group have not been disclosed in the Draft Red Herring Prospectus and this Red Herring
Prospectus.
4. One of our Promoters i.e., Anil Kishorepuria and certain members of our Promoter Group were
retrained from associating with capital market related activities in the past.
Pursuant to a common order dated March 31, 2007 of the whole time member of the SEBI (SEBI Order),
Anil Kishorepuria, one of our Promoters, and certain members of our Promoter Group viz., Sunil
Kishorepuria, in their capacity as directors of M/s Jiwansagar Promotors Pvt. Ltd. (Jiwansagar),
Bllumenfeld Ltd. (BFL, one of our Promoters) and of M/s Contessa Commercial Co. Pvt. Ltd. (Contessa
and collectively with Anil Kishorepuria, Sunil Kishorepuria, Jiwansagar, and BFL, the Company
Related Entities) were restrained from associating with capital market related activities, and from
accessing the capital markets for a period of 5 years from the date of the SEBI Order. The SEBI Order,
under section 19 read with 11B of the SEBI Act, 1992, and Regulation 10 of the SEBI (Prohibition of
Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (SEBI PFUTP
Regulations) was based upon certain findings against the aforementioned persons, for participating in
market manipulation and acting as a conduit for offloading shares of the entity Padmini Technologies
Ltd. to manipulate share prices. The aforementioned entities preferred separate appeals to the Securities
Appellate Tribunal (SAT). The SAT dismissed the appeals by our Company Related Entities by a
common order dated October 17, 2007, wherein the penalty was reduced to ‘period already undergone’.
Currently, there is no prohibition or bar on the Company Related Entities from associating with capital
market related activities and from accessing the capital market.
5. There are certain outstanding legal proceedings involving our Company, Promoters, and Directors,
Key Managerial Personnel and members of Senior Management which, if determined against us,
could have a material adverse effect on our business, cash flows, financial condition and results of
operations.
Our Company, our Promoters, and certain of our Directors, Key Managerial Personnel and members of
Senior Management are currently involved in a number of legal proceedings, pending at different levels
of adjudication before various courts and tribunals. Further, the Central Bureau of Investigation,
Economic Offences Wing, Mumbai has filed a chargesheet against one of our Promoters, Anil
Kishorepuria alleging violation of Indian Penal Code and the Prevention of Corruption Act, 1988. The
matter pertains to an alleged fraudulent scheme involving preferential allotment of equity shares of
Padmini Technologies Limited in May / June 1999 to various allottees without consideration. 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:
Sr. Name of Criminal Tax Statutory/ Disciplinary Material Aggregate
No. Entity Proceedings proceedings Regulatory actions by civil amount
proceedings the SEBI or litigation involved
stock (₹ in million)*
Exchanges
against our
Promoter
1. Company
38Sr. Name of Criminal Tax Statutory/ Disciplinary Material Aggregate
No. Entity Proceedings proceedings Regulatory actions by civil amount
proceedings the SEBI or litigation involved
stock (₹ in million)*
Exchanges
against our
Promoter
By our 1 - - - 1 19.30
Company
Against our Nil 1 Nil Nil Nil 23.29
Company
2. Promoters
By our Nil - - - Nil Nil
Promoter
Against our 1 Nil Nil Nil Nil Nil
Promoter
3. Directors (other than Promoters)
By our Nil - - - 1 24.67
Directors
Against our 1 Nil Nil Nil Nil Nil
Directors
4. Key Managerial Personnel and members of Senior Management (other than Promoters and Directors)
By our 1 - - - - Nil
KMPs /
members of
Senior
Management
Against our Nil - Nil - - Nil
KMPs /
members of
Senior
Management
* To the extent quantifiable
For further details on the outstanding litigation matters involving our Company, our Promoters, our
Directors (other than Promoters), Key Managerial Personnel and members of Senior Management and
Group Companies see ‘Outstanding Litigation and Other Material Developments’ at page 420.
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.
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.
6. Our Company operates from one manufacturing facility situated at Kishanganj, Bihar. The loss,
shutdown or slowdown of operations at our Company’s facility could have a material adverse effect
on our Company’s results of operations and financial condition.
We are a manufacturing company and operate one zero liquid discharge (ZLD) maize milling plant
(Manufacturing Facility) at Kishanganj, Bihar. Our manufacturing operations are exposed to operating
risks such as failure of equipment, power supply interruptions, labour disputes, natural disasters and
39industrial accidents. The occurrence of any of these risks could affect our Company’s operations by
causing production at our manufacturing unit to shut down or slowdown. Although we have installed a
duel feed co-generation plant and boiler (i.e. a power plant that can utilise either coal or husk for power
generation) and our Company takes reasonable precautions to minimize the risk of any significant
operational problems at its facility, we cannot assure you that one or more of the factors mentioned above
will not occur, which could have a material adverse effect on our Company’s results of operations and
financial condition.
Our Company is also reliant on continuous supply of essential utilities such water and electricity etc.
which are critical to our manufacturing operations. Any shortage or non-availability of essential utilities
could result in temporary shut-down of a part, or all, of our operations at the location experiencing such
shortage. Such shutdowns could, particularly if they are for prolonged periods, have an adverse effect on
our business, results of operations and financial condition. Moreover, if we are required to operate for
extended periods of time on diesel generator sets, our cost of operations would be higher during such
period which could have an adverse impact on our profitability. While there have been no such instances
of shutdown or slowdown of operations, temporarily or otherwise in the past 3 financial years, we cannot
assure you that such an event will not occur in the future.
7. There have been certain instances of non-compliance of certain provisions of Companies Act, in
relation to certain corporate actions taken by our Company in the past. Further, there have been delays
in filing certain statutory forms with ROC in the past.
There have been certain instances of non-compliance with provisions of the Companies Act by our
Company in the past which includes:
Sr. Particulars
No.
1. Delay in the appointment of Independent directors and Woman director pursuant to
conversion of our Company from private to public
2. Delay in constitution of Audit Committee and Nomination and Remuneration Committee due
to non-appointment of Independent director.
3. Filing of return of allotment (Form PAS-3) for certain allotments without the required
attachments.
4. Allotment of equity shares in physical mode instead of dematerialised mode due to delay in
issuance of International Securities Identification Number (ISIN) after the conversion of
Company from private to public.
5. Discrepancies in the corporate records in relation to appointment of Karan Kishorepuria and
Saikat Chatterjee as Whole Time Director, and Chief Financial Officer, respectively, of our
Company.
6. Receipt of subscription amount from one of our erstwhile shareholders which was
inadvertently made from the account of an entity which is controlled by the concerned
shareholders instead of his personal account.
Our Company has, therefore made 14 suo motu adjudication applications before the RoC for adjudicating
the penalties for the aforesaid non-compliances. These applications are currently pending before the RoC.
Further, some of our corporate filings such as Form MGT-14 in relation to shareholder resolution
approving some of the issuance of shares, return of allotment (Form PAS-3) for some of the allotment of
shares, and Form GNL-2 for filing of some of the private placement offer letter in relation to issuance of
shares of our Company, have been filed with the ROC with delays. Our Company has paid additional
fees for these delayed filings and no further action has been taken against our Company for such delay
in filing the ROC forms. Additionally, in the past, our Company had inadvertently used accounting
software for maintaining its books of accounts without enabling the edit log feature of audit trail during
the period April 1, 2023 to May 11, 2023.
While it is unlikely to have a material financial impact on us, we cannot assure you that we will not be
subject to any penalties imposed by the competent regulatory authorities. While no disputes or regulatory
actions have arisen in connection with these filings till date, we cannot assure you that no such actions
will be initiated in the future.
408. We have incurred negative net cash flows from operating activities in the past. Negative net cash flows
in operating activities in the future could have an adverse impact on our growth prospectus.
We have incurred negative net cash flows from operating activities on a restated basis as set out below:
Particulars Fiscal 2025 (in ₹ Fiscal 2024 (in ₹ Fiscal 2023 (in ₹ million)
million) million)
Net cash flow from / (used (112.01) (225.14) 346.29
in) operating activities
Fiscal 2025
The cash flow from operating activities was negative majorly due to the increase in raw material
procurement resulting in higher inventory holding on account of increase in storage facilities and increase
in advance to suppliers on account of raw material and consumable procurement.
Fiscal 2024
The cash flow from operating activities was negative majorly due to the increase in raw material
procurement resulting in higher inventory holding on account of increase in storage facilities and increase
in trade receivables which was on account of increase in revenue from operations and longer time in
realization of trade receivables as compared to previous Fiscal.
For further details, see ‘Management’s Discussion and Analysis of Financial Condition and Results of
Operations’ on page 382.
While these negative net cash flows are for certain periods, we cannot assure you that such negative net
cash flows will not be incurred by our Company in the future. Any such negative net cash flows in future,
if any, could adversely impact our operations, financial condition and the trading price of the Equity
Shares.
9. While our Statutory Auditor has added an ‘emphasis on matters’ in our Restated Financial
Information, there is no impact on our financial statements.
Our Statutory Auditor has added the following emphasis on matter for the period Fiscal 2023 in our
Restated Financial Information.
“Matter of Emphasis
We draw attention to Note 55 of the financial statements which states that our Company has not complied
with the provisions of section 149, 177 and 178 of the Act with respect to appointment of Independent
Directors, constitution of audit committee and remuneration committee during the year ended March 31,
2023. However, as stated in the note the same has been complied with by our Company subsequently on
appointment of requisite number of Independent Directors on April 10, 2023 and constitution of the
committees with effect from May 23, 2023 and July 17, 2023.
Our opinion on the financial statements is not modified in respect of the above matter.”
Our Company has made suo moto application before the RoC for adjudicating the penalties for the
aforementioned non-compliance. The application is currently pending before the RoC.
10. We have leased and, or availed on license, the use of certain properties including our Registered Office
from which we operate our business. We cannot assure you that the lease, and, or license agreements
will be renewed upon termination or that we will be able to obtain other premises on lease on the same
or similar commercial terms.
We do not own the premises on which our Registered Office, corporate office, warehouses and other
office premises are situated. For further details of our premises, see ‘Our Business - Property’ on page
267.
41We cannot assure you that we will own, or have the right to occupy, these premises in the future, or that
we will be able to continue with the uninterrupted use of these premises, which may impair our operations
and adversely affect our financial condition. There can be no assurance that we will be able to renew the
lease/ license/ rent agreements with third parties in a timely manner or at all. If we are required to vacate
any of these premises for any reason whatsoever including expiry or termination of lease or leave and
license agreements, we may be unable to identify suitable location immediately. For the remaining tenure
of our lease deeds, see ‘Our Business - Property’ on page 267.
Identification of a new location to house our operations and relocating our business to new premises may
involve us incurring additional expenditure. Any inability on our part to timely identify a suitable location
for a relocated office could have an adverse impact on our business.
11. We cater to diverse set of customers, however, our top 10 customers contribute to a significant portion
of our sales, and the loss of such customers or a substantial reduction in purchases by such customers
will have a material adverse impact on our business, results of operations and financial condition.
We are a maize based specialty products manufacturer operating from Kolkata, West Bengal with our
manufacturing facility at Kishanganj, Bihar. According to F&S Report, we are one of the largest
manufacturers of maize based specialty products in India, in terms of crushing capacity, with a total
installed crushing capacity of 750 tonnes per day (TPD). We manufacture:
i. Native maize starch and modified starch – a plant-based natural starch that is produced from
maize;
ii. Co-products – such as gluten, germ, enriched fibre and fibre; and
iii. Value added products –food grade starches such as maize flour, icing sugar, custard powder
and baking powder.
While the customer may vary annually, we are significantly dependent on the contribution of our top 10
customers every year. Consequently, our business and financial condition in any given financial year is
reliant on our top 10 customers. Set out are details of our top 3, top 5 and 10 customers, based on our
Restated Financial Information:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of Amount (in % of Amount (in % of
million) Contract ₹ million) Contract ₹ million) Contract
Price* Price* Price*
Top 3 customers 1,522.06 16.80% 1,238.45 20.71 1,389.63 28.87
Top 5 customers 2,468.82 27.26% 1,913.95 32.00 1,902.19 39.51
Top 10 customers 4,117.38 45.46% 3,009.27 50.32 2,653.10 55.11
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
As certified by Singhi & Co., Statutory Auditor pursuant to a certificate dated August 6, 2025.
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, geopolitical reasons 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. Further, our Company may be subject to pricing pressure
from customers which could have an adverse impact on our revenue from operations and financial
conditions. There can be no assurance that we will not lose all or a portion of sales to these customers or
42will be able to offset any reduction of prices to these customers with reductions in our costs or by
obtaining new customers which could adversely affect our business, financial condition and results of
operations.
12. The primary raw material required for the manufacturing our products i.e., maize, is seasonal in
nature. While our Manufacturing Facility is located in the maize-growing belt, any delays,
interruptions or reduction in the supply of raw material to manufacture our products and any abrupt
fluctuations in the prices of our raw material may adversely affect the pricing of our products and
may have an impact on our business, results of operation, financial condition and cash flows.
We are a maize based specialty products manufacturing company. In India, maize is grown in two
seasons, kharif (rainy) and rabi (winter). According to F&S Report, around 80-83% of Maize in India is
cultivated in Kharif and remaining 17-20% is grown in Rabi. During the Fiscal 2025, Fiscal 2024, and
Fiscal 2023, our cost of maize consumed was as below.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of Amount (₹ % of Amount (₹ % of
million) Contract million) Contract million) Contract
Price* Price* Price*
Total cost of 5,308.85 58.61 3,270.28 54.68 2,926.81 60.80
maize consumed
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
We procure maize which is the primary raw material required for the manufacturing of our Company’s
products from (i) farmers through aggregators, (ii) traders in Bihar and West Bengal, and (iii) certain
other sources i.e. (a) traders from other states and (b) agri- distribution companies. The maize procured
is stored in warehouses and our humidity controlled silos. Cultivation of maize and the extent of maize
availability involves factors beyond the control of our Company, such as weather conditions, supply and
demand dynamics etc. Additionally, price volatility could have an impact on the pricing of our products.
In the event we are unable to procure and store maize during these seasons in a timely manner or at all
and at a commercially reasonable price, we may have to incur additional procurement costs which may
not be commercially favourable for us.
Further, set out below are details of the quantity of maize procured during the seasons for the years
indicated.
(in quintal)
Season Fiscal 2025 Fiscal 2024 Fiscal 2023
Rabi 3,188,338 2,190,007 1,299,099
Kharif 4,065 7,258 58,811
Total (A+B) 3,192,403 2,197,265 1,357,910
While there have been no instances in the Fiscal 2025, Fiscal 2024, and Fiscal 2023, where the business
of our Company was affected due to a bad harvest, we cannot assure you that our Company will be able
to successfully mitigate such an event if it occurs in future.
13. We have incurred indebtedness 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 June 30, 2025, our total sanctioned and outstanding indebtedness was ₹ 8,734.60 million and ₹
5,611.53 million, respectively. As on June 4, 2025, our Company’s credit rating is BBB+ positive outlook
(CRISIL). Set out below are details of our finance cost and our average rate of interest for the periods
set out below.
Particulars As of and for the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Finance cost (₹ million)* 373.50 194.65 112.45
Average rate of interest per annum (%)^ 8.90 8.24 8.78
43* This includes interest on liability, income tax and other borrowing costs also adjusted for interest capitalised and subsidy
^ % is calculated on interest on borrowings. Subsidy and interest capitalised adjustments has not been taken
Set out below are the financial covenants for loan facilities:
Lender Financial Covenants
ICICI Bank Debt Service Credit Ratio : >=1.11x
Fixed Asset Coverage Ratio : >=1.5x
Interest Coverage Ratio : >=1.25x
Kotak Bank Total outside liabilities to Total Net Worth (TOL/ATNW Ratio) : <=2.3x for Fiscal
2024 and <=1.62x for Fiscal2025
Current ratio : >=1.3x for Fiscal 2024 and 1.60x for Fiscal 2025
IndusInd Bank Debt Service Credit Ratio: >=1
Total outside liabilities to Total Net worth (TOL/ATNW Ratio) : <2x
Fixed Asset Coverage Ratio: >=1.5x
Interest bearing Debt/EBITDA: <=4
Interest bearing Debt/TNW: <=2
Bajaj Finance Fixed Asset Coverage Ratio : >=1.33x
Interest bearing Debt/EBITDA : <4x
Interest bearing Debt/TNW : <2x
SBM Bank Debt/EBITDA : Maximum 6x till Fiscal 2026 thereafter <4x
Tata Capital Debt Service Credit Ratio : >1.1x
Current Ratio : >1.1x
Fixed Asset Coverage Ratio : >1.25x
Interest Service Coverage Ratio : >=1.20x
Aditya Birla Debt / EBITDA: <4x; in Fiscal 2025, <3.50x in Fiscal 2026, and <3x in Fiscal
2027 and thereafter
Debt Service coverage Ratio: >1.10
Term External Debt / Total Net Worth <2x
Fixed Asset coverage Ratio: >1.10x
EBITDA margin: Minimum 10%
Bandhan Bank Debt Equity Ratio: For term loan 1- 1.37:1.00; and for term loan 2 - 1.97:1.00
Debt Service Coverage Ratio: >1.20x
IDFC First Bank Total Debt (excluding unsecured loan) / Total Net Worth: <=2.25x
Debt Service Coverage Ratio: >=1.15x
Debt Equity Ratio: 2.31:1.00
The 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. Our lenders require us to obtain their prior approval for certain actions, which,
amongst other things, restrict our ability to undertake various actions including incur additional debt,
declare dividends, amend our constitutional documents, change the ownership or control and
management of our business. 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
44other aforementioned activities as and when required or comply with such covenants or other covenants
in the future.
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.
For further details regarding our indebtedness, see ‘Financial Indebtedness’ on page 378.
14. There is a concentration of sales in certain geographies and the inability to maintain and grow our
business in such geographies may have an adverse effect on our business, financial condition, result
of operation, cash flows and future business prospects.
Our products are sold across a number of states in India directly to the end customers and through
distributors and dealers. While our products are also sold overseas in countries such as Bangladesh, Nepal
and Malaysia, the vast majority of our sales is within India. Set out is a geographic break-up of our sales
across India, based on our Restated Financial Information during the Fiscal 2025, Fiscal 2024, and Fiscal
2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of Amount (₹ % of Amount (₹ % of
million) Contract million) Contract million) Contract
Price Price Price
East 3,510.23 38.75 2,532.75 42.35 1,829.45 38.00
North 2,863.61 31.62 2,060.62 34.46 1,808.04 37.56
West 1,443.95 15.94 661.61 11.06 598.29 12.43
Rest of India 584.97 6.46 296.69 4.96 243.62 5.06
Total 8,402.76 92.77 5,551.67 92.83 4,479.40 93.05
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
Loss of all or a substantial portion of sales to any of our customers from these geographies, 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 in these countries) could have an
adverse effect on our business results of operations, financial conditions, cash flows and future business
prospects in these countries. While there has been no instance in the Fiscal 2025, Fiscal 2024, and Fiscal
2023, where there has been an adverse impact on the financial condition of our Company, 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.
15. Our success depends on our strong relationship with our customers and majority of our customers are
repeat customers. However, we do not enter into long-term contracts with our customers and loss of
one or more of our customers or reduction in their demand for our products could adversely affect
our business, results of operation and financial conditions.
We have established a strong and long standing relationship with customers such as Emami Paper Mills
Limited, Manioca Food Products Private Limited, Century Pulp & Paper, Kush Proteins Private Limited,
Shri Guru Oil Industries, Mayank Cattle Food Limited, Aarnav Sales Corporation, AMV Sales
Corporation, Eco Tech Papers, Genus Paper Board Private Limited, Krishna Tissues Private Limited,
Maruti Papers Private Limited, and M/s Vasu and Sons. Our business relationships with our customers
have been built over time and while we, generally, do not enter into long term contracts with our
customers and significant portion of our revenue is routed through short term purchase orders.
Set out in the table below are the details of our revenue from repeat customers and unique customers (i.e.
customers whom we have not catered to previously) in the Fiscal 2025, Fiscal 2024, and Fiscal 2023,
based on our Restated Financial Information.
45Particulars As at and for the financial As at and for the financial As at and for the financial
year ended March 31, 2025 year ended March 31, 2024 year ended March 31, 2023
Customer Contract Customer Contract Price* Customer Contract Price*
(nos.) Price* (₹ (nos.) (₹ million) (nos.) (₹ million)
million)
Repeat customers# 153 8,068.19 121 4,906.04 85 3,307.57
Unique customers# 108 989.41 74 1,074.57 97 1,506.39
Total 261 9,057.60 195 5,980.61 182 4,813.96
*Contract price represents sale of products before deducting discounts and incentives but net of returns
# includes distributors and dealers.
We cannot assure you that we will be able to retain the business of our existing key customers or maintain
the current level of business with each of our customers. Consequently, our business, results from
operations, and financial condition are dependent on our maintaining our relationship with our customers,
and, in particular, continuing to receive orders from such customers. Failure to receive orders from our
customers or our inability to do so on commercially viable terms could have an adverse impact on our
revenue and, or margin and consequently our profitability. If we are unable to continuously develop new
product or optimise our processes, our ability to grow and, or, compete effectively, might be
compromised, which would have an adverse impact on our business operations and financial condition.
While there has been no instance in the Fiscal 2025, Fiscal 2024, and Fiscal 2023, of loss of customers
which had an impact on the business of our Company, we cannot assure you that such an event will not
occur in the future or our Company will be able to successfully mitigate the loss of any customer or will
be able to replace them with new customers.
16. We export our products to various countries, on account of which we may be subject to significant
import duties or restrictions.
While a significant proportion of our revenue from operations is generated from sales within India, we
export our products to various countries such as Bangladesh, Malaysia, Nepal, etc. Set out is a geographic
break-up of our sales export markets, based on our Restated Financial Information.
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
s Amount (in % of Amount (in % of Amount (in % of
₹ million) Contract ₹ million) Contract ₹ million) Contract
Price* Price* Price*
Bangladesh 201.78 2.23 214.85 3.59 242.38 5.03
Malaysia 297.52 3.28 111.36 1.86 - -
Nepal 154.86 1.71 99.80 1.67 89.59 1.86
Others# 0.68 0.01 2.93 0.05 2.59 0.06
Total 654.84 7.23 428.94 7.17 334.56 6.95
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
# Includes Singapore, Sri Lanka, Vietnam, and Thailand.
These countries impose varying import duties on our products. While there have been no instances of
significant increase in import duties which have had a material adverse effect on our business, in Fiscal
2025, Fiscal 2024, and Fiscal 2023, there can be no assurance that the import duties will not increase, or
new restrictions will not be imposed by such countries. Any substantial increase in such duties or
imposition of new restrictions may adversely affect our business, financial condition and results of
operations. Export destination countries may also enter into free trade agreements or regional trade
agreements with countries other than India. Such agreements and alteration of existing tax treaties may
lead to increased competition or may even place us at a competitive disadvantage compared to
manufacturers in other countries.
Further, our Company has received certain tax and subsidy benefits pursuant to our exports. There can
be no assurance that we will be able to claim any benefits under similar government schemes in the future
under any applicable government policies.
17. Health, safety and environmental matters, including compliance with environmental laws and
remediation of contamination, could result in substantially increased capital requirements and
operating costs.
46Our Company’s business and operations are subject to laws, regulations and contractual commitments relating
to health, safety and the environment and our Company’s operations generate large amounts of 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
Company’s business, and future conditions and contamination may develop, arise or be discovered that create
substantial environmental compliance, remediation or restoration liabilities and costs. For instance, in October
2023, our Company paid a compensation of ₹ 1.43 million for violation of certain conditions pertaining to our
consent to operate. 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
Company’s operations or past contamination, could prevent or restrict some of our Company’s operations,
require the expenditure of significant funds to bring our Company into compliance, involve the imposition of
clean up requirements and give rise to civil or criminal liability. While our Company has 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 our Company in the future which may have a material adverse effect
on our Company’s business, financial condition or results of operations. In the event that production at one of
our Company’s facility is partially or wholly prevented due to this type of sanction, our Company’s business
could suffer significantly, and its results of operations and financial condition could be materially and
adversely affected. 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’ and ‘Government and Other Approvals’
beginning at pages 273 and 426, respectively.
18. We have dues which are outstanding to our creditors. Any failure in payment of these dues may have
a material adverse effect on our reputation, business and financial condition.
As of March 31, 2025, our Company had 90 creditors and the aggregate amount due by our Company to
these creditors was ₹ 480.07 million, as detailed below:
Types of Creditors Number of Creditors Amount involved (in ₹
million)
Micro, Small and Medium Enterprises* 12 1.59
Other creditors 78 478.48
Total 90 480.07
*As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended
As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
(₹ in million)
Particulars Outstanding as on March 31, 2025 from date of transaction
Less than 1 1-2 years 2-3 years More than 3 Total
year years
Micro, small 1.46 0.13 - - 1.59
and medium
enterprises
Other than 477.43 0.63 0.16 0.26 478.48
micro, small
and medium
enterprises
Total 478.89 0.76 0.16 0.26 480.07
In terms of our Materiality Policy, the list of creditors ‘material’ to whom the amount due is in excess of
5% of the total outstanding dues (that is, trade payables) of our Company as on March 31, 2025 is set out
below:
47Particulars Number of Creditors Amount involved (in ₹
million)
Material Creditor 1 447.17
Any failure to make payments to our creditors in a timely manner in accordance with the terms and
conditions of the agreements or purchase orders with them, or at all, may lead to our creditors not
providing us with materials in future or to disassociate their relationship with us. In addition, delay or
failure in payment of dues to our creditors may also result in creditors initiating legal proceedings against
us. All these factors may have a material adverse effect on our reputation, business and financial
condition.
19. We have received benefits pursuant to the Bihar Industrial Investment Promotion Policy, 2016. Loss
of these benefits could adversely affect our business.
The Bihar Industrial Investment Promotion Policy, 2016 (which was extended upto 2020 and then 2025)
(BIIPP) provides provisions for interest subvention to the eligible units with installed capacity of more
than 100 TPD including units for manufacturing starch and cattle and/or poultry feed on the term loan
availed by the unit from a bank/ financial institution registered by RBI/SEBI. According to F&S Report,
in terms of the BIIPP, (a) the interest subvention of 10% or actual rate of interest on term loan, whichever
is lower subject to maximum limit of ₹ 200 million; (b) 100% reimbursement against the admitted State
GST for a period of 5 years from the date of commencement of commercial production is given to starch
manufacturers. We have availed of the benefits provided by the BIIPP and continue to do so. The tables
below set of the value of the benefits interest subsidy and GST subsidy benefits received by our Company
pursuant to the BIIPP during Fiscal 2025, Fiscal 2024, and Fiscal 2023.
Interest subsidy benefits
(₹ in million, unless otherwise stated)
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest subsidy from the Government (₹ 38.86 37.94 67.28
million)
Interest on borrowings (₹ million) 451.43 294.44 165.86
Interest subsidy as a % of interest on 8.61 12.89 40.56
borrowings
GST subsidy benefits
(₹ in million, unless otherwise stated)
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Reimbursement of GST 69.61 29.17 74.88
as subsidy (₹ million)
Revenue from 9,151.61 6,000.23 4,879.55
operations
GST subsidy as a % of 0.76 0.49 1.53
revenue from
operations
If we are unable to avail benefits under the BIIPP or a similar policy by the State Government of Bihar,
it could adversely affect our business and financial condition.
20. A downgrade in our credit ratings, may affect our Company’s ability to avail of debt and could also
impact the trading price of the Equity Shares.
Our Company’s borrowing costs and our access to the debt capital depend significantly on our credit
rating. The current credit rating of our Company’s borrowings and the credit rating for the current fiscal
and the last 3 Fiscals is set out below:
48Particulars Tenure Rating
Fiscal 2025
Fund based bank facilities Long term CRISIL BBB+/Positive
Fiscal 2024
Fund based bank facilities Long term CRISIL BBB+/Stable (Reaffirmed)
Fiscal 2023
Fund based facilities Long term CRISIL BBB+/Stable
Non-fund based bank facilities Short term CRISIL A2
Lower levels of credit rating, generally, result in a higher rate of interest and, consequently, greater cash
outflows. Any downgrade of our Company’s credit rating by the debt rating agencies for the debt availed
by our Company may adversely impact our Company’s ability to obtain further financing and, or,
increase the rate of interest at which we are able to avail such borrowing and such increased cost of
borrowing will adversely impact our Company’s profitability. Further, any difficulty in obtaining, or
failure to obtain, sufficient funding in a timely manner could result in the delay, or abandonment of our
Company’s growth plans and have an adverse impact on the business, cash flows and financial conditions
of our Company.
21. Our cost of procurement of maize could increase if we are required to procure maize at the minimum
support price (MSP) or at higher prices, which could adversely affect our profitability.
The cost of procurement of maize is the largest element of our expenses and during the Fiscals 2025,
2024, and 2023. While during Fiscal 2023 and Fiscal 2025, our average procurement price was above
the Minimum Support Price (MSP), the average procurement price during Fiscal 2024, was below the
MSP. The average procurement price of maize decreased by 11.61% between Fiscal 2023 and Fiscal
2024 and increased by 8.56% between Fiscal 2024 and Fiscal 2025.
If we are required to procure maize at the MSP, by applicable law, or at higher prices, our cost of
procurement of maize would increase which would have an adverse impact on our profitability.
22. Our success depends on our strong relationship with our distributors and dealers. We do not,
generally, enter into long-term contracts and arrangements with our distributors and dealers. Loss of
one or more of our distributors and dealers could adversely affect our business, results of operation
and financial condition.
We market our products directly to our end customers and also through our distributors and dealers. Set
out below are details of new distributors and dealers added by our Company in the periods mentioned
below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of new distributors on-boarded by 2 1 1
our Company
No. of new dealers on-boarded by our 63 36 52
Company
Set out in the table below are details of the distributors and dealers, we catered to in Fiscal 2025, Fiscal
2024, and Fiscal 2023:
49Particulars Fiscal 2025 (₹ in million) Fiscal 2024 (₹ in million) Fiscal 2023 (₹ in million)
Revenue (₹ in % of Revenue (₹ % of Revenue (₹ % of
million) Contract in million) Contract in million) Contract
Price* Price* Price*
Sales to end 2,349.86 25.94 1,651.82 27.62 1,367.28 28.40
customers
Sales through 2,381.84 26.30 1,598.18 26.72 1,389.41 28.86
distributors#
Sales through 4,325.90 47.76 2,730.61 45.66 2,057.27 42.74
dealers##
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
# Distributors are entities which procure the product from our Company and on-sell to dealers.
## Dealers are entities which procure the product from our Company and the distributors and on-sell to the customers.
We cannot assure you that we will be able to retain our existing key distributors and dealers or maintain
the current level of business with each of our distributors and dealers. Consequently, our business, results
from operations, and financial condition are dependent on our maintaining our relationship with our
distributors and dealers. Failure to maintain an ongoing relationship with our distributors and dealers or
our inability to do so on commercially viable terms could have an adverse impact on our revenue and, or
margin and consequently our profitability. While there has been no instance in the Fiscal 2025, Fiscal
2024, and Fiscal 2023 where loss of distributors or dealers had an adverse impact on the business, we
cannot assure you that any loss of our key distributors or dealers will not have an adverse effect on our
business, results of operations or financial condition.
23. Any failure on our part to effectively manage our inventory may result in an adverse effect on our
business, revenue from manufacturing operations and financial condition.
As a manufacturing entity, at all points of time, a certain portion of assets comprise inventory of raw
materials and finished products which is critical for our operations to mitigate disruptions in the supply
of raw materials. Any failure on our part to effectively manage our inventory of raw materials and
finished products may have an adverse effect on our financial condition and may even lead to loss of
materials and increase the costs of our operations. Further, set out below are certain details of our
inventories as on March 31, 2025, March 31, 2024, and March 31, 2023:
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
Inventory (₹ million) 1,183.45 570.78 305.12
As a % of the total asset 13.76 9.74 8.21
Inventory days* 65 48 32
* Inventory days are calculated as Inventory divided by cost of goods sold multiplied by 365 days for full financial
year.
The increase in our inventory is primarily due to procurement and storing of maize in harvesting season,
as maize is available in abundance during this period. Accordingly, our raw material inventory as at
March 31, 2025 was ₹ 672.42 compared to raw material inventory as at March 31, 2024, and March 31,
2023, which was ₹ 141.99 million, and ₹ 161.52 million, respectively. The inventories we maintain are
based on our forecast of demand and production capacities. If we overestimate our requirements for raw
materials as compared to the demand for our finished products, it may lead to wastage and consequently
increase our operating costs or affect our revenue from operations affecting profitability. Equally, if we
underestimate our requirements for raw materials, it may adversely affect our ability to manufacture the
required quantity of finished products in a timely and cost-efficient manner which may lead to loss of
50business and / or the opportunity to service our customers which could adversely affect our business,
results of operations and financial condition. Further, we may also lose opportunities to procure raw
materials in a cost-effective manner, thereby increasing costs of operations and adversely affecting our
working capital requirements.
Additionally, if our inventory of finished products is not dispatched on time or if there is an unanticipated
delay in the delivery of our finished products or if the finished products are not properly maintained or
are damaged or destroyed, we could lose such inventory which could have an adverse impact on our
production cycle, results of operation and financial condition. While there have been no such instances
which have had a material adverse impact on our Company in Fiscal 2025, Fiscal 2024, and Fiscal 2023,
we cannot assure you that occurrence of such events in the future will not have an adverse effect on the
revenue from operations and financial conditions of our Company. Further, there can be no assurance
that our Company will be able to successfully mitigate the occurrence of such an event in the future.
24. The manufacturing of ‘maize based speciality products’ requires controlled conditions such as certain
levels of temperature, a certain standard of hygiene and calibration.
Our Company is a manufacturer of maize based specialty products. The manufacturing process of maize
based products requires us to maintain certain prescribed temperature settings and hygiene. Further, the
manufacturing process requires accurate calibration to ensure the standard of the end product. Moreover,
we procure maize in large quantities during ‘season’ and store them in large storage silos and owned and
rented warehouses. Our storage silos are temperature controlled while the storage warehouses are not.
Maintaining specified temperature is an important facet of ensuring quality of the raw material, which in
turn affects the quality of the end product. Maintaining the requisite temperature and hygiene depends
on continuous supply of electricity and proper quality control over process. While, we have not faced
any power failure issues which has had a material effect on our operations in the immediately preceding
3 Fiscals, and have a dual-feed captive power plant in our Manufacturing facility, we cannot assure you
that this will not occur in future. Additionally, while we have in place the necessary quality checks and
procedures, and have obtained applicable licenses including an FSSAI license, we cannot assure you that
there will be no lapse in our quality procedures. If such lapses were to occur, the quality of our end
product could be diminished, which could adversely affect our reputation, business and financial
condition.
25. A significant portion of our revenue from operation is generated from sale of native maize starch. A
general decline or disruption in the demand or pricing of native maize starch may adversely affect our
business operations, results of operations and financial condition.
A significant portion of our revenue is generated from sale of native maize starch. During Fiscal 2025,
Fiscal 2024, and Fiscal 2023, our revenue from operations from sale of native maize starch was as below.
Product Fiscal 2025 Fiscal 2024 Fiscal 2023
category Amount (in ₹ % of Amount (in % of Amount (in % of
million) Contract ₹ million) Contract ₹ million) Contract
Price* Price* Price*
Native Maize 5,369.87 59.29 3,552.98 59.41 2,916.53 60.58
Starch
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
Any disruption in the demand or pricing of native maize starch, due to any reason including due to bad
harvest, our inability to procure raw material at a commercially viable terms, fluctuation in the price of
raw material, economic slowdown or decrease in demand for native maize starch, may have an adverse
impact on our business operations, results of operations and financial conditions. While our dependence
on native maize starch has been reducing in proportion to our Contract Price (Net of Return), with more
products being added to our product basket, native maize starch continues to be a significant aspect of
our business and will likely continue to be so in the foreseeable future. We cannot assure you that in an
event of reduction of revenue from sale of native maize starch, our Company will be able to rely on such
value added products and modified starches to make up for the deficit.
26. We cater to diverse end use industries. However, loss of customers in these end use industries may
result in an adverse effect on our business, revenue from operations and financial conditions.
51We cater to customers across diverse industries including food products, paper, animal feed, and
adhesives i.e. end use industries. Our business model is structured around catering to 3 broad segments
of customers viz.,
i. Manufacturers of end products;
ii. Manufacturers of intermediate products; and
iii. Distributors / Wholesale traders.
Set out below is the breakup of our revenue from operations from our end use industries in Fiscal 2025,
Fiscal 2024, and Fiscal 2023.
Industry / Sector Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of Amount (in ₹ % of Amount (in % of
million) Contract million) Contract ₹ million) Contract
Price* Price* Price*
Paper Industry 2,482.33 27.41 1,557.92 26.05 1,396.09 29.00
Feed Industry 1,194.74 13.19 1,295.72 21.67 1,193.51 24.79
Food Manufacturing 678.62 7.49 516.59 8.64 260.01 5.40
Manufacturing – 1,489.74 16.45 263.46 4.41 212.78 4.42
others
Others# 3,212.17 35.46 2,346.92 39.23 1,751.57 36.39
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
#Others include sale to dealers and distributors where we have no visibility of the end customer and trading income.
Our commercial success also depends to a large extent on the success of our customers in the end use
industries, therefore, our sales may be adversely affected by any downturn in the end use industries or
specifically, our customers in end use industries, for any reason including macroeconomic and
geopolitical factors, supply-chain issues, high interest rates and labour shortages. Therefore, our business
operations, revenue from operations and financial condition may be adversely affected, as a result of,
inter alia, decline in demand of our products including due to the emergence of low cost products, if
entities in the end use industries move towards other customers, if there is increase in competition, pricing
pressures, and change in government policies and regulatory action. While there have no loss of
customers which have had a material adverse impact on our Company in Fiscal 2025, Fiscal 2024, and
Fiscal 2023, any or all of these factors may have an adverse effect on our business prospects, and sales
of our products could decline substantially. Further, we cannot assure you that the sales to the other end
use industries will increase or be sufficient to off-set any reduction in revenue from our currently largest
revenue generating end use industries.
27. We are completely reliant on third-party logistic service providers for transport of our finished
products. Any failure by any of our transportation and logistics providers to deliver our products on
time, or in good condition, or at all, may adversely affect our business, financial condition and results
of operations.
We rely on third party transportation and logistics providers for transport of our finished products. We
use third party logistics to supply our products to our customers and dealers. We also rely on such entities
to transport our primary raw material maize from warehouses of our vendors. The logistic service
providers are, therefore, integral to our Company’s business operations. Set out in the table below are
the freight and forwarding charges we incurred during the periods mentioned.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Freight and Forwarding Charges (in ₹ 269.29 190.18 140.95
million)
As a % of our Contract Price* 2.97 3.18 2.93
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
52While we have over the years engaged the services of various logistics service providers for our business
operations, we do not have, and we do not propose to enter into, contractual arrangements with such
third-party logistics providers. Further, our Company uses a mobile application to book vehicle to
transport our finished products to customers and dealers. While these third-party logistics service
providers have generally, in the past, been reliable, we cannot assure you that they will continue to be
available to us as required. If such third-party logistics service providers discontinue their services for a
reasonable length of time and, if we are unable to obtain the services of other service providers, our
business operations could be adversely impacted, at times, significantly. Moreover, we cannot assure you
that we will not be liable for acts of negligence or other acts which may result in harm or injury to third
parties. Any such acts could result in serious liability claims (for which we may not be adequately
insured) which may, in addition to resulting in pecuniary liability also entail personal liability, which
could significantly adversely impact our business operations and financial condition.
28. Failure to meet quality standards required by our customers for our finished products and processes
may lead to cancellation of existing and future orders.
Our customers have exacting quality standards and adhering to such standards is a pre-requisite for us to
be able to obtain repeat orders from our customers. Accordingly, our raw materials and finished products
are subject to stringent quality control and quality checks. Our quality assurance and quality control
teams are involved in every stage of the production process commencing from receipt of raw materials
to final product clearance. The quality assurance team checks the raw materials against various specific
pre-determined parameters to ensure that the raw materials received meet our quality benchmarks. While
we have quality assurance and quality control teams, 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. While we have not had any
instance of customers declining to accept or returning products due to quality related concerns, during
Fiscal 2025, Fiscal 2024, and Fiscal 2023, there have been instances of customers deducting amounts
from the invoiced price due to damage to the product. Set out in the table below are details of such
deductions.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Aggregate amount deducted 8.20 3.78 5.05
(₹ million)
As a % of our Contract Price* 0.09 0.06 0.10
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
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.
29. Under-utilization of our currently operational production lines at our manufacturing facility and an
inability to effectively utilize our expanded manufacturing capacities could have an adverse effect on
our business, future prospects, and future financial performance.
Our ability to maintain our profitability depends on our ability to optimise our process of production. In
particular, the level of our capacity utilization can impact our operating results.
In the event we face disruptions at our manufacturing facility including as a result of labour unrest,
unexpected events or temporary schedule maintenance or inability to procure sufficient raw materials
could result in operational inefficiencies which could impact our actual production and capacity
utilisation and eventually our sales. Such disruption would have a material effect on our business and
financial condition. While there have been no instances of under-utilization of our capacities in the Fiscal
2025, Fiscal 2024, and Fiscal 2023, there can be no assurance that such instances will not occur in future
which may have an adverse impact on our business, results of operations and financial condition. For
further details in relation to capacity utilisation, see section ‘Our Business’ on page 238. Our Company
has made an application before the Bihar State Pollution Control Board to increase our installed capacity
from 750 TPD to 1,650 TPD. The success of any capacity expansion and expected return on investment
on capital expenditure is subject to, among other factors, the ability to procure requisite regulatory
53approvals in a timely manner; recruit and ensure satisfactory performance of personnel to further grow
our business; and the ability to absorb additional infrastructure costs. There can be no assurance that the
proposed increase in our installed capacity to 1,650 TPD and the use of assets of our Company towards
such increase will be directly proportional to the increase in revenue from operation of our Company.
While our capacity utilisation has been consistently high, we cannot assure you that we will be able to
maintain such a high rate of capacity utilisation. Further, under-utilisation of our existing or proposed
capacities would result in lower revenues, which could affect our ability to fully absorb fixed costs and
thus may adversely impact our financial performance. Set out below are the details of our installed
capacity, actual production and capacity utilisation for the years indicated below.
Particular As on and for two As on and for As on and for As on and for
months ended May financial year ended financial year ended financial year ended
31, 2025* March 31, 2025 March 31, 2024 March 31, 2023
Wet milling
Installed capacity# 40,875 246,475^ 169,750^^ 129,500
(TPA)
Actual production## 40,690 245,824 160,749 125,084
(TPA)
Capacity utilisation 99.55 99.74 94.70 96.59
(%)
^ The installed capacity increased to 750 TPD from October 16, 2024.
^ ^The installed capacity increased to 650 TPD from November 2023.
* Installed capacity is ‘as on’, and actual production and capacity utilisation as for the period ended.
# Time weighted average
## This factors in the periods for which the manufacturing facility was non-operational on account of the upgradation in
capacity.
As certified by the independent chartered engineer pursuant to certificate dated August 6, 2025.
Our Company proposes to augment our manufacturing capacity by undertaking brownfield expansion to
capitalise on anticipated growth in our end-user industries. There can be no assurance that the proposed
expansion will result in an immediate increase in our revenue from operation or at all.
Underutilization 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 proposed capacity expansion, could
adversely impact our business, growth prospects and future financial performance.
30. 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.
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. For instance, we have made an insurance claim for ₹ 0.31 million and
against which we have received a sum of ₹ 0.31 million. 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. Further, an insurance claim once made could lead to an increase in our Company’s insurance
premium.
54In 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. 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.
Details of our total insurance coverage vis-à-vis our net assets as March 31, 2025, March 31, 2024, and
March 31, 2023 is set out below:
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Insurance Coverage (A) (₹ million)* 4,420.99 3,118.25 2,467.76
Net assets** as per Restated Financial Information 5,260.17 3,649.70 2,230.75
(B) (₹ million)
Insurance coverage as percentage of the net assets 84.05 85.44 110.62
(A/B)
Insurance coverage = *Total insurance coverage amount by considering insurance policies of property, equipments, vehicles,
stock, erection and all risk insurance / **Net assets (balance of net block of property, plant and equipments (excluding land
value) + Capital Work in Progress + inventories (excluding goods in transit)).
31. Delays or defaults in customer payments and receivables may have an adversely impact our profits
and cash flows.
Our operations involve the practice of extending credit to our customers. Set out below are details of our
outstanding trade receivables in Fiscal 2025, Fiscal 2024, and Fiscal 2023, as a percentage of our revenue
from operations:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Trade receivables (₹ million) 1,368.72 1,267.35 719.37
As a % of revenue from 14.96 21.12 14.74
operations
Trade receivables (Days)* 55 77 54
Bad and doubtful debt written 0.17 0.27 0.46
off (₹ million)
* Trade receivable days are calculated as Trade receivables divided by Revenue from operations multiplied 365 days for full
financial year.
While except for the bad and doubtful debts written off, as set out in the table above, there have been no
defaults by our customers, in Fiscal 2025, Fiscal 2024, and Fiscal 2023 we cannot assure you that we
will be able to accurately assess the creditworthiness of our customers in the future. Further, financial
difficulty could cause our customers to delay payments, or request for modification of their payment
terms. Any default in payment may also cause us to enter into litigation for which our Company may
have to bear unwarranted cost. If such customers delay or default in making payments in the future, our
profit margins and cash flows may be adversely affected.
32. Our operations are dependent on research and development. If we are unable to continuously optimise
our processes then our ability to grow, including by expanding our presence across different end-user
industries, and, or, compete effectively, might be compromised, which would have an adverse impact
on our business and financial condition.
55Research and development (R&D) activities are integral to our business, and we rely on constant R&D
for developing our products which ensures that we continue to evolve with the changing industry
landscape. Our ability to deliver high quality products is enabled by our research and development
(R&D) team. As on May 31, 2025, we have a qualified and experienced 6 member R&D team.
Set out in the table below are details of our R&D expenses in Fiscal 2025, Fiscal 2024, and Fiscal 2023,
in accordance with our Restated Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of Amount (in % of Amount (in % of Contract
million) Contract ₹ million) Contract ₹ million) Price*
Price* Price*
R&D expense 3.32 0.04 2.36 0.04 1.43 0.03
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
Further, we believe that continuous R&D is critical to our continued growth and business prospects, and
we expect to continue deploying significant resources including financial resources towards R&D. If we
are unable to continuously optimise our processes, our ability to grow, including by expanding our
presence across different end-user industries, and, or, compete effectively, might be compromised, which
would have an adverse impact on our business and financial condition.
33. Our business operations require significant working capital. If we experience insufficient cash flows
to meet required payments on our working capital requirements, there may be an adverse effect on
the results of our operations.
Our business operations are subject to significant working capital requirements. Currently, we meet our
working capital requirements through a mix of internal accruals and working capital facilities from
lenders. Set out below is our net working capital requirements as at March 31, 2025, March 31, 2024,
and March 31, 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Working Capital 2,412.07 1,412.65 730.46
Requirement (in ₹ million)
As on June 30, 2025, we had sanctioned working capital facilities aggregating ₹ 2,270.00 million of
which we had outstanding amount of ₹ 1,821.93 million.
While we believe that our internal accruals, working capital facilities availed from our lenders and others
will be sufficient to address our working capital requirements, we cannot assure you that we will continue
to generate sufficient internal accruals and, or, be able to raise adequate working capital from lenders to
address our future needs. Further, while there have been no instances in Fiscal 2025, Fiscal 2024, and
Fiscal 2023, wherein our Company was unable to meet its working capital requirement, any inability to
meet our present working capital requirements or our enhanced working capital requirements will have
an adverse impact on our results of operation, business and financial condition. For further details
pertaining to our present working capital position, see ‘Objects of the Offer’ on page 124.
In addition, our Promoters have also extended personal guarantees for some of the debt facilities availed
by our Company and certain properties of one of our Promoter Group entities have also been mortgaged
for our debt facilities. Any inability to continue to provide such guarantee or their inability to honour
such guarantee or if the mortgage is no longer provided, it could result in an acceleration of such facilities
and, or, adversely impact our ability to raise debt which could impact our cash flows, result in cash flow
mismatch and adversely affect our financial condition.
34. 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.
We have issued Equity Shares to our Promoters, who are also the Selling Shareholders, and our
Promoters have acquired Equity Shares by way of transfers, at a price which could be below the Offer
Price. For more details see ‘Capital Structure’ on page 97.
56The average cost of acquisition of Equity Shares by our Promoters (Average Cost of Acquisition) is set
out below:
Name Number of Equity Shares Average Cost of Acquisition per
acquired Equity Share of face value ₹ 5 (in
₹)*
Anil Kishorepuria 28,276,536 6.66
Shruti Kishorepuria 30,441,624 6.69
BFL Private Limited 14,674,650 37.89
*As certified by Singhi & Co., Statutory Auditors pursuant to a certificate dated August 6, 2025.
The aforementioned average cost of acquisition of Equity Shares by our Promoters may be lower than
the Offer Price.
35. Our operations are subject to manufacturing risk which may cause fatal injury to personnel including
death and destruction of property and consequent imposition of civil and criminal penalties.
Our Manufacturing Facility is subject to operating risks and potential industrial accidents. Our
manufacturing units are also subject to operating risk resulting in fatal personal injury and property
damage and consequent imposition of civil and criminal penalties. While there have not been any
instances, in the Fiscal 2025, Fiscal 2024, and Fiscal 2023, of any fatal injuries at our manufacturing
facility as part of our operations, we cannot assure you that there will not be any such instance in the
future. There have been few instances of injuries to workers such as fractures, leg injuries, hand injuries,
burn to face and arms in our Manufacturing Facility during Fiscal 2025, Fiscal 2024, and Fiscal 2023.
We could also face claims and litigation filed on behalf of persons alleging injury as a result of
occupational exposure to hazards at our facility.
While our Company’s Manufacturing Facility meets the necessary safety standards and our Company
maintain insurance policies to cover accidents including bodily injuries, disability and death, accidents
including human fatalities may occur, and there can be no assurance that the precautions taken by us, and
our insurance cover will be completely effective or sufficient. Such accidents, irrespective of the
monetary liability, may have an adverse impact on our business and reputation.
36. 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. 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.
In addition, we believe that our ability to implement our business and growth strategies will also depend
on our ability to expand in global markets. 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.
37. 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 Management, and their
57ability 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 our Promoters who are actively engaged
in the day to day operations of our Company. Anil Kishorepuria who is one of our Promoters and our
Managing Director, is a second-generation entrepreneur who has significant experience in the
manufacturing sector. One of our other Promoters, and executive director, Karan Kishorepuria, oversees
human resources, purchase and procurement and growth initiative verticals. We also 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,
comprising amongst others Saikat Chatterjee – CFO, Harish Kumar Singh, DGM – Plant, Vivek Lilha,
DGM – Procurement, and Rohan Kishorepuria – Vice President Sales and Services, all of whom have
extensive experience in their respective fields and have been associated with entities in either in our
industry or our end-user industries. For details of the profiles of our Promoters, Key Managerial
Personnel and members of Senior Management, see ‘Our Promoters and Promoter Group’ and ‘Our
Management’ at page 307 and 288, respectively. Therefore, the continued involvement of our Promoters,
Key Managerial Personnel and Senior Management 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 Management and skilled and experienced
employees could adversely affect our business and results of operations.
38. 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, Key Managerial Personnel and their relatives on an arm’s length
basis. Such transactions include remuneration, advances etc.
In 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 Financial Information’ at page 315.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Sum of all Related Party 2,262.63 3,086.23 1,774.52
Transactions (₹ million)
Revenue from Operations (₹ 9,151.61 6,000.23 4,879.55
million)
Sum of all Related Party 24.72 51.44 36.37
Transaction as a % of
Revenue from Operations
For complete details of our related party transactions see ‘Restated Financial Information’ on page 315.
Summary of Fiscal 2025 % of Fiscal 2024 % of Fiscal 2023 % of
transactions with relevant relevant relevant
related parties nature of nature of nature of
transaction transaction transaction
Unsecured Loan 734.00 14.48 1,936.61 54.21 832.84 44.08
Taken by Company
58Summary of Fiscal 2025 % of Fiscal 2024 % of Fiscal 2023 % of
transactions with relevant relevant relevant
related parties nature of nature of nature of
transaction transaction transaction
(1)
Unsecured Loan 769.76 15.18 936.23 26.21 737.79 39.05
Repaid by Company
(inclusive of interest
paid) (1)
Interest on 72.05 19.29 58.06 29.83 10.33 9.19
Unsecured Loan (2)
Advance given by 0.15 0.00 - - 0.02 0.00
Company (3)
Advance received - - - - - -
back by Company (4)
Advance for 18.59 0.42 - - 68.24 3.11
purchase of land,
Land Purchase,
advance received
back and Purchase
of Capital goods (5)
Equity Shares Issued 600.00 24.64 - - 40.46 3.60
(including Securities
Premium) (6)
Expenses 68.00 0.80 68.48 1.20 60.70 1.30
(Remuneration,
Sitting Fees, Rent
etc) (7)
Purchase of Goods - - 86.02 1.87 24.06 0.69
and Trading Items (8)
Sales of Goods (9) 0.08 0.00 0.85 0.01 0.08 0.00
Note:
(1) % of total of current and non-current borrowings;
(2) % of total Finance Cost;
(3) % of total current assets;
(4) % of total current liabilities;
(5) % of total of Property, Plant and Equipment and capital work in progress;
(6) % of total equity;
(7) % of total expenses;
(8) % of total materials consumed and purchase of Stock in Trade;
(9) % of revenue from operations.
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.
39. Majority of our directors do not have any experience of being a director in a listed company. This may
require them to divert their attention from our business concerns to understand the detailed operations
of a listed company.
Our board of directors comprises 6 directors 2 of whom are promoter directors, 1 is a non-executive
director and 3 independent directors. While 2 of our directors, i.e., Dinbandhu Mohapatra and Sheetal
Jhunjhunwala have been directors in listed companies, the remaining 4 directors 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
59in being a director of a listed company. However, they are not independent directors in any 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 and our
promoter 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.
40. 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, our Company, currently, has the requisite statutory and regulatory permits, license and
approvals required to undertake its business or have applied for the 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. For details, see ‘Government and Other Approvals’ at page 426.
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.
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.
41. Our employee benefit expense is one of the larger components of our fixed operating costs. An increase
in employee benefit expense could reduce our profitability. Further any lapse on part of our employees
may lead to operational interruption, inabilities, or reputational harm.
Our pool of employees consists of employees as part of inter alia top management, sales and marketing,
human resources and administration, technical support and quality assurance, and finance and legal. As
of May 31, 2025, we had 491 permanent employees. Set out below are our employee benefit expenses
for the years indicated.
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Employee benefit expenses (₹ million) 246.44 203.72 175.10
Total operating expenses* (₹ million) 8,164.27 5,524.85 4,548.35
Employee benefit expenses as a % of total 3.02 3.69 3.85
operating expenses
*Total Operating Expenses = Total Expenses – Finance Cost
Due to economic growth in the past and the increase in competition for skilled and semi-skilled
employees in India, wages in India have, in recent years been increasing at a fast rate. Our Company may
60need to increase our compensation levels to remain competitive in attracting and retaining the quality
and number of skilled and semi-skilled employees that our business requires. Further, a shortage in the
employee pool or general inflationary pressures will also increase our costs towards employee benefits.
A significant long-term increase in our employee benefit expense could reduce our profitability, which
could, amongst others, impact our growth prospects.
Further, our Company’s attrition rate of employees during the last 3 Fiscals is set out below:
Particulars# Fiscal
2025 2024 2023
No of employees who ceased employment during the year (A) 107 112 116
Average no. of employees during the year (B) 440 391 349
Employee attrition ratio (A/B) (%)(1) 24.32 28.64 33.24
# Excluding KMPs
Set out below are details of the attrition of KMP and members of Senior Management:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of KMP and members of Senior Management who left 2 1 2
during the year (A)
Average no. of KMP and members of Senior Management 9* 9 9
during the year (B)
Attrition ratio (A/B) (%)(1) 22.22 11.11 22.22
Note:
* Rounded-off to the next integer
(1) Attrition rate has been calculated by dividing the total number of permanent employees/Key Managerial Person
and members of Senior Management who resigned during the year with the average of opening and closing total
head count of the permanent employees/Key Managerial Person and members of Senior Management during the
respective year.
We understand that the high attrition that we have experienced during the financial periods mentioned
above was primarily due to factors such as career advancement opportunities and personal reasons. While
we consider our current employee relations to be good, we cannot assure you that we will not experience
any operational interruptions such as failure in our manufacturing process or liabilities or reputational
harm due to lapse on part of our employees or any labour disputes which may adversely affect our ability
to perform our obligations. Any disputes may also result in disruptions in our operations, which may
adversely affect our business and results of operation.
42. If we are unable to attract new customers, retain customers at existing levels or sell additional products
to our existing customers, our revenue growth will be adversely affected.
To continue to grow our business, it is important that we continue to acquire new customers. Our success
in adding new customers depends on numerous factors, including our ability to offer various value-added
products, execute our sales and marketing strategy, attract, effectively train, and retain new employees
and workforce, develop or expand relationships with distributors, expand into new geographies and
verticals, effectively manage and forecast our customer count, and expand our use cases for our existing
customers. We added 108, 74, and 97, new customers during the during Fiscals 2025, 2024, and 2023,
respectively.
Our customers have no long-term contracts or obligation to purchase our products at the same prices and
terms or at all. Our customer retention may decline or fluctuate as a result of a number of factors,
including our customers’ satisfaction with our products, our prices, reduction in our customers’ spending
levels, availability of cheaper substitutes, etc. Our ability to increase revenue also depends in part on our
ability to increase the number of value-added products to be offered to our existing and new customers.
6143. We do not enter into hedging transactions in respect of our foreign currency exposure. Any losses, on
account of foreign currency exchange rate fluctuations may adversely affect our business, results of
operations and financial conditions.
We face foreign exchange rate risk to the extent that a part of our revenue, and expenses are denominated
in a currency other than the Indian Rupee. We report our results of operations in Indian Rupees. Further,
our capital expenditure in foreign currency in Fiscal 2025, Fiscal 2024, and Fiscal 2023, was as set out
below.
Particulars Fiscal
2025 (in ₹ 2024 (in ₹ 2023 (in ₹
million) million) million)
Capital expenditure in foreign currency converted 3.57 53.89 1.45
into Indian Rupees
We do not enter into hedging transactions in respect of our foreign currency exposure. Set out below
are the details of our unhedged foreign currency exposure:
Particulars Fiscal
2025 (in ₹ 2024 (in ₹ 2023 (in ₹
million) million) million)
Unhedged Foreign Currency Exposure - Trade 17.45 101.65 14.76
Receivables
Any adverse fluctuations of the Indian Rupee vis-à-vis foreign currency to which we have an exposure
cannot be accurately predicted and our attempts to mitigate the adverse effects of exchange rate
fluctuations may not be successful, which may adversely affect our business, results of operations and
financial condition.
44. We will not receive any proceeds from the Offer for Sale. The 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 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 shared by the Selling Shareholders,
and we will not receive any proceeds from the Offer for Sale.
^Subject to finalisation of the Basis of Allotment.
45. Our Promoters and Promoter Group 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.
Currently, our Promoters and members of the Promoter Group hold an aggregate of 81,775,940 Equity
Shares, constituting 99.56% of the Equity Share capital of our Company and they will continue to hold
[●] % of the Equity Share capital after the completion of this Offer. Accordingly, our Promoters and
members of the Promoter Group, 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 and members of the Promoter Group 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.
6246. There have been certain delays in payment of statutory dues in the past. Any delay in payment of
statutory dues in future, may result in the imposition of penalties and in turn may have an adverse
effect on our business, financial condition, results of operation and cash flows.
We have certain instances of delays in the payment of statutory dues in the past by our Company. The
amount pertaining to such delays are set out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Employee’s Provident Fund 0.15 0.04 0.04
Contribution (in ₹ million)
Total number of employees 568 507 433
for which provident fund was
applicable
Employee’s State Insurance 0.47 0.00 Nil
Contribution (in ₹ million)
Number of employees for 25 27 0
whom employees state
insurance contribution was
applicable
Goods and Service Tax (in ₹ Nil 74.95 87.56
million)
Tax Deducted at Source (in ₹ 0.29 6.10 6.82
million)
Number of employees for 35 33 30
whom Tax Deducted at
Source was paid
Professional Tax (in ₹ Nil Nil 0.09
million)
Number of employees for 224 183 348
whom professional tax was
applicable
The delays in the payment of statutory dues were on the account of administrative oversight. We have
strengthened our internal processes by hiring employees to dedicatedly manage GST returns and
payments and oversee timely payments of statutory dues such as provident fund, ESIC, TDS, and the
labour welfare fund.
While our Company has subsequently made payment of all pending dues, we cannot assure you that there
will not be any delays in the future. Further, while no actions have been initiated against our Company
in relation to the abovementioned non-compliances or delays, we cannot assure you that any regulatory
or statutory actions will not be initiated against us in relation to the said non-compliance. 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 reliant on human resources. Any disruption in steady and regular supply of
workforce for our operations could have an adverse impact on our business operations and financial
conditions.
We operate in a human resource intensive industry and we are reliant on availability of steady and regular
supply of human resources for our business operations. As on May 31, 2025, our Company had 195
63employees on contract basis. Any disruption in the availability of workforce (including due to strikes or
work stoppage or labour disputes) could have an adverse impact on our business operations and financial
conditions. While there have been no such instances of disruption in availability of workforce or strikes
or labour disputes, we cannot assure you that such an event will not occur in the future. Further, there
cannot be any assurance that occurrence of such an event will not have an adverse impact on our business
operations and financial conditions.
48. Our Promoters and some of our Directors and Key Managerial Personnel have interests in our
Company other than reimbursement of expenses incurred and normal remuneration or benefits.
Our Promoters, some of our Directors and Key Managerial Personnel may be regarded as having an
interest in our Company other than reimbursement of expenses incurred and normal remuneration or
benefits. Further, our Promoters and certain Directors and Key Managerial Personnel may be deemed to
be interested to the extent of Equity Shares held by them or their members of Promoter Group as well as
to the extent of bonus on such Equity Shares, and to the extent of unsecured loan advanced by our
Promoters to our Company. Our Company cannot assure you that our Promoter, Directors, and our Key
Managerial Personnel will exercise their rights as shareholders to the benefit and best interest of our
Company. For further details, please refer to the chapters ‘Our Management’ and ‘Our Promoters and
Promoter Group’ on pages 288 and 307, respectively.
49. Inability to obtain or protect our intellectual property rights may adversely affect our business.
While, as on the date of this Red Herring Prospectus, we have obtained registration of the words ‘Regaal
Resources’ in respect of 2 classes of goods and services, objections have been raised with respect to a
few of the trade mark applications made by our Company for the obtaining registration of the amongst
others ‘Regaal Resources’ in respect of certain others classes of goods and services. In the absence of
the registered trademark of our ability to protect our intellectual property may be diluted to such extent,
and could adversely affect our reputation and business, which could in turn adversely affect our financial
performance. We cannot assure you that the trade marks against which objections have been raised will
be registered in our name, and that we will continue to enjoy uninterrupted use of the said trade marks.
Additionally, one of the trademarks that we have applied for has been opposed. If we are unable to obtain
registration of the said trade mark, we will not be able to use said trade mark. 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. Our inability
to obtain or maintain our trademarks in our business, could adversely affect our reputation, goodwill,
business prospectus, and results of operations.
50. We operate in a competitive business environment. Competition from existing players and new
entrants and consequent pricing pressures and our inability to compete effectively could have a
material adverse effect on our operating margins, business growth and prospects, financial condition
and results of operations and may lead to a lower market share.
We operate in a competitive industry which is highly competitive business environment. For further
details, see ‘Our Business -Competition’ on page 261. Some of our key competitors include entities such
as Sanstar Limited, Gujarat Ambuja Exports Limited, Gulshan Polyols Limited and Sukhjit Starch and
Chemicals Limited. Some of our competitors may have certain advantages, including greater financial,
technical and, or, marketing resources, which could enhance their ability to finance growth, fund future
expansion, and, or, operate in more diversified geographies. As a result, to remain competitive in the
market we must, in addition, continuing growth strategies, continuously strive to reduce our costs and
improve our operating efficiencies. If we fail to do so, it may have an adverse effect on our market share
and results of operations. We cannot assure you that we can continue to effectively compete with such
competitors in the future, and failure to compete effectively may have an adverse effect on our business,
financial condition, and results of operations. Moreover, the competitive nature of the industry that we
operate in may result in lower commissions and decreased profit margins, which may materially
adversely affect our revenue and profitability.
51. Our contingent liabilities could materially and adversely affect our business, results of operations and
financial condition.
64The table below sets forth the details of contingent liabilities and capital commitments as on March 31,
2025, March 31, 2024, and March 31, 2023:
(₹ in million)
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Contingent Liabilities
Demands/claims by various government
authorities and other claims not acknowledged
as debts:
- Goods and Service Tax - - 1.62
- Income tax 23.29 23.29 23.29
Guarantee:
Guarantees to Financial Institutions against credit - 232.14 -
facilities extended to third parties
Total 23.29 255.43 24.91
Capital Commitments
Estimated amount of contracts remaining to be 1,169.12 71.03 208.28
executed on Capital Account (Net of Advances)
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 Financial Information’ on page 315. Further, we cannot assure you that we
will not incur similar or increased levels of contingent liabilities in the future.
52. Conflicts of interest may arise out of common pursuits between our Company, and entities forming
part of promoter group and our group companies.
There are common pursuits between our Company and (i) our Corporate Promoter and (ii) entities
forming part of our promoter group, i.e., Contessa Commercial Company Private Limited, Jiwansagar
Promotors Private Limited and SRM Private Limited by virtue of engagement in similar business
activities. Further, there are common pursuits amongst our Company and our Group Companies i.e.,
Contessa Commercial Company Private Limited, Jiwansagar Promotors Private Limited and SRM
Private Limited by virtue of engagement in similar business activities. However, the objects of the
memorandum of association of the aforementioned members of Promoter Group and Group Companies
permits them to undertake business activities that are similar to our Company. Whilst we cannot assure
you that a conflict of interest will not arise if these entities decide 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 may arise.
53. Inability to maintain adequate internal controls may affect our ability to effectively manage our
operations which may adversely affect our business operations.
As we continue to expand, our success depends on our ability to effectively utilise our resources and
maintain internal controls. We may need to modify and improve our financial and management control
processes, and other internal controls and compliance procedures to meet our evolving business needs.
If we are unable to improve our controls, systems and procedures, they may become ineffective and
adversely affect our ability to manage our operations which may adversely affect our business operations.
Our efforts in improving our internal control systems may not result in eliminating all risks. While there
have been no instances of failure of internal controls which have had a material adverse effect on our
business, in Fiscal 2025, Fiscal 2024, and Fiscal 2023, if we are not successful in discovering and
eliminating weaknesses in our internal controls, our ability to manage our business effectively may
materially and adversely be affected.
6554. We may not be able to secure additional funding in the future. In the event our Company is unable to
obtain sufficient funding, it may delay our growth plans and have a material adverse effect on our
business, cash flows and financial condition.
From time to time, our Company’s plans may change due to changing circumstances, new business
developments, new challenges or investment opportunities or unforeseen contingencies. If our plans
change or if we are required to adapt to changing circumstances or business realities, our Company may
need to obtain additional financing to meet inter alia capital expenditure. Such financing may be in the
form of debt funding, which may be raised through borrowings from commercial banks, issue of
debentures or other debt securities. If we raise funds in future by incurring additional debt, the interest
and debt repayment obligations of our Company will increase, and we may be subject to supplementary
or new covenants, which could limit our ability to access cash flow from operations and, or, other means
of financing. Moreover, these additional funds could come at a higher cost which may impact our
profitability. Further, we cannot assure you that we will be able to obtain adequate financing to fund
future capital requirements on acceptable terms, in time.
55. Our Company has paid dividends in the past. However, there cannot be any assurance that our
Company will be in a position to pay dividends in the future.
Our Company has paid dividends during Fiscal 2023. However our Company’s ability to pay dividends
in the future will depend upon a variety of factors, including our profitability, general financial
conditions, capital requirements, results of operations, contractual obligations, financing arrangements
and overall financial position, applicable Indian legal restrictions, our Company’s Articles of
Association, and other factors considered relevant by the Board of Directors of our Company. Further,
our Promoters and Promoter Group will continue to hold a significant portion of our post-Offer 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 the ‘Dividend Policy’ at
page 314.
56. This Red Herring Prospectus contains information from an industry report prepared by F&S which
we have commissioned and paid for.
This Red Herring Prospectus includes industry related information that is derived from the F&S Report
titled ‘Industry Report on Maize Starch and Derivative Products’ dated July 21, 2025 prepared by Frost
& Sullivan, a research house, pursuant to an engagement letter with our Company dated June 21, 2024.
F&S 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 F&S 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
F&S’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 Red Herring Prospectus. Additionally, some of the data and
information in the F&S 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 F&S
Report is not a recommendation to invest or disinvest in our Company. F&S has disclaimed all financial
liability in case of any loss suffered on account of reliance on any information contained in the F&S
Report.
57. We have included certain non-GAAP financial and operational measures related to our operations
and financial performance that may vary from any standard methodology that may be applicable
across the industry in which we operate, and which may not be comparable with financial, operational
or industry related statistical information of similar nomenclature computed and presented by similar
companies.
66Certain non-GAAP financial measures and certain other statistical information relating to our operations
and financial performance such as Earnings before Interest, Taxes, Depreciation and Amortization
Expenses (EBITDA)/ EBITDA Margin/ / profit after tax (PAT) margin / return on equity, return on
capital employed, fixed asset turnover ratio and cash conversion cycle ratio have been included in this
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 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.
58. There are certain risks pertaining to the industry in which we operate. If these risks materialise it
could adversely affect our business, and financial condition.
We are a manufacturer of maize based specialty products, and operate in the maize starch and derivative
products industry. The F&S report identifies certain specific risks pertaining to the industry in which we
operate – specifically, the F&S report identifies fluctuations in procurement price of maize and change
in government policies of maize prices as key risks that pertain to the industry and our Company. Further,
from a global maize starch market perspective the usage of other source derived starches such as potato
starch, tapioca starch and rice starch might hamper the demand for maize starch. Concerns of health-
conscious consumers for the non-GMO maize starch can further dampen the growth of maize starch
market. These are factors that are beyond our Company’s control and we cannot assure you that our
business and financial condition will not be adversely affected if these risks materialise.
EXTERNAL RISKS
59. 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, pandemic disease 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.
60. 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 manufacturing sector or any future volatility in global process could
67adversely 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.
61. Adverse geopolitical conditions such as an increased tension between India and its neighbouring
countries, and Russia-Ukraine conflict, could adversely affect our business, results of operations and
financial condition.
Adverse geopolitical conditions such as increased tensions between India and its neighbouring countries,
resulting in any military conflict in the region could adversely affect our business and operations. Such
events may lead to countries including the Government of India imposing restrictions on the import or
export of products or input materials, among others, and affect our ability to procure input materials
required for our manufacturing operations. We could also be affected by the introduction of or increase
in the levy of import tariffs in India, or in the countries to which we export our products, or changes in
trade agreements between countries. For instance, the government of India imposed additional tariffs in
the nature of countervailing duty and anti-dumping duty on a number of items imported from China. Any
such measure which affects our input material supply or reciprocal duties imposed on Indian products by
China or other countries may adversely affect our results of operations and financial condition. Such
measures may also have an adverse impact on the products we export, including increasing the cost of
such products, which may adversely affect our results of operations and financial condition. Further,
prolonged Russia-Ukraine conflict that is currently impacting, inter alia, global trade, prices of oil and
gas and could have an inflationary impact on the Indian economy.
62. Political, economic or other factors that are beyond our control may have an adverse effect on our
business and results of operations.
We 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 and in countries where we operate our business 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
68and 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.
63. 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 or any
foreign country, 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.
64. Our Company may be affected by competition law in India and any adverse application or
interpretation of the Competition Act could adversely affect our Company’s 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.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have
an AAEC in India. Consequently, all agreements entered into by us could be within the purview of the
Competition Act. Further, the Competition Commission of India (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. Our Company is currently not a party to an
outstanding proceeding, nor has our Company received any notice in relation to non-compliance with
the Competition Act and the agreements entered into by our Company. However, if our Company is
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 the business, results of operations and prospects of our
Company.
65. A downgrade in ratings of India, may affect the trading price of the Equity Shares.
Our Company's borrowing costs and our Company’s access to the debt capital markets depend
significantly on the credit ratings of India. India’s sovereign rating is Baa3 with a “stable” outlook
(Moody’s), BBB– with a “positive” outlook (S&P) and BBB– with a “stable” outlook (Fitch). 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 outside our Company’s control. This could have an adverse
69effect 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 the
Equity Shares.
66. 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.
Following the United Kingdom’s exit from the European Union (Brexit), there still remains significant
uncertainty around the impact of Brexit on the general economic conditions in the United Kingdom and
the European Union and any consequential impact on global financial markets. 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, the collapse of the Silicon Valley Bank during Fiscal 2023
also caused economic downturn. 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.
67. Changing laws, rules and regulations and legal uncertainties in India and other countries may
adversely affect our business and financial performance.
The regulatory and policy environment in which we operate is evolving and subject to change. Such
changes may adversely affect our business, results of operations and prospects, to the extent that we are
unable to suitably respond to and comply with any such changes in applicable law and policy. Our
business and financial performance could be adversely affected by any unexpected or onerous
requirements or regulations resulting from the introduction of any changes in laws or interpretation of
existing laws, or the promulgation of new laws, rules and regulations. Unfavorable changes in or
interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign
investment and stamp duty laws governing our business and operations could result in us being deemed
to be in contravention of such laws and may require us to apply for additional approvals. For instance,
the Supreme Court of India has, in a decision clarified the components of basic wages, which need to be
considered by companies while making provident fund payments. Any such decisions in future or any
further changes in interpretation of laws may have an impact on our results of operations.
For instance, the Government of India has recently introduced (a) the Code on Wages, 2019; (b) the Code
on Social Security, 2020; (c) the Occupational Safety, Health and Working Conditions Code, 2020; and
(d) the Industrial Relations Code, 2020 which consolidate, subsume and replace numerous existing
central labour legislations. While the provisions of these codes have not yet been fully promulgated and
notified, we are yet to determine the impact of all or some of such laws on our business and operations
which may increase our expenses and affect our results of operations and financial condition. 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 impact the viability of our
current businesses or restrict our ability to grow our businesses in the future.
68. 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. Most 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
70enforce 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 reasonable 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.
69. 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 ₹ 125,000 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
71on 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.
70. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which may be material to the Restated Financial Information prepared and presented in
accordance with SEBI ICDR Regulations contained in this 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 Financial Information, prepared and presented in accordance with Ind AS for Fiscals
2025, 2024, and 2023, included in this 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 Financial Information included in
this 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 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.
71. 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.
72. 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.
73. The requirements of being a listed company may strain our resources.
Our Company is not a publicly listed company and have not, historically, been subjected to the increased
scrutiny of our Company’s 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 our Company did not incur as an unlisted company. Our
Company will be subject to the SEBI Listing Regulations, which will require our Company to file audited
annual and unaudited quarterly reports with respect to our Company’s business and financial condition.
If our Company experience any delays, our Company may fail to satisfy our Company’s reporting
obligations and / or our Company may not be able to readily determine and accordingly report any
72changes 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
Company’s 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
Company’s disclosure controls and procedures and internal control over financial reporting, significant
resources and management attention will be required. As a result, our Company’s management’s
attention may be diverted from our Company’s business concerns, which may adversely affect the
business, prospects, results of operations and financial condition of our Company.
74. 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 Company’s 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, announcements by third parties
or governmental entities of significant claims or proceedings against us, announcements by us or our
competitors of significant acquisitions, strategic alliances, joint operations or capital commitments,
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.
75. 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.
76. 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,
73certain 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.
77. 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 including 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.
78. Sale of Equity Shares by our Promoters and Promoter Group in future may adversely affect the market
price of the Equity Shares.
After the completion of the Offer, our Promoters and Promoter Group 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.
79. The determination of the Price Band and Offer Price is based on various factors and assumptions and
the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares
after the Offer. Further, the current market price of some securities listed pursuant to certain previous
issues managed by the BRLMs is below the respective issue price.
The determination of the Price Band is based on various factors and assumptions and will be determined
by our Company in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will
be determined by our Company in consultation with the Book Running Lead Managers through the Book
Building Process. These will be based on numerous factors, including factors as described under ‘Basis
for the Offer Price’ beginning on page 137 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 Managers is below their
respective issue price. For further details, see ’Other Regulatory and Statutory Disclosures - Price
information of past issues handled by the BRLMs’ on page 445. 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.
80. 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
74to 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.
81. 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.
Under 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.
82. 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. For further details, see ‘Restrictions on Foreign Ownership of Indian Securities’ beginning
on page 483.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT
and the FEMA Rules, any investment, subscription, purchase or sale of equity instruments by entities,
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. Further, in the event of transfer of
ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly,
resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent
change in the beneficial ownership will also require approval of the Government of India. Our Company
cannot assure you that any required approval from the RBI or any other governmental agency can be
obtained on any particular terms, in a timely manner or at all.
83. 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
75or 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. Consequently, even if a potential takeover of our
Company would result in the purchase of the Equity Shares at a premium to their market price or would
otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted.
84. 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 listing of Equity Shares through the Offer, the 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, there can be no assurance regarding the ability
of shareholders to sell Equity Shares or the price at which shareholders may be able to sell their Equity
Shares.
85. The Offer Price, market capitalisation to total income multiple, market capitalisation to earnings
multiple, and price to earnings ratio based on the Offer Price of our Company, may not be indicative
of the market price of the Equity Shares on listing.
Our total income, and profit after tax for Fiscal 2025 was ₹ 9,175.76 million, and ₹ 476.68 million,
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; and our price to earnings ratio (based on profit after tax for Fiscal 2025) is [●] at the upper end of
the Price Band.
The Offer Price will be determined by our Company in consultation with the BRLMs based on various
factors and assumptions. Furthermore, the Offer Price of the Equity Shares will be determined by our
Company in consultation with the BRLMs through the Book Building Process, and will be based on
numerous factors, including factors as described under ‘Basis for the Offer Price’ beginning on page 137
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.
86. 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
76and 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.
77SECTION III: INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Offer of Equity Shares(1)(2) Up to [●] Equity Shares of face value of ₹ 5 each,
aggregating up to ₹ [●] million
which includes:
Fresh Issue(1) Up to [●] Equity Shares of face value of ₹ 5 each,
aggregating up to ₹ 2,100.00 million
Offer for Sale(2) Up to 9,412,000 Equity Shares of face value of ₹ 5
each aggregating up to ₹ [●] million
The Offer comprises of:
A) QIB Portion(3)(4) Not more than [●] Equity Shares of face value of ₹
5 each aggregating up to [●] million
of which:
(i) Anchor Investor Portion(3) Up to [●] Equity Shares of face value of ₹ 5 each
(ii) Net QIB Portion available for Up to [●] Equity Shares of face value of ₹ 5 each
allocation to QIBs other than Anchor
Investors (assuming Anchor Investor
Portion is fully subscribed)
of which:
(a) Available for allocation to Mutual Up to [●] Equity Shares of face value of ₹ 5 each
Funds only (5% of the Net QIB Portion)(3)
(b) Balance for all QIBs including Mutual Up to [●] Equity Shares of face value of ₹ 5 each
Funds
B) Non-Institutional Portion(5) Not less than [●] Equity Shares of face value of ₹ 5
each aggregating up to [●] million
of which:
(i) One-third of the Non-Institutional Portion Up to [●] Equity Shares of face value of ₹ 5 each
reserved for applicants with an
application size of more than ₹0.20 million
and up to ₹1.00 million
(ii) Two-third of the Non-Institutional Portion Up to [●] Equity Shares of face value of ₹ 5 each
reserved for applicants with an
application size of more than ₹1.00 million
C) Retail Portion (3) Not less than [●] Equity Shares of face value of ₹ 5
each aggregating up to [●] million
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as at the 82,135,940 Equity Shares of face value of ₹ 5 each
date of this Red Herring Prospectus)
Equity Shares outstanding after the Offer* [●] Equity Shares of face value of ₹ 5 each
Use of Net Proceeds See ‘Objects of the Offer’ on page 124 for
information on the use of Net Proceeds arising from
the Fresh Issue. Our Company will not receive any
proceeds from the Offer for Sale.
* To be updated upon finalisation of the Offer Price.
(1) The Offer has been authorised by our Board pursuant to the resolution passed at its meeting dated July 24, 2025 and the
Fresh Issue has been authorised by our Shareholders pursuant to a special resolution passed at their meeting dated July
25, 2025. Further, our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant
to the resolution passed at its meeting dated December 24, 2024, and July 24, 2025.
(2) Each Selling Shareholder severally and not jointly confirm that the Equity Shares being offered by the Selling
Shareholders are eligible for being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR
Regulations. Each Selling Shareholder has, severally and not jointly, consented for the sale of their respective portion of
78the Offered Shares in the Offer for Sale. For further details of the authorizations received for the Offer, see ‘Other
Regulatory and Statutory Disclosures’ on page 436.
(3) Our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with SEBI ICDR Regulations. The QIB Portion will accordingly be reduced for the
Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be
added to the 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 462.
(4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category would be
allowed to be met with spill-over from any other category or combination of categories, as applicable, at the discretion
of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable law.
Undersubscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other categories or a
combination of categories. In the event of under-subscription in the Offer, Allotment of valid Bids will be made in the first
instance towards subscription of 90% of the Fresh Issue (Minimum Subscription), provided that post satisfaction of the
Minimum Subscription, subject to receipt of any remaining valid Bids, Equity Shares will be Allotted (a) in priority
towards the balance Fresh Issue; and (b) in respect of the Offered Shares pursuant to the Offer for Sale on a pro-rata
basis in a manner proportionate to the respective portion of the Offered Shares of each Selling Shareholder. For further
details, see ‘Offer Procedure’ on page 462.
(5) Not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors of which (i) one-third of the
Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 0.20 million
and up to ₹ 1.00 million; and (ii) two third of the Non-Institutional Portion shall be available for allocation to Bidders
with an application size of more than ₹ 1.00 million provided that under-subscription in either of these two sub-categories
of Non-Institutional Category 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.
For further details, including in relation to grounds for rejection of Bids, see ‘Offer Structure’ and ‘Offer
Procedure’ on pages 458 and 462, respectively. For further details of the terms of the Offer, see ‘Terms of the
Offer’ on page 451.
79SUMMARY OF FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from our Restated Financial
Information. The information presented below may differ in certain significant respects from financial statements
prepared in accordance with generally accepted accounting principles in other countries, including IFRS. For
details, see ‘We have included certain non-GAAP financial and operational measures related to our operations
and financial performance that may vary from any standard methodology that may be applicable across the
industry in which we operate, and which may not be comparable with financial, operational or industry related
statistical information of similar nomenclature computed and presented by similar companies’ on page 66. The
summary financial information presented below should be read in conjunction with ‘Restated Financial
Information’ and ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ on
pages 315 and 382, respectively.
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80RESTATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in million)
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
ASSETS
Non-current assets
(a) Property, plant and equipment 3,714.03 3,004.23 1,752.74
(b) Right of use assets 40.40 45.45 81.38
(c) Capital work in progress 703.60 396.04 441.22
(d) Intangible assets 0.47 0.35 0.15
(e) Financial assets
(i) Investments 11.23 8.60 4.09
(ii) Other Financial Asset 19.81 16.14 14.19
(f) Other Non Current assets 331.83 35.96 174.73
Total non-current assets 4,821.37 3,506.77 2,468.50
Current assets
(a) Inventories 1,183.45 570.78 305.12
(b) Financial assets
(i) Investments - 11.19 -
(ii) Trade receivables 1,368.72 1,267.35 719.37
(iii) Cash and cash equivalents 528.95 197.76 0.92
(iv) Bank Balances other than (iii) above 8.93 - -
(v) Other Financial Asset 125.14 58.36 115.77
(c) Current tax assets 3.17 3.17 0.52
(d) Other Current Assets 562.92 244.33 105.00
Total Current assets 3,781.28 2,352.94 1,246.70
Total Assets 8,602.65 5,859.71 3,715.20
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 410.68 95.85 95.85
(b) Other equity 2,024.40 1,251.22 1,029.24
Total Equity 2,435.08 1,347.07 1,125.09
Liabilities
Non-current Liabilities
(a) Financial liabilities
(i) Borrowings 3,043.47 2,512.32 1,252.03
(ii) Lease liabilities 43.99 48.21 85.22
(b) Provisions 26.06 18.62 13.26
(c) Deferred tax liabilities (net) 182.56 127.32 85.81
Total non-current liabilities 3,296.08 2,706.47 1,436.32
Current Liabilities
(a) Financial liabilities
(i) Borrowings 2,027.01 1,059.81 637.29
(ii) Lease liabilities 4.22 3.83 1.18
81Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
(iii) Trade payables
- total outstanding dues of micro enterprises and 0.75 14.00 8.71
small enterprises
- total outstanding dues of creditors other than 479.32 533.03 398.51
micro enterprises
and small enterprises
(iv) Other Financial Liabilities 327.74 174.10 71.41
(b) Other current liabilities 15.10 19.60 30.53
(c) Provisions 0.97 0.42 0.32
(d) Current Tax Liability (Net) 16.38 1.38 5.84
Total current liabilities 2,871.49 1,806.17 1,153.79
Total liabilities 6,167.57 4,512.64 2,590.11
Total equity and liabilities 8,602.65 5,859.71 3,715.20
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82RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in million)
Particulars For the year For the year For the year
ended March 31, ended March 31, ended March 31,
2025 2024 2023
Income:
Revenue from operations 9,151.61 6,000.23 4,879.55
Other income 24.15 10.54 7.19
Total income 9,175.76 6,010.77 4,886.74
Expenses:
Cost of materials consumed 5,308.85 3,270.28 2,926.81
Purchase of Stock in Trade 1,400.49 1,321.83 581.32
Changes in inventories of finished goods and Stock (63.33) (270.88) (27.17)
in trade
Employee benefits expense 246.44 203.72 175.10
Finance costs 373.50 194.65 112.45
Depreciation and amortisation expense 140.56 88.27 75.53
Other expenses 1,131.26 911.63 816.76
Total expenses 8,537.77 5,719.50 4,660.80
Profit before tax 637.99 291.27 225.94
Tax expense:
-Current tax 106.60 28.53 37.74
-Deferred tax 54.71 41.32 20.62
Total Tax Expense 161.31 69.85 58.36
Profit for the period/year 476.68 221.42 167.58
Other comprehensive income/(loss) for the
period/year
Item that will not be subsequently reclassified to
profit or loss
(a) Re-measurement gains/(losses) on defined 2.11 0.75 0.62
benefit obligations
(b) Income tax effect on above (0.53) (0.19) (0.16)
Total other comprehensive income/(loss), net of 1.58 0.56 0.46
tax
Total comprehensive income for the period/year 478.26 221.98 168.04
Earnings per equity share (EPS) (face value of share
of ₹ 5 each)
Basic Earnings per Share 6.05 2.89 2.20
Diluted Earnings per Share 6.03 2.89 2.20
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83RESTATED STATEMENT OF CASH FLOW
(₹ in million)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
A. Cash Flow from Operating
Activities
Profit before tax 637.99 291.27 225.94
Adjustments for : 135.51
83.22 68.05
Depreciation and amortization
expenses
Depreciation on Right of use assets 5.05 5.05 7.48
Finance cost 368.68 189.49 107.87
Finance cost on leasing arrangement 4.82 5.16 4.58
Interest income (0.68) (0.24) (0.25)
Stock Option Compensation Expenses 12.23 - -
Change in fair value of financial assets (0.62) (0.78) 0.13
through FVTPL
Profit on sale of Mutual Fund (0.06) - -
Allowance for expected credit loss (9.72) 1.57 2.04
Bad and Doubtful debt written off 0.17 0.27 0.46
Unrealised Foreign Exchange (0.12) (1.15) (0.08)
Difference
(Profit) /Loss on sale of fixed assets - (0.32) -
Liability written back (3.78) (1.33) (2.44)
Operating profit before working 1,149.47 572.21 413.78
capital changes
Movement in working capital: (91.70) (548.67) (376.41)
Decrease / (Increase) in Trade
Receivables
Decrease / (Increase) in inventories (612.67) (265.66) 219.76
Decrease / (Increase) in other financial (391.52) (83.84) (75.96)
and non financial assets
Increase / (Decrease) in Trade (63.18) 141.14 247.46
Payables
Increase / (Decrease) in other financial (10.81) (4.68) 9.84
and non financial liabilities
Cash Generated from/(used in) (20.41) (189.50) 438.47
operations
Income tax paid (net of refund) (91.60) (35.64) (92.18)
Net cash flow from / (used in) (112.01) (225.14) 346.29
operating activities
B. Cash Flow from Investing
Activities
Payment for acquisition of property, (1,280.91) (1,049.74) (695.89)
plant and equipment, CWIP and
intangible assets
84Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Proceeds from sale/ disposal of fixed - 1.34 0.02
assets
Capital subsidy received - - 1.84
(Investment in)/ Redemption of mutual 9.24 (14.92) -
fund
Investment in Fixed Deposit (8.93) - -
Interest received 0.68 0.24 0.25
Net cash used in investing activities (1,279.92) (1,063.08) (693.78)
C. Cash flow from Financing
Activities
Proceeds from non current borrowings 1,621.09 790.42 369.12
from Banks and NBFC
Repayment of non current borrowings (336.26) (455.78) (97.28)
from Banks and NBFC
Proceeds/(Repayment) of non current 24.13 1,030.61 (7.80)
borrowings from Related parties and
Others (net)
Proceeds/(Repayment) of current 789.39 317.55 190.34
borrowings from banks and NBFC
(net)
Issue of equity shares (Including share - - 40.46
premium)
Repayment of lease liabilities (3.83) (3.49) (4.78)
Interest paid on leasing arrangement (4.82) (5.16) (4.58)
Dividend Paid - - (28.76)
Interest paid (366.58) (189.09) (109.16)
Net cash from financing activities 1,723.12 1,485.06 347.56
Net (decrease)/increase in Cash and 331.19 196.84 0.07
Cash Equivalents
Cash and Cash Equivalents at the 197.76 0.92 0.85
beginning of the period/year
Cash and Cash Equivalents at the end 528.95 197.76 0.92
of the period/year
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85GENERAL INFORMATION
Our Company was originally incorporated as ‘Regal Resources Private Limited’, at Kolkata as a private limited
company under the Companies Act, 1956 and received a certificate of incorporation issued by the RoC on January
02, 2012. Subsequently, pursuant to a special resolution passed by the Shareholders of our Company on October
10, 2015, the name of our Company was changed to ‘Regaal Resources Private Limited’ and a fresh certificate of
incorporation dated October 26, 2015 was issued to our Company by the RoC. Thereafter, our Company was
converted into a public limited company pursuant to a special resolution passed by the Shareholders of our
Company on November 10, 2021 and the name of our Company was changed to ‘Regaal Resources Limited’ and
a fresh certificate of incorporation dated March 30, 2022 was issued to our Company by RoC.
For further details in relation to changes in Registered Office of our Company, see ‘History and Certain Corporate
Matters’ on page 280.
Registered Office and Corporate Office of our Company
Regaal Resources Limited
6th Floor, D2/2, Block – EP & GP,
Sector-V, Kolkata,
West Bengal, India, 700091
Telephone: 033 35222405
E-mail: cs@regaal.in
Website: www.regaalresources.com
Company registration number and corporate identity number
The registration number and corporate identity number of our Company are as follows:
Company Registration Number: 171600
Corporate Identity Number: U15100WB2012PLC171600
Registrar of Companies
Our Company is registered with the RoC, Kolkata at West Bengal, situated at the following address:
Address of the RoC
Corporate Bhawan, 4th Floor, Plot No. IIIF/16,
in AA –IIIF Rajarhat, New Town,
Akandakeshari Kolkata –700135.
Board of Directors
The following table sets out the brief details of our Board as on the date of this Red Herring Prospectus:
Name of Director Designation DIN Address
Anil Kishorepuria Chairman and Managing 00724328 3, Hungerford Street, Flat No. 2,
Director Next to St. Xavier’s College,
Kolkata, West Bengal, India –
700017
Karan Kishorepuria Whole Time Director 09228702 3, Hungerford Street, Flat No. 2,
Next to St. Xavier’s College,
Kolkata, West Bengal, India –
700017
Dinabandhu Mohapatra Independent Director 07488705 Blue Sagar, Bidhaba Ashram,
Square Goudabad Sahi, Puri Town,
Odisha, India – 752001
Sheetal Jhunjhunwala Independent Director 00020198 53 Mukund, 6/1/3 Queens Park,
Birla Mandir, Ballygunge, Kolkata,
West Bengal – 700019
86Name of Director Designation DIN Address
Rajesh Raghunath Independent Director 10238178 H. No. A-22, Babu Nagar, Opp.
Pednekar Milroc Retreat, Alto Ribandar,
Tiswadi, North Goa - 403006
Munish Jhajharia Non-Executive Director 01108077 61, Muktaram Babu Street,
Barabazar, Kolkata – 700007
For brief profiles and further details of our directors, see ‘Our Management’ on page 288.
Company Secretary and Compliance Officer
Tinku Kumar Gupta is the Company Secretary and Compliance Officer of our Company. His contact details are
as follows:
Address: 6th Floor, D2/2, Block-EP & GP,
Sector-V, Kolkata,
West Bengal, India, 700091
Telephone: 033 35222405
E-mail: cs@regaal.in
Investor Grievances
Investors can contact the Company Secretary and Compliance Officer, the BRLMs 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 or non-receipt
of funds by electronic mode.
All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The
Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number,
Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the
Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid
cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than UPI
Bidders using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI
ID in case of UPI Bidder using the UPI Mechanism.
In terms of the SEBI Master Circular (to the extent applicable), any ASBA Bidder whose Bid has not been
considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the
same by the concerned SCSB within three months of the date of listing of the Equity Shares. In terms of the SEBI
Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI Master Circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable), SCSBs are required to
compensate the investor immediately on the receipt of complaint. Further, the BRLMs are required to compensate
the investor for delays in grievance redressal from the date on which the grievance was received until the actual
date of unblock.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediaries in addition to the information mentioned hereinabove. All
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, 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 BRLMs with whom the
Bid cum Application Form was submitted by the Anchor Investor.
Book Running Lead Managers
Pantomath Capital Advisors Private Limited
Pantomath Nucleus House,
Saki Vihar Road,
Andheri (East), Mumbai – 400 072,
Maharashtra, India.
87Tel: 1800 889 8711
E-mail: regaal.ipo@pantomathgroup.com
Investor grievance e-mail: investors@pantomathgroup.com
Website: www.pantomathgroup.com
Contact Person: Kaushal Patwa
SEBI Registration No.: INM000012110
Sumedha Fiscal Services Limited
6A Geetanjali, 8B Middleton Street,
Kolkata – 700 071,
West Bengal, India
Tel: +91 332 229 8936 / 6813 5900
E-mail: clm_sfsl@sumedhafiscal.com
Investor grievance e-mail: mb_compliance@sumedhafiscal.com
Website: www.sumedhafiscal.com
Contact Person: Ajay K Laddha
SEBI Registration No.: INM000008753
Statement of Inter-se Allocation of Responsibilities
The following table sets out the list of responsibilities for various activities to be performed by the Book Running
Lead Managers:
Sr. Activity Responsibility Co-Ordinator
No.
1. Capital structuring, positioning strategy and due diligence of the Pantomath and Pantomath
Company including its operations/management/business Sumedha
plans/legal etc. Drafting and design of the Draft Red Herring
Prospectus, the Red Herring Prospectus, the Prospectus,
abridged prospectus and application form. The Book Running
Lead Managers shall ensure compliance with stipulated
requirements and completion of prescribed formalities with the
Stock Exchanges, RoC and SEBI including finalisation of
Prospectus and RoC filing.
2. Drafting and approval of all statutory advertisement Pantomath and Pantomath
Sumedha
3. Appointment of Intermediaries - Registrar to the Offer and Pantomath and Sumedha
Advertising Agency including coordination of all agreements to Sumedha
be entered into with such Intermediaries
4. Drafting and approval of all publicity material other than Pantomath and Sumedha
statutory advertisement as mentioned above including corporate Sumedha
advertising, brochure, etc. and filing of media compliance
report.
5. Appointment of Intermediaries - Printers, Banker(s) to the Pantomath and Sumedha
Offer, Monitoring Agency and other intermediaries, including Sumedha
coordination of all agreements to be entered into with such
Intermediaries
6. Preparation of road show presentation and frequently asked Pantomath and Sumedha
questions Sumedha
7. Domestic institutional marketing and International institutional Pantomath and Sumedha
marketing of the Offer, which will cover, inter alia: Sumedha
• Institutional marketing strategy
• Finalizing the list and division of investors for one-to-
one meetings
• Finalizing road show and investor meeting schedules
8. Retail marketing of the Offer, which will cover, inter alia: Pantomath and Pantomath
• Formulating marketing strategies, preparation of Sumedha
publicity budget
88Sr. Activity Responsibility Co-Ordinator
No.
• Finalising media, marketing and frequently asked
questions at retail road shows, public relations strategy;
• Arranging for selection of underwriters and
underwriting agreement;
• Finalising brokerage collection centers;
• Finalising centres for holding conferences for brokers
etc.; and
• Follow-up on distribution of publicity and Offer
material including form, RHP/Prospectus and deciding
on the quantum of the Offer material
9. Non-Institutional marketing of the Offer, which will cover, inter Pantomath and Pantomath
alia: Sumedha
• Finalising media, marketing and public relations
strategy; and
• Formulating strategies for marketing to Non Institutional
Investors
10. Coordination with Stock Exchanges for book building software, Pantomath and Sumedha
bidding terminals, mock trading, anchor coordination, anchor Sumedha
CAN and intimate on of anchor allocation and submission of
letters to regulators post completion of anchor allocation
11. Managing the book and finalization of pricing in consultation Pantomath and Pantomath
with the Company. Sumedha
12. Post bidding activities including management of escrow Pantomath and Pantomath
accounts, finalisation of the basis of allotment based on Sumedha
technical rejections, post Offer stationery, essential follow-up
steps including follow-up with bankers to the Offer and Self
Certified Syndicate Banks and coordination with various
agencies connected with the post-offer activity such as
registrar to the offer, bankers to the offer, Self- Certified
Syndicate Banks, etc. listing of instruments, demat credit and
refunds/ unblocking of monies, announcement of allocation
and dispatch of refunds to Bidders, etc., payment of the
applicable STT on behalf of Selling Shareholders coordination
for investor complaints related to the Offer, including
responsibility for underwriting arrangements
Co-ordination with SEBI and Stock Exchanges for submission
of all post Offer reports including the initial and final post Offer
report to SEBI.
Syndicate Member
Asit C. Mehta Investment Interrmediates Limited
Pantomath Nucleus House, Saki Vihar Road,
Andheri East, Mumbai – 400072
Maharashtra, India
Tel: +91 22 67878997 and +91 9892288852
E-mail: twinkle.raval@acm.co.in, manju.makwana@acm.co.in, compliance@acm.co.in
Website: https://www.investmentz.com
Investor grievance e-mail: investorgrievance@acm.co.in
Contact Person: Mrs. Twinkle Raval
SEBI Registration Number: INZ000186336
Legal Counsel to the Offer
Bharucha & Partners
13th Floor, Free Press Journal,
Free Press Marg, Nariman Point,
89Mumbai – 400001,
Maharashtra, India.
Tel: +91 22 6132 3900
Statutory Auditor to our Company
Singhi & Co.
161, Sarat Bose Road,
Kolkata – 700026,
West Bengal, India.
Telephone: 91 (33) 24196000
E-mail: kolkata@singhi.com
Firm registration number: 302049E
Peer review number: 014484
Contact Person: Giridhari Lal Choudhary
Changes in Auditors
Except as disclosed below, there has been no change in the Statutory Auditors of our Company during the last 3
years preceding the date of this Red Herring Prospectus:
Particulars Date of change Reasons for change
Singhi & Co. September 30, 2022 Appointment as statutory
161, Sarat Bose Road, auditors due to expiry of the term
Kolkata – 700026, of previous statutory auditors.
West Bengal, India.
Telephone: 91 (33) 24196000
E-mail: kolkata@singhi.com
Firm registration number: 302049E
Peer review number: 014484
Registrar to the Offer
MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
C-101, 247 Park, 1st Floor, L B S Marg,
Vikhroli (West), Mumbai – 400 083
Maharashtra, India
Tel: +91 810 811 4949
E-mail: regaalresources.ipo@in.mpms.mufg.com
Website: www.in.mpms.mufg.com
Investor grievance e-mail: regaalresources.ipo@in.mpms.mufg.com
Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
CIN: U67190MH1999PTC118368
Bankers to the Offer
Escrow Collection Bank, Refund Bank, and Sponsor Bank
Axis Bank Limited
Axis House”, 6th Floor, C-2, Wadia International Centre,
Pandurang Budhkar Marg, Worli,
Mumbai – 400 025
Tel: 022 - 24253672
E-mail: Mangesh1.Bhosle@axisbank.com
Website: www.axisbank.com
Contact Person: Mangesh Bhosle
SEBI Registration Number: INBI00000017
90Public Offer Account Bank and Sponsor Bank
HDFC Bank Limited
FIG- OPS Department- Lodha, I Think Techno Campus O-3 Level,
Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai - 400042
Maharashtra, India
Tel: +91 22 30752927/28/2914
E-mail: siddharth.jadhav@hdfcbank.com, sachin.gawade@hdfcbank.com, eric.bacha@hdfcbank.com,
tushar.gavankar@hdfcbank.com, pravin.teli2@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Eric Bacha/ Sachin Gawade / Pravin Teli / Siddharth Jadhav / Tushar Gavankar
SEBI Registration Number: INBI00000063
Bankers to our Company
Bandhan Bank Limited
Head Office - Adventz Infinity Building, 13th Floor,
BN – 5, Sector V, Salt Lake City, Kolkata -
700091
Telephone: 9903294066
Email: ankit.somani@bandhanbank.com
Website: www.bandhanbank.com
Contact Person: Ankit Somani
ICICI Bank Limited
38, Hemant Basu Sarani, Hare St, Kolkata,
West Bengal 700001
Telephone: 9324914524
Email: mohit.sarawagi@icicibank.com
Website: www.icicibank.com
Contact Person: Mohit Sarawagi
IndusInd Bank Limited
J B House, 2 Upper Wood Street,
Kolkata – 700017
Telephone: 9674449955
Email: apurb.shakti@indusind.com
Website: www.indusind.com
Contact Person: Apurb Shakti
SBM Bank India Limited
SBM Bank, CS Tower, 3A, Camac Street,
Kolkata-700016
Telephone: +91 9830248099
Email: homagni.dutta@sbmbank.co.in
Website: www.sbmbank.co.in
Contact Person: Homagni Dutta / Rishi Pancha
Kotak Mahindra Bank
22, Camac Street, Block – C,
Kolkata 700016
Telephone: 9830882270 / 8013886674
Email: vaishali.more@kotak.com / mriganka.goswami@kotak.com
Website: www.kotak.com
91Contact Person: Vaishali More / Mriganka Goswami
Axis Bank Limited
1, Shakespeare Sarani,
AC Market Building, Kolkata - 700071
Telephone: 8900246185
Email: cbbkolkata.branchhead@axisbank.com
Website: www.axisbank.com
Contact Person: Astik Mondal
Punjab National Bank
MCC Kolkata North, DD11, OBC Bank House,
Saltlake Sector 1,
Kolkata, 700064
Telephone: 9331234429
Email: mcc8123@pnb.co.in
Website: www.pnbindia.in
Contact Person: Santosh Kumar Gupta/ Olivia Ray
HDFC Bank Limited
3A, Gurusaday Road, Ballygunge
Kolkata - 700019
West Bengal, India
Telephone: +91 7002856821
Email: naman.keshan@hdfcbank.com
Website: https://www.hdfcbank.com/
Contact Person: Naman Keshan
IDFC First Bank Limited
Saket Building, 1st Floor, 44 Saket Building,
Kolkata - 700015
Telephone: 9051566121
Email: Akshay.bhalotia@idfcfirstbank.com
Website: https://www.idfcfirstbank.com/
Contact Person: Akshay Bhalotia
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder
(other than a UPI Bidder using the UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a
Registered Broker, CRTA 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 UPI Bidders) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time.
Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at
www.sebi.gov.in.
SCSBs eligible as Issuer Banks for UPI Mechanism
92In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, and SEBI Master
Circular (to the extent applicable), UPI Bidders using the UPI Mechanism may only apply through the SCSBs and
mobile applications whose names appears on the website of the SEBI, which may be updated from time to time.
A list of SCSBs and mobile applications, which are live for applying in public issues using UPI Mechanism is
available on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for
SCSBs and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for
mobile applications or at such other websites as may be prescribed by SEBI from time to time
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors) 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
at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, which may be
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 at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or any such other
website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stock broker network of the stock exchange, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers, eligible to accept ASBA Forms
from Bidders (other than UPI Bidders) 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 https://www.nseindia.com
respectively, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and www.nseindia.com/products-services/initial-
public-offerings-asba-procedures, respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and www.nseindia.com/products-services/initial-
public-offerings-asba-procedures, respectively, as updated from time to time.
Expert
Except as stated below, our Company has not obtained any expert opinion:
Our Company has received written consent dated July 28, 2025, and August 6, 2025, from our Statutory Auditors
namely, Singhi & Co., holding a valid peer review certificate from ICAI to include their name as required under
Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in
respect of their examination report, dated July 24, 2025, on our Restated Financial Information; and the statement
of special tax benefits dated July 28, 2025, included in this Red Herring Prospectus in terms of Section 26(5) of
the Companies Act, read with SEBI ICDR Regulations, and such consent has not been withdrawn as on the date
of this Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined
under U.S. Securities Act.
Our Company has received written consent dated August 6, 2025, from Sanmarks & Associates, Chartered
Accountant to include his name as an ‘expert’ as defined under Section 2(38) of the Companies Act to the extent
and in his capacity as Independent Chartered Accountant in respect of the certificates dated August 6, 2025, issued
by him in connection with certain information included in this Red Herring Prospectus in terms of Section 26(5)
93of the Companies Act, read with SEBI ICDR Regulations, and such consent has not been withdrawn as of the date
of this 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 August 6, 2025, from Binay Kumar Datta, Chartered Engineer
to include their name as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent and
in their capacity as an independent Chartered Engineer and in respect of the certificate dated August 6, 2025,
issued by them in connection with the capacity utilisation and certain other details included in this Red Herring
Prospectus in terms of Section 26(5) of the Companies Act, read with SEBI ICDR Regulations, and such consent
has not been withdrawn as of the date of this 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 December 31, 2024 from AK Labh & Co., practicing Company
Secretary, to include its name as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the
extent and in its capacity as practicing Company Secretary and in respect of the certificate dated December 31,
2024 issued by it in connection with the history of equity share capital of our Company and the build-up of
shareholding of our Promoters included in this Red Herring Prospectus in terms of Section 26(5) of the Companies
Act, read with SEBI ICDR Regulations, and such consent has not been withdrawn as of the date of this Red
Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S.
Securities Act.
Monitoring Agency
Our Company has appointed CARE Ratings Limited as the monitoring agency in compliance with Regulation 41
of the SEBI ICDR Regulations, for monitoring the utilization of the Gross Proceeds. For details in relation to the
proposed utilisation of the Gross Proceeds, see ‘Objects of the Offer’ on page 124.
Name: CARE Ratings Limited
4th Floor, Godrej Coliseum, Somaiya Hospital Road,
Off Eastern Express Highway,
Sion (East), Mumbai – 400 022
Tel: +91 – 22 – 6754 3456
Email: Nikhil.Soni@careedge.in
Website: www.careratings.com
Contact Person: Mr. Nikhil Soni
SEBI Registration Number: IN/CRA/004/1999
CIN: L67190MH1993PLC071691
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 the Offer.
Grading of the Offer
No credit agency registered with SEBI has been appointed in respect of obtaining grading for this Offer.
Debenture Trustee
As this is an Offer consisting only of Equity Shares, the appointment of debenture trustees is not required.
Appraising Entity
None of the objects of the Offer for which the Net Proceeds will be utilised have been appraised by any agency.
Accordingly, no appraising entity has been appointed in relation to the Offer.
Filing
94A copy of the Draft Red Herring Prospectus was filed electronically through the SEBI intermediary portal at
https://siportal.sebi.gov.in/intermediary/index.html, as required under Regulation 25(8) of the SEBI ICDR
Regulations and in accordance with the SEBI Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated
June 21, 2023.
It was also filed with the SEBI at the following address:
Securities and Exchange Board of India
Corporation Finance Department,
Division of Issues and Listing
SEBI Bhavan, Plot No. C4-A,
“G” Block, Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051 Maharashtra, India.
A copy of this Red Herring Prospectus, along with the material contracts and documents is being filed under
Section 32 of the Companies Act with the RoC and a copy of the Prospectus to be filed under Section 26 of the
Companies Act, 2013 will be filed with the RoC at its office, and through the electronic portal at
http://www.mca.gov.in
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis
of this Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band.
The Price Band which will be decided by our Company, in consultation with the BRLMs and, if not disclosed in
this Red Herring Prospectus will be advertised in all editions of the Financial Express, an English language
national daily with wide circulation and all editions of Jansatta, a Hindi language national daily with wide
circulation and all editions of Dainik Statesman, a Bengali language daily newspaper with wide circulation
(Bengali being the regional language of Kolkata, West Bengal where our Registered Office is located), at least 2
Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the
purposes of uploading on their respective websites. The Offer Price shall be determined by our Company and the
BRLMs after the Bid/Offer Closing Date. For details, please see the section entitled ‘Offer Procedure’ on page
462.
All potential Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating
in the Offer by providing details of their respective ASBA Account in which the corresponding Bid Amount will
be blocked by the SCSBs and Sponsor Bank, as the case may be. The RIBs may participate in the Offer through
the ASBA process by either (a) providing the details of their respective ASBA Account in which the corresponding
Bid Amount will be blocked by SCSBs; or (b) through the UPI Mechanism. 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 allowed to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount)
at any stage. Retail Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw
their Bids until the Bid/Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after
the Anchor Investor Bidding Date. Allocation to the Anchor Investors will be on a discretionary basis, while
allocation to QIBs (other than Anchor Investors) will be on a proportionate basis.
For further details on the method and procedure for Bidding and book building procedure, please see the sections
entitled ‘Terms of the Offer, ‘Offer Structure’ and ‘Offer Procedure’ on pages 451, 458 and 462, respectively.
The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to
change from time to time. Investors are advised to make their own judgment about an investment through
this process prior to submitting a Bid.
Bidders should note the Offer is also subject to: (i) obtaining final listing and trading approvals from the
Stock Exchanges, which our Company shall apply for after Allotment; and (ii) filing of Prospectus with the
RoC.
95Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.
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 issued through the Offer. 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
entered into as on the date of this Red Herring Prospectus. Pursuant to the terms of the Underwriting Agreement,
the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified
therein.
The 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. This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC.)
Amount
Name, address, telephone number and e-mail Indicative Number of Equity
Underwritten
address of the Underwriters Shares to be Underwritten
(in ₹ million)
[●] [●] [●]
The abovementioned underwriting commitment is indicative only and will be finalised after determination of
Offer Price and finalisation of Basis of Allotment and subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters),
the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The Underwriters are registered as merchant bankers with SEBI or as stock brokers with Stock
Exchange(s). Our Board of Directors, at its meeting held on [●], has accepted and entered into the Underwriting
Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set
forth in the table above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to the Equity Shares allocated to investors respectively procured by them in accordance with the
Underwriting Agreement. In the event of any default in payment, the respective Underwriter, in addition to other
obligations defined in the Underwriting Agreement, will also be required to procure subscribers for or subscribe
to the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement.
96CAPITAL STRUCTURE
The share capital of our Company, as of the date of this Red Herring Prospectus is set forth below:
(in ₹ million, except share data)
Sr. Aggregate Aggregate value
Particulars
No. nominal value at Offer Price*
A AUTHORISED SHARE CAPITAL
140,000,000 Equity Shares of face value of ₹ 5 each. 700.00 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
82,135,940 Equity Shares of face value of ₹ 5 each 410.68 -
C PRESENT OFFER
Offer of up to [●] Equity Shares of face value of ₹ 5 each [●] [●]*
aggregating up to ₹ [●] million (1)(2)
Of which:
Fresh Issue of up to [●] Equity Shares of ₹ 5 each aggregating up [●] [●]
to ₹ 2,100.00 million(1)(2)
Offer for Sale of up to 9,412,000 Equity Shares of ₹ 5 each [●] [●]
aggregating up to ₹ [●] million(2)
D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER#
[●] Equity Shares of face value ₹ 5 each* [●] -
E SECURITIES PREMIUM ACCOUNT
Before the Offer 908.62
After the Offer* [●]
*To be included upon finalization of the Offer Price.
# Assuming full subscription of the Offer.
(1) The Offer has been authorised by our Board pursuant to its resolution dated July 24, 2025 and the Fresh Issue has
been authorised by our Shareholders pursuant to a special resolution dated July 25, 2025. Further, our Board has
taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated
December 24, 2024, and July 24, 2025.
(2) Each Selling Shareholder, severally, and not jointly, confirms that the Equity Shares being offered by the Selling
Shareholders are eligible for being offered for sale pursuant to the Offer in terms of the SEBI ICDR Regulations. For
details of the authorizations received for the Offer, please see ‘Other Regulatory and Statutory Disclosures’ on page
436.
For details of changes to our authorised share capital in the past 10 years, please see ‘History and Certain
Corporate Matters –Amendments to the Memorandum of Association in the last 10 years’ on page 281.
(Remainder of this page has been intentionally left blank)
97Notes to the Capital Structure
Our Company is in compliance with the Companies Act, 2013 and the Companies Act, 1956, to the extent applicable, with respect to issuance of Equity Shares from the date
of incorporation of our Company till the date of filing of this Red Herring Prospectus.
1. Equity Share capital history of our Company
A. Primary issuance of Equity Shares
The following table sets forth the history of the Equity Share capital of our Company:
Date of Number Details of allottees Face Issue Form of Nature of Cumulative Cumulative
allotment of Equity value price consideration consideration number of paid-up
Shares per per Equity Equity
allotted Equity Equity Shares Share
Share Share Capital (₹)
(₹) (₹)
January 02, 10,000 Subscription to Memorandum of Association by 10 10 Cash Initial 10,000 100,000
2012 allotment of (i) 2,500 Equity Shares to Saroj Rateria; Subscription to
(ii) 2,500 Equity Shares to Arun Garodia; and (iii) the
5,000 Equity Shares to Sudarshan Mimani. Memorandum of
Association
December 687,500 Allotment of (i) 62,500 Equity Shares to Raj Kumar 10 40 Cash Preferential 697,500 6,975,000
07, 2015 Kishorepuria; (ii) 12,500 Equity Shares to Anil Issue
Kishorepuria; (iii) 62,500 Equity Shares to Manoj
Panwar; (iv) 62,500 Equity Shares to SRM Pvt Ltd;
(v) 62,500 Equity Shares to Sriyash Vyapaar Private
Limited; (vi) 10,000 Equity Shares to Sagar Business
Private Limited; (vii) 177,500 Equity Shares to
Contessa Commercial Co. Private Limited; (viii)
97,500 Equity Shares to Jiwansagar Times Private
Limited, (ix) 25,000 Equity Shares to Nupur
Singhania; and (vii) 115,000 Equity Shares to
Sriyash Retail (India) Pvt. Ltd.
June 14, 301,500 Allotment of (i) 120,000 Equity Shares to Ridhi 10 40 Cash Rights Issue in 999,000 9,990,000
2016 Sidhi Fincon Private Limited; (ii) 38,0 00 Equity the ratio of 0.43
Shares to Contessa Commercial Co. Privat e Limited; (1) equity shares
(iii) 55,500 Equity Shares to BFL Privat e Limited; for each existing
(iv) 38,000 Equity Shares to KSL Resources Private equity shares.
98Date of Number Details of allottees Face Issue Form of Nature of Cumulative Cumulative
allotment of Equity value price consideration consideration number of paid-up
Shares per per Equity Equity
allotted Equity Equity Shares Share
Share Share Capital (₹)
(₹) (₹)
Limited; (v) 6,500 Equity Shares to Inservia
Innovations Private Limited; (vi) 38,0 00 Equity
Shares to SRM Private Limited; and (vii) 5,500
Equity Shares to Sriyash Vyapaar Private Limited.
September 467,500 Allotment of (i) 102,500 Equity Shares to BFL 10 40 Cash Private 1,466,500 14,665,000
28, 2016 Private Limited; (ii) 75,000 Equity Shares to Placement
Contessa Commercial Co. Private Limited; (iii)
127,500 Equity Shares to Sriyash Retail (India)
Private Limited; and (iv) 162,500 Equity Shares to
Shruti Kishorepuria.
October 5, 435,000 Allotment of (i) 150,000 Equity Shares to BFL 10 40 Cash Private 1,901,500 19,015,000
2016 Private Limited; (ii) 100,000 Equity Shares to Ridhi Placement
Sidhi Fincon Private Limited; (iii) 17,500 Equity
Shares to Sriyash Retail (India) Private Limited; and
(iv) 167,500 Equity Shares to Shruti Kishorepuria.
October 207,500 Allotment of (i) 47,500 Equity Shares to Sriyash 10 40 Cash Private 2,109,000 21,090,000
17, 2016 Retail (India) Private Limited; (ii) 125,000 Equity Placement
Shares to Sriyash Vyapaar Private Limited; and (iii)
35,000 Equity Shares to Shruti Kishorepuria.
October 425,000 Allotment of (i) 250,000 Equity Shares to Contessa 10 40 Cash Private 2,534,000 25,340,000
21, 2016 Commercial Co. Private Limited; (ii) 50,000 Equity Placement
Shares to Ridhi Sidhi Fincon Private Limited; (iii)
57,500 Equity Shares to Sriyash Vyapaar Private
Limited; (iv) 45,000 Equity Shares to Jiwansagar
Towers Private Limited; and (v) 22,500 Equity
Shares to Jiwansagar Times Private Limited.
December 403,500 Allotment of (i) 228,500 Equity Shares to BFL 10 40 Cash Private 2,937,500 29,375,000
6, 2016 Private Limited; (ii) 12,500 Equity Shares to Raj Placement
Kumar Kishorepuria; and (iii) 162,500 Equity
Shares to Manoj Panwar.
April 6, 496,875 Allotment of (i) 408,750 Equity Shares to KSL 10 40 Cash Private 3,434,375 34,343,750
2017 Resources Private Limited; (ii) 45,000 Equity Shares Placement
99Date of Number Details of allottees Face Issue Form of Nature of Cumulative Cumulative
allotment of Equity value price consideration consideration number of paid-up
Shares per per Equity Equity
allotted Equity Equity Shares Share
Share Share Capital (₹)
(₹) (₹)
to BFL Private Limited; (iii) 17,500 Equity Shares to
Contessa Commercial Co. Private Limited; (iv)
23,125 Equity Shares to Jiwansagar Times Private
Limited; and (v) 2,500 Equity Shares to Sriyash
Retail (India) Private Limited.
April 20, 337,925 Allotment of (i) 297,925 Equity Shares to 10 40 Cash Private 3,772,300 37,723,000
2017 Jiwansagar Times Private Limited; (ii) 30,000 Placement
Equity Shares to BFL Private Limited; and (iii)
10,000 Equity Shares to Binod Kumar Kishorepuria.
May 31, 107,500 Allotment of (i) 72,500 Equity Shares to Jiwansagar 10 40 Cash Private 3,879,800 38,798,000
2017 Towers Private Limited; and (ii) 35,000 Equity Placement
Shares to Jiwansagar Times Private Limited.
June 3, 21,250 Allotment of 21,250 Equity Shares to Sajjan Kumar 10 40 Cash Private 3,901,050 39,010,500
2017 Kishorepuria (HUF) Placement
June 12, 87,500 Allotment of (i) 40,000 Equity Shares to Jiwansagar 10 40 Cash Private 3,988,550 39,885,500
2017 Towers Private Limited; and (ii) 47,500 Equity Placement
Shares to SRM Private Limited.
June 19, 63,500 Allotment of (i) 13,125 Equity Shares to Raj Kumar 10 40 Cash Private 4,052,050 40,520,500
2017 Kishorepuria (HUF); (ii) 11,875 Equity Shares to Placement
Binod KR Kishorepuria (HUF); (iii) 16,000 Equity
Shares to Shiv Kumar Kishorepuria (HUF); (iv)
12,500 Equity Shares to Sriyash Vyapaar Private
Limited; and (v) 10,000 Equity Shares to Sajjan KR
Kishorepuria
June 27, 17,500 Allotment of (i) 5,000 Equity Shares to Sajjan KR 10 40 Cash Private 4,069,550 40,695,500
2017 Kishorepuria; (ii) 7,500 Equity Shares to Santosh Placement
Devi Kishorepuria; and (iii) 5,000 Equity Shares to
Jiwansagar Towers Private Limited
July 10, 55,000 Allotment of (i) 25,000 Equity Shares to Jiwansagar 10 40 Cash Private 4,124,550 41,245,500
2017 Towers Private Limited; (ii) 5,000 Equity Shares to Placement
Saroj Devi Kishorepuria; (iii) 5,000 Equity Shares to
Santoshi Kishorepuria; (iv) 10,000 Equity Shares to
100Date of Number Details of allottees Face Issue Form of Nature of Cumulative Cumulative
allotment of Equity value price consideration consideration number of paid-up
Shares per per Equity Equity
allotted Equity Equity Shares Share
Share Share Capital (₹)
(₹) (₹)
Sajjan KR Kishorepuria; and (v) 10,000 Equity
Shares to Shiv KR Kishorepuria.
July 21, 475,000 Allotment of (i) 225,000 Equity Shares to Manish 10 40 Cash Private 4,599,550 45,995,500
2017 Khaitan; and (ii) 250,000 Equity Shares to Energy Placement
Efficient Engineering Systems LLP.
July 28, 350,625 Allotment of (i) 12,500 Equity Shares to Jiwansagar 10 40 Cash Private 4,950,175 49,501,750
2017 Times Private Limited; (ii) 3,125 Equity Shares to Placement
Sajjan KR Kishorepuria; (iii) 325,000 Equity Shares
to Manish Khaitan; (iv) 5,000 Equity Shares to
Anubhav Kishorepuria; and (v) 5,000 Equity Shares
to Swati Kishorepuria.
September 210,000 Allotment of (i) 162,500 Equity Shares to Manish 10 40 Cash Private 5,160,175 51,601,750
4, 2017 Khaitan; and (ii) 47,500 Equity Shares to Jiwansagar Placement
Times Private Limited.
September 141,250 Allotment of (i) 87,500 Equity Shares to Anil 10 40 Cash Private 5,301,425 53,014,250
11, 2017 Kishorepuria; and (ii) 53,750 Equity Shares to Raj Placement
Kumar Kishorepuria.
September 750,000 Allotment of 750,000 Equity Shares to Shruti 10 40 Cash Private 6,051,425 60,514,250
15, 2017 Kishorepuria. Placement
September 81,250 Allotment of (i) 6,250 Equity Shares to Raj Kumar 10 40 Cash Private 6,132,675 61,326,750
17, 2017 Kishorepuria (HUF); (ii) 50,000 Equity Shares to Placement
Nupur Singhania; and (iii) 25,000 Equity Shares to
Sriyash Vyapaar Private Limited.
March 27, 267,500 Allotment of (i) 100,000 Equity Shares to Anil 10 40 Cash Rights Issue in 6,400,175 64,001,750
2018 Kishorepuria; and (ii) 167,500 Equity Shares to BFL the ratio of 0.04
Private Limited. (2) equity shares
for each existing
equity shares
held.
April 27, 200,000 Allotment of 200,000 Equity Shares to Jiwansagar 10 40 Cash Rights Issue in 6,600,175 66,001,750
2018 Towers Private Limited. the ratio of 0.03
(3) equity shares
101Date of Number Details of allottees Face Issue Form of Nature of Cumulative Cumulative
allotment of Equity value price consideration consideration number of paid-up
Shares per per Equity Equity
allotted Equity Equity Shares Share
Share Share Capital (₹)
(₹) (₹)
for each existing
equity shares
held.
November 770,000 Allotment of (i) 45,000 Equity Shares to Shruti 10 51 Cash Rights Issue in 7,370,175 73,701,750
23, 2020 Kishorepuria; (ii) 345,000 Equity Shares to Anil the ratio of 0.12
Kishorepuria; (iii) 140,000 Equity Shares to BFL (4) equity shares
Private Limited; and (iv) 240,000 Equity Shares to for each existing
SRM Private Limited. equity shares
held.
January 20, 716,000 Allotment of (i) 560,000 Equity Shares to Anil 10 51 Cash Rights Issue in 8,086,175 80,861,750
2021 Kishorepuria; and (ii) 156,000 Equity Shares to the ratio of 0.10
Contessa Commercial Co. Pvt Ltd. (5) equity shares
for each existing
equity shares
held.
March 11, 1,064,000 Allotment of (i) 210,000 Equity Shares to Shruti 10 51 Cash Rights Issue in 9,150,175 91,501,750
2021 Kishorepuria; (ii) 335,000 Equity Shares to Anil the ratio of 0.13
Kishorepuria; (iii) 154,000 Equity Shares to BFL (6) equity shares
Private Limited; (iv) 205,000 Equity Shares to SRM for each existing
Private Limited; and (v) 160,000 Equity Shares to equity shares
Contessa Commercial Co. Private Limited. held.
June 7, 435,000 Allotment of 4,35,000 Equity Shares to Shruti 10 93 Cash Rights Issue in 9,585,175 95,851,750
2022 Kishorepuria. the ratio of 0.05
(7) equity shares
for each existing
equity shares
held.
Equity Shares of face value of ₹ 10 each of our Company were sub-divided into Equity Shares of face value of ₹ 5 each. Consequently, the issued, subscribed, and paid-up
share capital of our Company comprising 9,585,175 Equity Shares of face value of ₹ 10 each was sub-divided into 19,170,350 Equity Shares of face value of ₹ 5 each
authorised by our Board pursuant to the resolution at its meeting held on November 6, 2024 and Shareholders pursuant to the special resolution at their meeting held on
November 6, 2024.
102Date of Number Details of allottees Face Issue Form of Nature of Cumulative Cumulative
allotment of Equity value price consideration consideration number of paid-up
Shares per per Equity Equity
allotted Equity Equity Shares Share
Share Share Capital (₹)
(₹) (₹)
November 57,511,050 Allotment of (i) 21,207,402 Equity Shares to Anil 5 Nil NA Bonus issue in 76,681,400 383,407,000
8, 2024 Kishorepuria; (ii) 7,596,900 Equity Shares to BFL the ratio of 3
Private Limited; (iii) 116,250 Equity Shares to Raj Equity Shares
Kumar Kishorepuria (HUF); (iv) 52,500 Equity for every 1
Shares to Raj Kumar Kishorepuria; (v) 22,831,218 existing Equity
Equity Shares to Shruti Kishorepuria; (vi) 4,716,780 Shares
Equity Shares to SRM Private Limited; (vii) 270,000
Equity Shares to Rohan Kishorepuria; and (viii)
720,000 Equity Shares to Karan Kishorepuria
November 5,454,540 Allotment of (i) 4,545,450 Equity Shares to BFL 5 110 Cash Preferential 82,135,940 410,679,700
18, 2024 Private Limited; and (ii) 909,090 Equity Shares to issue pursuant to
SRM Private Limited conversion of
unsecured loan
into Equity
Shares*
(1) Rights issue in the ratio of 0.43226 equity shares for each existing equity shares.
(2) Rights issue in the ratio of 0.04362 equity shares for each existing equity shares.
(3) Rights issue in the ratio of 0.03125 equity shares for each existing equity shares.
(4) Rights issue in the ratio of 0.11666 equity shares for each existing equity shares.
(5) Rights issue in the ratio of 0.09715 equity shares for each existing equity shares.
(6) Rights issue in the ratio of 0.13158 equity shares for each existing equity shares.
(7) Rights issue in the ratio of 0.04754 equity shares for each existing equity shares.
*Allotment of 4,545,450 Equity Shares to BFL Private Limited and 909,090 Equity Shares to SRM Private Limited against conversion of unsecured loan of ₹ 599,999,400
B. Acquisitions of Equity Shares of our Company through secondary transactions by Shareholders (other than transactions involving our Promoters)
Set out below are the details of acquisitions of Equity Shares of our Company through secondary transactions by our Shareholders (other than transactions involving our
Promoters). For details of acquisitions of Equity Shares by our Promoters, please see - Build-up of our Promoters’ equity shareholding in our Company on page 111.
103Date of Name of Name of No. of Face Transfer Total Nature of Percentage of Percentage of
Transfer of transferor transferee Equity value price per consideration (in consideration the pre-Offer the post-Offer
Equity Shares per Equity ₹) Equity Share Equity Share
Shares equity Share (₹) capital (%) capital (%)
share
(₹)
March 17, Saroj Rateria Bijay Kumar 2,500 10 10 25,000 Cash 0.01 [●]
2014 Kishorepuria
March 17, Arun Garodia Sabita Devi 2,500 10 10 25,000 Cash 0.01 [●]
2014 Kishorepuria
March 17, Sudarshan Nitin 2,500 10 10 25,000 Cash 0.01 [●]
2014 Mimani Kishorepuria
March 17, Sudarshan Rachna 2,500 10 10 25,000 Cash 0.01 [●]
2014 Mimani Kishorepuria
May 21, 2018 Energy Efficient Sriyash Vyapaar 50,000 10 40 2,000,000 Cash 0.12 [●]
Engineering Private Limited
Systems LLP
June 30, 2018 Energy Efficient Jiwansaagaar 57,500 10 40 2,300,000 Cash 0.14 [●]
Engineering Realty Private
Systems LLP Limited
September 4, Energy KSL Resources 122,500 10 40 4,900,000 Cash 0.30 [●]
2018 Efficient Private Limited
Engineering
Systems LLP
September 4, Energy Sriyash Vyapaar 12,500 10 40 5,00,000 Cash 0.03 [●]
2018 Efficient Private Limited
Engineering
Systems LLP
January 15, Sajjan Kumar Jiwansagar 21,250 10 46 977,500 Cash 0.05 [●]
2020 Kishorepuria Times Private
(HUF) Limited
April 1, 2020 Sriyash Contessa 2,63,000 10 51 13,413,000 Cash 0.64 [●]
Vyapaar Private Commercial Co.
Limited Private Limited
104Date of Name of Name of No. of Face Transfer Total Nature of Percentage of Percentage of
Transfer of transferor transferee Equity value price per consideration (in consideration the pre-Offer the post-Offer
Equity Shares per Equity ₹) Equity Share Equity Share
Shares equity Share (₹) capital (%) capital (%)
share
(₹)
April 01, KSL Resources SRM Private 1,93,130 10 51 98,49,630 Cash 0.47 [●]
2020 Private Limited Limited
April 01, KSL Resources Rohan 45,000 10 51 2,295,000 Cash 0.11 [●]
2020 Private Limited Kishorepuria
November Manoj Panwar Nitin 125,000 10 51 6,375,000 Cash 0.30 [●]
17, 2020 Kishorepuria
November Manoj Panwar Rachna 100,000 10 51 5,100,000 Cash 0.24 [●]
17, 2020 Kishorepuria
November Ridhi Sidhi Bijay Kumar 120,025 10 51 6,121,275 Cash 0.29 [●]
17, 2020 Fincon Private Kishorepuria
Limited
November Ridhi Sidhi Sabita Devi 150,000 10 51 7,650,000 Cash 0.37 [●]
17, 2020 Fincon Private Kishorepuria
Limited
August 09, Binod Saroj Devi 11,875 10 Nil NA Transmission 0.03 [●]
2021 Kishorepuria Kishorepuria
(HUF)
(Remainder of this page has been intentionally left blank)
1052. Details of shares issued for consideration other than cash or by way of bonus issue or out of revaluation
reserves.
Except as disclosed below, our Company has not issued any Equity Shares for consideration other than cash
or by way of a bonus issue or out of revaluation reserves:
Date of Number of Face Issue Form of Reasons Benefits, if
Allotment Equity value (₹) price per consideration for any that
Shares Equity allotment have
allotted Shares (₹) accrued to
our
Company
November 08, 57,511,050 5 Nil NA Bonus issue N.A.
2024 in the ratio
of 3 Equity
Shares for
every
existing
Equity
Share
3. Our Company does not have any preference share capital as of the date of this Red Herring Prospectus.
4. Our Company has not allotted any Equity Shares pursuant to any scheme of arrangement approved under
Sections 391- 394 of the Companies Act, 1956, or Sections 230-234 of the Companies Act, 2013.
5. Our Company has not issued any Equity Shares pursuant to an employee stock option scheme till the date of
this Red Herring Prospectus. For further details in relation to our ESOP Scheme, see ‘Capital Structure -
Employee Stock Option Plan’ on page 119.
6. Other than as disclosed in “Equity Share capital history of our Company – Primary issuance of Equity
Shares” our Company has not issued any Equity Shares at a price that may be lower than the Offer Price
during a period of 1 year preceding the date of this Red Herring Prospectus.
7. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of
filing of this Red Herring Prospectus and the Bid/Offer Closing Date shall be reported to the Stock Exchanges
within 24 hours of such transactions.
8. None of the Equity Shares held by our Shareholders are pledged or otherwise encumbered as on the date of
this Red Herring Prospectus.
9. Except for the stock options granted pursuant to our ESOP Scheme to eligible employees, there are no
outstanding options or convertible securities, including any outstanding warrants or rights to convert
debentures, loans or other instruments convertible into, or which would entitle any person any option to
receive our Equity Shares as on the date of this Red Herring Prospectus.
(Remainder of the page has been intentionally kept blank)
10610. Shareholding Pattern of our Company
The table below sets out the shareholding pattern of our Company as on the date of this Red Herring Prospectus:
Categ Catego No. of No. of No. No. of Total Shareh No. of Voting Rights held in No. of Total Share No. of No. of Non- Other Total No. of
ory(I ry of Share fully of share No. olding each class of s ecurities (IX) Share No of holdi locked Equity disposal encumbr Number Equity
) Share holder paid- Pa s of as a s shares ng. as in Shares underta ances, if of Shares Shares
holde s (III) up rtl unde shar % of Under on a % Equity pledged king any encumbered held in
r (II) Equi y rlyin es total lying fully assu Shares (XIV) (XV) (XVI) (XVII) = demate
ty pai g held No. of Outst diluted ming (XIII) (XIII+X rialized
Shar d- depo (VII) Equit andin basis full IV+XV form
es up sitor = y g (Includ conve I) (XVIII)
held Eq y (IV) Share Tota conve ing rsion N As N As N As N As No. As a
(IV) uit recei +(V ) s No. of Voting Rights l as a rtible warra of o a o a o. a o. a (a) % of
(IV) y pts + (calcul Class Cla Total % of securi nts, conve . % . % ( % (a) % total
Sh (VI) (VI) ate as ties ESOP r(ati)b le of ( of
(Equi ss (A+ a of of shar
are per (Inclu Conve securi tot a tot
ty (Ot B+C ) tot tot es
s SCRR ding rtible ties al ) al
Shar her
hel ) ) Warra (as a sh sh al al held
es) )
d (VIII) nt Securit perce are are sh sh (b)
(V) As a , ies ntage s s are are
% of ESOP etc. of hel hel s s
(A+B+ etc.) (XI)=( dilut d d
hel hel
C2) (X) VII+X ed (b) (b)
d d
) shar
capita (b) (b)
l)
(XII)
=
(VII)
+(X)
As a
% of
(A+B
+C2)
(A) Promot 7 81,77 0 0 81,77 99.56 81,77 0 81,77 99.56 0 0 0 0 0 0 0 0 0 0 0 0 0 81,775,9
er and 5,940 5,940 5,94 5,94 40
Promot 0 0
er
Group
(B) Public 1 360,0 0 0 360,0 0.44 360,0 0 360,0 0.44 0 0 0 0 0 0 0 0 0 0 0 0 0 360,000
00 00 00 00
(C) Non - - - - - - - - - - - - - - - - - - - - - - - -
Promot
er- Non
Public
107Categ Catego No. of No. of No. No. of Total Shareh No. of Voting Rights held in No. of Total Share No. of No. of Non- Other Total No. of
ory(I ry of Share fully of share No. olding each class of s ecurities (IX) Share No of holdi locked Equity disposal encumbr Number Equity
) Share holder paid- Pa s of as a s shares ng. as in Shares underta ances, if of Shares Shares
holde s (III) up rtl unde shar % of Under on a % Equity pledged king any encumbered held in
r (II) Equi y rlyin es total lying fully assu Shares (XIV) (XV) (XVI) (XVII) = demate
ty pai g held No. of Outst diluted ming (XIII) (XIII+X rialized
Shar d- depo (VII) Equit andin basis full IV+XV form
es up sitor = y g (Includ conve I) (XVIII)
held Eq y (IV) Share Tota conve ing rsion N As N As N As N As No. As a
(IV) uit recei +(V ) s No. of Voting Rights l as a rtible warra of o a o a o. a o. a (a) % of
(IV) y pts + (calcul Class Cla Total % of securi nts, conve . % . % ( % (a) % total
Sh (VI) (VI) ate as ties ESOP r(ati)b le of ( of
(Equi ss (A+ a of of shar
are per (Inclu Conve securi tot a tot
ty (Ot B+C ) tot tot es
s SCRR ding rtible ties al ) al
Shar her
hel ) ) Warra (as a sh sh al al held
es) )
d (VIII) nt Securit perce are are sh sh (b)
(V) As a , ies ntage s s are are
% of ESOP etc. of hel hel s s
(A+B+ etc.) (XI)=( dilut d d
hel hel
C2) (X) VII+X ed (b) (b)
d d
) shar
capita (b) (b)
l)
(XII)
=
(VII)
+(X)
As a
% of
(A+B
+C2)
(C1) Shares - - - - - - - - - - - - - - - - - - - - - - - -
underl
ying
deposit
ory
receipt
s
(C2) Shares - - - - - - - - - - - - - - - - - - - - - - - -
held by
employ
ee
trusts
Total (A+B+C) 8 82,13 0 0 82,13 100.00 82,13 0 82,13 100.0 0 0 0 0 0 0 0 0 0 0 0 0 0 82,135,9
5,940 5,940 5,94 5,94 0 40
0 0
10811. Other details of Shareholding of our Company
a. As on the date of the filing of this Red Herring Prospectus, our Company has 8 shareholders.
b. Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company as on the date of filing of this Red Herring Prospectus:
Sr. Name of the Shareholder No. of Equity Shares Percentage of the pre-
No. Offer Equity Share
capital (%)
1. Anil Kishorepuria 28,276,536 34.43
2. Shruti Kishorepuria 30,441,624 37.06
3. BFL Private Limited 14,674,650 17.87
4. Karan Kishorepuria 960,000 1.17
5. SRM Private Limited 7,198,130 8.76
Total 81,550,940 99.29
c. Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of 10 days prior to the date of filing of this Red Herring Prospectus:
Sr. Name of the Shareholder No. of Equity Shares Percentage of the pre-
No. Offer Equity Share
capital (%)
1. Anil Kishorepuria 28,276,536 34.43
2. Shruti Kishorepuria 30,441,624 37.06
3. BFL Private Limited 14,674,650 17.87
4. Karan Kishorepuria 960,000 1.17
5. SRM Private Limited 7,198,130 8.76
Total 81,550,940 99.29
d. Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, on a fully diluted basis as of the date 1 year prior to the date of filing of this Red Herring
Prospectus:
Sr. Name of the Shareholder No. of equity shares* Percentage of the pre-
No. Offer Equity Share
capital (%)
1. Anil Kishorepuria 3,534,567 36.88
2. Shruti Kishorepuria 3,805,203 39.70
3. BFL Private Limited 1,266,150 13.21
4. SRM Private Limited 786,130 8.20
5. Karan Kishorepuria 120,000 1.25
Total 9,512,050 99.24
*Face value of ₹ 10 each
e. Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company as of the date 2 years prior to the date of filing of this Red Herring Prospectus:
109Sr. Name of the Shareholder No. of equity shares* Percentage of the pre-
No. Offer Equity Share
capital (%)
1. Anil Kishorepuria 3,534,567 36.88
2. Shruti Kishorepuria 3,805,203 39.70
3. BFL Private Limited 1,266,150 13.21
4. SRM Private Limited 786,130 8.20
5. Karan Kishorepuria 120,000 1.25
Total 9,512,050 99.24
*Face value of ₹ 10 each
12. Our Company may alter its capital structure within a period of six months from the Bid/Offer Opening Date, by
way of split or consolidation of the denomination of Equity Shares, or by way of further issue of Equity Shares
(including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares), whether
on a preferential basis, or by way of issue of bonus Equity Shares, or on a rights basis, or by way of further public
issue of Equity Shares, or otherwise to finance an acquisition, merger or joint venture or for regulatory compliance
or such other scheme of arrangement or for acquiring assets or for business purposes or any other purpose as the
Board may deem fit, if an opportunity of such nature is determined by its Board of Directors to be in the interest
of our Company.
13. Details of Shareholding of our Promoters and the members of the Promoter Group in our Company
a. As on the date of this Red Herring Prospectus, our Promoters hold 74,352,810 Equity Shares constituting
90.52% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company, as set forth
below:
Percentage of Percentage of
Post-Offer No.
Sr. Name of the Pre-Offer No. of the pre-Offer the post-Offer
of Equity
No. Shareholders Equity Shares Equity Share Equity Share
Shares
capital (%) capital
Promoters
1. Anil Kishorepuria 28,276,536 34.43 [●] [●]
2. Shruti Kishorepuria 30,441,624 37.06 [●] [●]
3. BFL Private Limited 14,674,650 17.87 [●] [●]
4. Karan Kishorepuria 960,000 1.17 [●] [●]
Promoter Group
5. SRM Private Limited 7,198,130 8.76 [●] [●]
6. Raj Kumar 155,000 0.19 [●] [●]
Kishorepuria HUF
7. Raj Kumar 70,000 0.09 [●] [●]
Kishorepuria
Total 81,775,940 99.56 [●] [●]
110Build-up of the Promoters’ shareholding in our Company
The build-up of the equity shareholding of our Promoters since incorporation of our Company is set forth in the
tables below:
(i) Anil Kishorepuria’s shareholding
Nature of transaction Date of No. of Equity Face Issue / Form of Percentage Percentage of
allotment / Shares value per acquisiti consideration of the pre- the post-Offer
acquisition/ Equity on/ Offer capital (%)
transfer and Share (₹) transfer capital (%)
made fully paid price
up per
Equity
Share
(₹)
Preferential issue December 7, 2015 12,500 10 40 Cash 0.03 [●]
Transfer to Ridhi Sidhi June 14, 2016 (25) 10 40 Cash 0.00 [●]
Fincon Private Limited
Transfer to BFL June 14, 2016 (25) 10 40 Cash 0.00 [●]
Private Limited
Transfer to KSL June 14, 2016 (25) 10 40 Cash 0.00 [●]
Resources Private
Limited
Transfer to Inservia June 14, 2016 (25) 10 40 Cash 0.00 [●]
Innovation Private
Limited
Private Placement September 11, 87,500 10 40 Cash 0.21 [●]
2017
Rights Issue in the March 27, 2018 100,000 10 40 Cash 0.24 [●]
ratio of 0.04 (1) equity
shares for each
existing equity shares
held.
Transfer from Energy September 4, 7,500 10 40 Cash 0.02 [●]
Efficient Engineering 2018
Systems LLP
Gift from Sajjan December 5, 2019 28,125 10 NA Gift 0.07 [●]
Kumar Kishorepuria
Gift from Santosh December 5, 2019 7,500 10 NA Gift 0.02 [●]
Devi Kishorepuria
Transfer from Santoshi April 01, 2020 5,000 10 51 Cash 0.01 [●]
Kishorepuria
Transfer from Shiv April 01, 2020 10,000 10 51 Cash 0.03 [●]
Kumar Kishorepuria
Transfer from Manish April 01, 2020 712,500 10 51 Cash 1.74 [●]
Khaitan
Transfer from Shiv April 01, 2020 16,000 10 51 Cash 0.04 [●]
Kumar Kishorepuria
(HUF)
Rights Issue in the November 23, 345,000 10 51 Cash 0.84 [●]
ratio of 0.12 (2) equity 2020
shares for each
existing equity shares
held.
111Nature of transaction Date of No. of Equity Face Issue / Form of Percentage Percentage of
allotment / Shares value per acquisiti consideration of the pre- the post-Offer
acquisition/ Equity on/ Offer capital (%)
transfer and Share (₹) transfer capital (%)
made fully paid price
up per
Equity
Share
(₹)
Rights Issue in the January 20, 2021 560,000 10 51 Cash 1.36 [●]
ratio of 0.10 (3) equity
shares for each
existing equity shares
held.
Rights Issue in the March 11, 2021 335,000 10 51 Cash 0.82 [●]
ratio of 0.13 (4) equity
shares for each
existing equity shares
held.
Transfer from March 18, 2021 325,500 10 51 Cash 0.79 [●]
Jiwansagar Towers
Pvt. Ltd.
Transmission from March 29, 2022 10,000 10 NA Transmission 0.03 [●]
Binod Kumar
Kishorepuria
Transfer from Saroj March 29, 2022 16,875 10 64 Cash 0.04 [●]
Devi Kishorepuria
Transfer from March 29, 2022 5,000 10 64 Cash 0.01 [●]
Anubhav Kishorepuria
Transfer from Swati March 29, 2022 5,000 10 64 Cash 0.01 [●]
Kishorepuria
Transfer from Sagar March 29, 2022 10,000 10 64 Cash 0.02 [●]
Business Pvt. Ltd.
Transfer from Inservia March 29, 2022 6,525 10 64 Cash 0.02 [●]
Innovation Pvt. Ltd.
Transfer from March 29, 2022 871,642 10 64 Cash 2.12 [●]
Contessa Commercial
Co. Pvt. Ltd
Transfer from March 29, 2022 57,500 10 64 Cash 0.14 [●]
Jiwansagar Realty Pvt.
Ltd.
Pursuant to a resolution passed by the Board at their meeting held on November 6, 2024 and Shareholders at their meeting held on
November 6, 2024, the face value of the Equity Shares of our Company was sub-divided from ₹10 each to ₹ 5 each. Therefore,
3,534,567 Equity Shares held by Anil Kishorepuria were sub-divided into 7,069,134 Equity Shares.
Bonus issue in the ratio November 08, 21,207,402 5 Nil NA 25.82 [●]
of 3 Equity Shares for 2024
every 1 Equity Shares
held
Total 28,276,536 34.43 [●]
(1) Rights issue in the ratio of 0.04362 equity shares for each existing equity shares.
(2) Rights issue in the ratio of 0.11666 equity shares for each existing equity shares
(3) Rights issue in the ratio of 0.09715 equity shares for each existing equity shares.
(4) Rights issue in the ratio of 0.13158 equity shares for each existing equity shares.
112(ii) Shruti Kishorepuria’s shareholding
Nature of Date of allotment No. of Equity Face Issue / Form of Percentag Percentage of
transaction / acquisition/ Shares value per acquisition/ considera e of the the post-Offer
transfer and Equity transfer tion pre-Offer capital (%)
made fully paid Share (₹) price per capital
up Equity (%)
Share (₹)
Private Placement September 28, 162,500 10 40 Cash 0.40 [●]
2016
Private Placement October 5, 2016 167,500 10 40 Cash 0.41 [●]
Private Placement October 17, 2016 35,000 10 40 Cash 0.08 [●]
Private Placement September 15, 750,000 10 40 Cash 1.83 [●]
2017
Transfer from Sriyash April 01, 2020 87,500 10 51 Cash 0.21 [●]
Vyapaar Pvt. Ltd.
Transfer from KSL April 01, 2020 138,020 10 51 Cash 0.34 [●]
Resources Pvt. Ltd.
Transfer from April 01, 2020 557,300 10 51 Cash 1.36 [●]
Jiwansagar Times Pvt.
Ltd.
Transfer from Sriyash April 01, 2020 310,000 10 51 Cash 0.75 [●]
Retails (India) Pvt.
Ltd.
Rights Issue in the November 23, 45,000 10 51 Cash 0.11 [●]
ratio of 0.12 (1) equity 2020
shares for each
existing equity shares
held.
Rights Issue in the March 11, 2021 210,000 10 51 Cash 0.51 [●]
ratio of 0.13 (2) equity
shares for each
existing equity shares
held.
Transfer from March 18, 2021 62,000 10 51 Cash 0.15 [●]
Jiwansagar Towers
Pvt. Ltd.
Transfer from Bijay August 09, 2021 122,525 10 51 Cash 0.30 [●]
Kumar Kishorepuria
Transfer from Nitin August 09, 2021 127,500 10 51 Cash 0.31 [●]
Kishorepuria
Transfer from Nupur August 09, 2021 75,000 10 51 Cash 0.18 [●]
Singhania
Transfer from Rachna August 09, 2021 102,500 10 51 Cash 0.25 [●]
Kishorepuria
Transfer from Sabita August 09, 2021 152,500 10 51 Cash 0.37 [●]
Devi Kishorepuria
Transfer from March 29, 2022 265,358 10 64 Cash 0.64 [●]
Contessa Commercial
Co Private Limited
Rights Issue in the June 07, 2022 435,000 10 93 Cash 1.06 [●]
ratio of 0.05 (3) equity
shares for each
existing equity shares
held.
113Nature of Date of allotment No. of Equity Face Issue / Form of Percentag Percentage of
transaction / acquisition/ Shares value per acquisition/ considera e of the the post-Offer
transfer and Equity transfer tion pre-Offer capital (%)
made fully paid Share (₹) price per capital
up Equity (%)
Share (₹)
Pursuant to a resolution passed by the Board at their meeting held on November 6, 2024 and Shareholders at their meeting held on
November 06, 2024, the face value of the Equity Shares of our Company was sub-divided from ₹10 each to ₹ 5 each. Therefore,
3,805,203 Equity Shares held by Shruti Kishorepuria were sub-divided into 7,610,406 Equity Shares.
Bonus issue in the November 08, 22,831,218 5 Nil NA 27.80 [●]
ratio of 3 Equity 2024
Shares for every 1
Equity Shares held
Total 30,441,624 37.06 [●]
(1) Rights issue in the ratio of 0.11666 equity shares for each existing equity shares.
(2) Rights issue in the ratio of 0.13158 equity shares for each existing equity shares.
(3) Rights issue in the ratio of 0.04754 equity shares for each existing equity shares.
(iii) Karan Kishorepuria’s shareholding
Nature of Date of allotment / No. of Equity Face Issue / Form of Percentage Percentage of
transaction acquisition/ Shares value per acquisition/ consideration of the pre- the post-Offer
transfer and made Equity transfer Offer capital (%)
fully paid up Share (₹) price per capital
Equity (%)
Share (₹)
Gift from Raj Kumar March 1, 2022 120,000 10 NA NA 0.29 [●]
Kishorepuria
Pursuant to a resolution passed by the Board at their meeting held on November 6, 2024 and Shareholders at their meeting held on
November 06, 2024 the face value of the Equity Shares of our Company was sub-divided from ₹10 each to ₹ 5 each. Therefore,
120,000 Equity Shares held by Karan Kishorepuria were sub-divided into 240,000 Equity Shares.
Bonus issue in the November 08, 2024 720,000 5 NA NA 0.88 [●]
ratio of 3 Equity
Shares for every 1
Equity Shares held
Total 960,000 1.17 [●]
(iv) BFL Private Limited shareholding
Nature of transaction Date of allotment No. of Equity Face Issue / Form of Percentage Percentage of
/ acquisition/ Shares value per acquisition/ consideration of the pre- the post-Offer
transfer and Equity transfer Offer capital (%)
made fully paid Share (₹) price per capital
up Equity (%)
Share (₹)
Rights Issue in the ratio June 14, 2016 55,500 10 40 Cash 0.14 [●]
of 0.43 (1) equity shares
for each existing equity
shares.
Transfer from Anil June 14, 2016 25 10 40 Cash 0.00 [●]
Kishorepuria
114Nature of transaction Date of allotment No. of Equity Face Issue / Form of Percentage Percentage of
/ acquisition/ Shares value per acquisition/ consideration of the pre- the post-Offer
transfer and Equity transfer Offer capital (%)
made fully paid Share (₹) price per capital
up Equity (%)
Share (₹)
Private Placement September 28, 102,500 10 40 Cash 0.25 [●]
2016
Private Placement October 5, 2016 150,000 10 40 Cash 0.37 [●]
Private Placement December 6, 2016 228,500 10 40 Cash 0.56 [●]
Private Placement April 6, 2017 45,000 10 40 Cash 0.11 [●]
Private Placement April 20, 2017 30,000 10 40 Cash 0.07 [●]
Rights Issue in the ratio March 27, 2018 167,500 10 40 Cash 0.41 [●]
of 0.04 (2) equity shares
for each existing equity
shares held.
Transfer from KSL April 01, 2020 193,125 10 51 Cash 0.47 [●]
Resources Private
Limited
Rights Issue in the ratio November 23, 140,000 10 51 Cash 0.34 [●]
of 0.12 (3) equity shares 2020
for each existing equity
shares held.
Rights Issue in the ratio March 11, 2021 154,000 10 51 Cash 0.37 [●]
of 0.13 (4) equity shares
for each existing equity
shares held.
Pursuant to a resolution passed by the Board at their meeting held on November 6, 2024 and Shareholders at their meeting held on
November 6, 2024, the face value of the Equity Shares of our Company was sub-divided from ₹10 each to ₹ 5 each. Therefore,
1,266,150 Equity Shares held by BFL Private Limited were sub-divided into 2,532,300 Equity Shares.
Bonus issue in the ratio November 8, 2024 7,596,900 5 Nil NA 9.25 [●]
of 3 Equity Shares for
every Equity Shares
held
Preferential issue November 18, 4,545,450 5 110 Cash 5.53 [●]
pursuant to conversion 2024
of unsecured loan into
Equity Shares*
Total 14,674,650 17.87 [●]
(1) Rights issue in the ratio of 0.43226 equity shares for each existing equity shares
(2) Rights issue in the ratio of 0.04362 equity shares for each existing equity shares.
(3) Rights issue in the ratio of 0.11666 equity shares for each existing equity shares.
(4) Rights issue in the ratio of 0.13158 equity shares for each existing equity shares
*Allotment of 4,545,450 Equity Shares to BFL Private Limited and 909,090 Equity Shares to SRM Private Limited against conversion of unsecured
loan of ₹ 599,999,400
b. All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such
Equity Shares.
c. All Equity Shares held by our Promoters are in dematerialized form as on the date of this Red Herring
Prospectus.
d. None of the Equity Shares held by our Promoters are pledged or otherwise encumbered as on the date of this
Red Herring Prospectus. Further, none of the Equity Shares being offered for sale through Offer for Sale are
pledged or otherwise encumbered as on the date of this Red Herring Prospectus.
115e. Except as set forth below, no member of the Promoter Group holds Equity Shares in our Company:
Sr. Name of the member of the No. of Equity Shares Percentage of the pre-Offer
No. Promoter Group Equity Share capital (%)
1. SRM Private Limited 7,198,130 8.76
2. Raj Kumar Kishorepuria HUF 155,000 0.19
3. Raj Kumar Kishorepuria 70,000 0.09
Total 7,423,130 9.04
f. None of our Promoters or the members of the Promoter Group or their relatives have purchased or sold any
securities of our Company during the period of 6 months immediately preceding the date of this Red Herring
Prospectus.
g. None of our Directors or their relatives have purchased or sold any securities of our Company during the
period of 6 months immediately preceding the date of this Red Herring Prospectus.
h. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives have financed the purchase, by any other person of securities, of our Company
during the period of 6 months immediately preceding the date of this Red Herring Prospectus.
14. Details of shareholding of the Selling Shareholders
The shareholding of the Selling Shareholders and the number of Offered Shares being offered in the Offer for
Sale by each of the Selling Shareholder is set out below:
Sr. Name of the Selling No. of Percentage Maximum Residual Percentage
No. Shareholder Equity of the pre- number of number of of the post-
Shares Offer Offered Equity Offer
(A) Equity Shares Shares Equity
Share (B) (A-B) Share
capital capital
1. Anil Kishorepuria 28,276,536 34.43 3,095,440 25,181,096 [●]
2. Shruti Kishorepuria 30,441,624 37.06 2,212,000 28,229,624 [●]
3. BFL Private Limited 14,674,650 17.87 2,532,300 12,142,350 [●]
4. SRM Private Limited 7,198,130 8.76 1,572,260 5,625,870 [●]
Total 80,590,940 98.12 9,412,000 71,178,940 [●]
15. Details of shareholding of our Directors, Key Managerial Personnel and Senior Management
Other than as disclosed in “Our Management - Shareholding of Key Managerial Personnel and Senior
Management” at page 304, none of our Directors, Key Managerial Personnel and Senior Management hold any
Equity Shares as on the date of this Red Herring Prospectus.
16. Details of acquisition of specified securities in the preceding 3 years
Save and except as set out below, our Promoters, Selling Shareholders and Promoter Group have not acquired
any specified securities in the preceding 3 years:
Sr. Name Date of Number of Face Value Acquisition
No. Acquisition Equity Shares (in ₹) price per
Acquired Equity Share
Promoters
1. Anil Kishorepuria* November 21,207,402 5 Nil
8,2024
116Sr. Name Date of Number of Face Value Acquisition
No. Acquisition Equity Shares (in ₹) price per
Acquired Equity Share
2. Shruti Kishorepuria* November 8, 22,831,218 5 Nil
2024
3. BFL Private Limited* November 18, 4,545,450 5 110.00
2024
November 8, 7,596,900 5 Nil
2024
4. Karan Kishorepuria November 8, 7,20,000 5 Nil
2024
Promoter Group
4. SRM Private Limited* November 18, 909,090 5 110.00
2024
November 8, 4,716,780 5 Nil
2024
5. Raj Kumar Kishorepuria November 8, 116,250 5 Nil
(HUF) 2024
6. Raj Kumar Kishorepuria November 8, 52,500 5 Nil
2024
As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
* Also, Selling Shareholders
17. Details of Promoters’ contribution and lock-in
a. Pursuant to Regulation 14 and Regulation 16 of SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted post-Offer Equity Share capital of our Company held by the Promoters shall be locked-in for a period
of 18 months as minimum promoter’s contribution from the date of Allotment (Minimum Promoters’
Contribution) in the Offer and our Promoters’ shareholding in excess of 20% shall be locked-in for a period
of 6 months from the date of Allotment.
b. The details of the Equity Shares held by our Promoters, which shall be locked-in for a period of 18 months
from the date of Allotment is set out in the following table:
Name of No. of Date of Issue / Percentage Percentage Date up
Promoter Equity allotment / Nature of Face acquisition of pre-Offer of post- to
Shares acquisition transaction value price per paid-up Offer paid- which
locked- and when (₹) Equity capital (%) up capital Equity
in made fully Share (₹) (%) Shares
paid up are
subject
to lock-
in
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
*To be updated at Prospectus stage.
**All Equity Shares were fully paid-up on the respective dates of allotment / acquisition, as the case may be, of such Equity Shares.
c. Our Promoters have given their consent to include such number of Equity Shares held by them as may
constitute 20% of the fully diluted post-Issue Equity Share capital of our Company as Minimum Promoter’s
Contribution, and have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the
Minimum Promoter’s Contribution from the date of filing this 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.
d. The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Minimum
Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. In this regard, we confirm that:
117i. the Equity Shares offered as part of the Minimum Promoters’ Contribution do not comprise Equity
Shares acquired during the immediately 3 preceding years:
• for consideration other than cash involving revaluation of assets or capitalisation of intangible
assets; or
• resulting from a bonus issue out of revaluation reserves or unrealised profits, or against Equity
Shares that are otherwise ineligible for computation of Minimum Promoters’ Contribution;
ii. The Minimum Promoters’ Contribution does not include Equity Shares acquired during the immediately
preceding 1 year at a price lower than the price at which the Equity Shares are being offered to the
public in the Offer;
iii. Our Company has not been formed by the conversion of one or more partnership firms or a limited
liability partnership firm, and, consequently, the Minimum Promoters’ Contribution does not include
Equity Shares issued pursuant to conversion of partnership firm or a limited liability partnership firm;
and
iv. The Equity Shares held by our Promoters and offered as part of the Minimum Promoters’ Contribution
are not subject to any pledge or any other encumbrance.
Details of Equity Shares held by other Shareholders which will be locked-in for 6 months
In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital held by persons
other than our Promoters will be locked-in for a period of six months from the date of Allotment in the Offer,
except for Offered Shares, and Equity Shares held by any other category of shareholders which are exempted
under Regulation 17 of the SEBI ICDR Regulations.
Any unsubscribed portion of the Offer for Sale will also be subject to the lock-in of 6 months from the date of
Allotment.
18. Lock-in Requirements
Pursuant to the SEBI ICDR Regulations, the entire pre-Offer capital of our Company, other than Minimum
Promoter’s Contribution (which shall be locked-in in terms of Regulation 15 of the SEBI ICDR Regulations),
shall be locked-in for a period of 6 months from the date of Allotment, except for (i) the Equity Shares Allotted
pursuant to the Offer for Sale; (ii) any Equity Shares held by a VCF or Category I AIF or Category II AIF or
FVCI, as applicable, provided that such Equity Shares shall be locked in for a period of at least 6 months
from the date of purchase by such shareholders; and (iii) as otherwise permitted under the SEBI ICDR
Regulations. Further, any unsubscribed portion of the Offered Shares will also be locked in, as required
under the SEBI ICDR Regulations.
19. Lock-in of Equity Shares Allotted to Anchor Investors
50% percent of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in
for a period of 30 days from the date of Allotment and the remaining portion shall be locked-in for a period of 90
days from the date of Allotment.
20. Recording on non-transferability of Equity Shares locked-in
In accordance with 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.
21. Other requirements in respect of lock-in
118Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoter and locked-in, as
mentioned above, may be pledged as collateral security for a loan with a scheduled commercial bank, a public
financial institution, Systemically Important Non-Banking Financial Company or a deposit accepting housing
finance company, subject to the following:
a. With respect to the Equity Shares locked-in for 6 months from the date of Allotment, such pledge of the
Equity Shares must be one of the terms of the sanction of the loan.
b. With respect to the Equity Shares locked-in as Minimum Promoters’ Contribution for 18 months from the
date of Allotment, the loan must have been granted to our Company for the purpose of financing one or more
of the objects of the Offer, which is not applicable in the context of this Offer.
However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and the
relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock-in period has expired in
terms of the SEBI ICDR Regulations.
In accordance with Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoter and locked-
in, may be transferred to any member of our Promoter Group or a new promoter, subject to continuation of lock-
in applicable with the transferee for the remaining period and compliance with provisions of the SEBI Takeover
Regulations, as applicable and such transferees shall not be eligible to transfer them till the lock-in period
stipulated under the SEBI ICDR Regulations has expired.
Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other than our
Promoters prior to the Offer and locked-in for a period of 6 months, may be transferred to any other person holding
Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject to the
continuation of the lock-in with the transferee and compliance with the provisions of the SEBI Takeover
Regulations.
22. Employee Stock Option Plan
Our Company has formulated an employee stock option plan namely ‘Regaal Resources Limited Employee Stock
Option Plan – 2024’ (ESOP Scheme) as approved by our Board on November 4, 2024 and our shareholders on
November 4, 2024.
The maximum number of Equity Shares that may be issued pursuant to the exercise of options granted to
participants under the ESOP Scheme shall not exceed 864,000 Equity Shares of our Company. The ESOP Scheme
has been framed in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (ESOP Regulations). The employee stock options in terms of the ESOP
Scheme were, and shall only be, issued to the employees of our Company, from time to time, in accordance with
the prevailing applicable laws.
The details of the ESOP Scheme, as certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated
August 6, 2025, are as follows:
Particulars April 1, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 to the
date of this
Red
Herring
Prospectus
Options granted Nil 864,000 Nil Nil
Options vested (including Nil Nil Nil Nil
exercised)
Options exercised Nil Nil Nil Nil
Exercise price of options (in Nil ₹ 5 Nil Nil
₹)
119Particulars April 1, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 to the
date of this
Red
Herring
Prospectus
Options vested and not Nil Nil Nil Nil
exercised
The total number of Equity Nil 864,000 Nil Nil
Shares arising as a result of
exercise of options
Options forfeited or lapsed Nil Nil Nil Nil
Vesting period (from the 1 year to 3 1 year to 3 years Nil Nil
date of grant) years
Variation of terms of options Nil Nil Nil Nil
Total money realized by Nil Nil Nil Nil
exercise of options
Total number of options in 864,000 864,000 Nil Nil
force
Employee-wise detail of
options granted to:
a) Key Managerial Nil 201,600 Nil Nil
Personnel
b) Members of Senior Nil 182,400 Nil Nil
Management
c) Any other employee Nil 240,000 Nil Nil
who received a grant in
any 1 year of options
amounting to 5% or
more of the options
granted during the year
d) Identified employees Nil Nil Nil Nil
who were granted
options during any 1
year equal to/exceeding
1% of the issued capital
(excluding outstanding
warrants and
conversions) of our
Company at the time of
grant
Diluted EPS pursuant to Nil 6.03 Nil Nil
issue of Equity Shares on
exercise of options in
accordance with IND AS 33
‘Earnings Per Share’
Difference between Nil Nil Nil Nil
employee compensation cost
calculated using the intrinsic
value of stock options and
the employee compensation
cost that shall have been
finalized if our Company had
used fair value of options and
impact of this difference on
120Particulars April 1, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 to the
date of this
Red
Herring
Prospectus
profits and EPS of our
Company for the Fiscal
2025, Fiscal 2024 and Fiscal
2023
Description of the pricing NA Risk free interest rate- NA NA
formula and the method and 6.88%, expected
significant assumptions used volatility- 48.50%, price
during the year to estimate of the underlying share in
the fair values of options, market at the time of grant
including weighted average of the option-Rs. 59.56,
information, namely, risk
free interest rate, expected
life, expected volatility,
expected dividends and the
price of the underlying share
in market at the time of grant
of the option
Impact on profits and EPS of Nil Nil Nil Nil
the last 3 years if our
Company had followed the
accounting policies specified
in Regulation 15 of the
ESOP Regulation in respect
of options granted in the last
3 years
Intention of key managerial NA NA NA NA
personnel and members of
Senior Management and
whole-time directors who are
holders of Equity Shares
allotted on exercise of
options to sell their shares
within 3 months after the
listing of Equity Shares
pursuant to the Offer
Intention to sell Equity NA NA NA NA
Shares arising out of the
ESOP Plan or allotted under
the ESOP Plan within 3
months after the listing of
Equity Shares by directors,
key management personnel
and member of senior
management and employees
having Equity Shares arising
out of the ESOP Plan,
amounting to more than 1%
of the issued capital
(excluding outstanding
warrants and conversions)
121Salient Features
• The objectives of the Plan is to:
a. Attract and retain Employees
b. Recognize and reward Employees for both their past achievements and future contributions;
c. Encourage Employees to help drive our Company's growth and profitability;
d. Link personal wealth creation to organizational wealth creation;
e. Foster a culture of Employee ownership; and
f. To lower the attrition rate of our Company by providing additional deferred rewards to Employees.
• The Plan covers all Employees as defined in the scheme who are in employment with our Company or any
of the Subsidiary of our Company at the time of grant.
• Subject to continued employment with our Company, the Vesting schedule and specific Vesting Conditions
subject to which Vesting would take place shall be decided by the Committee and would be specified in the
Grant Letter issued to the Grantee at the time of Grant. However, it is expressly clarified that no Option so
granted shall vest before one year has passed from the date of Grant.
• For the purposes of the Plan, the Exercise Period for the Vested Options shall be as follows
a) Any time after the Vesting Date; and
b) In the event of resignation or termination of employment, on or before the last day in employment, subject
to the Options having Vested.
• A Grant shall be deemed to be validly exercised only when the Committee receives a duly completed written
or electronic notice of the Exercise, the Aggregate Exercise Price (in accordance with the Plan) and such
other duly completed and signed documents as may be considered necessary by the Committee to lawfully
execute/enforce various provisions of the Plan, including but not limited to those provided under Clause 12
and Clause 15 of the Plan.
• The Exercise Price of the Options at the time of Exercise shall be determined by the Committee, which shall
be communicated to the Grantee in the Grant Letter.
23. Our Company, our Promoters, Directors and the BRLMs have no existing buyback arrangements and or any other
similar arrangements for the purchase of Equity Shares being offered through the Offer.
24. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Red
Herring Prospectus. All Equity Shares transferred pursuant to the Offer shall be fully paid-up at the time of
Allotment, failing which no Allotment shall be made.
25. As on the date of this Red Herring Prospectus, the BRLMs and their respective associates (as defined in the
Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares
of our Company. The BRLMs and their respective affiliates may engage in the transactions with and perform
services for our Company in the ordinary course of business or may in the future engage in commercial banking
and investment banking transactions with our Company, for which they may in the future receive customary
compensation.
12226. As on the date of this Red Herring Prospectus, the BRLMs and their respective associates (as defined in the
Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) are not directly/indirectly related
to the Shareholders.
27. None of our Promoters or the members of our Promoter Group will participate in the Offer except to the extent
of their participation in the Offer for Sale.
28. Neither the (i) BRLMs or any associate of the BRLMs (other than mutual funds sponsored entities which are
associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs or
AIFs sponsored by the entities which are associates of the BRLMs or FPIs other than individuals, corporate bodies
and family offices or pension funds sponsored by the entities which are associates of the BRLMs); nor (ii) any
person related to the Promoter or Promoter Group can apply under the Anchor Investor Portion.
29. Except for the issuance of Equity Shares pursuant to exercise of employee stock option under the ESOP Scheme,
there will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from filing of this Red Herring Prospectus with
SEBI until the Equity Shares have been listed on the Stock Exchanges or all application monies have been
refunded on account of non-listing, under-subscription etc, as the case may be.
30. Our Company will ensure that there shall be only one denomination of the Equity Shares, unless otherwise
permitted by law.
31. No person connected with the Offer, including, but not limited to, the Book Running Lead Managers, the members
of the Syndicate, our Company, our Directors, our Promoters, members of our Promoter Group or Group
Companies, shall offer any incentive, whether direct or indirect, in any manner whatsoever, whether in cash or
kind or service or otherwise, to any Bidder for making a Bid, except for fees or commission for services rendered
in relation to the Offer.
123SECTION IV: PARTICULARS OF THE OFFER
OBJECTS OF THE OFFER
The Offer comprises the Fresh Issue and an Offer for Sale by the Selling Shareholders.
Offer for Sale
The Offer for Sale comprises up to 9,412,000 Equity Shares aggregating up to ₹ [●] million.
Our Company will not receive any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale
will not form part of the Net Proceeds. Each Selling Shareholder will be entitled to proceeds from the Offer for Sale
to the extent of their respective portion of the Offered Shares, after deducting their respective proportion of Offer
related expenses and relevant taxes thereon, in accordance with the Offer Agreement. Each Selling Shareholder
severally and not jointly confirm that the Equity Shares being offered by the Selling Shareholders are eligible for being
offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. Each Selling
Shareholder has, severally and not jointly, consented for the sale of their respective portion of the Offered Shares in
the Offer for Sale, as set out below.
Sr. Name of the Selling Date of Consent Date of board resolution Maximum number of
No. Shareholder Letter for authorisation to Equity Shares offered in
participate in Offer for Offer for Sale
Sale
1. Anil Kishorepuria December 23, Not applicable Up to 3,095,440 Equity
2024 Shares
2. Shruti Kishorepuria July 23, 2025 Not applicable Up to 2,212,000 Equity
Shares
3. BFL Private Limited December 23, December 23, 2024 Up to 2,532,300 Equity
2024 Shares
4. SRM Private Limited December 23, December 23, 2024 Up to 1,572,260 Equity
2024 Shares
Fresh Issue
The Fresh Issue comprises an offer of up to [●] Equity Shares aggregating up to ₹ 2,100.00 million. The proceeds of
the Fresh Issue, after deducting Offer related expenses, are estimated to be ₹ [●] million (Net Proceeds).
Requirement of Funds
Our Company proposes to utilise the Net Proceeds towards the following objects:
1. Repayment and/ or pre-payment, in full or in part, of our certain outstanding borrowings availed by our Company;
and
2. General Corporate Purposes.
(collectively, referred to herein as the ‘Objects’)
In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges and
enhancement of our Company’s visibility and brand image and creation of a public market for our Equity Shares in
India.
The main objects clause and objects incidental and ancillary to the main objects as set out in the Memorandum of
Association enables our Company to undertake its existing activities and the activities proposed to be funded from the
Net Proceeds and the activities towards which the loans proposed to be repaid or pre-paid from the Net Proceeds were
utilised.
124Net Proceeds
After deducting the expenses related to the Fresh Issue, we estimate the Net Proceeds of the Fresh Issue to be ₹ [●]
million (Net Proceeds). The details of the Net Proceeds of the Offer are summarized in the table below.
(₹ in million)
Particulars Estimated
Amount(1)
Gross Proceeds from the Offer(1) Up to 2,100.00
(Less) Offer related expenses in relation to the Fresh Issue to be borne by our [●]
Company(2)
Net Proceeds(1) [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(2) The Offer related expenses shall vary depending upon the final offer size and the allotment of Equity Shares. For further details,
please refer to heading titled ‘Objects of the Offer - Offer Related Expenses’ on page number 133 of the Red Herring Prospectus.
Utilisation of Net Proceeds
The details of the net proceeds of the Fresh Issue are set out in the table below:
(₹ in million)
Particulars Estimated Amount
Repayment and/ or pre-payment, in full or in part, of our certain 1,590.00
outstanding borrowings availed by our Company
General Corporate Purposes(1) [●]
Net Proceeds(1) [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. In compliance
with Regulation 7(2) of the SEBI ICDR Regulations, the amount utilised for general corporate purposes shall not exceed 25%
of the Gross Proceeds of the Offer.
Utilisation of Net Proceeds and proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below:
(₹ in million)
Sr. Particulars Amount to be Estimated Estimated
No. funded from the deployment deployment
Net Proceeds during Fiscal during Fiscal
2026 2027
1. Repayment and / or pre-payment, in full or in part, 1,590.00 1,590.00 -
of certain of our outstanding borrowings availed
by our Company
2. General Corporate Purposes(1) [●] [●] [●]
Net Proceeds(1) [●] [●] [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. In compliance
with Regulation 7(2) of the SEBI ICDR Regulations, the amount utilised for general corporate purposes shall not exceed 25%
of the Gross Proceeds of the Offer.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are
based on our current business plan, management estimates, prevailing market conditions and other commercial and
technical factors. However, such fund requirements and deployment of funds 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 financial and market conditions, macro-economic factors, change in government policy, changes in
business and strategy, competition, and other external factors such as changes in the business environment and interest
or exchange rate fluctuations, which may not be within the control of our management.
125In the event that the estimated utilisation of the Net Proceeds in a scheduled fiscal year is not completely met, due to
factors such as (i) the timing of completion of the Offer; (ii) market conditions outside the control of our Company;
and (iii) any other economic, business and commercial considerations, then such unutilised amounts shall be utilised
(in part or full) in the next fiscal year, as may be determined by our Company, in accordance with applicable laws.
Subject to applicable law, in the event of any increase in the actual utilization of funds earmarked for the purposes set
forth above, such additional funds for a particular activity will be met by way of funding means available to us,
including from internal accruals and any additional equity and/or debt arrangements. Further, if the actual utilisation
towards any of the Objects is lower than the proposed deployment such balance will be used towards general corporate
purposes, provided that the total amount to be utilised towards general corporate purposes will not exceed 25% of the
Gross Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations.
Further, our Company may decide to accelerate the estimated Objects ahead of the schedule specified above. However,
in the event that estimated utilization out of the Net Proceeds in a scheduled Fiscal being not undertaken in its entirety,
the remaining Net Proceeds shall be utilized in subsequent Fiscals, as may be decided by our Company, in accordance
with applicable laws.
Means of finance
Our Company proposes to fund the requirements of the Objects of the Offer from the Net Proceeds. Accordingly,
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 from the Fresh Issue and existing identifiable internal
accruals, as required under Regulation 7(1)(e) of the SEBI ICDR Regulations. Further, if the actual utilisation towards
the Objects is lower than the proposed deployment such balance will be used towards general corporate purposes,
provided that the total amount to be utilised towards general corporate purposes will not exceed 25% of the Gross
Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations.
Details of the Objects of the Fresh Issue
Our Board at its meeting held on August 6, 2025, approved the proposed Objects and the respective amounts proposed
to be utilized from the Net Proceeds for the Objects.
1. Repayment and / or pre-payment, in full or in part, of certain of our outstanding borrowings availed by
our Company
Our Company has entered into various borrowing arrangements from time to time with banks and other lenders,
which include term loans and working capital facilities, including fund based and non-fund based borrowings.
For details of our Company’s outstanding financial indebtedness, see ‘Financial Indebtedness’ on page 378.
As of June 30, 2025, our total sanctioned and outstanding indebtedness was ₹ 8,734.60 million and ₹ 5,611.53
million, respectively. Our Company proposes to utilise an estimated amount of ₹ 1,590.00 million from the Net
Proceeds towards full or partial repayment or pre-payment of certain borrowings availed by our Company. Our
Company may avail further loans after the date of this Red Herring Prospectus. Given the nature of these
borrowings and the terms of repayment or pre-payment, the aggregate outstanding amounts under these
borrowings may vary from time to time and our Company may, in accordance with the relevant repayment
schedule, repay or refinance some of our existing borrowings or avail of additional credit facilities. In terms of
our Company’s borrowing arrangements, prepayment of certain indebtedness may attract prepayment charges.
Such prepayment charges, as applicable, will also be funded out of the Net Proceeds. If the Net Proceeds are
insufficient for payment of pre-payment penalty, interest or other related costs, as applicable, such payment shall
be met through the internal accruals of our Company. If at the time of the Red Herring Prospectus, any of the
below-mentioned loans are repaid in part or full or refinanced or if any additional credit facilities are availed or
drawn down or if the limits under the working capital borrowings are increased, then our Company may utilise
the Net Proceeds for part or full pre-payment / repayment of any such refinanced facilities or repayment of any
additional facilities obtained by our Company and details of such borrowings will be included in the Red Herring
Prospectus. However, the aggregate amount to be utilised from the Net Proceeds towards repayment or pre-
payment of certain of our borrowings (including refinanced or additional facilities availed, if any), in part or full,
would not exceed ₹ 1,590.00 million. We believe that such repayment/ pre-payment will help deleverage our
Company, reduce our debt servicing costs, assist us in maintaining a favourable debt equity ratio, improve our
126availability to raise further resources and enable utilisation of our Company’s internal accruals for further
investment in our Company’s business growth and expansion. Additionally, our Company believes that our
capacity to leverage will improve our ability to raise further resources in the future to fund potential business
development opportunities and plans to grow and expand our business.
The prevailing rate of interest on the outstanding secured borrowings of our Company, as on June 30, 2025,
ranged from 7.70% p.a. to 11.00% p.a.
Out of the fresh issue of up to ₹ 2,100.00 million, up to ₹ 1,590.00 million is proposed to be utilized for the
purpose of repayment of borrowings and the incremental increase of equity and securities premium to the tune of
₹ 510.00 million in the capital employed would have reduced the existing ROCE of 14.17% as on March 31,
2025.
Existing working capital
The details of our Company’s composition of net current assets or working capital for the Fiscal 2025, Fiscal
2024, and Fiscal 2023, derived from the audited financial statements for our Company, are as under:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
I. Current Assets
(a) Inventories 1,183.45 570.78 305.12
(b) Financial assets
(i) Investments - 11.19 -
(ii) Trade receivables 1,368.72 1,267.35 719.37
(iii) Bank Balances other than Cash and cash 8.93 - -
equivalents
(iv) Other Financial Asset 125.14 58.36 115.77
(c) Current tax assets 3.17 3.17 0.52
(d) Other Current Assets 562.92 244.33 105.00
Total Current Assets (I) 3,252.33 2,155.18 1,245.78
II. Current liabilities
(a) Financial liabilities
(i) Trade payables 480.07 547.03 407.22
(ii) Other Financial Liabilities 327.74 174.10 71.41
(b) Other current liabilities 15.10 19.60 30.53
(c) Provisions 0.97 0.42 0.32
(d) Current Tax Liability (Net) 16.38 1.38 5.84
Total Current Liabilities (II) 840.26 742.53 515.32
Net Working Capital Requirement (III) = (I) 2,412.07 1,412.65 730.46
– (II)
Existing Funding pattern / source of
127Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
funding
A. Short term borrowings 1,528.90 739.51 421.96
B. Unsecured Loan - 100.93 -
C. Internal Accruals / Equity 883.17 572.21 308.50
The selection of borrowings proposed to be repaid/ prepaid out of the borrowings provided below is at the
discretion of the Board and shall be based on various factors, including (i) cost of the borrowings to our Company,
including applicable interest rates, (ii) any conditions attached to the borrowings restricting our Company’s ability
to prepay the borrowings and time taken to fulfil such requirements, (iii) receipt of consents for prepayment or
waiver from any conditions attached to such prepayment from our respective lenders, prior to completion of the
Offer; (iv) terms and conditions of such consents and waivers, (v) levy of any prepayment penalties and the
quantum thereof, (vi) provisions of any law, rules, regulations governing such borrowings, and (vii) other
commercial considerations including, among others, the amount of the loan outstanding and the remaining tenor
of the loan. Our Company shall ensure that the outstanding working capital loans as on the date of repayment
shall be within the drawing power, calculated as per the DP prescribed by the relevant bank.
For the purposes of the Offer, our Company has intimated and has obtained the necessary consents from our
lenders, as is respectively required under the relevant facility documentation for undertaking activities for the
Offer, and for the deployment of the Net Proceeds towards the Objects. As on June 30, 2025 the aggregated
outstanding borrowings of our Company amounted to ₹ 5,611.53 million. The following table provides details of
outstanding borrowings availed by our Company, any of which are proposed to be repaid or prepaid, in full or in
part, from the Net Proceeds:
128Sl. Name of Date of Date of Nature Purpose of Amount Amount Rate of Last date of Repayment Prepayment
No. the lender original renewed of Loan the loan sanctioned outstanding Interest as at repayment schedule terms /
sanction sanction as at June as at June June 30, 2025 penalty
letter letter 30, 2025 (₹ 30, 2025 (₹ in (% per
in million) million) annum)
1 ICICI May 19, April 18, Term For capital 66.50 44.16 9.85% (Repo July 31, 14 Quarterly 1% of the
Bank 2022 2024 Loan expenditure(1) rate + 3.75%) 2027 Installments principal
amount
prepaid
2 ICICI May 19, April 18, Term For capital 59.60 40.96 9.85% (Repo July 15, 13 Quarterly 1% of the
Bank 2022 2024 Loan expenditure(1) rate + 3.75) 2027 Installments principal
amount
prepaid
3 Tata February - Term General 210.00 127.29 10.50% May 15, 72 Monthly Up to 1 year:
Capital 28, 2023 Loan corporate 2029 installments 2% of the
Limited purpose(3) outstanding
amount +
Taxes,
Between 1-3
years: 1% of
outstanding
amount+
Taxes,
Thereafter,
Nil
4 IndusInd June 29, June 21, Term For capital 185.00 128.42 9.00% (7.00% July 31, 13 quarterly 1% of the
Bank 2022 2024 Loan expenditure(1) Fixed rate for 2027 instalments principal
first 3 years amount
with a landing prepaid
rate of 8.50%
linked to
overnight
Mibor)
129Sl. Name of Date of Date of Nature Purpose of Amount Amount Rate of Last date of Repayment Prepayment
No. the lender original renewed of Loan the loan sanctioned outstanding Interest as at repayment schedule terms /
sanction sanction as at June as at June June 30, 2025 penalty
letter letter 30, 2025 (₹ 30, 2025 (₹ in (% per
in million) million) annum)
5 Bajaj June 13, December Term For capital 150.00 96.43 9.60%(3 month August 05, 42 monthly 1% of the
Finance 2022 26, 2023 Loan expenditure(2) MCLR +spread 2027 installments principal
Ltd 1.05%) amount
prepaid
6 IndusInd June 29, June 21, WCDL* Working 170.00 170.00 9.00% (Repo Valid up to On demand NA
Bank 2022 2024 capital rate +3.00%) June 30,
requirement 2026
7 ICICI February April 18, WCDL* Working 80.00 60.00 9.50% (Repo On demand Prepayment
Valid till
Bank 09, 2023 2024 capital rate + spread + premium as
October 21,
requirement applicable stipulated by
2025
statutory levy) ICICI bank
8 Kotak March 27, December WCDL* Working 180.00 138.00 8.00% (Repo On demand Prepayment
Mahindra 2024 24, 2024 capital rate + 2.50%) Valid till premium as
stipulated by
Bank requirement October 15,
bank
2025
9 Punjab May 10, - WCDL* Working 300.00 300.00 8.50% (1-year Valid till On demand NA
National 2024 capital MCLR + June 26,
Bank requirement 1.30%) 2026
10 Axis Bank December June 13, WCDL* Working 90.00 48.39 9.10% (Repo On demand NA
Valid till
28, 2024 2025 capital rate+ 3.60%)
June 5, 2026
requirement
11 Bandhan March 28, February WCDL* Working 250.00 200.00 8.75% (Repo On demand Upto 2% on
Valid till
Bank 2022 11, 2025 capital Rate+2.50%) sanctioned
January 21,
requirement limit
2026
130Sl. Name of Date of Date of Nature Purpose of Amount Amount Rate of Last date of Repayment Prepayment
No. the lender original renewed of Loan the loan sanctioned outstanding Interest as at repayment schedule terms /
sanction sanction as at June as at June June 30, 2025 penalty
letter letter 30, 2025 (₹ 30, 2025 (₹ in (% per
in million) million) annum)
12 SBM May 24, May 28, WCDL* Working 60.00 60.00 9.90% (6 12 months On demand 0.25% of the
Bank 2024 2025 capital months MCLR validity amount
requirement rate) prepaid
13 ICICI February April 18, CC** Working 50.00 8.62 10.00% (6 Valid till On demand NA
Bank 09, 2023 2024 capital months MCLR October 21,
requirement + 1.00% 2025
spread)
14 IndusInd June 28, June 21, CC** Working 30.00 11.85 9.50% (Repo Valid till On demand NA
Bank 2023 2024 capital rate+3.50%) June 30,
requirement 2026
15 Kotak March 27, December CC** Working 50.00 75.60 9.50% (Repo Valid till On demand Prepayment
Mahindra 2024 24, 2024 capital rate + 2.80%) October 15, premium as
stipulated by
Bank requirement 2025
bank
16 Punjab May 10, - CC** Working 140.00 131.65 10.10% (1-year Valid till On demand NA
National 2024 capital MCLR + June 26,
Bank requirement 1.30%) 2026
17 Bandhan March 28, February CC** Working 20.00 24.13 9.25% (Repo Valid till On demand Up to 2% on
Bank 2022 11, 2025 capital rate + 3.00%) January 21, sanctioned
requirement 2026 limit
18 SBM May 24, May 28, CC** Working 40.00 32.82 10.00% (6 12 months On demand 0.25% of the
Bank 2024 2025 capital months MCLR validity amount
requirement Rate+0.10%) prepaid
19 Axis Bank October June 13, CC** Working 200.00 30.87 9.10% (Repo Valid till On Demand NA
28, 2024 2025 capital rate+ 3.60%) June 5, 2026
requirement
Total 2,331.10 1,729.19
131Notes:
(a) In accordance with paragraph 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, our Statutory Auditors, by way of their certificate dated August 6, 2025 have
confirmed that our Company has utilised the loans for the purposes for which they were availed.
(b) Working capital demand loan from all banks is a sub-limit of cash credit facility which are interchangeable and the outstanding amount do not exceed the aggregate sanctioned
amount from the respective lender.
* WCDL represents working capital demand loan availed by our Company
** CC represents Cash Credit availed by our Company
(1) Utilised for (a) building and civil construction which includes purchase of iron and steel, payment to civil contractor and labour supply, stone chips, sand, tiles, lift, roof sheets,
precast etc.; and (b) for purchase of plant and machinery which includes purchase of pipes, channels and plate, centrifuge, conveyor, dryer, pneumatic conveying, sulphur burner,
reverse osmosis plant and others. For details, see ‘Restated Financial Information – Note 5 – Property, Plant and Equipment and Right of use assets’ and ‘Restated Financial
Information – Note 19 – Financial liabilities – Non current: Borrowings’.
(2) Utilised for (a) for purchase of plant and machinery which includes , purchase of pipes, plates, angel and channels used for fabrication and commissioning of plant and machineries
for increasing the capacity. For details, see ‘Restated Financial Information – Note 5 – Property, Plant and Equipment and Right of use assets’ and ‘Restated Financial Information
– Note 19 – Financial liabilities – Non current: Borrowings’.
(3) Utilised for-(a) purchase of plant and machinery, purchase of iron, steel and others. For details, see ‘Restated Financial Information – Note 5 – Property, Plant and Equipment
and Right of use assets’ and ‘Restated Financial Information – Note 19 – Financial liabilities – Non current: Borrowings’.
There have neither been any delays or defaults by us in relation to the above mentioned borrowings intended to be repaid/ prepaid using the Net Proceeds nor has
there been any rescheduling/ restructuring of such borrowings.
(Remainder of this page has been intentionally left blank)
1322. General corporate purposes
Our Company proposes to utilise up to ₹ [●] million of the Net Proceeds towards general corporate purposes and
the business requirements of our Company as approved by the Board, from time to time, subject to such utilisation
for general corporate purposes 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 funding strategic
initiatives, funding growth opportunities including acquisitions, strengthening marketing capabilities and brand
building exercises, meeting corporate contingencies and expenses incurred in ordinary course of business,
business development initiatives, funding growth opportunities, capital expenditure, including towards expansion/
development/ refurbishment of our assets, branding and marketing initiatives, ongoing/new, meeting exigencies,
meeting general, administrative and other business expenses, acquiring assets, etc., 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. We confirm that we will
not utilise the amounts allocated towards general corporate purposes for funding our working capital requirements.
The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based
on the amount available under this head and the business requirements of our Company, from time to time. Our
Company’s management shall have flexibility in utilising 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 utilise the entire amount that we have currently estimated for use out of
Net Proceeds in Fiscal 2026, we will utilise such unutilised amount(s) in Fiscal 2027. Further, our Company will
utilise the amount in accordance with applicable law.
Offer related expenses
Except for (i) listing fees, audit fees of the statutory auditor, expenses for any corporate advertisement i.e. any
corporate advertisements consistent with past practices of our Company and stamp duty payable on issue of Equity
Shares pursuant to Fresh Issue, which shall be solely borne by our Company, and (ii) the stamp duty payable on
transfer of Offered Shares which shall be borne solely by the respective Selling Shareholder, our Company and
the Selling Shareholders will share the costs and expenses (including all applicable taxes) directly attributable to
the Offer, (including fees and expenses of the Lead Managers, legal counsel and other intermediaries, advertising
and marketing expenses, printing, underwriting commission, procurement commission (if any), brokerage and
selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion
to the number of Equity Shares issued and Allotted by our Company through the Fresh Issue and sold by each of
the Selling Shareholders through the Offer for Sale.
Our Company agrees to advance the cost and expenses of the Offer and our Company will be reimbursed by each
of the Selling Shareholders for their respective proportion of such costs and expenses. The Selling Shareholders
agree that such payments, expenses and taxes, will be deducted from the proceeds from the sale of Offered Shares,
in accordance with Applicable Law and as disclosed in the Offer Documents, in proportion to its respective
Offered Shares. In the event of withdrawal of the Offer or the Offer is not successful or consummated, all costs
and expenses with respect to the Offer shall be borne by our Company and the Selling Shareholders on a pro rata
basis to the Equity Shares offered by our Company in the Fresh Issue and Equity Shares offered by each of the
Selling Shareholders in the Offer for Sale, respectively and in accordance with Applicable Law.
The total expenses of the Offer are estimated to be approximately ₹ [●] million. The expenses of this Offer include,
among others, listing fees, underwriting fees, selling commission, fees payable to the Book Running Lead
Managers, fees payable to legal counsel, fees payable to the Registrar to the Offer and Sponsor Bank(s), Escrow
Collection Bank to the Offer, processing fee to the SCSBs for processing ASBA Forms, brokerage and selling
commission payable to the Registered Brokers, Collecting RTAs and CDPs, printing and stationery expenses,
advertising and marketing expenses, fees paid to SEBI, Stock Exchanges, Depositories and all other incidental
and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.
The break-up for the estimated Offer expenses is as follows:
133Activity Estimated As a % of As a % of
expenses total Gross
*(1) (₹ in estimated Proceeds (2)
million) Offer
related
expenses (1)
Fixed fees payable to Book Running Lead Managers [●] [●] [●]
Underwriting/Selling Commission to Book Running Lead Managers [●] [●] [●]
Commission/processing fee for SCSBs, Sponsor Bank(s) and fees [●] [●] [●]
payable to sponsor bank(s) for bids made by RIBs, Bankers to the
Offer(s), Brokerage and Syndicate Fees, bidding charges for Mem
bers of the Syndicate, Registered Brokers, RTAs
and CDPs(1)(2)(3)(4)(5)(6)(7)
Fees payable to the Registrar to the Offer [●] [●] [●]
Others including but not limited to: [●] [●] [●]
(i) Listing fees, SEBI filing fees, upload fees, BSE and NSE
processing fees, book building software fees and other
regulatory expenses;
(ii) Printing and distribution of stationery;
(iii) Advertising and marketing expenses;
(iv) Fees payable to legal counsel;
(v) Fees payable to other advisors to the Offer, including but not
limited to Statutory Auditors, industry service provider and
independent chartered engineer;
(vi) Miscellaneous expenses
Total estimated Offer expenses [●] [●] [●]
* Offer expenses include taxes, where applicable. Offer expenses will be incorporated at the time of filing of the Prospectus
with the RoC.
(1) Offer expenses are estimates and are subject to change.
(2) Amounts as a % of the Gross Proceeds will be finalised and incorporated in the Offer Document on determination of the
Offer Price including applicable taxes, where applicable.
(3) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders,
which are directly procured and uploaded by them would be as follows:
Portion for Retail Individual Bidders 0.30% of the Amount Allotted (plus applicable taxes)*
Portion for Non-Institutional Bidders 0.15% of the Amount Allotted (plus applicable taxes)*
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
No additional processing/uploading charges shall be payable by our Company and the Selling Shareholders to the SCSBs on
the applications directly procured by them.
The selling commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the bid
book of BSE or NSE.
(4) Processing fees payable to the SCSBs for processing the Bid cum Application for the portion of Retail Individual Bidders
and Non‐ Institutional Bidders which are procured by the Syndicate Member/ Sub‐Syndicate Members/ Registered
Brokers / RTAs / CDPs and submitted to SCSBs for blocking as follows: In case the total ASBA processing charges
payable to SCSBs exceeds ₹ 0.50 million the amount payable to SCSBs would be proportionately distributed based on
the number of valid applications such that the total ASBA processing charges payable does not exceed ₹ 0.50 million.
Portion for Retail Individual Bidders ₹10 per valid ASBA Forms (plus applicable taxes)
Portion for Non-Institutional Bidders ₹10 per valid ASBA Forms (plus applicable taxes)
(5) selling commission on the portion for Retail Individual Bidders, and Non-Institutional Bidders which are procured by the
members of the Syndicate (including their sub-Syndicate members), CRTAs, CDPs or for using 3 in 1 type accounts-
linked 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 Retail Individual Bidders 0.30% of the Amount Allotted (plus applicable taxes)*
Portion for Non-Institutional Bidders 0.15% 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 will be determined:
i. 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.
The payment of selling commission payable to the sub-brokers / agents of sub-syndicate members are to be handled directly
by the respective sub-Syndicate member.
134The selling commission payable to the CRTAs and CDPs will be determined on the basis of the bidding terminal id as captured
in the bid book of BSE or NSE.
(6) Uploading charges/processing charges of ₹ 10 per valid application (plus applicable taxes) are applicable only in case
of Bid uploaded by the members of the Syndicate, Registered Brokers, RTAs and CDPs: (a) for applications made by
Retail Individual Bidders using 3‐in‐1 type accounts; and (b) for Non‐Institutional Bids using Syndicate ASBA mechanism
/ using 3‐in‐1 type accounts. (In case the total uploading/processing charges payable under this head exceeds ₹ 0.50
million, the amount payable would be proportionately distributed based on the number of valid applications such that the
total uploading/processing charges payable does not exceed ₹ 0.50 million.)
(7) *Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under:
In case the total uploading charges payable under this head exceeds ₹ 1.00 million, the amount payable would be
proportionately distributed based on the number of valid applications such that the total uploading charges payable does
not exceed ₹ 1.00 million
Members of the Syndicate / RTAs / CDPs (uploading ₹10 per valid application (plus applicable taxes)*
charges)
Sponsor Bank (Processing fee) – HDFC Bank Limited Nil
The Sponsor Banks shall be responsible for making payments
to the third parties such as remitter bank, NPCI and such other
parties as required in connection with the performance of its
duties under applicable SEBI circulars, agreements and other
applicable laws
Sponsor Bank (Processing fee) – Axis Bank Limited Up to 200,000 valid Bid cum Application Forms: Nil
Above 200,000 valid Bid cum Application Forms: ₹ 6.5 per
valid Bid cum Application Form (plus applicable taxes)
The Sponsor Banks shall be responsible for making payments
to the third parties such as remitter bank, NPCI and such other
parties as required in connection with the performance of its
duties under applicable SEBI circulars, agreements and other
applicable laws
The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022 issued by the SEBI, is provided by such banks.
The Offer expenses shall be payable in accordance with the arrangements or agreements entered into by our Company with
the respective Designated Intermediary.
Interim use of Net Proceeds
Our Company, in accordance with the policies established by our Board from time to time, will have the flexibility
to deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described above, our
Company will, in accordance with applicable law, temporarily 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, for the
necessary duration, as may be approved by our Board. Our Company confirms that it shall not use the Net Proceeds
for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity
markets.
Bridge Loan
As on the date of this Red Herring Prospectus, our Company has not raised any bridge loans from any bank or
financial institution which are proposed to be repaid from the Net Proceeds. However, depending upon business
requirements, our Company may consider raising bridge financing facilities including by way of any other short-
term instrument, which may be repaid from the Net Proceeds.
Monitoring of Utilization of Funds
Since the Fresh Issue size is in excess of ₹ 1,000.00 million, our Company will appoint a credit rating agency
registered with SEBI for monitoring the utilisation of the Gross Proceeds, in terms of 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 utilisation of the gross proceeds. Our Audit Committee and the
135monitoring agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency shall submit the
report required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, specifying the purpose
for which Gross Proceeds have been utilised, until such time as the Gross Proceeds have been utilised in full.
Our Company will disclose the utilisation of the Gross Proceeds, including interim, use under a separate head in
our balance sheet for such Fiscals as required under applicable law, specifying the purposes for which the Gross
Proceeds have been utilised. Our Company will also, in its balance sheet for the applicable fiscals, provide details,
if any, in relation to all such Gross Proceeds that have not been utilised.
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 Gross Proceeds. The Audit Committee will make
recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall prepare
a statement of funds utilised for purposes other than those stated in this Red Herring Prospectus and place it before
the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds remain
unutilised. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilised in
full. The statement shall be certified by the statutory auditor of our Company. Further, in accordance with
Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a
quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds of the Fresh
Issue from the Objects of the Fresh Issue as stated above; (ii) details of category wise variations in the actual
utilisation of the proceeds of the Fresh Issue from the Objects of the Fresh Issue as stated above; and (iii) deviation,
if any, in the actual schedule of implementation of the proceeds of the Fresh Issue from the Objects of the Fresh
Issue as stated above. This information will also be published in newspapers simultaneously with the interim or
annual financial results and explanation for such variation (if any) will be included in our Director’s report, after
placing the same before the Audit Committee.
Variation in Objects of the Offer
In accordance with Sections 13(8) and 27 of the Companies Act, and Regulation 59 and Schedule XX of the SEBI
ICDR Regulations, any material deviation in the Objects of the Offer will require our Company to obtain the
approval of the Shareholders by way of a special resolution. In addition, the notice issued to the Shareholders in
relation to the passing of such special resolution (Postal Ballot Notice) shall specify the prescribed details and be
published in accordance with the Companies Act. The Postal Ballot Notice shall simultaneously be published in
the newspapers, one in English and one in Bengali, the vernacular language of the jurisdiction where our
Registered Office is situated. Pursuant to the Companies Act, our Promoters will be required to provide an exit
opportunity to the Shareholders who do not agree to such material deviation of the Objects, subject to the
provisions of the Companies Act and in accordance with such terms and conditions, including in respect of pricing
of the Equity Shares, in accordance with the Companies Act and provisions of Schedule XX of the SEBI ICDR
Regulations.
Appraising Agency
None of the Objects of the Offer for which the Net Proceeds will be utilized have been appraised by any bank or
financial institution or other independent agency.
Other Confirmations
No part of the Net Proceeds will be utilized by our Company as consideration to our Promoters, members of our
Promoter Group, our Directors, our Group Companies, Key Managerial Personnel or Senior Management. Our
Company has not entered into and is not planning to enter into any arrangement/ agreements with our Directors,
our Promoters, the members of our Promoter Group, Key Managerial Personnel, Senior Management or our Group
Companies in relation to the utilization of the Net Proceeds of the Offer. Further, except in the ordinary course of
business, there is no existing or anticipated interest of such individuals and entities in the Objects of the Fresh
Issue as set out above.
136BASIS FOR THE OFFER PRICE
The Offer Price will be determined by our Company, in consultation with the BRLM(s) on the basis of assessment
of market demand for the Equity Shares offered in the Offer 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 ₹ 5 each and the
Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Cap Price shall be
minimum 105% of the Floor Price and shall not exceed 120% of the Floor Price.
Investors should also see ‘Risk Factors’, ‘Our Business’, ‘Management’s Discussion and Analysis of Financial
Condition and Results of Operations’, ‘Restated Financial Information’ and ‘Summary of Financial Information’
on pages 36, 238, 382, 315 and 80, respectively to have an informed view before making an investment decision.
Qualitative Factors
We believe the following business strengths allow us to successfully compete in the industry:
• Strategic locational advantage of our Manufacturing Facility close to raw material and end consumption
markets;
• Efficient procurement strategy aided by multifaceted raw material sourcing avenues;
• Sustainability driven Manufacturing Facility with high levels of utilization;
• Diversified portfolio of products catering to wide range of industries and well positioned to take advantage
of growing industry trends;
• Established and widespread sales and distribution network;
• Experienced promoters and management; and
• Demonstrated track record of financial performance and growth.
For further details, see ‘Our Business –Our Competitive Strengths’ on page 243.
Quantitative Factors
Some of the information presented below relating to our Company is based on the Restated Financial Information
prepared in accordance with the SEBI ICDR Regulations. For further details, see ‘Restated Financial Information
on page 315.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
1. Basic and Diluted Earnings Per Equity Share (EPS), as adjusted for change in capital:
As per our Restated Financial Information:
Particulars Basic EPS (in ₹) Diluted EPS (in ₹) Weight
Financial year ended March 31, 2025 6.05 6.03 3
Financial year ended March 31, 2024 2.89 2.89 2
Financial year ended March 31, 2023 2.20 2.20 1
Weighted Average* 4.36 4.35 -
Note:
a) Basic EPS (₹) = In accordance with Ind AS 33, Basic earnings per share is calculated by dividing the restated profit or
loss for the year attributable to equity shareholders of our Company by the weighted average number of Equity Shares
outstanding during the year;
b) Diluted EPS (₹) = In accordance with Ind AS 33, Diluted earnings is calculated by dividing the restated profit/(loss) for
the year attributable to equity shareholders of our Company by the weighted average number of Equity Shares
outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares during the year;
The Basic and Diluted Earnings per Share is calculated after giving effect of bonus and split
c) The above statement should be read with material accounting policies and notes on Restated Financial Information;
137d) Pursuant to a resolution passed by the Board of Directors dated November 06, 2024 and Shareholders approval on the
said date, our Company has sub-divided one equity shares of face value of ₹ 10 per equity share to 2 equity shares having
face value of ₹ 5 per equity share and has allotted 5,75,11,050 bonus equity shares of ₹ 5 each in the ratio of 3 (three)
fully paid-up bonus shares of the face value of ₹ 5 each for every existing 1 (one) fully paid-up equity shares of the face
value of ₹ 5 each held by the shareholders as on November 05, 2024. The Basic and Diluted Earnings per Share is
calculated after giving effect of bonus and split.
* The weighted Average is an aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight)
for each year/Total of weights
2. Price Earning Ratio (P/E) in relation to Offer Price of ₹ [●] per Equity Share:
Particulars P/E at lower end of P/E at higher end of P/E at Offer Price
the Price Band the Price Band (no. of times)
Basic EPS as per the Restated [●] [●] [●]
Financial Information for the year
ended March 31, 2025
Diluted EPS as per the Restated [●] [●] [●]
Financial Information for the year
ended March 31, 2025
3. Industry P/E ratio*
Particulars P/E Ratio
Highest 44.56
Lowest 13.51
Average 28.69
*Peer Group includes Sanstar Limited, Gujarat Ambuja Exports Limited, Gulshan Polyols Limited and Sukhjit Starch and
Chemicals Limited. P/E Ratio has been computed based on the closing market price of equity shares on July 21, 2025, on
www.nseindia.com, divided by the Diluted EPS as on March 31, 2025, as disclosed in audited consolidated financials
submitted by the respective entity with the stock exchange for the financial year ended March 31, 2025.
4. Average Return on Net Worth (RoNW):
As per Restated Financial Information of our Company:
Particulars RoNW* (%) Weight
Financial year ended March 31, 2025 20.25 3
Financial year ended March 31, 2024 17.49 2
Financial year ended March 31, 2023 16.05 1
Weighted Average** 18.63 -
*Return on net worth is calculated as restated profit/(loss) for the year divided by net worth. Net Worth is 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 / fair value gain
of Freehold land on transition to Ind AS of ₹ 80.98 million, and write back of depreciation and amalgamation, in accordance
with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
** The weighted average is a product of RoNW and respective assigned weight dividing the resultant by total aggregate weight
5. Net Asset Value (NAV) per Equity Share:
Particulars NAV per share (in ₹)
As on March 31, 2025 28.66
After the completion of Offer
- At the Floor Price [●]
- At the Cap Price [●]
Offer Price [●]
Notes:
1. Offer Price per Equity Share will be determined on conclusion of the Book Building Process;
2. Net asset value per equity share= Net worth as restated , but does not include reserves created out of revaluation of assets/
fair valuation gain of freehold land on transition to Ind AS of ₹ 80.98 millions / number of equity shares outstanding at
138the end of the financial year after considering the adjustment of sub-division of shares and bonus shares issued during the
Fiscal 2025.
6. Comparison with Listed Industry Peers
Name of Company Face Total Income EPS NAV P/E RONW Market
Value (in ₹ million) (%) Price of
(₹ per share) (₹ per
Listed
(₹ per share)
Peers
Basic Diluted
share)
Regaal Resources 5.00 9,175.76 6.05 6.03 28.66 [●]# 20.25 [●]#
Limited
Sanstar Limited 2.00 9,714.54 2.58 2.58 34.18 36.46 7.03 94.06
Gujarat Ambuja 1.00 46,950.60 5.44 5.44 65.46 20.22 8.30 110.02
Exports Limited
Gulshan Polyols 1.00 20,245.44 3.95 3.95 87.07 44.56 4.02 176.00
Limited
Sukhjit Starch and 5.00* 15,061.90 12.79 12.79 173.82 13.51 7.36 172.80
Chemicals Limited
*Sukhjit Starch and Chemicals Limited had fixed October 25, 2024 as record date for sub-division of equity shares from
existing face value of ₹ 10 each to face value of ₹ 5 each accordingly impact of subdivision of equity shares is incorporated in
the calculation of EPS, NAV and P/E.
#To be included in respect of our Company in the Prospectus based on the Offer Price.
Source:
1. All the financial information for our Company mentioned above is based on the Restated Financial Information for the
year ended March 31, 2025;
2. All the financial information for listed industry peers mentioned above is on a consolidated basis and is sourced from
the audited consolidated financial statements of the respective companies for the financial year ended March 31, 2025
available on the website of National Stock Exchange of India Limited at www.nseindia.com.
Notes:
1. Net Asset Value per equity share is calculated as Net Worth as of the end of relevant year divided by the number of
equity shares outstanding at the end of the year. The Net Asset Value per share disclosed above is after considering the
impact of bonus and subdivision of equity shares;
2. P/E Ratio has been computed based on the closing market price of equity shares on July 21, 2025, on www.nseindia.com,
divided by the Diluted EPS as on March 31, 2025;
3. Return on net worth is calculated as restated profit/(loss) for the year divided by net worth.
7. Key Performance Indicators
The table below sets forth the details of our Key Performance Indicators that our Company considers have a
bearing for arriving at the basis for Offer Price. The Key Performance Indicators set forth below have been
approved by our Audit Committee pursuant to the resolution at its meeting dated August 6, 2025. Further,
our Company’s Audit Committee has on August 6, 2025, taken on record that other than the Key Performance
Indicators set out below, our Company has not disclosed any other Key Performance Indicators during the 3
years preceding the date of this Red Herring Prospectus to its investors.
Additionally, the Key Performance Indicators have been certified by independent chartered accountant
appointed by our Company, Sanmarks & Associates, Chartered Accountants, pursuant to a certificate dated
August 6, 2025, who hold a valid certificate issued by the Peer Review Board of the ICAI. The certificate
issued by independent chartered accountant dated August 6, 2025, has been included in the section ‘Material
Contracts and Documents for Inspection’ of this Red Herring Prospectus.
The KPIs disclosed below have been used historically by our Company to understand and analyse the
operational and the financial performance, which in result, helps it in analysing the growth of various verticals
139in comparison to its listed peers, and other relevant and material KPIs of the business of our Company that
have a bearing on arriving at the Basis for Offer Price have been disclosed below.
The Bidders can refer to the below-mentioned Key Performance Indicators, being a combination of financial
and operational Key Performance Indicators, to make an assessment of our Company’s performances and
make an informed decision.
A list of our Key Performance Indicators for Fiscal 2025, Fiscal 2024, and Fiscal 2023 is set out below:
Particulars Unit As on and for the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Financial KPI
Revenue from Operations(1) (in ₹ million) 9,151.61 6,000.23 4,879.55
Revenue from Operations % 36.95
CAGR (%)(2)
EBITDA(3) (in ₹ million) 1,127.90 563.65 406.73
EBITDA Margin (%)(4) % 12.32 9.39 8.34
PAT(5) (in ₹ million) 476.68 221.42 167.58
PAT Margin (%)(6) (%) 5.19 3.68 3.43
Total Borrowings(7) (in ₹ million) 5,070.48 3,572.13 1,889.32
Net worth(8) (in ₹ million) 2,354.10 1,266.09 1,044.11
Return on Equity (ROE) (%)(9) % 20.25 17.49 16.05
Return on Capital Employed % 14.17 10.07 10.99
(ROCE) (%)(10)
Debt to Equity Ratio(11) In times 2.08 2.65 1.68
Gross Block(12) (in ₹ million) 4,129.08 3,283.94 1,950.83
Addition to Property, Plant and (in ₹ million) 848.44 1,335.60 287.87
Equipment(13)
Fixed Assets Turnover In times 2.46 2.00 2.78
Ratio(14)
Cash Conversion Cycle(15) In days 93 79 43
Operational KPI
Total installed capacity in MT MT per day 750 650 370
per day (TPD)(16) (TPD)
No. of employees(17) Number 469 410 372
No. of customers(18) Number 261 195 182
Notes:
1. Revenue from Operations is the revenue from operations as per the Restated Financial Information.
2. Revenue from Operation CAGR (%) provides information regarding the growth of revenue from year ended March 31,
2023 to March 31, 2025.
3. EBITDA (₹ million) is calculated as restated profit before tax, plus finance costs, depreciation, and amortisation
expenses, minus other income.
4. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations, multiplied by 100.
5. PAT is the restated profit/ (loss) for the year after tax as per Restated Financial Information.
6. PAT Margin (%) is calculated as restated profit for the year divided by Total Income.
7. Total Borrowings represent sum of current and non-current borrowings.
8. Net Worth is 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 / fair value gain of Freehold land on transition to Ind AS of ₹ 80.98 million, and write back of
140depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
9. Return on Equity (%) is calculated as PAT divided by net worth.
10. Return on Capital Employed (RoCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA
minus depreciation and amortisation expense and (ii) Capital employed means total equity + total current & non-current
borrowings minus cash and cash equivalents and other bank balances.
11. Debt to Equity Ratio is calculated as total borrowings divided by total equity.
12. Gross Block represents the gross value of all property plant and equipment as per Restated Financial Information.
13. Addition to Property, Plant and Equipment represents the addition to the Gross Block in the period as per Restated
Financial Information.
14. Fixed Assets Turnover Ratio is calculated as revenue from operations for the year divided by net block of property, plant
and equipment.
15. Cash Conversion Cycle (in days) is calculated as inventory days plus trade receivable days minus trade payable days.
Inventory days are calculated as Inventory divided by cost of goods sold multiplied by 365 days. Trade receivable days
are calculated as Trade receivables divided by Revenue from operations multiplied by 365 days. Trade payable days are
calculated as Trade payable divided by cost of goods sold multiplied by 365 days.
16. Total installed capacity is the maize crushing capacity of our Company in metrics tonnes per day.
17. No. of employees is the aggregate number of employees employed during the year by our Company.
18. No. of customers is the aggregate customers served by our Company.
For reconciliation in relation to the Gross Profit, Gross Margin, EBITDA, EBITDA Margin, Return on
Equity, Return on Capital Employed, PAT Margin and Gross Fixed Asset Turnover Ratio, see ‘Other
Financial Information’ on page 376.
Explanation for KPI metrics
Sr. KPI Explanation
No.
1. Revenue from Operations Revenue from Operations is used by our management to track
the revenue profile of the business and in turn helps assess the
overall financial performance of our Company and size of our
business.
2. Revenue from Operations CAGR Revenue CAGR growth provides information regarding the
growth in terms of our business for the respective period, in
terms of CAGR.
3. EBITDA EBITDA provides information regarding the operational
efficiency of the business
4. EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability
and financial performance of our business
5. Profit after Tax (PAT) Profit after Tax (PAT) for the year provides information
regarding the overall profitability of the business
6. PAT Margin (%) PAT Margin is an indicator of the overall profitability and
financial performance of our business
7. Total Borrowings Total Borrowings is used by us to track our leverage position on
time to time
8. Net Worth Net worth is used to track the book value and overall value of
shareholders’ equity
9. Return on Equity (ROE) (%) Return on Equity provides how efficiently our Company
generates profits from shareholders’ funds
10. Return on Capital Employed Return on Capital Employed provides how efficiently our
(ROCE) (%) Company generates earnings from the capital employed in the
business
11. Debt-Equity Ratio Debt to Equity Ratio is used to measure the financial leverage of
our Company and provides comparison benchmark against peers
12. Gross Block Gross block is the sum total of all assets of our Company valued
at their cost of acquisition. It is an indicator of how asset
heavy/light a business is
13. Addition to Property, Plant and Addition to Property, Plant, and Equipment refers to investments
Equipment made by a company in acquiring, upgrading, or constructing
long-term physical assets
141Sr. KPI Explanation
No.
14. Fixed Assets Turnover Fixed Asset Turnover is the efficiency at which our Company is
able to deploy its assets (on net block basis) to generate the
Revenue from Operations
15. Cash Conversion Cycle (in days) Cash Conversion Cycle days indicate the working capital
requirements in relation to revenue generated from operations
16. Total installed capacity in metric Total installed capacity is the maize crushing capacity of our
tonnes per day Company in metric tonnes per day
17. No. of employees Number of employees indicate the no. of employees employed
during the year by our Company.
18. No. of customers Number of customers indicate the no. of customers served by our
Company.
For details of our other operating metrics disclosed elsewhere in this Red Herring Prospectus, see ‘Our
Business’ and ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ on
pages 238 and 382, respectively.
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 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 Financial Information. We use these KPIs to evaluate our financial
and operating performance. These KPIs have limitations as analytical tools. Further, these KPIs may differ
from the similar information used by other companies and hence their comparability may be limited.
Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS
measures of performance or as an indicator of our operating performance, liquidity or results of operation.
Although these KPIs are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that it provides an additional tool for investors to use in
evaluating our ongoing operating results and trends and in comparing our financial results with other
companies in our industry because it provides consistency and comparability with past financial performance,
when taken collectively with financial measures prepared in accordance with Ind AS.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or
operational metric to evaluate our business.
Comparison with listed industry peers
While our listed peers (mentioned below), like us, operate in similar industry and may have similar offerings
or end use applications, our business may be different in terms of differing business models, different product
verticals serviced or focus areas or different geographical presence.
(Remainder of the page has been intentionally kept blank)
142Particulars Unit Regaal Resources Limited Sanstar Limited
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from Operations(1) (in ₹ million) 9,151.61 6,000.23 4,879.55 9,534.23 10,672.71 12,050.67
Revenue from Operations CAGR (%)(2) % 36.95 -11.05
EBITDA(3) (in ₹ million) 1,127.90 563.65 406.73 559.76 981.41 724.47
EBITDA Margin (%)(4) % 12.32 9.39 8.34 5.87 9.20 6.01
PAT(5) (in ₹ million) 476.68 221.42 167.58 437.98 667.67 418.05
PAT Margin (%)(6) (%) 5.19 3.68 3.43 4.51 6.17 3.46
Total Borrowings(7) (in ₹ million) 5,070.48 3,572.13 1,889.32 270.72 1,276.36 1,117.00
Net worth(8) (in ₹ million) 2,354.10 1,266.09 1,044.11 6,228.94 2,175.15 1,508.84
Return on Equity (ROE) (%)(9) % 20.25 17.49 16.05 7.03 30.70 27.71
Return on Capital Employed (ROCE) % 14.17 10.07 10.99 9.44 22.87 20.74
(%)(10)
Debt to Equity Ratio(11) In times 2.08 2.65 1.68 0.04 0.50 0.60
Gross Block(12) (in ₹ million) 4,129.08 3,283.94 1,950.83 N/A 2,476.27 2,296.99
Addition to Property, Plant and (in ₹ million) 848.44 1,335.60 287.87 N/A 212.51 793.54
Equipment(13)
Fixed Assets Turnover Ratio(14) In times 2.46 2.00 2.78 4.98 5.28 6.16
Cash Conversion Cycle(15) In days 93 79 43 59 48 26
Operational KPIs
Total installed capacity in MT per day MT per day 750 650 370 N/A 1,100.00 1,100.00
(TPD)(16) (TPD)
No. of employees(17) Number 469 410 372 N/A 271 N/A
No. of customers(18) Number 261 195 182 N/A 525 541
Particulars Unit Gujarat Ambuja Exports Limited Gulshan Polyols Limited
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from Operations(1) (in ₹ million) 46,125.80 49,267.00 49,089.90 20,196.77 13,779.76 11,797.30
Revenue from Operations CAGR (%)(2) % -3.07 30.84
EBITDA(3) (in ₹ million) 4,009.70 4,423.70 4,750.40 953.56 580.77 879.98
EBITDA Margin (%)(4) % 8.69 8.98 9.68 4.72 4.21 7.46
PAT(5) (in ₹ million) 2,492.50 3,458.70 3,301.00 246.66 177.58 451.82
143Particulars Unit Gujarat Ambuja Exports Limited Gulshan Polyols Limited
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
PAT Margin (%)(6) (%) 5.31 6.82 6.62 1.22 1.28 3.81
Total Borrowings(7) (in ₹ million) 2,175.60 1,949.30 2,206.70 3,920.12 3,488.72 2,479.67
Net worth(8) (in ₹ million) 30,022.50 27,690.00 24,339.60 6,131.77 5,903.19 5,748.71
Return on Equity (ROE) (%)(9) % 8.30 12.49 13.56 4.02 3.01 7.86
Return on Capital Employed (ROCE) % 8.58 10.91 14.95 5.79 2.77 7.25
(%)(10)
Debt to Equity Ratio(11) In times 0.07 0.07 0.09 0.64 0.59 0.43
Gross Block(12) (in ₹ million) N/A 16,886.80 16,103.50 N/A 7,812.14 5,064.12
Addition to Property, Plant and (in ₹ million) N/A 1,156.00 3,687.60 N/A 2,751.07 682.27
Equipment(13)
Fixed Assets Turnover Ratio(14) In times 4.12 4.90 4.73 2.82 2.66 4.28
Cash Conversion Cycle(15) In days 89 86 74 49 54 84
Operational KPIs
Total installed capacity in MT per day MT per day N/A 4,000.00 4,000.00 N/A 600.00 600.00
(TPD)(16) (TPD)
No. of employees(17) Number N/A 2,590 2,875 N/A 523 1,229
No. of customers(18) Number N/A NA 1,300+ N/A N/A N/A
Particulars Unit Sukhjit Starch and Chemicals Limited
Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from Operations(1) (in ₹ million) 14,979.50 13,753.45 14,465.72
Revenue from Operations CAGR (%)(2) % 1.76
EBITDA(3) (in ₹ million) 1,116.90 1,280.22 1,470.89
EBITDA Margin (%)(4) % 7.46 9.31 10.17
PAT(5) (in ₹ million) 399.50 499.58 633.61
PAT Margin (%)(6) (%) 2.65 3.61 4.37
Total Borrowings(7) (in ₹ million) 2,841.60 3,244.90 3,192.75
Net worth(8) (in ₹ million) 5,430.80 5,026.44 4,655.29
Return on Equity (ROE) (%)(9) % 7.36 9.94 13.61
144Particulars Unit Sukhjit Starch and Chemicals Limited
Fiscal 2025 Fiscal 2024 Fiscal 2023
Return on Capital Employed (ROCE) (%)(10) % 9.34 11.48 14.43
Debt to Equity Ratio(11) In times 0.52 0.65 0.69
Gross Block(12) (in ₹ million) N/A 7,842.05 7,575.29
Addition to Property, Plant and Equipment(13) (in ₹ million) N/A 277.64 851.77
Fixed Assets Turnover Ratio(14) In times 2.79 2.64 2.74
Cash Conversion Cycle(15) In days 77 81 65
Operational KPIs
Total installed capacity in MT per day (TPD)(16) MT per day (TPD) N/A 1,600.00 1,600.00
No. of employees(17) Number N/A 1,250+ 1,250+
No. of customers(18) Number N/A NA NA
NA indicates Not Available
Source: All the information for the listed industry peer mentioned above is on a consolidated basis and is sourced from the annual reports, financial statements and prospectus of the respective
company for the year ended March 31, 2025, March 31, 2024, and March 31, 2023 submitted to stock exchanges.
Notes:
1. Revenue from Operations is the revenue from operations as per the Restated Financials Information.
2. Revenue from Operation CAGR (%) provides information regarding the growth of revenue from year ended March 31, 2023 to March 31, 2025;
3. EBITDA (₹ million) is calculated as restated profit before tax, plus finance costs, depreciation, and amortisation expenses, minus other income;
4. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations, multiplied by 100;
5. PAT is the restated profit/ (loss) for the year after tax for the year as per Restated Financials Information;
6. PAT Margin (%) is calculated as restated profit for the year divided by Total Income;
7. Total Borrowings (₹ million) represent sum of current and non-current borrowings;
8. Net Worth is 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.
9. Return on Equity (%) is calculated as PAT divided by net worth;
10. Return on Capital Employed (RoCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus depreciation and amortisation expense and (ii) Capital employed
means total equity + total current & non-current borrowings minus cash and cash equivalents and other bank balances;
11. Debt to Equity Ratio is calculated as total borrowings divided by total equity, where Total Equity includes 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.
12. Gross Block represents the gross value of all property plant and equipment as per Restated Financial Information;
13. Addition to Property, Plant and Equipment represents the addition to the Gross Block in the period as per Restated Financial Information;
14. Fixed Assets Turnover Ratio is calculated as revenue from operations for the year divided by net block of property, plant and equipment;
15. Cash Conversion Cycle (in days) is calculated as inventory days plus trade receivable days minus trade payable days. Inventory days are calculated as Inventory divided by cost of goods
sold multiplied by 365 days. Trade receivable days are calculated as Trade receivables divided by Revenue from operations multiplied by 365 days. Trade payable days are calculated as
Trade payable divided by cost of goods sold multiplied by 365 days.
16. Total installed capacity is the maize crushing capacity of the company in metrics tonnes per day;
14517. No. of employees is the aggregate number of employees employed during the year by the company;
18. No. of customers is the aggregate customers served by the company.
1468. Weighted average cost of acquisition (WACA), Floor Price and Cap
a. The price per share of our Company based on the primary/ new issue of shares (equity/ convertible
securities)
Our Company has not issued any Equity Shares (excluding bonus shares or convertible securities or
employee stock options) during the 18 months preceding the date of this certificate, 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(s)), in a single transaction or
multiple transactions combined together over a span of rolling 30 days except as mentioned below:
Date of Number of Face Issue Nature of Nature of Total
transaction equity value per price per transaction consideration consideration
shares equity equity (₹ In million)
allotted share (₹) share (₹)
November 18, 4,545,450 5 110 Preferential Cash 500.00
2024 allotment
pursuant to
conversion
of unsecured
loan
November 18, 909,090 5 110 Preferential Cash 100.00
2024 allotment
pursuant to
conversion
of unsecured
loan
b. The price per share of our Company based on secondary sale/ acquisitions of shares (equity/
convertible securities)
There have been no secondary sale/ acquisitions of Equity Shares or any convertible securities,
where our Promoter or the members of our Promoter Group are a party to a transaction, during the
18 months preceding the date of this 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 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.
For further details in relation to the share capital history of our Company, see ‘Capital Structure’ on
page 97.
Based on the above transactions, below are the details of the weighted average cost of acquisition,
as compared to the Floor Price and the Cap Price:
Types of Weighted average Floor Price (i.e. ₹ Cap Price (i.e. ₹
transactions cost of acquisition [●])* [●])*
(in ₹)
Weighted average cost 110.00 [●] times [●] times
of acquisition of
primary issuance
Weighted average cost NA [●] times [●] times
of acquisition of
secondary transactions
*To be updated at Prospectus Stage
147Weighted Average cost of Acquisition (WACA) to Cap Price
Period WACA (₹) Floor Price (₹ [●]) is Cap Price (₹ [●]) is
‘X’ times the WACA* ‘X’ times the WACA*
Last 1 year 9.53 [●] [●]
Last 18 months 9.53 [●] [●]
Last 3 years 9.53 [●] [●]
*To be updated at Prospectus Stage
9. Justification for Basis for the Offer Price
Detailed explanation for Offer Price/Cap Price being [●] times of WACA of past 5 primary issuances
/secondary transactions of Equity Shares (as disclosed above) along with our Company’s Key
Performance Indicators and financial ratios for the Fiscal 2025, Fiscal 2024, and Fiscal 2023 and in view
of the external factors which may have influenced the pricing of the offer, if any.
[●]*
*To be included upon finalisation of Price Band
10. The Offer Price will be [●] times of the face value of the Equity Shares
The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLM(s), on
the basis of assessment of market demand from investors for Equity Shares through the Book Building
Process and is justified in view of the above qualitative and quantitative parameters. Investors should
read the above information along with ‘Risk Factors’, ‘Our Business’, ‘Restated Financial Information’
and ‘Management’s Discussion and Analysis of Financial Conditions and Results of Operations’ on
pages 36, 238, 315, and 382. The trading price of the Equity Shares could decline due to the factors
mentioned in ‘Risk Factors’ or any other factors that may arise in the future and you may lose all or part
of your investments.
11. Disclosure of KPIs
Our Company shall continue to disclose the KPIs disclosed above on a periodic basis, at least once in a
year (or a lesser duration, as our Company may determine) for a duration that is at least the later of (i) 1
year after the listing date or the period specified by SEBI; (ii) till the utilisation of the Net Proceeds. Any
changes in these KPIs in the aforementioned period, will be explained by our Company. The ongoing
KPI will continue to be certified by a member of an expert body as specified under the SEBI ICDR
Regulations.
148STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors,
Regaal Resources Limited
6th Floor, D2/2, Block-EP & GP,
Sector -V, Kolkata,
West Bengal, India, 700091
Dear Sirs,
Sub: Statement of possible special tax benefit (the “Statement”) available to Regaal Resources Limited
(the “Company”) and its shareholders, prepared to comply with the requirements of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018 as amended (the
“SEBI ICDR Regulations) in connection with the Proposed initial public offering of equity shares
(Equity Shares) by the Company through a fresh issue of Equity Shares and an offer for sale of the
Equity Shares by Selling Shareholders (Offer)
We, Singhi & Co., Chartered Accountants , the statutory auditors of the Company, hereby confirm that the
enclosed statement in the Annexure prepared by the Company and initialled by us for identification purpose
(Statement) sets out the possible special tax benefits available to the Company and its Shareholders, under direct
tax and indirect tax laws presently in force in India, including the Income-tax Act, 1961, as amended by the
Finance Act, 2025, read with rules, circular and notification issued thereunder (Act) i.e., applicable for the
Financial Year 2025-26, relevant to the assessment year 2026-27, 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, (GST Act) read with Rules, Circulars, and Notifications,
Customs Act, 1962 and the Customs Tariff Act, 1975 and Foreign Trade Policy 2023 (FTP) as extended, i.e.,
applicable for the Financial Year 2025-26 relevant to the Assessment Year 2026-27, presently in force in India
(collectively the Taxation Laws) read with the rules, regulations, circulars and notifications issued thereon, as
applicable to the assessment year 2026-27 relevant to the financial year 2025-26.
Several of these benefits are dependent on the Company and its Shareholders, as the case may be, fulfilling the
conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company and its
Shareholders to derive the special tax benefits is dependent upon their fulfilling such conditions, which based on
business imperatives the Company and its Shareholders face in the future, and accordingly the Company and its
Shareholders 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 Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (SEBI
ICDR Regulations). While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations,
it is assumed that with respect to special tax benefits available to the Company and its Shareholders the same
would include those benefits as enumerated in the statement. Any benefits under the Taxation Laws other than
those specified in the statement 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 specifically mentioned in the statement, have not been examined and covered by this statement.
Our views are based on the existing provisions of law and its interpretation, which are subject to change from time
to time. We do not assume responsibility to update the views consequent to such changes.
The benefits discussed in the enclosed statement cover the possible special tax benefits available to the Company
and its Shareholders and do not cover any general tax benefits available to them. In respect of non-residents, the
tax rates and the consequent taxation shall be further subject to any benefits available under the applicable Double
149Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal
domicile.
The benefits stated in Annexure A of this certificate, for possible special tax benefits available to the Company
and its Shareholders are not exhaustive and the preparation of the contents stated is the responsibility of the
Company. We are informed that this statement is only intended to provide general information to the investors
and is neither designed nor intended to be a substitute for professional tax advice. In view of the distinct nature of
the tax consequences and the changing tax laws, each investor is advised to consult their own tax consultant with
respect to the specific tax implications arising out of their participation in the Offer and we shall in no way be
liable or responsible to any shareholder or subscriber for placing reliance upon the contents of this statement.
Also, any tax information included in this written communication was not intended or written to be used, and it
cannot be used by the Company or the investor, for the purpose of avoiding any penalties that may be imposed by
any regulatory, governmental taxing authority or agency.
We do not express any opinion or provide any assurance as to whether:
a. The Company and its Shareholders, will continue to obtain these benefits in the future;
b. The conditions prescribed for availing of the benefits have been/would be met with; and
c. The revenue authorities/courts will concur with the views expressed herein.
The contents of the enclosed statement are based on information, explanations and representations obtained from
the Company on the basis of our understanding of the business activities and operations of the Company. We have
relied upon the information and documents of the Company being true, correct and complete and have not audited
or tested them. Our view, under no circumstances, is to be considered as an audit opinion under any regulation or
law.
No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. Our Firm
or any of partners or affiliates, shall not be responsible for any loss, penalties, surcharges, interest or additional
tax or any tax or non-tax, monetary or non-monetary, effects or liabilities (consequential, indirect, punitive or
incidental) before any authority / otherwise within or outside India arising from the supply of incorrect or
incomplete information of the Company.
We hereby consent to the extracts of this certificate being used in the red herring prospectus and the prospectus to
be filed with the Registrar of Companies, West Bengal at Kolkata (RoC) and submitted to the Securities and
Exchange Board of India (SEBI), the BSE Limited (BSE) and the National Stock Exchange of India Limited
(NSE and together with BSE, the Stock Exchanges) in connection with the Offer, and submission of this certificate
as may be necessary, to any regulatory authority statutory, judicial or governmental authorities, and in any other
material used in connection with the Offer and for disclosure on the website of the Company in connection with
the Offer and/or for the records to be maintained by the Book Running Lead Managers in connection with the
Offer and in accordance with applicable law. We also consent to this certificate to be uploaded on the website,
repository and, or, the database of the Stock Exchanges.
We have conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special
Purposes’ (Revised 2016) issued by the Institute of Chartered Accountants of India (ICAI) which requires that
we comply with ethical requirements of the Code of Ethics issued by the ICAI. We hereby confirm that while
providing this certificate we have complied with the Code of Ethics issued by the ICAI. We have also 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 this certificate being disclosed by the Book Running Lead Managers, if required (i) by
reason of any law, regulation, order or request of a court or by any governmental or competent regulatory
150authorities or (ii) in seeking to establish a defence in connection with, or to avoid any actual, potential or threatened
legal, arbitral or regulatory proceeding or investigation related to any matter regarding issuance and listing of the
equity shares of the Company.
We undertake to update you, in writing, of any change in the above-mentioned disclosures which we are aware of
until the Equity Shares allotted, pursuant to the Offer, are listed and commence trading on the Stock Exchanges.
In the absence of any such communication from us, the above information should be considered as updated
information until the Equity Shares commence trading on the Stock Exchanges, pursuant to the Offer.
This certificate may be relied on by the Book Running Lead Managers, its affiliates and the legal counsel in
relation to the Offer and to assist the Book Running Lead Managers in the context of due diligence procedures
that the Book Running Lead Managers has to conduct and the documents in relation of their investigation of the
affairs of the Company in connection with the Offer.
All capitalized terms not defined herein bear the meaning ascribed to them in the Offer Documents.
Yours sincerely,
For Singhi & Co.
Chartered Accountants
Firm Registration No: 302049E
(Giridhari Lal Choudhary)
Partner
Membership No.: 052112
Date: July 28, 2025
Place: Kolkata
UDIN: 25052112BMLZFL7117
151ANNEXURE A
Statement of Tax Benefits
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND THE
SHAREHOLDERS OF THE COMPANY UNDER THE APPLICABLE DIRECT AND INDIRECT TAX
LAWS IN INDIA
The information provided below sets out the possible special direct tax benefits available to Regaal Resources
Limited (“Company”) and its shareholders in a summary manner only and is not a complete analysis or listing of
all potential tax consequences of the subscription, ownership, and disposal of equity shares of the Company, under
the Income-tax Act, 1961 (as amended by the Finance Act, 2025) read with Income Tax Rules, 1962, circulars,
notifications, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017,
the State Goods and Services Tax Act as passed by respective State Governments from where the Company and
its shareholders operate and applicable to the Company and its shareholders, Customs Act 1962 and Foreign Trade
Policy 2023 (as extended) including the rules, regulations, circulars and notifications issued there under
(collectively referred as “Taxation Laws”) presently force in India.
Several of these benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed
under the relevant Taxation Laws. Hence, the ability of the Company and its shareholders to derive the tax benefits
is dependent upon fulfilling such conditions, which based on business / commercial imperatives any of them face,
may or may not choose to fulfil. We do not express any opinion or provide any assurance as to whether the
Company and its shareholders will continue to obtain these benefits in future. The following overview is not
exhaustive or comprehensive and is not intended to be a substitute for professional advice. In view of the
individual nature of the tax consequences and the changing Taxation Laws, each investor is advised to consult
their own tax consultant with respect to the specific tax implications arising out of their participation in the Offer.
We are neither suggesting nor are we advising the investor to invest money or not to invest money based on this
statement.
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE
TAX IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING, OWNING AND
DISPOSING OF EQUITY SHARES IN THE SECURITIES, 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 IN THEIR PARTICULAR SITUATION.
STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY
AND ITS SHAREHOLDERS
I. Special Direct tax benefits available to the Company under the Income tax Act, 1961
The statement of possible tax benefits enumerated below is as per the Income tax Act 1961 (“ITA”) as
amended from time to time and as applicable for Financial Year (“FY”) 2025-26, relevant to Assessment
Year (“AY”) 2026-27 as per the provisions of Finance Act, 2025.
1) Lower corporate tax rate under Section 115BAA of the ITA
Section 115BAA inserted w.e.f. 1 April 2020 (i.e. AY 2020-21), provides an option to a domestic
company to pay corporate tax at a reduced rate of 22% (plus applicable surcharge and education cess).
In case the Company or material subsidiary opts for the concessional income tax rate as prescribed under
Section 115BAA of the ITA, it will not be allowed to claim any of the following deductions/ exemptions:
- Deduction under the provisions of Section 10AA (deduction for units in Special Economic
Zone);
- Deduction under clause (ii a) of sub-section (1) of Section 32 (Additional depreciation);
- Deduction under Section 32AD or Section 33AB or Section 33ABA (Investment allowance in
backward areas, Investment deposit account, site restoration fund);
- Deduction under sub-clause (ii) or sub-clause (ii a) or sub-clause (iii) of sub-section (1) or sub-
152section (2AA) or sub-section (2AB) of Section 35 (Expenditure on scientific research);
- Deduction under Section 35AD or Section 35CCC (Deduction for specified business,
agricultural extension project);
- Deduction under Section 35CCD (Expenditure on skill development);
- Deduction under any provisions of Chapter VI-A other than the provisions of Section 80JJAA
(Deduction in respect of employment of new employees) and 80M (Deduction in respect of
certain inter-corporate dividends);
- No set-off of any loss carried forward or depreciation from any earlier assessment year, if such
loss or depreciation is attributable to any of the deductions referred above;
- No set-off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A,
if such loss or depreciation is attributable to any of the deductions referred above.
The provisions of section 115JB regarding Minimum Alternate Tax (“MAT”) are not applicable if the
Company opts for the concessional income tax rate as prescribed under Section 115BAA of the ITA.
Consequently, the Company will not be entitled to claim tax credit relating to MAT, if available from
the year of adoption of such beneficial tax rate.
The Company have opted for the concessional rate of tax for the first time in the return of income filed
for FY 2020-21.
2) Deduction in respect of employment of new employees under Section 80JJAA of the ITA
As per Section 80JJAA of the ITA, an assessee subject to tax audit under Section 44AB of the ITA, is
entitled to claim a deduction of an amount equal to thirty per cent of additional employee cost incurred
in the course of business in the previous year, for three assessment years including the assessment year
relevant to the previous year in which such employment is provided, subject to the fulfilment of
prescribed conditions therein.
The deduction under Section 80JJAA is available even if the Company opts for concessional tax rate
under Section 115BAA of the ITA.
II. Special Indirect tax benefits available to the Company
The statement of possible tax benefits enumerated below is as per the Central Goods and Services Tax
Act, 2017 (CGST Act) / the Integrated Goods and Services Tax Act, 2017 (IGST Act)/ the Union
Territory Goods and Service Tax Act, 2017 (UTGST Act) / respective State Goods and Service Tax Act,
2017(SGST Act)(“all the acts collectively Referred as GST Act”), the (“Customs Act”), the Customs
Tariff Act, 1975 (“Tariff Act”) and Foreign Trade Policy 2023 (FTP) including the rules, regulations,
circulars and notifications issued thereunder (collectively referred to as “Indirect Tax Laws”) as amended
from time to time and presently in force in India.
i. Benefits under The Foreign Trade (Development and Regulation) Act, 1992 (read with
Foreign Trade Policy 2023)
Remission of Duties and Taxes on Exported Products (RoDTEP)
The objective of RoDTEP scheme is to refund various duties and taxes incurred on the export of goods.
Under the scheme, rebate of taxes will be given in the form of electronic scrip which could be utilised
for payment of Basic Customs Duty.
The Company is availing benefit under RoDTEP Scheme
ii. Benefits under Customs Act (read with Tariff Act and related rules and regulations)
Benefits of Duty Drawback scheme under Section 75 of Customs Act
153As per section 75 of the Customs Act, Central Government is empowered to allow duty drawback on
export of goods, where the imported materials are used in the manufacture of such exported goods. The
main principle is that the Government fixes a rate per unit of final article to be exported out of the country
as the drawback amount payable on such goods.
The Company is availing such duty drawback benefit.
iii. Benefits under the Central Goods and Services Act, 2017 (CGST Act), respective State
Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 (IGST) (read with
relevant Rules prescribed thereunder)
Export of goods under the GST law
Under the GST regime, all supplies of goods and services which qualify as export of goods or services
are zero-rated. On account of zero rating of supplies, the supplier will be entitled to claim Input Tax
Credit (ITC) in respect of input and input services used for such supplies and can seek refund of
accumulated/ unutilized ITC.
GST law inter-alia allows export of goods at zero rate on fulfilment of certain conditions. Exporters can
export goods under Bond / Letter of Undertaking (LUT) without payment of IGST and claim refund of
accumulated ITC. There is also an alternative available to export goods with payment of IGST and
subsequently claim refund thereof, as per the provisions of Section 54 of CGST Act.
We understand that the Company is availing benefit of export under LUT.
III. Special Direct tax benefits available to the Shareholders
There is no special direct tax benefit available to the shareholders of Company for investing in the shares
of the Company. However, such shareholders shall be liable to concessional tax rates on certain incomes
under the extant provisions of the ITA. Further, it may be noted that these are general tax benefits
available to equity shareholders, other shareholders holding any other type of instrument are not covered
below.
1) Dividend Income
Dividend income earned by the shareholders would be taxable in their hands at the applicable rates.
However, in case of shareholders who are individuals, Hindu Undivided Family, Association of Persons,
Body of Individuals, whether incorporated or not and every artificial juridical person, maximum rate of
surcharge would be restricted to 15%, irrespective of the amount of dividend. Further in case shareholder
is a domestic company, deduction under Section 80M of the ITA would be available on fulfilling the
conditions as mentioned above. Further, if the shareholder is a tax resident of foreign country with which
India has a Double taxation Avoidance Agreement (‘DTAA’), it may claim benefit of applicable rate as
stated in the DTAA, if more beneficial over rate is ITA.
2) Tax on Capital gains on sale of listed equity shares in an Indian company
As on date, as per Section 112A of the ITA, long-term capital gains arising from transfer of equity shares,
or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 12.50% (without
indexation) of such capital gains subject to payment of securities transaction tax on acquisition and
transfer of equity shares and on the transfer of unit of an equity-oriented fund or a unit of a business trust
under Chapter VII of Finance (No.2) Act 2004 read with Notification No. 60/2018/F. No.370142/9/2017-
TPL dated 1 October 2018. However, no tax under the said section shall be levied where such capital
gains does not exceed INR 1,25,000 in a financial year.
Further, as per Section 111A of the ITA, short term capital gains arising from transfer of an equity share,
or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 20% subject to fulfilment
of prescribed conditions under the ITA.
154As per the Finance Act 2025, for all listed securities holding period would be 12 months and for all other
assets it shall be 24 months to qualify as long-term capital asset. Further, the exemption of long-term
capital gains on sale of equity shares, units of equity oriented mutual fund and unit of business trust stated
in above para has been increased from INR 1,00,000 to INR 1,25,000.
3) Simplified/New tax regime
As per Section 115BAC of the ITA, a simplified/ new tax regime may be opted for by individuals, Hindu
undivided family (“HUF”), Association of Persons, Body of Individuals, whether incorporated or not
every artificial juridical person, wherein income- tax law shall be computed at the rates specified as
under:
Total Income Rate of Tax
Upto INR 4,00,000 Nil
From INR 4,00,001 to 8,00,000 5%
From INR 8,00,001 to 12,00,000 10%
From INR 12,00,001 to 16,00,000 15%
From INR 16,00,001 to 20,00,000 20%
From INR 20,00,001 to 24,00,000 25%
Above INR 24,00,000 30%
Pertinent to note that the above rates are subject to the assessee not availing specified exemptions and
deductions as specified under said section.
It may be noted that the shareholders have the discretion to exercise the simplified tax regime.
IV. Double Taxation Avoidance Agreement benefit
In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject
to any benefits available under the applicable Double Taxation Avoidance Agreement, if any, between
India and the country in which the non-resident has fiscal domicile and fulfilment of other conditions to
avail the treaty benefit.
V. Capping on Surcharge
The surcharge payable by shareholders who are individuals, Hindu Undivided Family, Association of
Persons, Body of Individuals, whether incorporated or not and every artificial juridical person, ranges
from 0% to 37% based on their respective total income and subject to provisions of 115BAC. However,
the surcharge on dividend and capital gains would be restricted to 15%, irrespective of the quantum of
dividend and capital gains.
IV. Special Indirect tax benefits available to the Shareholders
There are no special indirect tax benefits available to the Equity Shareholders of Company under the
Indirect tax laws.
Notes:
i. Our views expressed in this statement are based on the facts and assumptions as indicated in the
statement. No assurance is given that the revenue authorities/courts will concur with the views
expressed herein. Our views are based on the existing provisions of law and its interpretation, which
are subject to changes from time to time. We do not assume responsibility to update the views
consequent to such changes. Reliance on this statement is on the express understanding that we do
not assume responsibility towards the investors who may or may not invest in the proposed issue
relying on this statement.
155ii. The above Statement of possible special tax benefits sets out the provisions of Indian tax laws in a
summary manner only and is not a complete analysis or listing of all potential tax consequences of
the purchase, ownership and disposal of shares.
iii. All the above benefits are as per the current tax law and any change or amendment in the
laws/regulation, which when implemented would impact the same.
iv. The above Statement covers only certain possible special tax benefits under the Taxation Laws, read
with the relevant rules, circulars and notifications applicable as on date and does not cover any
benefit under any other law in force in India. This Statement also does not discuss any tax
consequences, in the country outside India, of an investment in the shares of an Indian company.
v. This Statement is only intended to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of the tax consequences, the changing taxation laws, each investor is advised to consult their own tax
consultant with respect to the specific tax implications arising out of their participation in the proposed
offer.
vi. This statement has been prepared solely in connection with the proposed issue under the Companies
Act, 2013 and Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and as amended.
For and on behalf of Board of Directors of Regaal Resources Limited
(Anil Kishorepuria)
Managing Director
Place: Kolkata
Date: July 28, 2025
156SECTION V: ABOUT THE COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, the industry and market data used in this section has been obtained or extracted from
the report titled ‘Industry Report on Maize Starch and Derivative Products’ dated July 21, 2025 prepared and
issued by F&S, appointed by us pursuant to engagement letter dated June 21, 2024, and exclusively commissioned
and paid for by us in connection with the Offer has been reproduced in full. No material information has been left
out while extracting the F&S Report. Unless otherwise indicated, all financial, operations, industry and other
related information derived from the F&S Report and included herein with respect to any particular year, refers
to such information for the relevant calendar year. F&S was appointed by our Company and is not connected to
our Company, our Directors, our Promoters, our Key Managerial Personnel, Senior Management or the BRLMs.
A copy of the F&S Report is available on the website of our Company at https://regaalresources.com/industry-
report/. The data used in industry sources and publications may have been re-classified by us for the purposes of
presentation. Data from these sources may also not be comparable. The data used in the industry sources and
publication involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in the ‘Risk Factors’ on page 36. Accordingly, investors should not place undue
reliance on, or base their investment decision on this information. Industry sources and publications may also
base their information on estimates, projections, forecasts, and assumptions that may prove to be incorrect.
Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or
base their investment decision solely on this information. The investors should not construe any of the contents
set out in this section as advice relating to business, financial, legal, taxation or investment matters and are
advised to consult their own business, financial, legal, taxation, and other advisors concerning the transaction.
(Remainder of this page has been intentionally left blank)
157Macroeconomic Overview – Global
Real GDP growth and forecasts – Global and Key Regions
After growing by 6.6% in 2021, global economic expansion decelerated to 3.6% in 2022 amid the Russo-
Ukrainian war and further eased to 3.5% in 2023. Stabilizing inflation and the initial phase of monetary easing
helped sustain a 3.3% growth rate in 2024. However, escalating trade tensions are expected to further slow
growth, with global GDP projected to rise by just 2.8% in 2025. Despite ongoing geopolitical challenges,
emerging markets are projected to outperform advanced economies through 2029, fuelled by technological
progress and favourable demographic trends. In contrast, developed nations continue to grapple with supply
chain disruptions, persistent inflation, and the complexities of energy transition, underscoring the importance
for investors to focus on long-term opportunities.
Real GDP Growth, Global, 2019-2029F (%)
6.6
2.9 3.6 3.3 3.3 2.8 3.0 3.2 3.2 3.2
(2.7)
2019 2020 2021 2022 2023 2024 2025E 2026F 2027F 2028F 2029F
Note: E: Estimates; F: Forecasts. Negative numbers are in parentheses.
Source: International Monetary Fund (IMF); Frost & Sullivan
In the Middle East, Saudi Arabia and the United Arab Emirates will face near-term growth headwinds amidst
volatile oil prices, however, long-term growth momentum will remain steady as oil revenues get redirected to
non-oil sectors. As these nations prioritize economic diversification, growth of their manufacturing and services
industries will drive their investment attractiveness over the long-term.
In Africa, short-term growth outlook is vulnerable to risks such as geopolitical instability, extreme climate
events, and growing debt servicing costs. However, over long run, abundant natural resources trade,
demographic dividend, and improving fiscal health will foster growth.
Real GDP Growth, US, UK, EMEA1, 2019-2029F (%)
10.0
5.0
0.0
(5.0)
(10.0)
(15.0)
2019 2020 2021 2022 2023 2024 2025E 2026F 2027F 2028F 2029F
United States 2.6 (2.2) 6.1 2.5 2.9 2.8 1.8 1.7 2.0 2.1 2.1
United Kingdom 1.6 (10.3) 8.6 4.8 0.4 1.1 1.1 1.4 1.5 1.5 1.4
EMEA 2.1 (4.6) 5.9 4.1 1.1 1.5 1.7 2.1 2.3 2.2 2.2
Note: E: Estimates; F: Forecasts. Negative numbers are in parentheses.
Source: U.S. Bureau of Economic Analysis (BEA); Office for National Statistics (ONS) –
UK; Eurostat; IMF; World Bank; Frost & Sullivan
1581EMEA (Europe, Middle East, and Africa): The following countries were considered for the regional
calculation:
Europe: Albania, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia
Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Georgia, Germany, Greece, Hungary, Iceland,
Ireland, Italy, Spain, Latvia, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, North
Macedonia, Norway, Poland, Portugal, Romania, Russia, San Marino, Serbia, Slovakia. Slovenia, Sweden,
Switzerland, Türkiye, United Kingdom
Middle East: Bahrain, Iran, Iraq, Israel, Jordan, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates,
Yemen
Africa: Algeria, Angola, Benin, Botswana, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad,
Comoros, Côte d'Ivoire, Democratic Republic of the Congo, Djibouti, Egypt, Equatorial Guinea, Eritrea,
Eswatini, Ethiopia, Gabon, Ghana, Guinea, Guinea-Bissau, Kenya, Lesotho, Liberia, Libya, Madagascar,
Malawi, Mali, Mauritania, Mauritius, Morocco, Mozambique, Namibia, Niger, Nigeria, Republic of Congo,
Rwanda, São Tomé and Príncipe, Senegal, Seychelles, Sierra Leone, Somalia, South Africa, South Sudan,
Sudan, Tanzania, The Gambia, Togo, Tunisia, Uganda, Zambia, Zimbabwe
Real GDP Growth, UK, US, Euro Area1, Japan, India, China, 2019-2029F
15.0
10.0
5.0
0.0
(5.0)
(10.0)
(15.0)
2019 2020 2021 2022 2023 2024 2025E 2026F 2027F 2028F 2029F
United Kingdom 1.6 (10.3) 8.6 4.8 0.4 1.1 1.1 1.4 1.5 1.5 1.4
United States 2.6 (2.2) 6.1 2.5 2.9 2.8 1.8 1.7 2.0 2.1 2.1
Euro Area 1.6 (6.0) 6.3 3.5 0.4 0.9 0.8 1.2 1.3 1.3 1.2
Japan (0.4) (4.2) 2.7 0.9 1.5 0.1 0.6 0.6 0.6 0.6 0.5
India 3.9 (5.8) 9.7 7.6 9.2 6.5 6.2 6.3 6.5 6.5 6.5
China 6.1 2.3 8.6 3.1 5.4 5.0 4.0 4.0 4.2 4.1 3.7
.
Note: E: Estimates; F: Forecasts. Negative numbers are in parentheses. India’s data is for fiscal years i.e., 2019 data refers
to FY2020 (April 2019 to March 2020). 1. Euro Area includes the following countries: Austria, Belgium, Cyprus, Estonia,
Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Portugal, Slovakia,
Slovenia, and Spain.
Sources: IMF; Frost & Sullivans
With a 6.2% growth forecast for FY2026, India continues to be a global growth frontrunner. While global tariff
war tensions are a key downside, steady government spending and buoyant domestic demand will be the key
growth drivers.
During the FY2023- FY2029 period, India’s real GDP growth is likely to average at 7.0% per annum stemming
from factors such as demographic dividend, steadily rising urban household income levels, technological
advancements, and climate change mitigation policies. By 2030, a strong growth outlook will see India
overtaking Germany and Japan to become the 3rd largest economy globally.
159Real GDP Growth, India, FY2020 – FY2029F (%)
9.7 9.2
7.6
6.5 6.2 6.3 6.5 6.5
3.9
(5.8)
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026E FY2027F FY2028F FY2029F
Note: E: Estimates; F:Forecasts. Negative numbers are in parentheses. Data for India is presented for fiscal years (FY). For
example, India’s FY2023 data refers to April 2022 to March 2023.
Source: Reserve Bank of India; IMF; World Bank; Frost & Sullivan
160Overview of Agriculture Statistics and Performance
As per the Statistical Report on Value of Output from Agriculture and Allied Sectors 2011-12 to 2023-24, the
FY2023 total crop production increased by 9.1% as compared to the previous year (at current price levels) rising
from INR 30.8 lakh crore to INR 33.6 lakh crore, whereas at constant 2011-12 prices it rose by 1.3% from INR
15.7 lakh crore to INR 15.9 lakh crore. Similarly, in FY2024, the value of India’s maize production rose by
1.1% at current prices compared to FY2023.
In FY2023, production in agriculture and allied sectors witnessed a record jump. While population growth and
rising exports were the key demand-side drivers; factors such as good climate conditions, improving quality of
irrigation infrastructure, the Green Revolution in Eastern India were the supply-side drivers. In recent years,
India’s expanding policy and infrastructure support through "Krishi Nivesh" portal, Paramparagat Krishi Vikas
Yojana, Pradhan Mantri Gram Sinchai Yojana, and Sansad Adarsh Gram Yojana, as well as the Krishi Udaan
Scheme have played an essential role in boosting agriculture sector growth. In FY2024, production of
agricultural commodities as well as maize slowed due to delayed and poor monsoon conditions. In FY2025,
however, strong monsoons ensured that overall agricultural production maintained a steady upward climb.
Index Numbers of Agricultural Production, India, FY2020 - FY2024
234.3 231.7
207.5
194.7
177.0
139.8 147.0 150.2 154.6 154.1
FY2020 FY2021 FY2022 FY2023 FY2024
All Agricultural Commodities Maize
Note: Figures for 2023-24 are sourced from final estimates; Base: Triennium ending 2007-08= 100; The index number of
production for a specific year for an individual crop is the percentage of current year production of the crop with respect to
the base year production of the crop.
Source: Economic Survey 2023-24; Ministry of Finance, India; Frost & Sullivan
Maize production in India rose by 12.2% in FY2025, owing to improved seed availability, expansion of storage
and marketing infrastructure, rising public-private partnerships, and conducive agricultural subsidies. The index
number for maize production crossed 200 in FY2022 and also recorded a consistent rise between FY2020 and
FY2023.
Maize is an important crop in India responsible for the employment of over 650 million farmers. As of Local
Marketing Year 2022/23 (November 2022 to October 2023), India is the sixth1 largest maize producer globally.
India’s maize production grew at a CAGR of 7.3% between FY2020 and FY2025, rising from 28.8 million
tonnes to 42.3 million tonnes.
The annual increase in production in FY2025 stood at 12.2%, primarily driven by a significant number of
farmers choosing to plant maize instead of pulses and cotton, in response to a delayed and slow-progressing
monsoon. In order to meet the country’s domestic demand, India will need to increase its maize production by
10 million tonnes over the next five years compared to FY2023’s 38.1 million tonnes. To meet this target, India
must systematically channel investments into its national maize supply chains and distribution networks.
However, India witnessed below average rainfall in 2023 due to the El Nino adversely impacting maize output.
As a result, FY2024 maize production fell to 37.7 million tonnes, posting a 1.1% annual contraction. Climatic
phenomenon such as El Nino are likely to impact India’s kharif season agricultural production. Erratic monsoons
are likely to have a significant impact on country’s rice, moong, urad, soybean, and sugarcane production.
1 According to Grain: World Markets and Trade April 2023, United States Department of Agriculture
161Consequently, a drop in kharif production could push up food inflation and increase dependency on agricultural
imports
Area, Production and Yield of Maize Crop, India, FY2020 – FY2025
Source: Ministry of Agriculture and Farmers Welfare – India (Final Etimate of Production and Food Grains);
Economic Survey 2024-25; Frost & Sullivan
Area, Production and Yield of All Agricultural Commodities, India, FY2020 – FY2025
400 2.7
350 2.6 2.6
2.6
300
2.5
2.5
2.5
250
2.5
200 2.4
2.4 2.4
150
2.4
100
2.3
50 2.3
297.5 127.0 310.7 129.8 315.6 130.2 329.7 132.2 332.3 132.1 354.0 137.3
0 2.2
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Source: Unified Portal for Agricultural Statistics, Reserve Bank of India; Frost & Sullivan
India’s contribution to global maize production rose from 2.6% in FY2020 to 3.5% in FY2025 and fell slightly
to 3.0% in FY2024 (Exhibit 6) owing to increased output coming from countries like Brazil and Argentina. India
has the potential to increase its maize production from the current levels of ~38 million tons to 50 million tons
by raising yield to 5 tons/ha over the next five years. Appropriate policy measures and steps to strengthen post-
)sennot
noillim(
noitcudorP
,)seratceh
noillim(
aerA
)ah/ennot(
dleiY
45.0
3.8
40.0
3.5
3.5
35.0 3.5
3.4
30.0 3.4
3.3
25.0
3.2
20.0
3.0 3.0
15.0
10.0
2.8
5.0
9.6 28.8 9.9 31.6 10.0 33.7 10.7 38.1 11.2 37.7 12.0 42.3
0.0 2.5
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Production Area Yield
)snoT
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162harvest infrastructure, improve storage facilities, implement price stabilization mechanisms, and development
of an integrated value chain plan will bolster overall productivity and farmers’ income.
Production Contribution in Global Maize Production, India, FY2020 – FY2025 (%)
3.5%
3.3%
3.0%
2.8% 2.8%
2.6%
2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Source: Unified Portal of Agricultural Statistics, Economic Survey 2024-25; United States Department of Agriculture;
Frost & Sullivan
163Market overview
Introduction to maize starch and its application
Starch, α-D glucan polymer (glucan polymers building up the starch granules are amylose and amylopectin) is
an edible and most abundantly found carbohydrate stored in plants. it is one of the most important polymers
being used extensively in both food and non-food applications. Starch is derived from natural polymer sources
such cereal grain seeds, tubers, roots, legume seeds, fruits, and leaves. Maize, potato, rice, wheat, and tapioca
are the major source of commercially manufactured starches in the market.
Starch is manufactured by the combination of grinding the starch-rich-crop followed by wet separation
techniques. Starch can be modified using physical or chemical methods and hence is considered as a versatile
source. The three main classes of starch-based products are unmodified or native starch, modified starch
(dextrin, pre-gelatinized starch, oxidized starches) and derivatives (high fructose maize syrup, glucose).
Starch is used for various industrial applications such as viscosifiers, for encapsulation, emulsifiers, defoaming
agents, and as sizing agents. Starches are used majorly for their ability to impart textural characteristics and
supporting in gelling and/or film formation.
Maize starch is a white, odourless and tasteless powder which has wide application in food processing,
papermaking, and production of industrial adhesives. One of the many applications is in cosmetics and oral
pharmaceutical products.
Industrial Applications of Maize Starch
As a food ingredient, to thicken the food such as in gravies, sauces,
FOOD & BEVERAGE
puddings, in bakery industry for improve the texture and tenderness
of cakes.
PAPER
Used as a key agent to enhance the bonding strength of paper as well
as corrugated boxes by providing dry strength to surfaces. It acts as
an adhesive for the paper industry.
TEXTILE
To soften fabric and to provide the required stiffness. Starch allows
the strength of the warp yarn to be easily increased.
PHARMACEUTICAL
Maize Starch is used as filler, binder diluents, humectant, and
disintegrant. The function of maize starch as a disintegrant is to
enable capsules and tablets to break down into smaller fragments.
This helps to dissolve the drug so it can be released for absorption
by the body.
Bioplastics or PLA (polyactic acid) is made from the sugars in maize
BIOPLASTICS
starch. It is biodegradable, carbon-neutral and edible.
Used as an economical feedstock, to manufacture organic chemicals
CHEMICAL
such as ethanol.
Overview of Maize consumption trend – Global
Global maize consumption is projected to grow at a slower rate than in previous years, with animal feed demand
and population-driven food consumption as the primary drivers. According to the OECD report for 2024-2033,
the annual growth rate is expected to be around 1.2%, compared to 2.1% over the last decade.
164The main driver behind this growth is increasing demand for animal feed, which constitutes 56% of total maize
utilization. By 2033, global feed consumption is predicted to rise by 99 million tons, with major contributions
from China, the US, Brazil, Argentina, Mexico, India, and Southeast Asia. China's rapidly expanding livestock
sector will account for a significant portion of this increase, as will the poultry sector in Southeast Asia.
Maize consumption as food is also expected to rise, particularly in Sub-Saharan Africa, where population growth
is high, and white maize remains a dietary staple. The average growth rate of food-based maize consumption in
African countries is forecast at 2.5% annually.
While biofuel use of maize is still growing, the pace has slowed significantly due to changes in national biofuel
policies, particularly in the US and Brazil, which account for the majority of biofuel-related maize demand.
Despite this, the global trade in maize is expected to expand, driven by higher exports from Brazil and stronger
import demand from the European Union, which is facing reduced domestic production due to unfavourable
weather conditions.
Global Maize Consumption Pattern and Future Outlook ( 2024-2030)
17.82%
18.13%
1,232.82 52.24% 1,336.09
MMT 16.19% MMT 53.07%
17.59%
12.34% 12.60%
Feed Food Biofuel Other Use Feed Food Biofuel Other Use
Source: OECD-FAO Agriculture Outlook 2024-2030, Frost & Sullivan Analysis
Overview of Maize consumption trend – India
Exhibit 8: Maize Consumption Trend in India, CY 2023-CY 2032F
Source: OECD Outlook 2023-32 & Frost & Sullivan Analysis
165In the coming years, it is expected that the India's growing feed and silage sectors will lead to a continuous
increase in the demand for maize. The OECD 2023-32 report states that feed consumption in India is expected
to increase from the present (2023-24) 54% to approximately 58 in 2032-33. India has made major progress in
producing more maize than ever before. However, productivity needs to be prioritized because of the effects of
climate change, which are lowering the amount of arable land available and increasing demand rapidly.
Mechanized maize farming and the adoption of single cross hybrids have the potential to boost output and
profitability. Creating a competitive maize supply chain is as crucial in the current climate as focusing on output
and productivity.
Key Trends and Growth Drivers for End use Industries for Maize Consumption
Accelerating Urbanization & Nuclearization of Families: According to last census of 2011, India has
experienced steady urban growth from 216 million in 1991 to 377 million in 2011. Growing urbanization is
driving up demand for processed foods like bakery products, ready to eat and cook items and maize flakes. In
the processed food industry, the need for convenient and simple-to-prepare food items has led to an increase in
the demand for maize and maize-based flour. Numerous food items, such as baked goods, snacks, soups,
sausages and breakfast cereals, contain maize flour. Furthermore, factors including population increase, shifting
food choices, and economic situations all have an impact on the growth. Many of the urban households are
offshoots of rural extended or joint families and according to census – 2011, of all households, nuclear family
constitutes 70%. This has led to increased demand of processed food.
Growing processed Food Industry: India's food processing sector is expected to grow from US$ 866 billion
in 2022 to US$ 1,274 billion in 2027, driven by shifting dietary and lifestyle patterns brought on by urbanization,
nuclearization of families, and increased disposable income. In 2020–21, the food processing industry accounted
for 10.54% of the manufacturing sector's gross value added (GVA) and 11.57% of the agriculture sector's GVA.
In order to provide financial, technical, and business assistance for the establishment of food processing
enterprises, the Ministry of Food Processing Industries (MoFPI) has put in place programs such as the Pradhan
Mantri Kisan SAMPADA Yojana (PMKSY), the PM Formalization of Micro Food Processing Enterprises
(PMFME) Scheme, and the Production Linked Incentive Scheme for Food Processing Industry (PLISFPI).
Growing Organized Dairy sector: The organized dairy sector requires more of Fine Cereals or Maize-based
concentrates: The dairy sector in India, largely backyard & small-scale operations (2-3 animals), consumes
limited amounts of compound feed and depends on home-made feed mixes - oil cakes, household food waste,
spoiled/broken wheat and rice, and other cheap grain mixes – to feed to lactating cows/buffaloes while in milk.
There is a growing trend among dairy farmers to replace low-yielding local dairy cattle breeds with higher-
yielding crossbred cows and buffaloes, which require higher-energy feeds including maize based feed
concentrates, driving a 10- 12 percent per annum growth in demand for commercial dairy feed. Further, India's
dairy industry is expected to see healthy revenue growth of 11-13% this financial year 2025-26, as strong
consumer demand continues along with an improved supply of raw milk.
Demand from Feed Industry: Increasing demand from the aquafeed and poultry industries, which account for
almost half of domestic production. The poultry and aqua feed industries' steady demand helped to sustain maize
consumption in 2022–2023. India's poultry and aquaculture feed sector has expanded after the COVID-19
epidemic has ended due to increased consumer demand for poultry products and export demand for aqua goods,
especially shrimp.
Along with the above factors rising use of maize in Biofuel, supportive government policies for maize cultivation
and growing industrial application are driving the demand and consumption of maize.
166Value Chain of Maize Based Speciality Products and Ingredients Solutions Industry in India
Production of SBS containing
Maize Cultivation Maize Starch
Food containing products, sales
Inputs Cultivation Production
SBS and Marketing
Seed Maize
Import by
• Maize Grain producers if Starch Fructose Soft Drink Consumer
• Maize Silage required Producers Producers
• Whole Grain
Maize
Producers Industrial Import
Fertilizer Maize
Sales Points
Agricultural S Bt aa sr ec dh Export Wholesalers
Pesticides Export Sugar Hypermarkets
(SBS)
Supermarkets
General Stores
Edibl Grocery Stores
Feed Seed
e
Maiz Maiz
Maiz
e e
e
C Po ro-
ducts
M Sto ad rcif hie &d Glucose,
Food Foreign Market
Fiber, Derivatives Sorbitol, Producers (Export)
Germ, Maltitol
Gluten,
CSL
Source: NISAD, Frost & Sullivan
Introduction to Maize Starch Derivatives
Maize Based Ingredients
Main Products Derivatives Value added Products Co-Products
Native Starch Liquid Glucose Icing Sugar Germ
Modified Starch Custard Powder Gluten
Liquid Sorbitol
Yellow Dextrin Baking Powder Fiber
Maltodextrin Powder
White Dextrin
Maize Flour Maize Steep Liquor
Dextrose Monohydrate
Oxidized Starch
Enriched Fiber
Cationic Starch Dextrose Anhydrous
Pregel Starch
Carboxyl Methyl
h
167A. Main Products- Starches
i. Native Starch- Maize is used to make native starch &S hence it is a plant-based food ingredient. Starch slurry
is often just dried to create Native Starch. The resultant powder is a natural starch that can be used in a variety
of food preparations and industrial applications.
ii. Modified Starch- Modified starch, also called starch derivatives, is prepared by physically, enzymatically,
or chemically treating native starch to change its properties.
A (ii) Modified Starch
i. Dextrin - Dry heating, roasting unmodified starch with or without an acid or alkaline catalyst (pyrolysis or
roasting) produces Dextrin. Dextrin produced by heat are also known as Pyrodextrin. The major difference
between Dextrin and other modified starches is that Dextrin is reduced in viscosity, they have better cold-
water solubility, increased reducing power and reduced tendency to gel. The three major types of Dextrin
include white dextrin, yellow dextrin, and British gums.
White Dextrin- White Dextrin are partially water-soluble and yields optically active solutions of low
viscosity. The white colour of this Dextrin is similar to original Maize Starch with cold water solubilities
ranging from 5 to ~90%. The White Dextrin that exhibits higher solubility (40-90%) could be used at much
higher concentrations to yield very soft gels.
Industrial Applications: Textile finishing and coating agent, thickening, and binding agent in
pharmaceuticals and paper coatings, stabilizing agent for certain explosive metal azides.
Yellow Dextrin- Yellow Dextrin or Canary Dextrin are water-soluble Maize derivative used in adhesives,
gums, and pastes. These are produced using less acid, higher temperatures for a long time-period. The
Yellow Dextrin is used to produce high solids pastes (40-60%). These dry rapidly when applied in thin
films. The major application of Yellow Dextrin is as adhesives, majorly in the paper industry.
Industrial Applications: Derivatives are used as binder in adhesive applications, widely used as extenders
in dyes and as a binder in abrasive industry, adhesive for envelopes, corrugation, gummed labels, and tapes
along with others.
British Gums- British gums are impure form of dextrin. These are produced by roasting white and yellow
dextrin with little or no acid. The high temperature roasting produces a dark coloured dextrin that is used in
industry as a paper adhesive. British gum is soluble in warm water, and it is used in concentrations of 10-
35%.
Industrial Applications: British gums are used as carriers for colourant, spices, flavouring agent.
ii. Oxidized starches: Oxidized starch having a range of viscosity and fluidity to suit the requirement of
different applications. It is used mainly in paper processing for surface sizing.
Industrial Applications: Used for coating applications for their adhesion ability. It is used in fabric and
textile industry for yarn smoothing and flattering.
iii. Pre-gelatinized starch- Modified starch is processed using the standard drum drying process followed by
slightly cross linking the granules to form pregelatinized starch. Pregelatinized starch is soluble in cold
water as it easily takes up the water and swells at room temperature. It forms paste when mixed with cold
water.
Industrial Applications: Used in cream fillings, canned, sauces, soup mixes, gravies, tomato ketchup,
pasty creams, dairy desserts, and other food product industries.
iv. Cationic starch- Cationic starch is a modified starch used in wet-end starches. Wet-end starches can be
made from native starch, however cationic starches are better. The negatively charged cellulose fiber and
fillers readily attract the positively charged cationic starches.
Industrial Applications: Used in textile, paper, chemicals, agricultural, construction engineering, and
healthcare industries. Also used as an additive in papermaking, e.g. in the wet end of papermaking, among
other things to improve retention, water permeability, strength of the produced paper and to remove anionic
impurities.
v. Carboxyl Methyl Starch- The water-soluble polysaccharide carboxymethyl starch (CMS) is used
extensively as an additive; its non-toxic and biodegradable derivatives are finding more and more uses.
168Industrial Applications: Used mainly as adhesive sizing material for warp sizing, to size cotton yarn of
small and medium size, linen yarn and blended yarn. Used a printing thickener. CMS can be used in
Adhesives, paints, water treatment, Mining Industries.
B. Value added Products
i. Maize Flour- Maize Flour is a fine powder produced by grinding dried maize kernels (maize). During
harvest, millers remove the tough outer hull and nutritious germ from whole maize kernels, then use metal
rollers to grind the kernels into a fine powder. Maize Flour is a gluten-free ingredient (due to the production
process it undergoes) which contains nutrients and fiber.
Industrial Applications: Derivatives are used in bakery industry to produce breads, muffins, pancake
mixes, infant foods, biscuits, wafers, doughnuts, breakfast cereals along others. It is also used as filler,
binder and carrier in meat products.
ii. Baking Powder- Baking powder is a white solid composed typically of three components, including an
acid, a base, and a filler. These materials have a significant impact on the taste and texture of the finished
product. The dry base used in baking power is sodium bicarbonate or baking soda. The four major acids
that are used typically include monocalcium phosphate (CaHO4P), sodium acid pyrophosphate
(H2Na207P2) sodium aluminium phosphate (H304P), and sodium aluminium sulphate (NaAl08S2). The
inert filler used commonly in the production is maize starch.
The maize starch used in the baking powder helps to keep the product dry and easy flowing. It also keeps
the acid and bases separated which further prevents them from reacting while in storage.
Industrial Applications: Baking Powder is used in various industrial applications including baking and
cooking, metal polishing, water treatment, meat curing, personal care products and pharmaceuticals.
iii. Custard Powder- Custard is composed of a mixture of maize starch, milk and eggs which is thickened by
heat. Maize-starch is the commonly used thickener which make up the bulk of custard powder. Maize-
starch is effective at thickening liquids; it dissolves quickly and hence is majorly used in custard powder.
Vanilla is the flavouring which is generally used in custard powder in a very subtle amount.
Industrial Applications: The sauce produced using custard powder is used for the preparation of cakes,
puddings, ice-creams, sweet pies among other deserts. It finds major application in making cookies and
instant puddings.
vi. Icing sugar – Icing sugar is also known as powdered sugar or confectioner’s sugar. It is made by grinding
granulated sugar into a very fine powder and produced industrially using a small amount of anticaking
agent, such as maize- starch or tricalcium phosphate (E341). These are added to absorb moisture and
supports the free flowing of the powder by preventing sticking together in clumps.
Industrial Applications: Icing sugar is used in preparation of bakery and confectionery products such as
cakes, chocolates, fudge among other desserts. It is also used in frostings and coatings as it does not produce
a grainy texture.
C. Derivatives
i. Liquid glucose- Liquid glucose or maize syrup is produced by the process of partial hydrolysis of the starch
slurry using enzyme or acid. Liquid glucose is a clear, viscous, colourless solution. The functional
properties of liquid glucose include viscosity, humectancy, high fermentability, colligative properties, along
with imparting sweetness.
Industrial Applications: Liquid Glucose is an ideal additive for sweets, confectionary, biscuits, Ice creams,
Jams, Jellies, preserves pastries & liquors. It also forms the base of artificial honey.
ii. Maltodextrin Powder- Maltodextrin is a polysaccharide with major application as a thickener and a food
additive. Partial hydrolysis is used to produce it from starch. Maltodextrin occurs as a white hygroscopic
spray-dried powder.
Industrial Applications: It is used in Food, Pharmaceutical, agriculture, and healthcare industries to
improve as it improves texture, solubility, flavour, and shelf life of the product. Maltodextrin is used as a
food additive, anti-caking agent, bulking agent, and food flavour carrier. It is also used in artificial
sweeteners.
169iii. Dextrose Monohydrate - Dextrose Monohydrate is the Monohydrate form of D-glucose which is a natural
Monosaccharide and Carbohydrate. Dextrose Monohydrate has a sweet taste and is used as a sweetener and
texturizing agent. It is also used as a fermentation substrate.
Industrial Applications: Dextrose Monohydrate can be used as nutritional supplement and sweetener in
food such as in confectioneries, jams, jellies; bakery such as cakes, biscuits, cookies; beverages, and honey
products. Dextrose Monohydrate is also used as nutritional supplement in pharmaceutical industry. It could
also be used in Agriculture/Animal Feed/Poultry feed industry as well as in pet foods.
iv. Dextrose Anhydrous- Dextrose Anhydrous is also known as “Maize Sugar Anhydrous” or “Anhydrous
Dextrose” or “Anhydrous Sugar”. It is purified and crystallized D-glucose with the total solids content not
less than 98.0% m/m. It is a colourless, odourless white powder with less sweetness than cane sugar.
Industrial Applications: Dextrose Anhydrous has wide application in industries including food &
beverage, pharmaceutical, agriculture/animal feed, among others. It could be used as a nutritional
supplement and sweetener in baked goods, candy, and gum, jarred and canned foods, creams and frozen
dairy products (like some ice-creams and frozen yogurts), and cured meats.
v. Liquid Sorbitol – Sorbitol is a polyol or sugar alcohol. It is a bulk sweetener that is found in numerous
food products. It is an excellent humectant and texturizing agent. Sorbitol is about 60% as sweet as sucrose
offering one-third fewer calories.
Industrial applications: Sorbitol is non-cariogenic sweetener. It has been safely used in processed foods
along with applications in pharmaceuticals and cosmetics. Sorbitol offers functional properties in bakery,
confectionery, and seafood (cryoprotectant qualities).
D. Co Products
i. Germ - The endosperm of maize, or maize germ, is a yellow seed which is rich oil content.
Industrsial Application: Used in the production of feed supplements and the extraction of maize oil.
ii. Gluten- Maize gluten is mostly derived from maize bran and steep liquor, though it can also include some
germs and broken maize kernels. Typically, 90% of dry matter, including a significant amount of crude
protein, is present in dry maize gluten.
Industrial Application: Used as feed additive in cattle diets as a source of energy and protein
iii. Fiber- After removing the starch, gluten, and germ, the seed coat and leftover endosperm are combined to
form maize fiber. Fiber is an excellent ingredient for animal feed because it is made up of protein, starch,
and fiber.
Industrial Application: Used to prepare ethanol. sweeteners, animal feed.
iv. Maize Steep Liquor- A co-product of maize milling is Maize Steep Liquor. An essential component of
various growth media, it is a viscous concentrate of maize soluble that includes vitamins, minerals, and
amino acids.
Industrial Application: Used as a feed additive for livestock. Used in food production of yeasts, leavened
dough products, and beer.
v. Enriched maize fiber- The pericarp of the maize grain is known as maize enhanced fiber; it is light brown
to yellow in color, odorless, and free of rancidity and other substances.
Industrial Application: Because maize fiber includes vital vitamins and amino acids, it is a valuable
source of energy for cattle and poultry.
Overview of maize cultivation in India
Maize (Zea mays L) is one of the most versatile crops in cereals which has wider adaptability under wide range
of agro-climatic conditions. It is also known as queen of cereals globally because it has the highest genetic yield
potential among all the cereals. It is cultivated in about 160 countries having wider diversity of soil, climate,
biodiversity and management practices across globe.
In India, maize is grown & harvested in two seasons, kharif (rainy) and rabi (winter). Around 80-83% of Maize
in India is cultivated in Kharif and remaining 17-20% is grown in Rabi.
Maize is also the third most important food crop in India, after rice and wheat. Maize serves as staple food for
human consumption and quality feed for animals. Maize is also used as basic raw material as an ingredient to
170thousands of industrial products that includes starch, protein, oil, beverages, food sweeteners, pharmaceutical,
cosmetic, film, textile, adhesives-gum, package and paper industries etc.
Maize Acerages & Production, India
Production - CAGR- FY 20-25- 8% Area, Mn Ha Production, Mn Tons 42.30
Area – CAGR -FY 20-25- 4.6% 38.10 37.70
33.70
31.60
27.70 28.80
9 9.6 9.9 10 10.7 11.2 12.0
2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Source: Unified Portal for Agricultural Statistics, Economic Survey 2022-23, Ministry of Finance, India; Frost &
Sullivan
Overview of prices for maize in India
Maize is the largest crop in the Feed grain segment in India. Maize prices were below Rs. 2,000 per quintal in
commercial markets till 2022-23 but have crossed Rs 2,000 / quintal mark in 2023-24. For 2025-26 the minimum
support price for maize is Rs 2,400/quintal which is Rs 175 more than the last year price.
Karnataka, Maharashtra, Madhya Pradesh, Uttar Pradesh & Rajasthan are some of the key Maize producing
states. Bihar is key maize producing state in country. Seemanchal and Koshi regions have become major hubs
for maize farming in recent years owing to abundant rainfall they receive. Maize has replaced other crops as the
main cash crop for farmers in the Seemanchal districts of Bihar such as Purnea, Kishanganj, Araria, and Katihar.
The same effects can be seen in Saharsa, Madhepura, Supaul, and Khagaria districts of Koshi. Farmers in the
districts of Bhagalpur and Samastipur are also growing maize intensively. For poultry and cattle feed, Uttar
Pradesh, Maharashtra, Madhya Pradesh, and Tamil Nadu procure maize from Bihar. In Indore, Madhya Pradesh,
purchasers were paying between Rs. 2,300 - 2,400 per quintal for new maize that was sourced from Bihar.
Maize Minimum Support Prices (MSP), India, FY2019-20 – FY2024-25 (Rs per quintal)
2,400
2,225
2,090
1,962
1,850 1,870
1,760
2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26
Source: Farmers portal, Govt. of India; Frost & Sullivan
171Wholesale prices of Maize in India, 2019 – 2025 (Rs per quintal)
2,2312,2212,231 2,265
2,206217122882333
2151
2,065
1,975 1,913 1,880 1,953
1,769
1,654
1,589
1,501
1,388 1,378
Source: Agmarknet
Wholesale prices for maize have seen a wide variation, ranging from INR 1,769 /quintal in January 2019 to INR
2,151/ quintal in June 2025. In January 2025, the wholesale maize prices recorded peak values of INR
2,333/quintal. High prices are attributed to increased activity in both procurement and ethanol production in
country.
Wholesale prices of Maize in Bihar, 2018 – 2024 (Rs per quintal)
2245
2,060
1,999
1,636 1,623
1,425 1,434
2018 2019 2020 2021 2022 2023 2024
Source: Agmarknet, Directorate of Economics & Statistics
Prices of Maize in Bihar have moved linearly since 2018 before reaching its low in 2021 which was INR 1,434/
quintal. In 2022, prices of maize have soared INR 1,999/ quintal. They reached an all-time high price in
December of 2022 with per quintal of maize costing INR 2,083 in Bihar. Prices of maize in 2023 were Rs
2,060/quintal. In 2024 Wholesale average prices were around Rs 2,245/quintal.
Assessment of State-wise Production, Yield & Acreages of Maize and Groundwater Level
State-wise Production, Yield & Acreages of Maize
In 2024-25, the predominant maize growing states that contribute more than 80% of the total maize production
are Madhya Pradesh (15.87%), Karnataka (14.57%), Bihar (11.58%), Maharashtra (11.52%), Telangana (7.12%),
West Bengal (6.57%), Rajasthan (6.36%), Tamil Nadu (6.24%), Andhra Pradesh (4.66%) and Uttar Pradesh
(4.02%). Apart from these states maize is also cultivated in Jammu and Kashmir, Himachal Pradesh and North-
91-naJ 91-nuJ 91-ceD 02-naJ 02-nuJ 02-ceD 12-naJ 12-nuJ 12-ceD 22-naJ 22-nuJ 22-ceD 32-naJ 32-nuJ 32-ceD 42-naJ 42-nuJ 42-ceD 52-naJ 52-nuJ
172Eastern states of Chhattisgarh and Jharkhand. Maize is also cultivated in Assam in rainfed hilly upland conditions.
Andhra Pradesh, Tamil Nadu, Bihar, West Bengal, Karnataka and some parts of Maharashtra harvest maize in
rabi season.
Maize has emerged as important crop in the non-traditional regions i.e., peninsular India. State like Madhya
Pradesh which ranks 1st in both area (2.31 Mn ha) and production (6.71 Mn tons) has much lower productivity
(2.9 Mn/Ha) compared to states of, Tamil Nadu (5.48 Mn/ha) and West Bengal (6.94 Mn/ha). Bihar and West
Bengal is amongst one of the traditional maize producing state.
According to third advance estimates published in May 2025 by Department of Agriculture & Farmers Welfare,
Madhya Pradesh is the largest producer of Maize in India. It contributed 14.83% of the total Maize production in
India. The other top 3 maize producing states of India are Bihar, Madhya Pradesh and Tamil Nadu. In Bihar,
districts of Saran, Siwan, Gopalganj, East Champaran, West Champaran, Sheohar, Sitamarhi, Madhubani,
Darbhanga, Muzaffarpur, Vaishali, Samastipur and Begusarai are majorly the maize growing districts. High seed
replacement rates for Rabi Maize in Bihar helps in above average productivity of state in maize cultivation.
Harvesting window of Rabi Maize in Bihar & West Bengal is unique as it does not overlap with harvesting of
Maize in any other maize producing states hence it provides for an ‘Exclusive Availability Window’ of Maize
crop. Maize milling yields multiple products which are used in Food & Beverage, Paper, Textile, Pharmaceutical,
Cattle & Poultry Feed Industry. These industries together account for consumption of over 90% of maize milled
products. Hence, domestic demand, supply dynamics and pricing trends of maize are linked to performance of
these industrial segments. Due to limited presence of industrial segments in Bihar, the downstream processing of
Maize is negligible within the state, leading to export of most of the harvest to other states such as Maharashtra,
Gujarat, Tamil Nadu, Haryana, Karnataka, Andhra Pradesh and Punjab.
173Statewise Maize Area, Production & Yield in India, 2024-25
Source: Third Advcance Estimates, Directorate of Economics & Statistics
174Major Maize Growing Districts in Bihar
Source: Frost & Sullivan
Regaal Resources Limited is the first maize milling company to have established its plant in Kishanganj district
of Bihar which is the maize catchment area and has a bumper harvest in Rabi season (i.e. an increase of in maize
production from 91,680 MT in Fiscal 2023 to 417,511 MT in Fiscal 2024) which ensures smooth supply of maize
during the season. Company’s plant is also in close proximity (110 km) to the Gulabbagh which is one of the
largest Maize mandi/ markets.
175State wise Ground Water Level Assessment
Ground Water level in the range of 2-5 mbgl (meters below ground level) is seen in Bihar, Assam, northern
parts of Uttar Pradesh, Coastal parts of Odisha, few pockets in Andhra Pradesh, Telangana, Karnataka, Kerala,
Tamil Nadu, Gujarat and Maharashtra.
Depth of water level map – January 2023
Source: Central ground water board, Department of Water Resource
176Assessment of Geographical Location of Maize Starch Manufacturing Plants in India
India’s Maize milling industry is highly concentrated in maize growing belts of Karnataka, Maharashtra and
Gujarat. Other plants are situated in Madhya Pradesh, Telangana, Uttar Pradesh, and Uttarakhand. Locals find
job opportunities at these manufacturing units and farmers benefit from the local demand thereby reducing
inefficiencies, increasing incomes and improving their livelihood in the process.
In terms of Zone wise split, North Zone has 7 major plants located in Haryana (1), Uttar Pradesh (2), Uttarakhand
(2), Punjab(1) and Himachal Pradesh(1). South Zone has 13 major plants located in Andhra Pradesh (4),
Karnataka (5), Telangana (3), Tamil Nadu(1-2). East Zone has 5 plants – Three of them are in West Bengal, one
is in Bihar and one in Chhattisgarh. West zone has majority of plants with 15 of them operating and 5 in non-
operational state. Gujarat has seven operational plants; Maharashtra has five operational plants whereas Madhya
Pradesh has three plants.
Statewise location of major maize starch producing plants in India, 2024
Source: Primary reserach, Frost & Sullivan
The demand for maize-derived products is expected to grow significantly, particularly in developing countries
like India, driven by increasing usage across various industries such as food and beverage, pharmaceuticals,
textiles, paper, and animal feed. Below are the growth rates for a few of these key industries:
177Global, India,
Sr No End Use industry 2024-2029 Growth rate, % 2024-2029 Growth rate, %
1 Animal Nutrition 7.52% 8.32%
2 Snacks 6.43% 9.10%
3 Confectionary 5.95% 8.91%
4 Convenience Foods (RTE, Soups) 6.76% 9.89%
5 Sauces & Spices 6.61% 8.59%
6 Spreads 6.62% 6.89%
7 Pharma 5.79% 6.94%
8 Paper 3.50% 4.50%
9 Apparel (Textile) 2.85% 3.67%
Source: Statista, Frost & Sullivan Analysis
Overview of Maize Starch Exports and Imports in Indian Market
Maize Starch Import and Export, Tons, India, CY2019 – CY2024
6,34,226
5,84,826
5,29,097
4922 4,78,146
3980
3456 3461
3231
2,72,933
2625
1,27,098
2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024
Note: HS code: 110812
Source: Trademap; Frost & Sullivan
Maize Starch Import and Export, USD Thousand, India, CY2019 – CY2024
7049 2,78,130
2,55,347
5235
4638 4715 4662 4747
2,23,098
89,105 1,89,793
46,973
2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024
178India’s Top Export Destinations for Maize starch based on Volume, CY 2024
15%
Malaysia
7% 37%
Indonesia
TopExports
Partners, Viet Nam
2024
14% Thailand
Others
27%
Source: Trademap; Frost & Sullivan
Export of Maize Starch from India , Tons, CY2021-CY2024
Country Name 2021 2022 2023 2024
Malaysia 194,325 203,266 213,333 232,674
Indonesia 160,886 99,346 105,404 172,286
Vietnam 603,36 26,470 90,507 86,308
Thailand 162,52 17,323 34,284 44,799
Korea 7,653 11,347 25,063 19,441
United Arab 23,180 37,402 23,295 13,079
Emirates
Nepal 9,171 9,907 8,993 10,846
Bangladesh 9,193 11,151 8,493 12,661
Kenya 5,754 10,124 8,366 5,149
Sri Lanka 11,057 8,866 7,970 8,721
Others 31,290 42,944 59,118 28,262
Total 529,097 478,146 584,826 634,226
Maize Based Speciality Products & Ingredient Solutions Market Summary
Global Maize Based Speciality Products & Ingredient Solutions Market Summary
Particluars 2029F 2024 2023 2022
Volume, Value, Volume, Value, Volume, Value, Volume, Value,
Million USD Million USD Million USD Million USD
Tons Millions Tons Millions Tons Millions Tons Millions
Starch
107.1 58,021.4 88.5 47,210.2 84.5 45,195.0 81.5 43,140.1
Derivatives
17.1 8,905.1 14.0 7,214.7 13.4 6,899.2 12.8 6,591.8
Co
Products 33.0 9,512.2 27.9 7,903.5 26.3 7,634.4 26.1 7,339.2
179Value
Added 22.1 13,336.1 15.9 9,702.7 14.9 9,096.4 13.9 8,491.8
Products
CAGRs 2024- 2029F
Volume basis Value basis
Starches 3.90% 4.21%
Derivatives 4.17% 4.30%
Co- Products 3.43% 3.77%
Value Added Products 6.83% 6.57%
Note: - Following Products are included-
Starch- Native and Modified Starch
Derivatives- Liquid Glucose, Maltodextrin, Dextrose Anhydrous, Dextrose Monohydrate, Liquid Sorbitol
Co Products- Germ, Gluten, Fiber, Enriched Fiber, Maize Steep Liquor
Value Added Products- Maize Flour, Baking Powder, Custard Powder, Icing Sugar
Source: Industry sources, Frost & Sullivan
Indian Maize Based Speciality Products & Ingredient Solutions Market Summary
Particluars 2029F 2024 2023 2022
Volume, Value, Volume, Value, Volume, Value, Volume, Value,
Million USD Million USD Million USD Million USD
Tons Millions Tons Millions Tons Millions Tons Millions
Starch
9.6 4,210.0 7.6 3,292.8 7.3 3,121.0 6.9 2,979.9
Derivatives
1.5 758.4 1.2 593.0 1.1 561.5 1.0 536.7
Co
Products 1.6 719.5 1.3 570.4 1.3 549.0 1.2 530.4
Value
Added 1.1 749.3 1.1 702.0 1.0 655.2
Products 1.6 1,032.9
CAGRs 2024- 2029F
Volume basis Value basis
Starches 4.77% 5.04%
Derivatives 4.74% 5.04%
Co- Products 4.72% 4.75%
Value Added Products 6.70% 6.63%
Note: - Following Products are included-
Starch- Native and Modified Strach
Derivatives- Liquid Glucose, Maltodextrin, Dextrose Anhydrous, Dextrose Monohydrate, Liquid Sorbitol
Co Products- Germ, Gluten, Fiber, Enriched Fiber, Maize Steep Liquor
Value Added Products- Maize Flour, Baking Powder, Custard Powder, Icing Sugar
Source: Industry sources, Frost & Sullivan
Entry and Exit Barriers for Maize Starch Industry in India
180Entry Barriers-
1. Capital Investment: Entering the maize-based speciality products and ingredient solutions market
demands significant capital expenditure. The required machinery—elevators, destoners, blowers,
tanks, dryers, and more—comes with substantial costs. Additionally, land acquisition, especially in
prime industrial areas, can pose a challenge due to high prices and regulatory hurdles.
2. Established Competition: The industry is dominated by large, well-established players like GAEL,
Sukhjit Starch, and Sanstar Limited., who have strong domestic and export markets. New entrants face
intense competition, not only in terms of market share but also in gaining credibility and trust within
the supply chains.
3. B2B Market Dynamics: The primary consumers of maize-based speciality products are well-
established firms in industries such as Food & Beverage, Pharmaceuticals, Textiles, and Paper. These
industries typically have long-standing relationships with their suppliers, making it difficult for new
entrants to break into the market and build trust with key customers.
4. Economies of Scale: Achieving viable production volumes is crucial for profitability in this industry.
A maize milling plant needs to operate at a capacity of 500-600 Tons per Day to be financially
sustainable. New entrants must invest in large-scale production to achieve lower unit costs, or risk
operating at a loss.
5. Raw Material Availability: Although maize is widely grown in India, the supply available for milling
is limited due to its traditional use in animal feed and growing demand from ethanol producers.
Securing high-quality maize at competitive prices may be challenging for new entrants, especially
during peak demand periods.
These barriers make the maize starch industry highly competitive, requiring not only financial investment but
also strong strategic planning to overcome market entry challenges.
Exit Barriers-
Investment in specialist equipment – Investment in specialised equipment makes it difficult to use it in other
industries is typically a barrier to exiting the industry.
High fixed costs- High levels of dedicated fixed costs tend to be an impediment to leaving an industry.
Global and Indian Native Maize Starch and Co- Products Industry
Global Native Maize Starch Market
The global Native Maize Starch market is projected to register a growth of CAGR 3.65 % during 2024-2029.
Currently the Global Native Maize Starch market was valued at USD 30,818 Million in 2024 and is expected to
reach USD 36,874 Million by 2029. In volume terms, the Global Native Maize Starch market was 62.50 Million
Tons in 2024. It is expected to reach 74.20 million tons in 2029.
Native Maize Starch is available in various physical forms like coarse or fine powders, flakes, pearls, and larger
particles but the powder form is majorly preferred across globe.
Global Native Maize Starch Market Size, USD Million
CAGR 2019-24 CAGR 2024-29
3.10% 3.65%
36,874
30,818
26,451
2019 2024 2029F
181Source: Industry sources, Frost & Sullivan
Global Native Maize Starch Market Size, Million Tons
CAGR 2019-24 CAGR 2024-29
2.83% 3.47%
74.20
62.50
54.40
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Geography-wise Breakup of the Global Native Maize Starch Industry
Currently North America is the largest market with 23.7 million tons of global Native Maize Starch consumption
in 2024. It is expected to grow at a CAGR of 3.20% till 2029 with volumes reaching up to ~27.7 million tons
by 2029 and is expected to continue holding the largest maize starch market share throughout the forecast period.
As on 2024, USA is the largest producer of maize and its derivatives, globally, followed by European nations.
For 2024, Asia Pacific (APAC) region accounted for 27.3% of global native starch market i.e., 17.1 million tons.
Furthermore, APAC region is projected to grow at CAGR of 3.77% to reach consumption of ~20.5 million tons
of native maize starch by 2029. The growing population, accelerating urbanization, and changing lifestyles are
driving an increase in the consumption of convenience foods and ready-to-eat (RTE) snacks. Additionally, the
strong demand for bakery products is expected to be another key factor contributing to the global growth of the
Native Starch market.
Middle East and Africa (MEA) market for Native Starch is expected to grow at a steady pace to reach
consumption of ~ 0.82 million ton by 2029.
Global Native Maize Starch market size, By Geography, Million Tons,%, 2024
27.3%
182Source: Industry sources, Frost & Sullivan
Application-wise Breakup of the Global Native Maize Starch Industry
Maize being the biggest produced crop globally has given boost to its use for starch production and its demand
in high animal feed industry as well. Maize starch industry is driven by growing application of Native Maize
Starch in the food industry as it is widely used as thickener in food items like gravies, soups, and sauce along
with coating for deep-fried food to give them a crispy texture, and in baked goods to provide them with moisture
and fullness. Approximately 70% of native maize starch is used in food and beverage applications across the
globe. It is followed by textile, pharmaceuticals, and paper applications. Maize starch is also used as a warp
size to strengthen warp yarns and improve their resistance to abrasion during weaving in textile applications. It
is also used for the finishing of fabrics, in printing, and as components in finishes for glazing sewing thread. It
is used as flocculant and retention aid in paper making industry.
Global Native Maize Starch Market size, By Application, Million Tons, 2024
Source: Industry sources, Frost & Sullivan
Global Maize Starch Co- Products Market
Co- Products account for 30–35% of the total product yield, from Maize milling process. A wide variety of
products are made from milled Maize starch Co- Products. Use of Co- Products in human food is very limited
with refined maize oil used in some food applications. Germ, Gluten, Fiber and Maize Steep Liquor are the
major co- products derived from maize milling process.
Steep soluble i.e., Maize Steep Liquor which is high protein ingredient is used as a nutrient-rich medium for
antibiotic production (e.g., Penicillin) and as a feed additive for livestock, aquaculture, and poultry. It is often
used as a Maize Gluten feed constituent for cattle feeds or as a pellet binder.
Maize germ is used directly into feed for ruminants. Also, Maize germ yields oil which can be refined and used
as Maize oil in salad dressings, margarines or simply can be used for cooking.
Maize Gluten makes for excellent feed for poultry, fish, and other animal feed to achieve good weight for these
animals. Maize fiber is also used as poultry feed.
Currently in 2024, the Global Co- Products market accounted for USD 7,903.5 million with 27.9 million tons
in volume. It is expected to reach USD 9,512.2 million by 2029 growing at CAGR of 3.77%.
183Global Maize Starch Co- Products Market Size, USD million
Note: CAGR mentioned in the left box is for 2019-2024 & the one in right box is for 2024-2029F
Source: Industry sources, Frost & Sullivan
Global Maize Starch Co- Products Market Size, Million tons
Note: CAGR mentioned in the left box is for 2019-2024 & the one in right box is for 2024-2029F
Source: Industry sources, Frost & Sullivan
0.137,1
0.360,2
6.095,2
4.150,2
5.682,2
8.736,2
2.766
7.128
8.650,1
4.655
7.817
1.269
6.458,1
7.310,2
0.562,2
2019 2024 2029F
Germ Gluten Fiber Enriched Fiber Maize Steep Liquor
9.5
9.6
5.8
2.01
3.11
9.21
2.2
7.2
4.3
8.1
3.2
0.3
5.4 8.4
3.5
2019 2024 2029F
Germ Gluten Fiber Enriched Fiber Maize Steep Liquor
184Global Market Drivers, Restraints, and Opportunities influencing the Native Maize Starch &
Co products industry.
Opportunities & Drivers Restraints
• The major industry drivers for native maize starch are expanding use of native • Usage of other source
maize starch in various industries, such as food and beverage, pharmaceuticals, derived starches such as
paper and packaging, textiles, adhesives, industrial applications, and cosmetics, potato starch, tapioca starch
improving living standard for consumers, increasing purchasing power and and rice starch might hamper
increasing demand for ready to cook food and packaged snacks. the demand for maize starch.
• Investment by companies in R&D for customizable products in starch and • Concerns of health-
derivatives is giving major boost to the industry. New range of products include conscious consumers for the
neutral flavour and different colour of starches as per end use applications. NON- GMO maize starch
Vanilla flavoured maize starch is being used for preparing beverage mixes. can further dampen the
• Companies are also offering fortified starches for various special food and baby growth of maize starch
food products. These fortified starches are used to control and reduce lifestyle market.
disorders such as diabetes, osteoporosis, etc. .
• The growing use of recycled paper is another factor giving boost to the industry • Surging prices of maize
as it requires more and more starch quantities to avoid deterioration of the
quality of fibers during recycling. • Demand from other
• Rising trend of health-conscious consumers has led to growing demand for industries such as Biofuels
plant-based and premium quality starch solutions, fuelled by the improved and Animal feed might
living standards and the inflating disposable incomes. hinder growth of maize
• Rapidly growing poultry sector and its requirement for poultry feed has starch industry.
maintained good demand for co-products such as gluten and fiber.
• Multiple and versatile applications of maize starch in almost all the significant
industries have become expedient to companies.
• Starch manufacturing companies are offering various products to enhance
texture and appearances of food, confectionary, and bakery products.
• Nutraceutical and pharma industries are also using starch as flexible ingredient.
• By increasing horizons of starch applications and capitalizing on improving
functionality of maize starch, manufactures can have abundant opportunities.
185Key Players in the Global Native Maize Starch and Co Products Industry
Some of the largest players in Global Maize Starch Industry are Ingredion Incorporated, Tate and Lyle Plc,
Cargill, AGRANA, Roquette, Archer-Daniels Midland Company (ADM). These companies have invested in
capacity expansion and research and development activities to offer new product variants for a growing market.
Other players operating in the Maize starch market are Bio-chem Technology Group Company Limited, Tereos
Syral S.A.S, Associated British Foods plc, Gujarat Ambuja Exports Limited, Sukhjit Starch and Chemicals
Limited, Kent Corporation, Grain Processing Corporation and MEFSCO (Middle East Food Solutions
Company).
186Indian Native maize starch market
Maize Starch production in India is regionally fragmented with most of the production facilities are concentrated
in Gujarat, Maharashtra and Karnataka owing to ease in procuring raw material. Some manufacturing facilities
are in Madhya Pradesh, Uttarakhand, Uttar Pradesh, Andhra Pradesh, and Telangana. These manufacturers offer
different grades of maize starch along with multiple derivatives according to capacity levels.
The Indian Maize Starch and Derivatives market scenario has seen significant reforms in the last few years and
the Maize Starch industry outlook looks promising with many players investing in the expansion along with
quality of starch and derivatives. In India, Maize Milling production capacities are predominantly used for
processing Native Maize Starch followed by Liquid Glucose and other Derivatives.
Over the years, the Maize Starch market has grown significantly due to capacity additions as well as new plants
with capacities coming up in recent past. Native maize starch market grew at CAGR of 3.6% from 2019 to 2024
to reach around USD 1,991 million in 2024.
Currently the industry is witnessing a burst in expansion activities, leading several projects to enhance/set up
new capacities. According to industry experts, the capacity of milling has almost doubled in last 5-6 years,
owing to increase in demand of starch in domestic and export market and availability of raw material in country.
India is the largest exporter of Native Maize Starch in world with ~17.4% Global share in 2023. It imports very
negligible amount of Native Starch. The major export destinations of Native Starch are the Malaysia, Indonesia,
Vietnam, Thailand, etc.
Indian Native Maize Starch Market Size, USD Millions
CAGR 2019-24 CAGR 2024-29
3.60% 4.48%
2,478.7
1,991.0
1,668.1
2019 2024 2029F
Source: Industry sources, Primary interactions, Frost & Sullivan
Companies in India are manufacturing Food, Pharma and Industrial Grade Maize Starch. All these grades are in
odorless, white powder form and vary in terms of moisture content on small basis. Food and pharma grade
moisture content varies between 10-11% whereas industrial grade can have moisture content up to 13%. The
Pharma Grade – IP (Indian Pharmacopeia) Grade Starch is produced and packed under extremely hygienic
conditions to make it suitable as IP grade. Also, license from FSSAI is required in case of exporting this Grade
Starch.
187Indian Native Maize Starch market size, Million Tons
CAGR 2019-24 CAGR 2024-29
3.54% 4.40%
6.43
5.18
4.36
2019 2024 2029F
Source: Industry sources, Primary interactions, Frost & Sullivan
Key end users in terms of large FMCG companies include Mondelez, Parle Products, Nestle, Britannia Industries
Limited, Priya Gold, ITC, Dabur, JK Paper Limited, Weikfield Foods, Arvind Limited, JCT Limited, Century
Pulp & Paper to name a few.
Application wise Breakup of the Indian Native Starch Industry
The major End use Industries of starch and derivatives are Food & Beverage, Textile, Paper, Adhesive
and Pharma sectors. Starch is used as a binder and filler for tablets and capsules, as well as to
strengthen ice cream cones, give cloth weight, and increase the quality of paper for writing and
printing. It is also used in oil extraction industries, manufacturing industries, animal feed industries,
etc. The most promising of all the sectors is the high-value food processing and beverage industry
where the demand for native maize starches is strong. Frozen food along with ready to eat foods
products are the dominant segment in food along with increasing use of starch in noodles and soups
preparations.
Food and Beverage contributed to approximately 30% share in consumption of native maize starch
followed by Paper and Textile industries.
Indian Native Maize Starch market size, By application, Million Tons, 2024
Source: Industry sources, Primary interactions, Frost & Sullivan
188Geography-wise Breakup of the Indian Native Maize Starch Industry
Demand for native maize starch is high from West zone followed by South and North zones. Food and Beverage,
Pharmaceutical and Textile industry in states of Gujarat and Maharashtra are the major end use industries driving
the demand for starch in West zone.
Indian Native Maize Starch market size, By Geography, Million Tons, 2024
Source: Primary interactions, Frost & Sullivan
Indian Maize Starch Co- Products Market
Maize starch Co- Products market in India was around 1.31 million tons in 2024 which is valued up to USD 570
Million. Demand for products, especially Maize Gluten and Maize Fiber is increasing in India owing to growing
Poultry industry. Animal Feed industry which uses Maize Gluten and Oil Cake has experienced a significant
growth in the recent past. Maize Fiber is odourless yellow fibrous matter with maximum of 12% moisture
content. Its main component is pericarp which consists of 10-13% protein, 33-42% hemicelluloses, 15-18%
cellulose, 3-6% oil, 2-25% starch, and 1-2% other components, making it nutrient rich Co- Products of Maize
Milling process. It is considered as an essential component to ensure safe, ample, and affordable animal proteins.
When mixed in Animal Feed, it helps increasing the cattle’s’ milk yield. It is also used as feedstock for the
Ethanol production. Enriched fiber is also produced by adding Maize Steep Liquor to dry fiber.
Maize Gluten is produced by centrifugation, filtering, and drying of the slurry obtained from the first and
secondary phases of maize refining. It is used as an animal feed because of its high protein content. It is palatable,
readily digested by ruminant animals and is one of the best sources of energy. Demand for dry maize gluten is
increasing because it is more palatable and readily digested by animals. Companies such as Godrej Agrovet,
Venky’s, Avanti foods, IB group, Suguna foods, Altech biotechnology are the major end use consumers for
maize fiber and gluten.
Maize Steep Liquor is high energy, high protein liquid made from the soluble parts of the maize kernel through
a steeping process. It is widely used in feed additive for livestock specially for the ruminants. It is used as binding
or pelleting agent in animal feeds. It is also very useful for the pharmaceutical, enzyme industry because of its
high nutritional value (rich in Vitamins, Lactic acid, and Proteins). Many of the small maize milling players in
India discard or use it as fuel. But high concentration of Maize Steep Liquor discarded might lead to exceeding
the permissible limit for discharging effluent. Companies such as Gulshan Polyols Limited, Sayaji Maize
Products are currently concentrating Maize Steep Liquor and selling it in 250kgs HDPE drums or tankers.
189Indian Maize Starch Co products Market Size, USD million
Note: CAGR mentioned in the left box is for 2019-2024 & the one in right box is for 2024-2029F
Source: Industry sources, Primary interactions, Frost & Sullivan
Indian Maize Starch Co products Market Size, Million Tons
Note: CAGR mentioned in the left box is for 2019-2024 & the one in right box is for 2024-2029F
Source: Industry sources, Primary interactions, Frost & Sullivan
Rising demand for Maize oil has led to doubling of India’s Maize oil production in last 4-5 years. Maize oil is
a strong antioxidant and a good source of beneficial fats that helps in maintaining a healthy lifestyle. It also
helps in reducing blood cholesterol levels as 60% of the fats are polyunsaturated, 25%–30% are
monounsaturated, and 10%–15% are saturated. Additionally, the high concentration of polyunsaturated fatty
acids helps to decrease high blood pressure. States like Maharashtra and Gujarat are the major consumers of
maize oil in India. Oil refineries in Gujarat purchase germ form maize mills and further extract oil to sell it as
refined maize oil. Major manufacturers of products such as snacks and sweets, which used soy oil earlier, are
now using maize refined oil due to risings prices and limited supply of oilseed oil.
4.221
1.151
3.891
0.541
5.761
6.302
2.74 2.06
9.08
3.93 7.25
3.47
9.321
9.831
4.261
2019 2024 2029F
Germ Gluten Fiber Enriched Fiber Maize Steep Liquor
72.0
33.0
34.0
12.0
42.0
03.0
61.0
02.0
72.0
11.0
51.0
12.0
43.0
83.0
54.0
2019 2024 2029F
Germ Gluten Fiber Enriched Fiber Maize Steep Liquor
190Maize milling companies sell these Co- Products directly to the end use consumers or to the traders. Trend in
industry is towards directly selling these Co- Products to end consumer as these are not very high margin
products.
Thus, the maize starch Co- Products market is expected to reach 1.65 million tons by 2029 growing at CAGR
of 4.72% from 2024.
Market Drivers, Restraints, and Opportunities Influencing the growth of Indian Maize Starch
Market
DRIVERS - OPPORTUNITIES RESTRAINTS
• Huge population base (1.42 Bn) in India with a relatively young • Industry suffers from rising
demographic, accelerating urbanisation and nuclearization of families, rising prices of raw material – maize
disposable incomes, shifting consumption pattern towards health and which has increasing demand
convenience offers excellent opportunity for maize starch market. from animal feed and ethanol
• Change in Consumer behaviour with respect to habits & patterns of food manufacturing companies.
consumption with rising focus on organic, gluten free food, ready to eat food • Post-harvest losses due to
is driving the maize starch industry in India. Packaged ready-to-eat food is manual handling further led to
the order of the day due to ready OTC availability which in turn boosts maize losses and shortage in
starch market. availability of maize for maize
• The rising demand for organic and clean-label products represents one of the starch industry.
primary drivers of the maize starch market.
• Focus on eco-friendly and readily bio-degradable packaging / products
intended to replace single use plastics will spur the demand of starch &
starch-based biopolymers.
• The growing consumer preference toward organic maize starch products that
are free from chemical modifications is offering a favourable market outlook.
Consumers consider chemical products as undesirable and want to consume
products with healthy ingredients.
• Beverages & Pharmaceutical manufacturers are using Liquid Glucose, High
Maltose Maize Syrup (HMCS), Sorbitol, Fructose, Dextrose and other
derivatives which are derived from Maize Starch as sweetners.
• Additionally, because maize starch-based foam is compostable and has
thermal insulation qualities, it is becoming more and more popular for
shipping temperature-sensitive goods, which is opening attractive growth
potential for industry players.
• Maize starch combined with polymers creates a super absorbent used in
sanitary napkins, bandages, disposable diapers, and baby powders, and can
also be used to remove water from fuels and to clean up pesticide spills.
• Abundant availability of maize in India coupled with promotion of exports
of value-added products will further boost the maize starch industry.
191Key Players in the Indian Maize Starch Industry
Maize Processing industry in India used to be highly labour intensive. Consolidation of industry, technological
advancement and labour migration has decreased labour intensity. Currently, Maize processing industry is
running at high-capacity utilization of 85-90% with competitors trying to achieve maximum efficiency owing
to increasing demand. The credit duration, which pre covid ranged from 30-45 days has now been extended to
45-90 days in case of some end users of maize starch & derivatives product. This has an impact on the cash flow
since the maize millers also need to stock raw materials—maize—for the plant to run efficiently.
Industry is dominated by large players who have large capital to set-up modern plant and machinery like Gujarat
Ambuja Exports Limited (GAEL), Roquette, Sukhjit Starch and Chemicals Limited, Bluecraft Agro Private
Limited and medium sized players like Sayaji Maize Products, Gulshan Polyols Limited, Sahayadri Starch &
Industries Private Limited, Regaal Resources Limited, Paramesu Biotech Limited etc.
Regulatory Landscape, Incentives, and Subsidies in India
• Following are the specifications of maize starch: -
Parameters Limit
Moisture (% by mass), Not more than 12.5
Total ash (% on dry basis), Not more than 0.5
Ash insoluble in dilute HCl, % on dry basis, not 0.1
more than
Alcoholic acidity 90 percent alcohol Shall be equivalent to not more than 2.0 ml. N. NaOH
per 100 g. of dried substance
Starch content (% on dry basis), Not less than 98
pH 4.5-7.0
Sulphur Dioxide (ppm), Not more than 70
Uric Acid, mg/kg, not more than 100
Source: FSSAI
• According to FSSAI, Modified Maize starch may be used in confectionery, flavours, dairy products (where
use of emulsifier/stabiliser is allowed per regulations) glazes, icings, gravies, sauces, soups, coatings up to
a maximum concentration of 0.5 per cent by weight.
• Modified food starches may be used in snacks, frozen potato products, baked foods, and salad
dressing/mayonnaise, up to a maximum concentration of 5 per cent by weight.
• Acid treated starch may be used in sugar confectionery on GMP basis.
• To mitigate the hazardous pollutants, an Effluent Treatment Plant (ETP) is made mandatory for maize
processing industry by the Government of India. The treated water can be utilised for agricultural purposes
within the permitted BOD (Biochemical oxygen demand) level of 30 PPM (Parts per million). Financial
support in the form of capital subsidy is also available from Ministry of Environment and Forests,
Government of India for the purpose.
• In some products, the statutory permissible limit of usage of starch is still very low in India compared to
the permissible limits in other American and European countries. Government may consider and thereby
make necessary amendments in the permissible limits.
• While agricultural policy changes and shifting barriers to trade are often perceived to be factors of change
in the business, they tend to be of secondary importance since they are often an attempt to protect local
interests from the pressures in supply/demand that is brought about by these differences in growth patterns.
• Bihar Industrial Investment Promotion Policy, 2016
192Priority sectors in the food processing sector- Maize processing units with installed capacity of
more than 100 TPD including units for manufacturing starch and cattle and/or poultry feed.
State shall extend “Interest Subvention” to the eligible units on the term loan availed by the unit
from a scheduled nationalized bank/ financial institution registered by RBI/SEBI. (b) Rate of
interest for interest subvention will be 10% or actual rate of interest on term loan, whichever is
lower. (c) The overall limit of this subvention for high priority sector will be 50% of the approved
project cost.
The 55 upper limit of this subvention shall be Rs 20 crore All new units will be entitled to avail
100% reimbursement against the admitted SGST deposited in the account of the state government
(excluding strictly any tax paid by them arising out of a purely trading business), for a period of
5 years from the date of commencement of commercial production. The SGST reimbursement
shall be applicable only to the net tax payable, after adjustment of input tax credit against the
output tax liability. This shall have a maximum limit of 100% of the approved project cost. This
policy was further amended in 2020 and extended till 2025 to make it more investor friendlyThe
Bihar Logistics Policy of 2023 aims to take ahead the vision and objectives of the state’s Industrial
Investment Promotion Policy 2016 (BIIPP 2016) and further provides strategic direction for the
development of the warehousing and logistics sector in the state over the next 5 years. The objectives of
this policy include but are not limited to promoting private investment in setting up logistics facilities,
upgrading and improving existing warehousing, enhancing warehousing capacity. Taking cue from the
Government of India’s definition of logistics units considered as logistics infrastructure, this policy shall
incentivize Multimodal Logistics Park, Logistics Parks and Logistics Units.
Logistics Units include Container Freight Station (CFS) and Inland Container Depot (ICD), Warehousing
facility and Cold Chain with various requirements to qualify for the same. Recognizing the need for additional
incentives to improve prospects for Logistics Units the policy offers the following incentive:
Capital Investment Subsidy which will be applicable after completion of Logistics Units as per DPR as follows:
• First Installment: 50% of the eligible amount after 12 months or 50% of the project completion as per
DPR whichever is earlier.
• Second Installment: 30% of the eligible amount after 24 months or 80% of the project completion as
per DPR whichever is earlier.
• Third Installment: 20% of the eligible amount after 36 months or 100% of the project completion as
per DPR whichever is earlier.
Global & Indian Modified Starch Industry
Global Modified Maize Starch Market
The Global Modified Starch market size was valued at USD 16,392 million in 2024 and is anticipated to expand
at a CAGR of 5.23% from 2024 to 2029. The demand for processed and convenience foods is being driven by
an expanding global population. Modified starch is a crucial and useful ingredient found in manufacturing ready-
to-eat food products. The growth of Modified starch is anticipated due to rising consumer demand for processed
foods, paper, textile and chemicals industry over the coming years.
Along with ready to eat products (RTE), Modified Starch is utilized in a wide range of industries, including
Pharmaceuticals, Paper, Cosmetics, Personal care, and Textiles due to its varied technical properties. The
personal care and Cosmetics industries use Modified Starch as a versatile additive. Manufacturers are investing
in technology and research for use of Organic Ingredients like Modified Starch, as the demand for natural
products has grown over the past few years, which is expected to fuel product demand in the coming years.
193Global Modified Maize Starch market size, USD Millions
CAGR 2019-24 CAGR 2024-29
4.70% 5.23%
21,147
16,392
13,031
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Global Modified Maize Starch Market size, Million Tons
CAGR 2019-24 CAGR 2024-29
4.37% 4.90%
32.96
25.95
20.95
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Geography-wise Breakup of the Global Modified Maize Starch Industry
Convenience and ready to eat foods are mainly prevalent in North America and Europe due to fast paced
lifestyle. Rise in working population with hectic and isolated lifestyles is resulting in little time for home
cooking. Globalization and the resulting lifestyle changes have resulted in an increase in the consumption of
convenience foods and ready to eat in various countries around the world, especially in Asia's expanding
markets, thereby increasing the demand for modified starch.
North America holds majority share in global modified starch market in 2024, accounting for more than 35% of
the total consumption share. Rising consumer awareness especially in the USA., which is one of the largest
producers of maize starch and maize globally will further boost the market. Furthermore, diverse applications
of modified starch products, as well as innovation and new product development are propelling the market
growth.
Asia Pacific market is growing at good pace owing to shift in lifestyle, increased per capita consumption and
growing population. Also, Asian markets have lenient regulations when it comes to health claims for modified
starch. In terms of health claims for modified starch, European markets have the strictest regulations.
Distributors and manufacturers face production and distribution challenges because of these stringent laws and
regulations, which are expected to hinder market growth.
194Global Modified Maize Starch market size, By Geography, Million Tons, 2024
Source: Industry sources, Frost & Sullivan
Application wise breakup of the Global Modified Maize Starch Industry
The Global Modified Starch market is largely dominated by Paper, Textile and Chemical industries. Paper
industries as End use Industry accounts for highest revenue share of almost around 23.7% and is predicted to
remain stable in terms of revenue share and volume during the forecasted period. Modified starch is used in
large volumes in the papermaking process. It aids in the production of paper by providing functional
characteristics and acting as a processing aid for paper and pulp industry. The Paper mills use Starches derived
from a variety of sources, including Waxy Maize, Regular Maize, Tapioca, Wheat, and Potato. Starch is also
used as a binder in paper coating, improving the firmness and whiteness of the paper, thereby improving the
printing characteristics.
Food and Beverage industry ranked as the fourth-largest consumer of modified starch by volume in 2024,
accounting for 16.1% of its total global consumption. Modified starches are excellent flavour carriers and
therefore have usage in ready to drink mixes globally. In addition to that it also adds a slight amount of viscosity
for a silky texture in coffee, slushies, smoothies, and other beverages within the beverage segment. For the ready
meal segment for pasta, soup, and mayonnaise, it enhances the quality of such products in the baking industry.
It is also very beneficial for emulsifying end-use products in a variety of industries, particularly those containing
flavoured oils.
195Global Modified Maize Starch Market size, By Application, Million Tons, 2024
Source: Industry sources, Frost & Sullivan
Segmentation of Global Modified Starches and Value-Added Products
A. Dextrin
The Global Dextrin market was valued at USD 1,744 million in 2024 and is expected to grow at CAGR of 3.72%
to reach USD 2,093 million in 2029. Dextrin’s are primarily made in two categories i.e., Yellow Dextrin, and
white dextrin. These are mainly available in dried powdered form, which makes it easy for handling and
transportation. Yellow dextrin accounted for ~52.25% of dextrin market with 1.8 million Tons in volume in
2024. It is majorly used as a thickener, adhesive and glazing agent in the food industry, and as a binder in paper
and cardboard manufacturing. It also has applications in pharmaceutical industry, where it is used for tablet
coating and as a stabilizer in emulsions. It is also used in the manufacture of paints, adhesives, coatings, and
inks. High quality papers such as magazine covers, brochures & catalogues production use yellow dextrin not
only as an aesthetic ingredient but also to provide support for glossy pages thereby enhancing the print quality.
The mining industry uses yellow dextrin as foam control agents to improve the efficiency of ore separation
processes and, in the textile industry, yellow dextrin is used as blanket adhesives when screen-printing fabrics.
196Global Yellow Dextrin Market Size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
2.95% 2.66% 3.62% 3.41%
1,088.9
911.5
788.0
2.17
1.84
1.61
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
The Yellow Dextrin market is projected to grow at a CAGR of 3.41% from 2024 to 2029 with volumes reaching
to 2.17 million tons in 2029 from 1.84 million tons in 2024. The growth in Yellow Dextrin market is fuelled by
increasing demand for food-grade and industrial-grade yellow dextrin from applications such as envelope
adhesive, paper application.
White Dextrin is used extensively in making adhesives for paper converting. It is mostly employed with starches
and ingredients such as alkaline materials, borax, fillers, latices, resins, salts, and defoamers. The Global market
for White Dextrin was valued at USD 832.9 Million in 2024 and it is projected to reach USD 1,004.6 million
by 2029, expanding at a CAGR of 3.82% during the forecast period.
Global White Dextrin market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
3.21% 2.88% 3.82% 3.62%
1,004.6
832.9
711.3
1.94
1.62
1.41
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
White dextrin is especially useful in paper sizing when thin viscosities are required. White dextrin also has its
applications as dough improvers in baking of breads and rolls. They area also added to increase the crispness
of batters for breading fish and poultry. Some of the key players in the Yellow and White Dextrin market are
Agrana, Tate & Lyle, Cargill, Sunar group, and Roquette.
B. Maize Flour: -
197The Maize Flour market will likely grow at a CAGR of 7.82% in value term between 2024 and 2029 owing to
growth in bakery industry, ready to eat products and increasing demand from developing markets. The size of
the market in 2024 was USD 2,677.4 million and is forecasted to reach USD 3,901.3 million by 2029.
Global Maize Flour market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
6.39% 6.12% 7.82% 7.92%
3,901.3
2,677.4
1,964.1 7.83
3.98 5.35
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
The market for maize flour is highly unorganised in Asian countries whereas North America and Europe’s
market is dominated by players like Cargill, Bunge, and ADM. Many retailers and supermarkets sell their
products under private labelling which increases the profitability as these products are priced lower than the
branded products. The key players in maize flour global market include Andersons Food, Archer Daniels
Midland, Cargill, Bunge, Grain Millers, Gruma, North Dakota Mill, Limagrain, Associated British Foods Plc,
Bob’s Red Mill, and Empresas Polar Inc.
C. Baking Powder:
The Global Baking Powder market was valued at USD 1,924.5 in 2024 and is projected to grow at a CAGR of
5.52% from 2024 to 2029. Increasing demand for bakery products, especially in developing countries is fuelling
the demand for baking powder. Cakes, breads, tarts, pastries, and biscuits has become very popular in many
developing countries as well, leading to demand of baking powder.
Baking powder can be segmented based on – phosphorus, anhydrous phosphorus, sodium aluminium sulphate
phosphate, tartrate, aluminium free and phosphate free. The phosphate-based segment is projected to dominate
the baking powder market owing to its high leavening power and good volume stability.
Global Baking Powder Market Size- Value and Volume
CAGR: 2019-24 CAGR: 2024-29
4.35% 4.21% 5.52% 5.92%
2,517.6
1,924.5
1,555.5
3.49
2.62
2.13
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
Some of the key players in baking powder market are Nestle, Britannia, Associated British Foods Plc, Corbion,
Cargill, ADM, DSM, British Bakels and Muntons.
D. Custard Powder: -
Global custard powder market was valued at USD 1,428 million in 2024 and is expected to grow at CAGR
5.82% till 2029.Variety of types and flavours such as baked custard, stirred custard, refrigerated custard, Ultra
Heat-Treated custard, rose flavour, vanilla flavour, pista flavour, chocolate flavour are available in market.
198Global Custard Powder market size- Value and Volume
CAGR: 2019-24 CAGR: 2024-29
4.28% 4.16% 5.82% 5.45%
1,894.7
1,428.0
1,158.1 2.34
1.80
1.47
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
Swiss Bake, GD Foods, Premier Foods, Kraft Foods, Pillsbury, Goodman Fielder ITN Food Corporation, Well
and Good Pty Limited, Unilever Food Solutions are some of the key players in custard powder industry.
E. Icing Sugar:
Icing sugar is mainly used for preparing icings and frostings on desserts, sweets and baked items. It is also
known as confectioners’ sugar is made by milling granulated sugar into a powdered state. Its fine nature makes
it suitable for bakery and confectionary applications.
The global icing sugar market was valued at USD 3,672 million in 2024 and expected to grow at CAGR 4.25%
between 2024-2029.
Global Icing Sugar Market Size- Value and Volume
CAGR: 2019-24 CAGR: 2024-29
4.54% 4.25% 6.46% 6.64%
5,022.5
3,672.8 8.45
2,941.5
6.13
4.98
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
Need of fine texture in food, increasing demand for confectionary on account of growing population growth will
cushion the growth of the icing sugar market. Major players in global icing sugar industry are Associated British
Foods Plc, Sudzuker group, Tate Lyle Plc, Thai Flours, Indiana Sugars, NZ sugar company.
Key Player in Global Modified Maize Starch Industry
Globally, the Modified Starch Market is moderately fragmented, with some of the major players in the market
include Archer Daniels Midland Company, Agrana, Emsland-Starle GmbH, Cargill.Inc., Global Bio-Chem
Technology Group Company Limited, and others. Key players in the market enter strategic partnerships, M&A,
and Joint Ventures, and focus on R&D to launch innovative products to cater to the changing preferences of
consumers across the world.
Indian Modified Maize Starch Market
199The modified starch market in India is expected to grow at a compound annual growth rate (CAGR) of 5.87%
between 2024 and 2029. The market is being driven by the growing use of modified starches, which provide
better functional qualities such higher stability, improved texture, and longer shelf life.
The growing food and beverage sector and the rising demand for convenience foods are the main drivers of the
modified starch market's strong growth in India. The demand for processed and ready-to-eat meals has been
rising due to changing consumer habits, rising disposable incomes, urbanisation and a large population base
with a relatively young demographic. One essential ingredient in these foods is modified starch, which improves
texture, stability, and shelf life. Modified starch has been increasingly popular as a flexible and useful solution
as a result of the rising demand for natural and clean-label products brought on by consumers' increased
awareness of health-conscious purchasing decisions. The market's growth has also been aided by the growing
pharmaceutical industry, as modified starch is used in tablet binding, encapsulation, and medication
compositions.
In volume terms, the Indian market was around 2.44 million tons in 2024 and is expected to grow at CAGR
5.54% from 2024-29.
The recent change in regulation of Modified Starch i.e., dosage in processed foods can be considered under
GMP (Good Manufacturing Practice) by the producer instead of the earlier dosage limit of 0.5% has not only
increased the dosage of the ingredient in current applications but also paved the way for new applications, which
has positively affected Indian starch demand in recent years.
Indian Modified Maize Starch Market size, USD millions
CAGR 2019-24 CAGR 2024-29
5.09% 5.87%
1,731.30
1,301.70
1,015.60
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Indian Modified Maize Starch market size, Million Tons
CAGR 2019-24 CAGR 2024-29
4.81% 5.54%
3.20
2.44
1.93
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Application wise Breakup of the Indian Modified Maize Starch Industry
Modified Starch is majorly used in Paper industry, Textile industry and Food and beverage industry. The demand
for modified starches in different food and beverage segments is expected to grow rapidly in coming years.
Indian modified maize starch industry in 2024 was valued at USD 1,310 Million. Food & Beverage segment
accounted for 10.1% in modified starch market in 2024. Sauce, salad dressings, and spreads are key applications
200in food sector for modified starch, accounting for more than 35-40% of modified starch demand and are expected
to fuel demand of specifically modified starches. Next emerging segment is bakery and snacks. Modified starch
is used to provide the desired hardness to cookies and impart texture and stability for bars. Thus, the demand
for modified starch in snack preparation has been significantly growing.
Also, other key food applications for Modified Starch are processed meat, spice mix, etc. Other sectors such as
dairy, confectionery, food service, noodles, RTE, and beverages are using modified starches for its various
applications.
Indian Modified Maize Starch Market size, By Application, Million Tons, 2024
Source: Industry sources, Frost & Sullivan
Modified Maize starch is also widely used in the paper industry which give good quality final product along
with efficiency in production. They are used in different stages of manufacturing such as wet end, spraying,
surface sizing, etc. In 2024, paper industry accounted for 55.8% of modified starch consumption.
Usage of oxidized maize starch- type of modified starch is increasing in pharmaceutical and nutraceutical
industry. It is well known as a disintegrant filler and binder in dosage forms. It is used in a variety of dosage
forms including swallowable tablets, hard capsules, blends, granules, and pellets premix.
Segmentation of Indian Modified Starched and Value-Added Products
A. Dextrin
Yellow dextrin is highly sticky and hygroscopic, with a low viscosity and is used as a core binder in the foundry.
Yellow dextrin is entirely soluble in water and aids in boosting dry strength. Additionally, it is a thickening for
printing, a binder for paints, and an ingredient in water-soluble glues.
The market for yellow dextrin is growing at CAGR of 3.5% is expected to reach USD 50.4 million in 2029.
201Indian Yellow Dextrin market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
2.95% 2.75% 3.52% 3.46%
50.43
42.42
36.67
0.097
0.082
0.071
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
Indian White Dextrin market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
3.21% 2.94% 3.90% 3.54%
46.93
38.76
33.10
0.087
0.073
0.063
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
Linear and branched are two types of White dextrin. White dextrin is mostly used in the paperboard industry, to
improve the stiffness and strength of cardboard. White dextrin products have significant advantages over existing
synthetic resins due to their higher solid content and excellent binding capabilities.
The Indian market for white dextrin powder is valued at USD 38.8 million in 2024 and expected to reach USD
46.9 million in 2029, with a CAGR of 3.90%. Growth in white dextrin can be attributed to its demand in foundries,
pharmaceutical companies, food and confectioneries companies, construction chemicals, paint industry and
leather chemicals. Some of the key players in the yellow and white dextrin market in India are Universal Star
Chem Allied Limited, Sahyadri Starch and Industries Private Limited, Gujarat Ambuja Exports Limited and
Paramesu Biotech Limited. Regaal Resources Limited also manufactured quality-based dextrin. The packaging
for dextrin is done in HDPE bags with liner of LDPE in 25 and 50 kg SKUs.
B. Oxidised Starch
The market for oxidized starch is anticipated to expand at a CAGR of 6.42% till 2029. The industry is projected
to reach around USD 344.7 million by 2029 up from USD 252.5 million in 2024. The chain length of oxidized
starch is shorter than that of native starch which helps in providing range of viscosity and fluidity to suit the
requirement of paper processing in the application of surface sizing. It helps in improving oil absorbency quality
of paper and imparts smoothness to paper. It is also used as coating in industries including food, pharmaceuticals,
textiles & construction. Oxidized starch is also used as stabilizers in milk and ice-cream dessert, pudding and
dessert . In confection and confectionary industry as organization and structure creators for preparation
of deserts, fillings, soufflé and jellies.
Indian Oxidised Starch market size - Value and Volume
202CAGR: 2019-24 CAGR: 2024-29
5.55% 5.34% 6.42% 6.22%
344.68
252.52
192.78
0.610
0.450
0.350
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
Customization in viscosity of the oxidized starch is possible as per the end application. It is available in 50 Kg.
HDPE bags with inner liner. However, special packing like Jumbo bags or Paper bags with 25 Kg SKU is also
arranged as required.
C. Cationic Starch
A growing number of industrial sectors, including textile, paper, chemicals, agricultural, construction
engineering, and healthcare, are using Cationic starch as a result of research and development in technologies.
Cationic starches is mostly preferred as wet-end starches. The negatively charged cellulose fiber and fillers
readily draw the positively charged cationic starches. This strengthens the bonds between the fibers and the
filler. Quaternary ammonium type cationic starch and tertiary amino type cationic starch are the two types of
cationic starch that are commercially accessible. While tertiary amino starch is cationic solely in the acidic
range, quaternary ammonium starch is cationic throughout the pH spectrum.
The Indian cationic starch market was valued at USD 118.2 million in 2024 and is expected to grow at CAGR
of 5.06% to reach USD 151.3 million in 2029. Indian manufacturers are providing cationic starch, which is fine,
white, odourless, dry powder with less than 12% moisture content in 50 kg SKU packed in HDPE bags with
inner liner or Jumbo bags as per client’s requirement.
Cationic starches are effective for improving physical properties of paper as bursting and tensile strength,
elongation, fold endurance, and pick resistance. They are often used in manufacturing high grade printing papers,
fine writing papers, light weight papers such as bread wraps and glassine.
Cationic starch also has applications in detergent soaps & powder, paint & emulsion, wall putty and disposable
diapers industry.
Indian Cationic Starch market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
4.02% 3.67% 5.06% 4.48%
151.28
118.20
97.04
0.270
0.210
0.180
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
D. Pregel Starch
The market for pregelatinized starch is valued at USD 290.8 million in 2024 and is expected to grow at CAGR
of 5.92% till 2029. Pregelatinized starch is a dried and boiled carbohydrate which is then made into powder or
flakes. It is utilized in food and beverage items like soups, drinks, baby food, and baked goods and is very easily
203absorbed. Since these starches decompose naturally, there is no environmental risk. Additionally, pregelatinized
starch is regarded as a non-GMO component.
Pregel’s starch ability to enhance the sensory and textural qualities of product is driving the market's growth,
because this cross-linked starch influences the product's baking qualities in a variety of applications, including
pharmaceuticals, food and beverage, personal care, and textiles. It is an important ingredient in the production
of tablets. When making tablets, these starches serve as a binding or dilution agent. The market is expanding as
a result of an aging population and rising medication need. Pregelatinized starch is experiencing rapid expansion
in the market because to its various features, including but not limited to self-lubricating, high shear wet
granulation, and utilization as a disintegrating agent.
Pregelatinized starch has its applications in dairy products, beverages including less sugar variants,
confectionery, cold mixes such as fruit and cream fillings, glazes, frostings and icing for bakery products and
snacks, instant foods, soups, sauces, dressings.
There are also other industrial and pharmaceutical applications for pregelatinized starches. Pharmaceutical grade
pregelatinized starch is widely used as a binding and disintegrating agent for tablets, pills and granules, also
used as filler for capsules.
It is used as a binder for briquettes in coal, foundry, incense stick and mosquito coil industry. It is also used as
a fluid loss control additive in oil well drilling industries. Pregelatinized maize starch is also widely utilized in
the fish feeding industry as a binding agent or expanding agent.
Indian manufacturers produce pregelatinized maize starch in range of lower to high viscosity and is available in
25 or 50 Kg SKU in printed or plain HDPE, PP bag, Multiply Paper Bag or Paper & PP Combined bag.
Indian Pregel Starch market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
5.14% 5.00% 5..92% 5.78%
387.71
290.82
226.32 0.57
0.43
0.34
2019 2024 2029F
Value (USD Million) Volume(Million Tons)
Source: Industry sources, Frost & Sullivan
E. Maize Flour
The Indian Maize flour market size is expected to be valued at USD 336 million in 2029 from USD 229.5 million
in 2024. Increasing demand for ready-to-eat products, noodles, pasta, chips, nachos, bakery products, soups and
similar products is creating incremental opportunities for maize flour producers. The overall demand for maize
flour is projected to grow at a CAGR of 7.29% between 2024 and 2029.
Maize Flour is dusted on vegetables, paneer or chicken before deep frying to achieve perfect crispiness,
especially while cooking desi-Chinese meals. It is also used in Indian households to thicken the gravies, soups
and add crispiness to fried food products.
204Indian Maize Flour market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
6.39% 6.27% 7.29% 7.75%
335.95
229.50
168.35
0.604
0.416
0.307
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
Indian maize flour market is highly fragmented and unorganised with existence of many private labelling players
as well. On an average, price for maize flour in Indian retail market ranges from Rs 28-40 for 100-200 gms of
packet with shelf life of 18-24 months. Bulk purchasers buy maize flour at Rs 22-35 per kilogram. Some of the
key brand available in retail market are Top, Brown & Polson, Blue Bird Foods Private Limited, Weikfield,
Ruchi, Aahar, Dr RBL, SFT, Mr Kool, Mojan Impex, Khushi and so on.
Many players such as Burly Field, Organic Tattva, Natureland, Radha Govind have also started offering organic-
100% natural maize flour.
F. Baking Powder
Baking powder market in India is valued at USD 137.2 million in 2024 with expected growth of 5.66% till 2029.
In the production of bakery goods such bread, tarts, pies, pastries, biscuits, and cakes, baking powder is a crucial
ingredient. A good quality baking powder is necessary for improved baked goods in terms of flavor, color, and
texture. Because of this, the market has seen continuous demand over the past few years. The widespread use
of baking powder in the food processing sector has persisted even as customers' preferences for healthier food
have increased. As a result, the market for baking powder has historically been remarkably stable.
Indian Baking Powder market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
4.41% 4.30% 5.66% 5.83%
180.71
137.23
110.60
0.227
0.171
0.138
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
Blue Bird Foods (India) Private Limited, Amrut International, Swiss Bake Ingredients Private Limited, Ajanta
Food company, RB Foods, Urban Platter, Weikfield, Indiana, and Mr. Kool are some of the manufacturers of
baking powder in India.
205G. Custard Powder
The Indian custard powder market witnessed a growth from USD 90.2 million to USD 110.9 million from 2019
to 2024. With a CAGR of 5.78%, this market is estimated to reach USD 146.9 million in 2029.
Indian Custard Powder market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
4.21% 4.15% 5.78% 5.32%
146.87
110.90
90.24
0.167
0.129
0.105
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
With increasing globalization, people have developed taste for food from western countries and are ready to try
new products which will help further penetration of custard powder in Indian markets. Some of the company’s
manufacturing custard powder are Weikfield, Pillsbury, Kraft Foods, GD Foods, Premier Foods, ITN Food
Corporation, Well and Good Pty Limited, Unilever Food and General Mills Inc.
H. Icing Sugar
Icing sugar is majorly used by commercial bakeries, confectionary manufacturers, and beverage producers. Icing
sugar's fine texture makes it perfect for dusting over cakes, pies, and pastries to sweeten and add a lovely
decorative touch.
Indian market for icing sugar was valued at USD 271.6 million and is expected to grow at CAGR of 6.34% till
2029.
Indian Icing Sugar market size - Value and Volume
CAGR: 2019-24 CAGR: 2024-29
4.52% 4.31% 6.34% 6.39%
369.38
271.64
217.74 0.583
0.427
0.346
2019 2024 2029F
Value (USD Million) Volume (Million Tons)
Source: Industry sources, Frost & Sullivan
AB Sugar Company, Simbhaoli Sugars Limited., Crusty International, Dhampur Speciality Sugar Limited, Blue
Bird Foods India Private Limited., SBEC Sugar Limited, USHA International Limited (Mawana), Weikfield
Products Co. (I) Private Limited, and Amrut International are some of the key players in icing sugar industry.
Growth Drivers, Opportunities & Restraints of Indian Modified Starches Industry
Growth Driver & Opportunities-
• Growing demand for convenience food and processed food on account of the rising trend of on-the-go
food and changing lifestyles.
206• Multiple functional properties offered by modified starch make them suitable to be used in different
industries. Noval applications like biomaterials, bio polymers, bioethanol mock meats also boost the
demand for starch.
• Increasing use of starches in the textile industry for applications like sizing which helps in improving
strength, smoothness and weaving efficiency. According to IBEF (Indian Brand Equity Foundation),
the market for Indian textiles and apparel is projected to grow at a 10% CAGR to reach US$ 350 billion
by 2030, with exports expected to reach US$100 billion.
• Use of modified starch in personal care and cosmetics industry is also rising.
• Modified starches are used as disintegrants, binders, and controlled-release agents in pharmaceutical
formulations. The market is driven by increasing population and rising healthcare expenditure
especially for preventive healthcare.
Restraints-
• Raw Material availability i.e., Maize has become a crucial commodity in India with growing demand
from ethanol and Animal feed industries.
• The lack of adequate infrastructure and capacity to dry maize to the optimal level of 14% moisture
is causing significant wastage and losses for farmers. According to industry sources, there is a shortage
of farm-level infrastructure, such as maize dryers, and quality storage facilities, which leads to the
degradation of maize quality. Inadequate drying contributes to post-harvest losses. A 2022 NABCONS
study found that post-harvest losses for cereals range from 3.89% to 5.92% at various stages, including
harvesting, collection, grading, drying, packaging, transportation, and storage. According to the U.S.
Grains Council, maize stored long-term should have a moisture content below 14%. This lack of
infrastructure not only results in post-harvest losses but also drives up the cost of maize, which is a key
raw material for the maize-based speciality product industry.
• Price Volatility and Shortages: The production and availability of maize can be impacted by changes
in agricultural yields, weather patterns, which could result in price volatility and shortages.
• Legal restriction related to the use of modified starches in the country: Government regulations in
India are limiting the usage of starch in products in India compared to the permissible limits in other
American and European countries
Global & Indian Native Starch Based Derivatives Products Industry
Global Native Starch Based Derivatives Products Industry
I. Global Glucose market
The global glucose market size was valued at USD 2,360.8 million in 2024 and is expected to expand at CAGR
of 4.12% from 2024 to 2029. The increasing demand for soft drinks, confectionery and bakery products in the
food and beverages sector is fuelling the growth of this market. Apart from food and beverage, glucose has high
demand across pharmaceutical industry. It is used as flavour enhancer, adjuncts, texture enhancer, humectants,
stabilizer, preservative, and coating and bulking agent. Crystallization of sugar molecules is prevented by
glucose.
Global Glucose market size, USD Millions
CAGR: 2019-24 CAGR: 2024-29
3.26% 4.12%
2,888.9
2,360.8
2,011.0
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
207Global Glucose market size, Million Tons
CAGR: 2019-24 CAGR: 2024-29
3.05% 3.81%
5.88
4.87
4.20
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
It is also used as a humectant in personal care products. It helps bind moisture to skin, adds flavor to facial
cleansers and lip balms, and is also a part of many prebiotics that help reinforce skin's microbiome.
Global Liquid Glucose market size, By application, 2024
4.9 million
60% 28% 12%
tons
FOOD & BEVERAGE PHARMACEUTICAL OTHERS
Source: Industry sources, Frost & Sullivan
II. Global Maltodextrin market
The global market for maltodextrin is valued at USD 2,046 million in 2024 and is expected to grow at CAGR
5.48 % on account of increasing demand from food industry. Companies provide customised maltodextrin
powder based on variations in Dextrose equivalent (DE) values.
Maltodextrin is natural food ingredient, which is type of carbohydrate. It undergoes intense processing to form
white powder, which is easily digestible, being absorbed as rapidly as glucose and is either moderately sweet or
almost flavourless.
It also has applications in pharmaceutical and supplements industry where it is majorly used as diluents. It is
also used as tablet Binder, Coating Agent, and Viscosity- Increasing Agent.
208Global Maltodextrin market size, USD Millions
CAGR: 2019-24 CAGR: 2024-29
4.91% 5.48%
2,671.5
2,046.0
1,610.1
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Global Maltodextrin market size, Million Tons
CAGR: 2019-24 CAGR: 2024-29
4.63% 5.40%
4.90
3.77
3.01
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Global Maltodextrin market size, By application, 2024
3.8 million
72% 25% 3%
tons
FOOD & BEVERAGE PHARMACEUTICAL OTHERS
Source: Industry sources, Frost & Sullivan
Maltodextrin is majorly used in Food & Beverage industry for applications such as infant baby foods, instant
food products, dairy products, confectionary, soups, and salad dressings. It is extensively used as a stabilizer,
thickener, and filling agent. In 2024, F&B applications account for ~72% i.e., 2.7 million tons. It is followed by
pharmaceutical applications where it is used as diluents in single unit dosage preparations such as sachets. It
can also be used in textile and household necessities industries.
209Some of the key players in maltodextrin industry are Cargill, Archer Daniels Midland Company, Ingredion
Incorporated, Roquette, Tereos, Tate & Lyle, Agrana, Tate & Lyle, AGRANA, Matsutani Chemical Industry
Company Limited, and Global Sweeteners Holdings Limited.
III. Global Dextrose Monohydrate & Dextrose Anhydrous markets
The global dextrose monohydrate market was valued at USD 1,373.5 million and is forecasted to expand at a
CAGR of 4.70% to reach valuation of USD 1,727.5 million by 2029.
In order to make food products more appealing, manufacturers of beverages, confectionary, and bakery goods
are focusing on natural ways to keep their portfolios fresh for a longer amount of time. Dextrose made from
natural ingredients plays a crucial part in the preservation process as it does not hydrolyse in the same way as
sucrose does, allowing many food products to have a longer shelf life. Dextrose has a caloric value of 4 Kcal/g
which produces a rapid glycaemic response. It provides an immediate source of energy for the organs, muscles,
and brain.
Global Dextrose Monohydrate market size, USD Million
CAGR: 2019-24 CAGR: 2024-29
4.15% 4.70%
1,727.5
1,373.5
1,121.1
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Global Dextrose Monohydrate market size, Million Tons
CAGR: 2019-24 CAGR: 2024-29
3.79% 4.69%
3.15
2.50
2.08
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
210Global Dextrose Monohydrate market size, By application, 2024
2.5 million
35% 56% 9%
tons
FOOD & BEVERAGE PHARMACEUTICAL OTHERS
Source: Industry sources, Frost & Sullivan
Dextrose monohydrate is widely used in confectionery, beverages, biscuits, bakery products, gum, creams and
frozen dairy products alcoholic beverages, jarred and canned foods for better taste and quality. By 2024, around
~ 35% i.e., 0.9 million tons is used in Food & Beverages industry. In pharmaceutical industry it has applications
in production of energy powders and drinks which are used as supplementary fluid for patients suffering low
blood sugar. It is also used as energy food by convalescing patient and athletics. In 2024, pharma applications
accounted for ~56%. Other applications include cattle & poultry feed.
The global dextrose anhydrous market is valued at USD 861 in 2024 and is expected to reach value of USD
981.7 million by 2029.
Global Dextrose Anhydrous market size, USD million
CAGR: 2019-24 CAGR: 2024-29
2.40% 2.66%
981.7
861.0
764.8
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Global Dextrose Anhydrous market size, million tons
CAGR: 2019-24 CAGR: 2024-29
2.24% 2.87%
2.19
1.90
1.70
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
211Global Dextrose Anhydrous market size, By application, 2024
1.9 million
20% 70% 10%
tons
FOOD & BEVERAGE PHARMACEUTICAL OTHERS
Source: Industry sources, Frost & Sullivan
Dextrose Anhydrous is majorly used in nutrition supplement and as sweetener in food & beverage industry. It
is also used in infant formula to improve nutrition value. Apart from food, it is also used in pharmaceutical
industry as antioxidant and fermentation substrate in production of various vitamins, amino acids and other
organic products. It is also used in chewable and swallowable tablets, effervescent tablets and medicated
confectionaries.
It is used as buffering agent in veterinary medicine and animal feed industry.
Archer Daniels Midland Company, Cargill, Tate & Lyle, Roquette, Tereos, Sanofi Ingredients, Belgosuc, Penta
Manufacturing Company, Global Sweeteners Holdings Limited and Foodchem International Corporation are
among the key players.
IV. Global Liquid Sorbitol market
Sorbitol is produced by the catalytic hydrogenation of D-glucose and is available as aqueous solutions. It is low
caloric bulk sweetener which provides a variety of functional properties in confectionery, bakery and personal
care industry. Its non-reactivity and compatibility with active ingredients make it a perfect carrier in
pharmaceutical formulations to improve taste, body and mouthfeel.
The global liquid sorbitol market is estimated to reach USD 635.3 million in 2029 from USD 573.3 million in
2024. Sorbitol wide use as humectant, taste masking agent, non-cariogenic sweetening agent and anti-
crystallizing agent is driving the market growth. Sorbitol also has wide applications in cosmetics, toothpaste,
personal care and pharmaceuticals.
Global Sorbitol market size, USD million
CAGR: 2019-24 CAGR: 2024-29
1.75% 2.07%
635.3
573.3
525.8
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
212Global Sorbitol market size, Million Tons
CAGR: 2019-24 CAGR: 2024-29
1.74% 2.06%
1.03
0.93
0.85
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Global Liquid Sorbitol market size, By application, 2024
0.93 million
10% 3% 19% 68%
tons
FOOD & BEVERAGE PAPER PHARMACEUTICAL OTHERS
* Other: Animal Feed
Source: Industry sources, Frost & Sullivan
Sorbitol is used in animal feed to complement the feed of animals raised in an intensive manner. It is also used
as bulking agent which helps to add volume and texture. Roquette, Cargill, Ingredion, ADM, Tereos, Merck
group, Ecogreen Oleochemicals Pte, Gulshan Polyols Limited are some of the major players in sorbitol market.
Indian Native Starch Based Derivatives Products Industry
I. Indian Glucose market
The Indian market for liquid glucose is valued at USD 195.2 million in 2024 and is expected to grow at rate of
3.90% till 2029 to reach valuation of USD 236.4 million. Owing to its ease in production and good returns,
native maize starch manufactures expand their milling capacities to produce liquid glucose. Liquid glucose is
also the highest in demand derivative because of its application in almost all the food and beverage products.
213Indian Glucose market size, USD Millions
CAGR: 2019-24 CAGR: 2024-29
3.22% 3.90%
236.42
195.22
166.64
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Liquid Glucose is a clear, colourless, viscous solution, making it compatible with the physical properties desired
in the end products. Properties of liquid glucose such as flavour, freezing point depression and osmotic pressure
are directly related to dextrose equivalent (DE) whereas foam stabilization, cohesiveness, bodying
characteristics, and prevention of sugar crystallization are inversely proportional to the increasing DE.
Indian Glucose market size, Million Tons
CAGR: 2019-24 CAGR: 2024-29
2.93% 4.18%
0.49
0.40
0.35
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Indian Glucose market size, By application, 2024
0.40
82% 16.5% 1.5%
million
FOOD & BEVERAGE PHARMACEUTICAL OTHERS
Source: Industry sources, Frost & Sullivan
Liquid glucose is extensively used in manufacture of flavoured candies and chocolates. It is used in the preparation
of glucose biscuits. Liquid Glucose also helps to keep products soft and fresh and acts as a preservative which
makes it suitable for using in Jams, jellies, chewing gums and canned fruits. It is also used as a base for preparing
artificial honey.
214Liquid Glucose is also used in pharmaceutical industry particularly in cough syrup and vitamin-based tonics. It is
also used as a granulating agent for tablet coating. Liquid glucose also has it use in curing and imparting flavour
in tobacco. Liquid Glucose is added to shoe polish to prevent which helps avoid caking and gives better shine. It
is also used in tanning to get softer texture and enhance weight.
Another interesting usage of glucose syrup is in creating fake blood for films and television as it is cheap and easy
to obtain.
Indian Glucose market size, By geography, 2024
Source: Industry sources, Frost & Sullivan
Indian manufacturers offer, liquid glucose of various DE (Dextrose Equivalent) as per varied end uses and client
requirement. Sulphur free glucose is manufactured for specific customer. Glucose syrup is packed in HDPE
barrels (300-500 kg), Intermediate Bulk containers and ISO tanks.
II. Indian Maltodextrin market
Maltodextrin is a complex carbohydrate, yet due to its high Glycaemic Index, it is absorbed by the body quickly,
much like Dextrose. It delivers a quick boost in energy and raises blood sugar levels in body which helps in
swiftly replenishing glycogen levels. Maltodextrin is used as sugar replacement to reduce the sweetness of
beverages, thickening, stabilizers, and bulking agents in foods. Maltodextrin is used in spray drying, carriers for
noncaloric sweeteners, vitamins and spices which are all in powder form.
Maltodextrin market in India was valued at USD 151.5 million in 2024 and is expected to reach USD 210.8
million at growth rate of 6.84% by 2029. Major players in maltodextrin market in India are Blue Ocean Biotech
Private Limited, Bluecraft Agro Private Limited, Cargill, Gujarat Ambuja Exports Limited, Gulshan Polyols
Limited, Roquette, Sahyadri Starch, ShreeGluco Biotech and Sukhjit Starch and Chemicals Limited.
215Indian Maltodextrin market size, USD Millions
CAGR: 2019-24 CAGR: 2024-29
6.03% 6.84%
210.84
151.46
113.00
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Indian Maltodextrin market size, Million Tons
CAGR: 2019-24 CAGR: 2024-29
5.70% 6.41%
0.39
0.28
0.21
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Approximately 60-65% of production is undertaken for regular maltodextrin followed by low DE maltodextrin.
Low DE maltodextrin used in India is imported. Other maltodextrin demand is mostly filled by Indian producers.
It is available in 25- 50 Kg HDPE bags with the inner liner of LDPE & 25 kg Kraft Multiply Paper Bags.
Indian Maltodextrin market size, By application, 2024
0.28
million
66% 24% 10%
tons
FOOD & BEVERAGE PHARMACEUTICAL OTHERS
Source: Industry sources, Frost & Sullivan
Maltodextrin is majorly used in nutraceuticals, dairy, snacks, bakery products, and the flavour industry. One of
the oldest uses of maltodextrin powder is certainly in infant formulas, which is merely one part of a larger
category of nutritious fluids. Maltodextrin is used in infant food to provide carbohydrates in drink which do not
have milk or lactose (usually soy protein based).
216Maltodextrin is also used as bulking agents and serve mainly as a carbohydrate component in dry mix products,
including dry beverage mixes, cookie mixes, puddings, frosting, soups, frozen desserts, cake, artificially
sweetened cocoas, tea, coffee and so on.
Maltodextrin is also used for tabletting as direct tablet excipient. It is used as fat replacer for ice-creams, salad
dressings and desserts. It is used for oil well drilling fluids and other industrial application as well. Zydus,
Nestle, Danone, P&G and Wockhardt are the key end users of maltodextrin in India.
Indian Maltodextrin market size, By Geography, 2024
Source: Primary interactions, Frost & Sullivan
III. Indian Dextrose market
Dextrose Monohydrate is moderate in sweetness which is 65-70% sweet as sucrose. It is freely soluble in water
at room temperature and also in boiling alcohol. It has a greater depression of freezing point than that of cane
sugar which helps in a smoother and creamier texture of frozen food products.
Indian Dextrose Monohydrate market size, USD Millions
CAGR: 2019-24 CAGR: 2024-29
4.77% 5.74%
137.19
103.78
82.22
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Indian Dextrose monohydrate market was valued at USD 103.78 million in 2024 and is expected to grow at a
CAGR 5.74% till 2029.
217Indian Dextrose Monohydrate market size, Million tons
CAGR: 2019-24 CAGR: 2024-29
4.42% 5.24%
0.25
0.19
0.15
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Major players in dextrose monohydrate market are Cargill, Bluecraft Agro Private Limited, Gujarat Ambuja
Exports Limited, Sayaji Maize Products, Roquette and Sukhjit Starch and Chemicals Limited. Dextrose
monohydrate is available in packing of 25-50 Kg HDPE bags with the inner liner of LDPE which is heat sealed.
Indian Dextrose monohydrate market size, By application, 2024
0.19
million
30% 66% 4%
tons
FOOD & BEVERAGE PHARMACEUTICAL OTHERS
Source: Primary interactions, Frost & Sullivan
Strong demand from Food and beverage industry is fuelling the growth of market. It is used in bakery products
such as breads and buns to supply fermentable carbohydrates for raising the products. In biscuits, it is used as
sucrose replacement for cream fillings and fondants as it gives smooth texture to product. Dextrose monohydrate
is used extensively in confectionaries for sweetening and coating, chewing gum and bubble gum. It helps to
improve gloss and colour in gums. It also imparts whip ability and sweetness in nougat and marshmallow
applications. It is also used in frozen desserts to control ice crystal formation.
Dextrose monohydrate is also used in canned fruits and vegetables for controlling preserving and sweet
properties. It is also used for its high fermenting and low-calorie ability in alcoholic beverages.
In industrial applications, dextrose monohydrate is used to provide flow control and wrapping prevention in
adhesives. It is used as a plasticizer in various resin formulations. It also serves as feedstock for chemical or
microbiological oxidation to gluconic acid. Some of other uses of dextrose monohydrate are - metal treatment,
leather manufacturing, and dye applications.
218Indian Dextrose monohydrate market size, By geography, 2024
Source: Primary interactions, Frost & Sullivan
Dextrose anhydrous is also known as Maize sugar anhydrous or Anhydrous sugar. It is purified and crystallized
D-glucose which is directly absorbed into blood. It is colourless, odourless white powder which has a glycaemic
index close to 100%. It is less sweet than cane sugar, soluble in water and partially soluble in alcohol.
The Indian Dextrose Anhydrous market was valued at valued at USD 78 million in 2024 and is expected to grow
at 3.64% to reach USD 93.2 million by 2029.
219Indian Dextrose anhydrous market size, USD Million
CAGR: 2019-24 CAGR: 2024-29
2.78% 3.64%
93.21
77.96
67.98
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Indian Dextrose anhydrous market size, Million tons
CAGR: 2019-24 CAGR: 2024-29
2.40% 3.54%
0.20
0.17
0.15
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Sukhjit Starch and Chemicals Limited, Gujarat Ambuja Exports Limited, Sayaji Maize Products and Tirupathi
Starch & Chemical Limited are some of the major producers of Dextrose Anhydrous. They offer the product in
25-50 Kg HDPE bags with the inner liner of LDPE as well as 25 kg Kraft Multiply Paper Bags.
Indian Dextrose anhydrous market size, By application, 2024
0.17
million
30% 63% 7%
tons
FOOD & BEVERAGE PHARMACEUTICAL OTHERS (Leather)
Source: Industry sources, Frost & Sullivan
Dextrose Anhydrous can be used in a wide variety of industries including pharmaceutical, food and beverage
products and animal feed. In food industries, dextrose anhydrous can be used as sweetener in candies, gums,
baked goods, ice-creams, frozen yogurts, canned foods, cured meats etc. It is also used in energy drinks, low
calorie beer products to reduce source of calories.
220Dextrose Anhydrous has major application in pharmaceutical industry. It is used for oral ingestion for enhancing
nutrition in patients. It is also widely used in human infusion and injection. It is also used as fillers, diluents &
binders for tablets, capsules, and sachets. Another application of dextrose anhydrous is in formulation of Skin
care products, bath products, cleansing products, eye makeup, and hair care products in Cosmetic industry
Indian Dextrose anhydrous market size, By geography, 2024
Source: Primary interactions, Frost & Sullivan
IV. Indian Sorbitol market
The Indian sorbitol market was valued at USD 64.6 million in 2024 and is expected to grow at 4.55% to reach
USD 80.7 million by 2029. Sorbitol’s features such as its plasticity, viscosity, moisture retention and its
chelating property makes it suitable ingredient for applications ranging from food to personal care products. It
is also used as bulking, cooling and texturizing agent, low calorie sweetener, humectant and stabilizer.
Indian Sorbitol market size, USD Million
CAGR: 2019-24 CAGR: 2024-29
3.84% 4.55%
80.72
64.62
53.51
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
221Indian Sorbitol market size, Million tons
CAGR: 2019-24 CAGR: 2024-29
4.43% 3.15%
0.130
0.110
0.090
2019 2024 2029F
Source: Industry sources, Frost & Sullivan
Indian Liquid Sorbitol market size, By application, 2024
0.11
million
15% 21% 5% 59%
tons
FOOD & BEVERAGE PHARMACEUTICAL PAPER OTHERS
* Others include Animal Feed, FMCG, Cosmetics
Source: Industry sources, Frost & Sullivan
Sorbitol is used in cosmetics and all the oral care products which include toothpaste, mouthwash, ointments,
creams, lotions, shampoo and shaving creams. Companies such as Unilever, Patanjali, Wipro, and Colgate are
the major end use consumers for sorbitol. It is also used in papers, explosives, tobacco, and mortar & concrete
industry to some extent.
Candies, pastries, low or no sugar chocolates, chewing gums, ice-creams, jams, energy drinks, cakes and
enzymes also have sorbitol as its ingredient. Soft gel capsules, suspensions and liquid syrups also use sorbitol.
Sorbitol is used in Industrial applications for alkyd Resins, Melamine & Phenolic Resins, Polyether Polyols for
Rigid Polyurethane Foams, Vitamin ‘C’ and Sorbitol (D-Glucitol) Esters.
222Indian Liquid Sorbitol market size, By geography, 2024
Source: Primary interactions, Frost & Sullivan
Major players in sorbitol market in India are companies such as Gujarat Ambuja Exports Limited, Gulshan
Polyols Limited, Bluecraft Agro Private Limited, Kasyap Sweeteners Limited, and Sukhjit Starch and Chemicals
Limited. Some companies also produce sorbitol in crystalline and non-crystalline grade which have same
appearance – clear, colourless, syrupy liquid but vary in D-glucitol content, i.e., 72% to 92% in non-crystalline
grades and 92% to 100% in crystalline grade.
Indian is also an exporter of sorbitol, and it is exported in 270- 300 Kgs HM HDPE drums, Flexitank and IBC
tankers. 300 kg HM HDPE barrels, 1 MT IBC and in ISO Tanks for domestic supplies.
Competitive Landscape
Indian Maize milling industry- Competitive landscape
Indian Maize starch market is expected to reach a volume of 9.62 million tons by 2029 and is expected to grow
at a CAGR of 4.77 % during 2024-2029. The major drivers for growth in the sector includes abundant
availability of the raw material in India (domestic production of 42.28 Million Tons in 2024-25, and end use
industries including food and beverage, pharmaceutical, animal feed, textile, and paper industries with the Food
& Beverage category being the largest end use industry.
The Indian maize starch market has expanded significantly in the last decade due to rapid industrialization,
growing population, relatively young demographic, urbanisation and rising disposable incomes. The supply and
demand of maize from different end use industries has a significant impact on the Indian maize processing
business. The consumption of maize is expected to exceed its supply due to its growing usage in the
manufacturing of ethanol. India's push to increase the ethanol content in gasoline 20% by 2025-26 has driven
up the demand for maize-based ethanol. According to India's Department of Agriculture, maize prices are
expected to increase in the near future. The growth of the maize processing sector in India is largely driven by
the growing demand for maize for industrial purposes. Concurrently, the cost of downstream products like maize
starch & its derivative products is also rising. Long-term investment in a maize processing facility is profitable
when the manufacturers target domestic as well as export market. In addition, presence of processing facility
near the cultivation belts in India will be added advantage for the manufacturer.
Maize starch industry is highly competitive, with large number of players in organized (20-25 players) as well
as unorganized sector. Medium to Large players is present in starch, derivatives, and other value-added
segments.
Indian maize starch manufacturing companies are currently investing in state of the art manufacturing facilities
and charting out expansion plans to cater domestic as well as global demand. Maize milling plants of Regaal
Resources Limited (1), Cargill (1), Gujarat Ambuja Exports Limited (2) and Roquette (3) have zero liquid
discharge, wherein the plant discharges no liquid effluent into surface waters, in effect eliminating the
environmental pollution associated with treatment and making it more ESG friendly.
223Major Indian Players in Indian Maize Milling industry
Gujarat Sukhjit Sanstar Paramesu
Indian Maize Bluecraft Gulshan Regaal
Ambuja Starch and Limited Biotech
Starch producing Agro Private Polyols Resources Roquette*
Export Chemicals
companies Limited Limited * Limited
Limited Limited
Year of 2005 2011
2016 1991 1981 2016 2010 1943
Establishment
Plant location Andhra Gujarat (1), UP (1), Bihar (1) Karnataka Punjab (1), Gujarat (1), Andhra
Pradesh (1), Maharashtra Gujarat (1) (1), Gujarat Telangana Maharashtra Pradesh (1)
Telangana (1), (1), (1), (1), (1)
Haryana (1) Karnataka Uttara-khand WB (1),
(1), (1) Himachal
Uttarakhand Pradesh (1)
(1),
West Bengal
(1)
Installed Maize 1,675 4,000*** 600* 750 2,720* 1,600 1,100** 800
milling Capacities
(TPD)
Capacity 7 8% (FY24) 90% (FY24, Not 99.74% Not 80% (FY 23) 86.2% 93.09% (FY
Utilization, % F Y23, FY22) Available (FY25) Available for 8 0% (FY 22) (FY24), 24)
for last 3 94.70% last 3 fiscal 87.9% 94.58% (FY
f iscal years (FY24) y ears (FY23), 23)
96.59% 78.2% 91.76% (FY
(FY23) (FY22) 22)
Product Mix Native Starch, Maize Maize Starch, Maize starch, Maize Starch, Starch,
Modified Starch, Starch, Dextrins, Liquid and Starch, Dextrin, high Maltodextrin,
Starch, Liquid Liquid Maize powdered Liquid maltose Liquid
Sorbitol, Glucose, Glucose, Flour, Icing glucose, Glucose, maize syrup, Glucose,
Maltodextrin, Dextrose Sorbitol, Sugar, Modified Dextrose dextrose Dextrin’s,
Coproducts MonohydrateFructose Baking starches, Monohydrate monohydrate Pre-
, Dextrose syrup Powder, Glucose D, , Dextrose , gelatinized
Anhydrous, Custard Dextrose Anhydrous, maltodextrin, starch, Thin
Sorbitol, Powder, Co MonohydrateSorbitol, sorbitol, and Boiled Starch,
Maltodextrin, products , Maltodextrin, co-products. Cationic
Dextrin Maltodextrin, High Maltose Starch,
High Maltose Maize Syrup Oxidized
Maize syrup, Starch, Spray
and Dextrose Starch, Co
syrup products
No of employees 500+ 2590+ 526 469 NA 1250+ 271+ 366
QUALITY Good Halal India, ISO ISO NA FSSC 22000, ISO ISO
CERTIFICATION Manufacturin BRC Food 9001:2015, 9001:2015, Certification 9001:2015, 9001:2015,
S g practice, Certification, ISO22000, ISO (SGS), HACCP and ISO
HACCP, FSSC 22000, BRC 14001:2015 ISO 9001: FSSAI 14000:2015,
FSSAI GMP+, Global, , ISO 2015, Halal certifications ISO
Kosher Standard 22000:2018 India, Food a 22000:2018,
check, Sedex, OHSAS , ISO safety system ISO
Non- GMO 18001,Hala 45001:2018 Certification 45001:2018,
Standards, l India , FSSAI, (SGS), FSSAI,
Majelis Halal India, ISO 9001: HALAL,
Ulama- LEI, IEM, 2015, Halal Kosher
Indonesia One Star India certificate for
Export -High Maltose
House Corn Syrup,
Maize starch
powder,
Liquid
Glucose,
Maltodextrin
Powder,
White
Dextrin, Halal
Indonesia,
Certification
of compliance
-Good
Manufacturin
g Practice by
Quality
224Gujarat Sukhjit Sanstar Paramesu
Indian Maize Bluecraft Gulshan Regaal
Ambuja Starch and Limited Biotech
Starch producing Agro Private Polyols Resources Roquette*
Export Chemicals
companies Limited Limited * Limited
Limited Limited
verification
registrar-
Registration
No : DAAS-
PAL-000229
Expansion plans Plan to The The company Company
increase company is has been plans to
capacity by planning is focused on establish a
2000 TPD un to reach expanding new facility in
the next two 1,650 TPD this capacity, Madhya
years with a recent Pradesh with
increase from maize milling
1,600 TPD to capacities of
2,000 TPD 1200 TPD
*Data provided for capacity is given on the basis of credit rating reports and discussions with industry stakeholders.
# Based on press release of Care Edge Ratings
**Expected to reach 2,100 MT by July 2025 (D._CRR_Sanstar_Limited.pdf)
***Expected to reach 6,000 MT by next 2 years (202501130152_Gujarat_Ambuja_Exports_Limited.pdf)
Source: Company Websites and Secondary sources
225Key Players in Indian Maize Starch Industry
Indian Maize Starch producing companies Installed Maize milling % Market Share
Capacities, TPD
Gujarat Ambuja Exports Limited 4,000 20.50%
Roquette * 2,720 13.94%
Sukhjit Starch and Chemicals Limited 1,600 8.20%
Bluecraft Agro Private Limited 1,675 8.58%
Sanstar Limited 1,100 5.64%
Sayaji Maize Products 1,000 5.12%
Cargill* 800 4.10%
Paramesu Biotech Limited 800 4.10%
Regaal Resources Limited 750 3.84%
Universal Starch- Chem Allied Limited 750 3.84%
Gulshan Polyols Limited* 600 3.07%
ShreeGluco Biotech* 600 3.07%
Sahyadri Starch & Industries Private 600 3.07%
Limited
Kasyap Sweeteners Limited* 420 2.15%
Rajaram Maize Products Private Limited* 300 1.54%
Everest Starch Private Limited* 300 1.54%
Santosh Limited 300 1.54%
Others 1,200 6.15%
* These companies have not published the capacities, and the data provided is given on the basis of credit rating reports and
discussions with industry stakeholders.
Source: Company Annual Reports, Secondary sources, Frost & Sullivan
Overview of financial performance of key players
Key Financial Indicators of Indian Maize based Speciality Products and Ingredient Solutions Players
Revenue
Parameters Revenue, INR Mn
CAGR
Company name/ Year 2023 2024 2025 2023-2025
Gujarat Ambuja Exports
Limited (Maize Processing 49,089.90 49,267.00 46,125.80 -3.07%
revenue)
Gulshan Polyols Limited 11,797.30 13,779.76
20,196.77 30.84%
(Starch revenues)
Sanstar Limited 12,050.67 10,672.71 9,534.23 -11.05%
Sukhjit Starch & Chemicals
Limited- Revenue from Starch 14,465.72 13,753.45 14,979.50 1.76%
& Derivative
Tirupati Starch & Chemicals
3,642.15 3,061.15 3,862.25 2.98%
Limited
226Revenue
Parameters Revenue, INR Mn
CAGR
Company name/ Year 2023 2024 2025 2023-2025
Universal Starch-chem Allied
5,157.57 5,271.32 4,908.91 -2.44%
Limited
Regaal Resources Limited 4,879.55 6,000.23 9,151.61 36.95%
Source: Annual Reports, Money control, Frost & Sullivan research
Key Financial Indicators of Indian Maize Based Speciality Products & Ingredient Solutions Players
Parameters PAT (INR Mn) PAT Margin (%)
Company name/
2023 2024 2025 2023 2024 2025
Year
Gujarat Ambuja
3,301.00 3,458.70 2,492.50 6.62% 6.82% 5.31%
Exports Limited
Gulshan Polyols
451.82 177.58 246.66 3.81% 1.28% 1.22%
Limited
Sanstar Limited 418.05 667.67 437.98 3.46% 6.17% 4.51%
Sukhjit Starch & 3.61%
633.61 499.58 399.50
4.37% 2.65%
Chemicals Limited
Tirupati Starch &
65.69 21.95 5.52
1.80% 0.72% 0.14%
Chemicals Limited
Universal Starch-
59.02 69.85 32.12
1.14% 1.32% 0.65%
chem Allied Limited
Regaal Resources
167.58 221.42 476.68 3.43% 3.68% 5.19%
Limited
Source: Annual Reports, Money control, Frost & Sullivan Research
227Key Financial Indicators of Indian Maize Based Speciality Products and Ingredient Solutions Players
Parameters EBITDA EBITDA Margin (%)
Company name/
2023 2024 2025 2023 2024 2025
Year
Gujarat Ambuja
4,750.40 4,423.70 4,009.70 9.68% 8.98% 8.69%
Exports Limited
Gulshan Polyols
879.98 580.77 953.56 7.46% 4.21% 4.72%
Limited
Sanstar Limited 724.47 981.41 559.77 6.01% 9.20% 5.87%
Sukhjit Starch &
1,470.90 1,280.22 1,116.90
10.17% 9.31% 7.46%
Chemicals Limited
Tirupati Starch &
210.23 206.12 69.26
5.77% 6.73% 1.79%
Chemicals Limited
Universal Starch-
174.01 201.15 183.60
3.37% 3.82% 3.74%
chem Allied Limited
Regaal Resources
8.34% 9.39%
Limited 406.73 563.65 1,127.90 12.32%
Source: Annual Reports, Money control, Frost & Sullivan Research
Key Financial Indicators of Indian Maize Based Speciality Products and Ingredient Solutions Players
Parameters Debt/Equity
Company name/ Year 2023 2024 2025
Gujarat Ambuja Exports Limited 0.09 0.07 0.07
Gulshan Polyols Limited 0.43 0.59 0.64
Sanstar Limited 0.60 0.50 0.04
Sukhjit Starch & Chemicals Limited 0.69 0.65 0.52
Tirupati Starch & Chemicals
1.95 2.86 2.23
Limited
Universal Starch-chem Allied
1.11 0.93 0.94
Limited
Regaal Resources Limited 1.68 2.65 2.08
Source: Annual Reports, Money control, Frost & Sullivan Research
228Financial parameters for peers till March 31, 2025
Universal
Gujarat Sukhjit Tirupati
Key Regaal Sanstar Gulshan Starch
Ambuja Starch and Starch &
Performance Resources Limited Polyols Chem
Exports Chemicals Chemicals
Indic ators Limited Limited Allied
Limited Limited Ltd.
Limited
Revenue from 4,908.91
Operations, 9,151.61 9,534.23 46,125.80 20,196.77 14,979.50 3,862.25
INR Mn
32.12
PAT, INR Mn 476.68 437.98 2,492.50 246.66 399.50 5.52
0.65%
PAT Margin
5.19% 4.51% 5.31% 1.22% 2.65% 0.14%
(%)
183.60
EBITDA 1,127.90 559.77 4,009.70 953.56 1,116.90 69.26
3.74%
EBITDA
12.32% 5.87% 8.69% 4.72% 7.46% 1.79%
Margin
0.94
Debt/Equity
2.08 0.04 0.07 0.64 0.52 2.23
Ratio
Source: Annual Reports, Money control, Frost & Sullivan research
229Critical Success factors for Maize Milling Industry
a) Robust Financials
Having strong financials from the ongoing operations is must for being successful in maize starch industry. This
comes with strong customer base and quality driven diversified product portfolio.
Gujarat Ambuja Exports Limited’s (GAEL) EBITDA margin was 8.69% in FY 2025.
Regaal Resources Limited is the 2nd largest maize processor in Eastern Indian with its state-of-the-art starch
manufacturing facility. Regaal Resources Limited is amongst the top 10 largest maize milling companies in
terms of crushing capacity in India with a total installed crushing capacity of 750 TPD. It is first & only plant
in Bihar. Company engaged in manufacturing of Starch, Dextrins, Gluten, Germ and Fiber & Value-Added
Products- baking powder, custard powder, maize flour, and icing sugar. Their products cater to wide range of
end use industries. The Company has reported INR 9,151.61 million in FY25 from INR 4,879.55 million in
FY23. With revenue growing at a CAGR of 36.95% between Fiscal 2023 and Fiscal 2025, Regaal is one of the
fastest growing (among the identified peers in report) maize-based speciality products manufacturers in India.
b) Strong Future growth backed by Capacity Expansion and Addition of Derivatives
Maize milling industry in India is undergoing capacity expansion owing to high domestic as well as international
demand. GAEL is expanding its maize processing capacity by 2,000 TPD in the next two years. Players including
Paramesu Biotech has also planned to expand their capacities.
Regaal Resources Limited is also diversifying its product portfolio by adding products such as Maltodextrin
powder, Liquid glucose, DMH (Dextrose Monohydrate) & DAH (Dextrose Anhydrous) in the product pipeline.
Regaal Resources Limited has value added products including Baking Powder, Custard Powder, Maize Flour,
and Icing Sugar in its product portfolio. Company is also exploring new opportunities vertical and horizontal
integration. Also, Regaal Resources Limited is working on improving buying and selling efficiency by procuring
maize directly from farmers and selling its products directly to the companies bypassing traders.
c) Experienced Promoters with a Team of Industry Veterans
Maize Starch industry is thriving currently based on Experienced Promoters with capable technical team that is
driving the Organised players to continue their growth trajectory.
Promoter Dr CK Jain of Gulshan Polyols have close to four decades experience in maize milling industry.
Kasyap Family of Kashyap Sweetener’s is in maize milling business since 1986 giving company leverage of
experience. Promoter of Rajaram Maize Products - Gupta Family is in business from 1966. The market position
of Sukhjit Starch and Chemicals Limited is supported by extensive industry experience of key promoters,
Sardana family, and the company’s vintage in the industry.
Regaal Resources Limited’s promoters, Mr Anil Kishorepuria and Mr Karan Kishorepuria combined have close
to three decades of experience in the manufacturing, retail, real estate, and trading industry giving them the
understanding of market dynamics. Also, this has helped them to establish working relationships with suppliers
and customers. Managing Director, Mr Anil Kishorepuria has 25+ years of experience in manufacturing, real
estate, retail and trading industry and has been instrumental in setting up the first & only maize milling unit in
Bihar. Regaal Resources Limited have a competent and resourceful team which comprises of Mr Karan
Kishorepuria- Director, Saikat Chatterjee - Chief Financial Officer and Rohan Kishorepuria - Vice President,
Sales. Regaal Resources Limited had set up its Starch Manufacturing plant in 2017 and the Commercial
Production commenced in September 2018. But because of Promoters’ business acumen they were able to do
quickly ramp up the plant operations.
d) Proximity to Raw Material Catchment and First Mover Advantage
Entire business for Maize milling is based on efficient procurement of maize in terms of price and quality.
Availability of maize is a challenge, as maize has other uses such as Ethanol production and Animal Feed. As
maize is a seasonal crop, it needs to be stocked to ensure continuous supply to maize milling units for entire
year. Located in close proximity to maize growing regions would help companies to procure maize more
efficiently. Companies can also buy directly from farmers thereby saving on the commissions given to
middlemen.
GAEL has strong in-house purchase and procurement system. Raw material price fluctuations are mitigated
through timely procurements which is in commensurate with Export orders of the company. Company has
strategically located plant in Gujarat, Uttarakhand, Karnataka, Maharashtra and West Bengal which are in close
proximity to maize growing clusters.
230Maize milling facilities for Sukhjit Starch and Chemical products are strategically located across North, South
and East regions of India which are in proximity to source the key raw material. Further, different weather
conditions in stated regions allow steady procurement of maize throughout the year at competitive prices,
providing additional edge to company.
Regaal Resources Limited ’s maize milling unit is strategically located in Kishanganj, Bihar which is maize
growing belt of the region thus ensuring good supply of the key raw material to the company. The company also
benefits from lower raw material procurement costs by directly purchasing maize from farmers thereby
eliminating middlemen (wholesale traders). Regaal Resources Limited also procures maize from the Gulabbagh
‘mandi’, one of India’s largest maize markets. Gulabbagh ‘mandi’ is in Purnia district of Bihar and is located a
distance of 110 km from Regaal Resources Limited’s manufacturing facility. Thus, logistics cost is also reduced,
and company has access to abundant quantities of high-quality maize at competitive prices.
Company also procures a significant percentage of maize from wholesale traders and agri-distribution
companies thus diversifying source of maize ensuring that company is not overly dependent on any one source
and we are able to negotiate the best available rates.
It is also the closest located unit in north-eastern states, giving a geographical edge over others in the market.
Regaal’s Manufacturing Facility is also strategically located 21 Km from the Bengal border which is also a key
area for maize cultivation and 209 Km from Assam border.
Regaal Resources Limited is the only company to have maize milling plant located in Bihar and thus it reaps
benefit of increased customer loyalty within north-eastern belt. It also receives 100% Interest subsidy (up to
20Cr) and interest capping of 10% on every subsequent expansion and 100% exemption on State GST by Bihar
government. Also, Bihar’s labour rate is one of the lowest in country.
At present Gujarat Ambuja Exports Limited has largest maize milling capacity ~1,200 TPD setup in Malda,
West Bengal which got operational from April 2023. Regaal Resources Limited is the second largest player in
east region with maize milling capacity of ~750 TPD and amongst the top 10 largest maize milling companies
in terms of capacity in India. Sukhjit Starch and Chemicals Limited has the third largest capacities (~450 TPD)
in eastern zone.
e) Proximity to Major Maize Starch Importing Countries
Proximity to Export destinations and ports is added advantage to maize starch and derivatives producing
companies as it saves transportation cost to company. GAEL has strategic advantage as its plants are close to
ports which aid in exporting.
Regaal Resources Limited’s plant in Bihar is in close proximity to countries like Nepal and Bangladesh which
are the major importers for starch. Maize milling plant of Regaal Resources Limited is 235 kms from Bangladesh
border, & only 24 kms from Nepal border (Kakarbhitta).
231Maize Starch Exported by India, Metric Tons, CY
Note: HS code 110812
Source: Trademap, Frost & Sullivan
Companies in the East zone will also reap the benefits of the newly developed Inland Container Depot (ICD)
developed in Siliguri, which is a first of its kind facility for domestic and international cargo movement in the
region. This ICD is only 45-50 kms from Regaal Resources Limited’s plant location which will help exports to
Nepal and Bhutan.
232Proximity of East India plants to starch importing nations
Inland
Container
Depot
(ICD)
Regaal
24 kms
Resources W
Limited Bangladesh
235 kms
750 TPD
Kishanganj Gujarat Ambuja
Exports Limited
Malda 1200 TPD
Sukhjit Starch
Kolkata
and Chemicals
Rajnandgaon
Limited
Malaysia
450 TPD
Rajaram Maize
Sarada Starch & chemicals
Products Private Indonesia
Private Limited
Limited
370 TPD 370 TPD
Source: Trademap, Frost & Sullivan
Raw Material Assessment
Raw Material- Maize
Maize is one of the major cereal crops grown in India. Production has increased at CAGR 7.2% from 2019 to
2025. Rising domestic demand for industrial usage and poultry feed may outstrip the domestic maize cultivation
in the near future.
Maize is crucial to India’s agribusiness value chain. Along with its importance as a foodgrain, maize is also
important for biofuel as well as animal feed industry. Due to demand from multiple end industries, supply-
demand dynamics plays a major role. The sowing and harvesting seasons have a significant impact on supply
and demand for maize. During the months of March to May and September to December, maize harvesting in
India is at its peak and purchase of maize usually takes place during such months for stocking purposes.
Feed mills and Poultry farms often hold stock for 30 to 60 days, depending on their mill capacities, financial
stability, and receivables cycle. Maize starch millers stock maize for 3- 5 months. Purchase of maize usually
happens during peak arrival season at low prices for stocking purposes. The inventory is maintained to tide over
the peak price months, and buying for regular requirement continues in parallel. Trading companies normally
enter into forward trade agreements with consumers (mills, poultry farms) and purchase the grain during peak
arrival season. These holding patterns, along with the seasonality of planting and harvesting, have a significant
impact on the supply-demand dynamics of maize.
Furthermore, maize prices are volatile, which leaves the manufacturer for Maize Starch with limited pricing power
in maize-based commodity products like starch powder.
233Due to rising consumer demand and limited domestic supply, India is likely to continue importing smaller
quantities of food grade maize for the food processing industry.
Maize Import, India, CY 2019 – CY 2024
Value, USD Million Volume, Million Tons
234.8
0.895
76.5 0.312
64.7 0.232
14.2 11.6 8.0 0.024 0.017 0.011
2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024
Maize Export, India, CY 2019 – CY 2024
Volume, Million Tons
Value, USD Million
3.616
1118.3
3.487
935.6
2.310
702.6
1.767
389.3
143.9 185.9 0.379 0.501
2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024
Source – Trademap, Frost & Sullivan Analysis
India's Export Partners for Maize, 2024
234Note: HS code: 1005
Source: Trademap; Frost & Sullivan
Nutritional Value and Quality of maize - Maize quality standards and specifications are important because they
safeguard safety, nutritional value, and the worth of maize in the market. The general appearance of maize serves
as a gauge of its quality. If some of the grains are compromised by insects or rodents, are stained, mouldy,
fractured, or contaminated by non-grain material of either organic or inorganic origin, the quality of the crop
declines.
The starch in most maize hybrids is composed of about 70–80% amylopectin and 20–30% amylose.
Understanding the hardness and texture of maize is crucial for commercial milling processes as starch is the
most prevalent component in maize. Maize kernel contains roughly 65-75% starch (dry basis). In addition to
providing energy, starch acts as a source of sugar for the developing germ during germination. Maize can be
prepared in a variety of ways for use as an energy source for animals (including humans), including cracking or
milling it before cooking it into a variety of food dishes.
Starch in Maize has amylopectin up to 75% as its major component. It varies between 70% and 80% in normal
maize, but a genetic variation in the starch synthesis can have starch composed of 100% amylopectin, sometimes
called waxy maize. Another 25% of starch is made of amylose.
Currently Indian Maize millers are facing challenge of procuring good quality maize at competitive price. One
aspect of this is export of good quality maize and other is trader’s urgency to procure maize from farmers which
may lead to negligence in post-harvest activities particularly drying.
Also, the boost given by the Government for Ethanol production may lead to further challenges in procuring
Maize for Starch manufacturing.
Fuel and other consumables used in Maize processing industry
Coal is used as primary source of fuel for maize milling plants. It is traditionally purchased from traders.
According to industry sources, 1 MT of Indian coal can generate 4-4.5 MT of steam whereas 1 MT of imported
coal generates 5-6 MT of steam. Prices for high calorific value coal ranged between Rs 8-15/kg. Low calorific
value is priced at Rs 3.7- 7/ kg.
As an alternative to coal, use of husk is also increasing in Maize milling plants. It is one of the most abundant
and affordable renewable sources for producing starch and derivatives. According to industry sources, 1 MT of
husk would produce 3-3.5 MT of steam. There are various husks available in market – Soya husk, Groundnut
husk, Rice husk, and Mustard husk. Husk prices normally range from Rs 3-10/kg. Rice husk costs range between
Rs 6-10/Kg. Rice husk is preferred as fuel because of its abundant availability, and it contains up to 30-50% of
organic carbon which has high calorific value of 13-16 MJ per kg. Rice husk is purchased from miller or traders
with the moisture content of 13-15%. Husk can be used after size reduction in the form of pellets and briquettes.
235Companies are shifting towards green energy, and the use of husk has been increasing as it is environmentally
friendly and cost-effective.
Profile of Regaal Resources Limited
Based in India, Regaal Resources Limited is engaged in the business of manufacturing of maize based speciality
products which includes native maize starch, modified starch, value added products, and co-products such as
maize germ, maize fiber, enriched fiber, maize gluten, and Maize Steep Liquor.
Company’s Chairman & Managing Director– Mr. Anil Kishorepuria is a second-generation entrepreneur with
25+ years of experience in the manufacturing, real estate, retail and trading industry.
The Company was founded in 2016, and production started in 2018. Since then, it has grown rapidly, increasing
its capacity from 180 TPD to over 750 TPD of crushing per day. The company has continuously improved and
upgraded the manufacturing plant and enhanced and streamlined wet milling processes which is also reflected
in high levels of capacity utilization.
The Company is one of the largest manufacturers of maize based specialty products in India in terms of crushing
capacity with a total installed crushing capacity of 750 TPD. The Company is the second largest manufacturers
of maize based specialty products in Eastern India with maize milling capacity of ~750 TPD.
The company has strategically situated manufacturing facility encompassing 54.03 acres in Kishanganj, Bihar,
one of India's major hubs for maize cultivation, and has its headquarters is in Kolkata, West Bengal.
Products manufactured by Regaal Resources Limited are used in the paper, pharmaceutical, food, textile, animal
feed, and many other industries. The company, which holds ISO certification, aims to provide the highest
quality products to consumers both domestically and internationally.
Regaal Resources Limited’s main products include- Native Maize Starch, Modified starch- White Dextrin &
Yellow Dextrin, Maize flour, Baking Powder, Custard Powder, Icing Sugar, maize germ, maize fiber, enriched
fiber, maize gluten, and Maize Steep Liquor. Native Starch is the underlying ingredient of Regaal’s Speciality
products & ingredient solutions. The Company’s Speciality products and ingredients solutions add taste, texture,
nutrients and increased functionality to:
(a) Foods as ingredients, thickening agents, stabilizers, sweeteners, emulsifiers and additives (in bakery
products), confectionery, pastas, soups, ketchups, sauces, creams, deserts amongst others)
(b) Animal nutrition products as nutritional ingredients
(c) Paper industry to improve bonding strength of paper and paperboards; and
(d) Other Industrial Products as disintegrants, excipients, supplements, coating agents, binders, smoothing &
flattering agents, finishing agents, among others.
The organization has been named as "Great Place to Work" and consistently strives to give each team member
access to the greatest resources and chances for both professional and personal development.
The Company believes that sustainability is a very important factor for any business, especially those that are to
be future proof. Company’s manufacturing facility is one of the few maize wet milling facilities in India with a
Zero Liquid Discharge (ZLD) Unit upholding sustainability measures in the maize wet milling industry. This
leads to environmental protection as ZLD systems prevent liquid waste from contaminating water sources,
which helps maintain the balance of ecosystems. ZLD system also recycles water reducing the need to acquire
water from local sources. ZLD systems also lead to reducing of environmental impact of industries. In an effort
to be more sustainable, the company recycles as much water as it can with its own Effluent Treatment facility
(ETP), Zero Liquid Discharge (ZLD) unit, and Reverse Osmosis (RO) facility.
Company is self-reliant in terms of power as they are producing their own captive power using a boiler and
turbine. Company’s manufacturing facility possesses a significant and valuable resource—an abundance of
groundwater as they are located 5.2 Km from the Mechi River. The Company also usually uses renewable energy
sources, such as rice husk, for the majority of the year. Regaal’s manufacturing facility is located near National
Highway 327E & is very well connected, with Bagdogra airport at 35.7 Km and Thakurganj Railway Station at
9.6 Km from the facility.
The Company has built 4 silos each with a total storage capacity of 10,000 metric tons i.e. an aggregate of 40,000
MT. Additionally, Company also has a 138,747 square feet raw material warehouses which is capable of storing
25,000 tons of maize which along with storage silos enables company to store an aggregate of 65,000 MT of
maize
236Company infuses steeping water with certain chemical additives (Sulphur bicarbonate) in the place of the
traditional Sulphur dioxide which reduces steeping time.
The company has an Air Handling Unit (AHU) for food-grade starches and an automated packing unit with
weatherproof loading docks. The Company's products are packaged in barrels, drums, PP, and FIBC.
SWOT Analysis
237OUR BUSINESS
To obtain a complete understanding of our business, prospective investors should read this section in conjunction
with ‘Risk Factors’, ‘Industry Overview’, ‘Financial Information’ and ‘Management’s Discussion and Analysis
of Financial Condition and Results of Operations’ on pages 36, 157, 315 and 382, respectively, as well as
financial and other information contained in this Red Herring Prospectus as a whole. Some of the information in
this section, including information with respect to our plans and strategies, contain forward-looking statements
that involve risks and uncertainties. You should read ‘Forward-Looking Statements’ on page 34 for a discussion
of the risks and uncertainties related to those statements. You should also read ‘Risk Factors’, ‘Financial
Statements’ and ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ on
pages 36, 315 and 382, respectively, for a discussion of certain factors that may affect our business, financial
condition or results of operations. Our actual results may differ materially from those expressed in or implied by
these forward-looking statements.
Our 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 Financial Information included in this Red Herring Prospectus. For further information, see
‘Financial Statements’ on page 315. We have, in this 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 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 Financial Information and other information relating to
our business and operations included in this Red Herring Prospectus.
Unless otherwise indicated, industry and market data used in this section has been derived from the ‘Industry
Report on Maize Starch and Derivative Products’ dated July 21, 2025 by Frost & Sullivan (F&S Report), see
“Risk Factors – Certain sections of this Red Herring Prospectus contain information from the report on our
industry titled ‘Industry Report On Maize Starch And Derivative Products’ on page 66. Unless otherwise
indicated, all industry and other related information derived from the F&S Report. A copy of the F&S Report is
available on the website of our Company at https://regaalresources.com/industry-report/.
OVERVIEW
According to F&S Report, we are one of the largest manufacturers of maize based specialty products in India, in
terms of crushing capacity, with a total installed crushing capacity of 750 tonnes per day (TPD). We manufacture:
(i) Native maize starch and modified starch - a plant-based natural starch that is produced from maize;
(ii) Co-products - includes gluten, germ, enriched fiber and fiber; and
(iii) Value added products - food grade starches such as maize flour, icing sugar, custard powder and
baking powder.
Our Company is headquartered in Kolkata and our manufacturing plant with zero liquid discharge (ZLD) maize
milling plant (Manufacturing Facility) spread across 54.03 acres is located in Kishanganj, Bihar. According to
F&S Report, we have strategically situated our plant in Bihar since it is one of India's major hubs for maize
cultivation. According to F&S Report, we are the first maize milling company to have established its plant in
Kishanganj district of Bihar which is the maize catchment area and has a bumper harvest in Rabi season (i.e. an
increase of in maize production from 91,680 MT in Fiscal 2023 to 417,511 MT in Fiscal 2024) which ensures
smooth supply of maize during the season. The strategic location of our Manufacturing Facility is heightened by
the proximity to our market for the sale of our products i.e., the East and North India, and according to F&S
Report, our key export markets i.e. Nepal and Bangladesh – the Nepal and Bangladesh borders are only 24 kms
and 235 kms by road from our Manufacturing Facility.
We cater to domestic and international customers across diverse industries including food products, paper, animal
feed, and adhesives. Our business model is structured around catering to 3 broad segments of customers viz.,
(i) Manufacturers of end products;
238(ii) Manufacturers of intermediate products; and
(iii) Distributors / Wholesale traders.
Some of our more prominent customers include Emami Paper Mills Limited, Manioca Food Products Private
Limited, Century Pulp & Paper, Kush Proteins Private Limited, Shri Guru Oil Industries, Mayank Cattle Food
Limited, Aarnav Sales Corporation, AMV Sales Corporation, Eco Tech Papers, Genus Paper Board Private
Limited, Krishna Tissues Private Limited, Maruti Papers Private Limited, and M/s Vasu and Sons.
Set out are details of our top 3, 5 and 10 customers, based on our Restated Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in % of Amount (in % of Amount (in % of
₹ million) Contract ₹ million) Contract ₹ million) Contract
Price* Price* Price*
Top 3 customers 1,522.06 16.80 1,238.45 20.71 1,389.63 28.87
Top 5 customers 2,468.82 27.26 1,913.95 32.00 1,902.19 39.51
Top 10 customers 4,117.38 45.46 3,009.27 50.32 2,653.10 55.11
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
We commenced our operations in 2018 with an installed capacity of 180 TPD. We have over the years augmented
our operations and undertaken multiple capacity expansions. In Fiscal 2025, we increased our capacity further
with the installation of a starch dryer. As on May 31, 2025, our installed crushing capacity was 750 TPD.
Our Manufacturing Facility also comprises large warehouses and 4 humidity-controlled storage silos of 10,000
MT each for storage of maize. As on May 31, 2025, we had an aggregate storage capacity of 65,000 tonnes of
maize. According to F&S Report, our Manufacturing Facility is one of the few maize wet milling facilities with
a Zero Liquid Discharge (ZLD) plants in India. For further details of our Manufacturing Facility and
manufacturing capacity, see ‘Strengths – Strategic locational advantage of our Manufacturing Facility close to
raw material and end consumption markets’ and ‘Sustainability driven Manufacturing Facility with high levels
of utilization’, on pages 243 and 246.
Set out below are details of our raw material storage capacity (in metric ton):
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
Silos 40,000 10,000 10,000
Warehouses 25,000 7,000 7,000
Total 65,000 17,000 17,000
We source maize directly from the cultivators, through aggregators, with whom we have long-standing
relationships and from traders in Bihar and West Bengal amongst other sources. According to F&S Report, we
are the only maize milling plant in Bihar. This gives us a significant competitive advantage. Establishing direct
relation with farmers ensures smooth supply of raw material and this direct procurement strategy also aids in
lowering procurement cost and getting access to good quality material. Diversifying our sources of maize ensures
that we are not overly dependent on any one source, we are able to negotiate the best available rates and have
access to an uninterrupted supply of raw material thereby enabling us to de-risk our supply chain.
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239Our products range may broadly be classified as set out in the schematic representation below.
Set out below are certain products in our portfolio and their applications.
Product Category Products* Applications*
Native Maize Starch Used in various industries, such as food and beverage,
pharmaceuticals, paper and packaging, textiles, adhesives, industrial
applications, and cosmetics.
Modified Starch Yellow Dextrin Derivative are used as binder in adhesive applications, widely used as
extenders in dyes and as a binder in abrasive industry, adhesive for
envelopes, corrugation, gummed labels, and tapes along with others.
White Dextrin Textile finishing and coating agent, thickening, and binding agent in
pharmaceuticals and paper coatings, stabilizing agent for certain
explosive metal azides.
Oxidized Starch Used for coating applications for their adhesion ability. It is used in
fabric and textile industry for yarn smoothing and flattering.
Co-products Germ It is mostly used in the production of feed supplements and the
extraction of maize oil.
Fiber It is used in production of ethanol, sweeteners and animal feed.
Maize steep liquor It is used as a feed additive for live stock and used in food
production of yeasts leavened dough products and beer.
Enriched maize fiber It is valuable source of energy for cattle and poultry.
Gluten It is used as feed additive in cattle diets as a source of energy and
protein.
Value added products Maize Flour Derivatives of maize flour are used in bakery industry to produce
breads, muffins, pancake mixes, infant foods, biscuits, wafers,
doughnuts, breakfast cereals along others. It is also used as filler,
binder and carrier in meat products.
Baking powder It is used in various industrial applications including baking and
cooking, metal polishing, water treatment, meat curing, personal care
products and pharmaceuticals.
240Product Category Products* Applications*
Custard powder The sauce produced using custard powder is used for the preparation
of cakes, puddings, ice-creams, sweet pies among other deserts. It
finds major application in making cookies and instant puddings.
Icing sugar It is used in preparation of bakery and confectionery products such as
cakes, chocolates, fudge among other desserts. It is also used in
frostings and coatings as it does not produce a grainy texture.
* Source: F&S Report
Set out below is a break-up of revenue from the sale of products across our bouquet of products during Fiscal
2025, Fiscal 2024, and Fiscal 2023, based on our Restated Financial Information.
Product Fiscal 2025 Fiscal 2024 Fiscal 2023
category Amount (in ₹ % of Amount (in ₹ % of Amount (in ₹ % of
million) Contract million) Contract million) Contract
Price* Price* Price*
Native maize 5,369.87 59.29 3,552.98 59.41 2,916.53 60.58
starch
Modified 45.11 0.50 46.12 0.77 26.18 0.54
Starch#
Co-products 1,973.46 21.78 1,272.93 21.28 1,258.48 26.14
Value added 143.67 1.59 28.86 0.48 18.45 0.38
products
Others## 1,525.49 16.84 1,079.72 18.06 594.32 12.36
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
# We commenced production of white dextrin in May 2022 and yellow dextrin in July 2022.
Co-products include gluten, germ, enriched fiber, and corn steep liquor.
##Others include traded maize
Native maize starch is the underlying ingredient of our speciality products and ingredient solutions. Our speciality
products and ingredient solutions are designed to add taste, texture, nutrients and increased functionality to:
(i) foods as ingredients, thickening agents, stabilizers, sweeteners, emulsifiers and additives (in bakery
products), confectionery, pastas, soups, ketchups, sauces, creams, deserts, amongst others);
(ii) animal nutrition products as nutritional ingredients;
(iii) paper industry to improve bonding strength of paper and paperboards; and
(iv) other industrial products as disintegrants, excipients, supplements, coating agents, binders, smoothing &
flattering agents, finishing agents, among others.
Our products are sold across various states in India directly to the end customers and through distributors and
dealer. We also have an FSSAI license. Our products are also sold overseas in countries such as Bangladesh,
Nepal, and Malaysia. Set out below are our revenue from operation from our domestic and export sales, based on
our Restated Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in % of Amount (in % of Amount (in % of
₹ million) contract ₹ million) contract ₹ million) contract
price * price * price *
Domestic 8,402.76 92.77 5,551.67 92.83 4,479.40 93.05
Export 654.84 7.23 428.94 7.17 334.56 6.95
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
* Contract price represents sale of products before deducting discounts and incentives but net of returns.
We have registered consistent growth across various financial parameters such as revenue from operations and
net worth, and operational parameters such as total installed capacity and the number of customers. Between Fiscal
2023 and Fiscal 2025, based on our Restated Financial Information, our revenue from operations have grown at a
CAGR of 36.95%. Some of our key performance indicators are set out below.
241Particulars Unit As on and for the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Financial KPI
Revenue from Operations(1) (in ₹ million) 9,151.61 6,000.23 4,879.55
Revenue from Operations % 36.95
CAGR (%)(2)
EBITDA(3) (in ₹ million) 1,127.90 563.65 406.73
EBITDA Margin (%)(4) % 12.32 9.39 8.34
PAT(5) (in ₹ million) 476.68 221.42 167.58
PAT Margin (%)(6) (%) 5.19 3.68 3.43
Total Borrowings(7) (in ₹ million) 5,070.48 3,572.13 1,889.32
Net worth(8) (in ₹ million) 2,354.10 1,266.09 1,044.11
Return on Equity (ROE) (%)(9) % 20.25 17.49 16.05
Return on Capital Employed % 14.17 10.07 10.99
(ROCE) (%)(10)
Debt to Equity Ratio(11) In times 2.08 2.65 1.68
Gross Block(12) (in ₹ million) 4,129.08 3,283.94 1,950.83
Addition to Property, Plant and (in ₹ million) 848.44 1,335.60 287.87
Equipment(13)
Fixed Assets Turnover In times 2.46 2.00 2.78
Ratio(14)
Cash Conversion Cycle(15) In days 93 79 43
Operational KPI
Total installed capacity in MT MT per day 750 650 370
per day (TPD)(16) (TPD)
No. of employees(17) Number 469 410 372
No. of customers(18) Number 261 195 182
Notes:
1. Revenue from Operations is the revenue from operations as per the Restated Financial Information.
2. Revenue from Operation CAGR (%) provides information regarding the growth of revenue from year ended March 31,
2023 to March 31, 2025.
3. EBITDA (₹ million) is calculated as restated profit before tax, plus finance costs, depreciation, and amortisation
expenses, minus other income.
4. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations, multiplied by 100.
5. PAT is the restated profit/ (loss) for the year after tax as per Restated Financial Information.
6. PAT Margin (%) is calculated as restated profit for the year divided by Total Income.
7. Total Borrowings represent sum of current and non-current borrowings.
8. Net Worth is 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 / fair value gain of Freehold land on transition to Ind AS of ₹ 80.98 million, and write
back of depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
9. Return on Equity (%) is calculated as PAT divided by net worth.
10. Return on Capital Employed (RoCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA
minus depreciation and amortisation expense and (ii) Capital employed means total equity + total current & non-current
borrowings minus cash and cash equivalents and other bank balances.
11. Debt to Equity Ratio is calculated as total borrowings divided by total equity.
12. Gross Block represents the gross value of all property plant and equipment as per Restated Financial Information.
24213. Addition to Property, Plant and Equipment represents the addition to the Gross Block in the period as per Restated
Financial Information.
14. Fixed Assets Turnover Ratio is calculated as revenue from operations for the year divided by net block of property, plant
and equipment.
15. Cash Conversion Cycle (in days) is calculated as inventory days plus trade receivable days minus trade payable days.
Inventory days are calculated as Inventory divided by cost of goods sold multiplied by 365 days. Trade receivable days
are calculated as Trade receivables divided by Revenue from operations multiplied by 365 days. Trade payable days are
calculated as Trade payable divided by cost of goods sold multiplied by 365 days.
16. Total installed capacity is the maize crushing capacity of our Company in metrics tonnes per day.
17. No. of employees is the aggregate number of employees employed during the year by our Company.
18. No. of customers is the aggregate customers served by our Company.
OUR COMPETITIVE STRENGTHS
We operate in a competitive industry and we rely on a number of factors to distinguish ourselves from our peers
and competitors. Some of the salient aspect of our competitive strengths are set out below.
Strategic locational advantage of our Manufacturing Facility close to raw material and end consumption
markets
We are strategically located in the heart of one of India’s largest maize growing hubs i.e. in Kishanganj district in
Bihar, which is one of the top 3 maize cultivating states in India. Our Manufacturing Facility is also strategically
located 21 Km from the West Bengal border which is also a key area for maize cultivation and 209 Km from
Assam border. According to F&S Report, in 2024-2025, the predominant maize growing states that contributed
more than 80% of the total maize production are Madhya Pradesh (15.87%), Karnataka (14.57%), Bihar (11.58%),
Maharashtra (11.52%), Telangana (7.12%), West Bengal (6.57%), Rajasthan (6.36%), Tamil Nadu (6.24%),
Andhra Pradesh (4.66%) and Uttar Pradesh (4.02%). According to F&S Report, Bihar and West Bengal are
traditional maize producing states in the country. The Seemanchal and Koshi regions of Bihar have become major
hubs for maize farming in recent years. Maize has replaced other crops as the main cash crop for farmers in the
Seemanchal districts of Bihar such as Purnea, Kishanganj, Araria, and Katihar.
According to F&S Report, harvesting window of Rabi maize in Bihar and West Bengal is unique as it does not
overlap with harvesting of maize in any other maize producing states hence it provides for an ‘Exclusive
Availability Window’ of maize crop.
This unique advantage is afforded to us due to the strategic location of our unit in Bihar is accentuated by the fact
that we are the only maize milling plant in Bihar, according to F&S Report. This ensures us a consistent supply
of our key raw material. According to F&S Report, we also benefit from lower logistics cost owing to the
proximity of our maize milling facility to the Gulabbagh ‘mandi’, one of India’s largest maize markets. Gulabbagh
‘mandi’ is located in Purnia district of Bihar and is located a distance of 110 km from our maize milling facility.
We, therefore, have access to abundant quantities of high quality maize at competitive prices.
243A further advantage of having a Manufacturing Facility in Bihar is the easy access to our key domestic and export
markets. Our Manufacturing Facility is located in East India, giving us a geographical edge over others in the
market. In addition, according to F&S Report, our Manufacturing Facility is in close proximity to countries like
Nepal and Bangladesh which are the major importers for starch. Set out below is a pictorial representation of the
maize starch exported by India.
Maize Starch Exported by India, Metric Tons, CY
Source: Trademap, Frost & Sullivan
The Bihar Industrial Investment Promotion Policy, 2016 (which was extended upto 2020 and then 2025) (BIIPP)
provides provisions for interest subvention to the eligible units with installed capacity of more than 100 TPD
including units for manufacturing starch and cattle and/or poultry feed on the term loan availed by the unit from
a bank/ financial institution registered by RBI/SEBI. According to F&S Report, under the BIIPP, (a) the interest
subvention of 10% or actual rate of interest on term loan, whichever is lower subject to maximum limit of ₹ 200
million; (b) 100% reimbursement against the admitted State GST for a period of 5 years from the date of
commencement of commercial production is given to starch manufacturers.
According to F&S Report, we also have abundant ground water for our manufacturing operations since our
Manufacturing Facility is located 5.2 Km from the Mechi River. This provides us with a reliable and sustainable
water source, which is a critical asset for maintaining continuous operations. Having plentiful groundwater onsite
reduces our reliance on external water supply systems, ensuring we can meet our water needs independently even
during periods of drought or municipal restrictions. This self-sufficiency is particularly advantageous for industrial
processes that require large volumes of water for cooling, cleaning, or production, as it helps to avoid costly
downtime and production delays caused by water shortages. Additionally, the availability of groundwater on our
property reduces operational costs associated with purchasing water and helps to mitigate risks related to rising
244water prices or supply disruptions. It offers a strategic advantage in maintaining business continuity while
supporting responsible water management practices.
Our Manufacturing Facility is located near National Highway 327E and is very well connected, with Bagdogra
airport at 35.7 Km and Thakurganj Railway Station at 9.6 Km from the facility. This enables easy connectivity
for people, supplies and end produce to and from the Manufacturing Facility. Moreover, according to F&S Report,
companies in East zone will also reap the benefits of newly developed Inland Container Depot (ICD) developed
in Siliguri, West Bengal, which is the first of its kind facility for domestic and international cargo movement in
the region. According to F&S Report, this ICD is only 45-50 kms from our Manufacturing Facility which will
help exports to Nepal and Bhutan.
Efficient procurement strategy aided by multifaceted raw material sourcing avenues
We have over the years honed our procurement strategy and managed to diversify our sourcing of our key raw
material i.e. maize from multiple sources. Our raw material sourcing strategy entails us procuring maize primarily
from the following sources:
1. Farmers / cultivators through aggregators;
2. Traders in Bihar and West Bengal; and
3. Agri-distribution companies.
Diversifying our sources of maize ensures that we are not overly dependent on any one source, we are able to
negotiate competitive rates and have steady supply of raw material. Set out in the table below is a break-up of our
maize procurement from different sources in Fiscal 2025, Fiscal 2024, and Fiscal 2023, based on our Restated
Financial Information:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of total Amount (in ₹ % of total Amount (in ₹ % of total
million) maize million) maize million) maize
procured procured procured
Traders 5,802.59 80.80 3,864.64 84.88 2,090.89 65.68
Farmers / 365.51 5.09 103.92 2.28 214.38 6.73
cultivators
through
aggregators
Agri-distribution 1,013.08 14.11 584.58 12.84 878.10 27.59
companies
Total 7,181.18 100.00 4,553.14 100.00 3,183.37 100.00
We primarily source our maize requirements from traders, the majority of whom are based in Bihar and West
Bengal. In addition to traders, we also procure maize from agri-distribution companies and directly from farmers
or cultivators through aggregators.
Around 5.09% of our total maize requirement was sourced directly from farmers / cultivators through aggregators
for the Fiscal 2025. We have succeeded in establishing a strong relationship with the farmers/ cultivators in the
vicinity of our Manufacturing Facility. We also have an initiative viz., Regaal Kissan Maitri, to ensure better
brand recall. Through this initiative we organise awareness visits in neighbouring villages, hold annual
interactions with the farmers at our Manufacturing Facility etc. We have created an animation information video
to popularise the Regaal Kissan Maitri initiative amongst farmers. The direct raw material procurement model
through aggregators also aids in lowering our procurement cost and gives us access to good quality raw material.
We procure maize from a farmers / cultivators – for instance, in the Fiscal 2025, we procured 17,431.44 tonnes
of maize from farmers/cultivators through aggregators who are responsible for coordinating with the farmers on
our behalf. We have long-standing relationships with our aggregators.
A crucial aspect of manufacturing process is the storage of maize. Adequate storage facilities and maintaining
inventory is imperative for our business. Our storage infrastructure plays a pivotal role in ensuring seamless
operations. Our storage facilities which include warehouses and humidity controlled silos, prioritize the safe and
efficient storage of our raw material and finished products. We have built 4 silos each with a total storage capacity
of 10,000 MT i.e. an aggregate of 40,000 MT. Additionally, we have also built a 138,747 square feet raw material
warehouses which is capable of storing 25,000 tonnes of maize which along with our storage silos enable us to
store an aggregate of 65,000 MT of maize.
245We have developed a specialised team for the procurement of maize, and we spend significant time and resources
in ensuring that we procure maize of appropriate quality. To ensure quality procurement at low prices and to
establish strong linkage with suppliers, we have also set up office in Gulabbagh, one of India’s largest maize
markets. Gulabbagh ‘mandi’ is located in Purnia district of Bihar and is located a distance of 110 km from our
Manufacturing Facility. As on May 31, 2025, the maize procurement team of our Company comprised 36
permanent employees led by Vivek Lilha, Deputy General Manager –Procurement, who has 15 years of
experience across various organisations.
Sustainability driven Manufacturing Facility with high levels of utilization
One of the key areas of our focus since inception has been our Manufacturing Facility and wet milling process.
We have continuously improved and upgraded our Manufacturing Facility and enhanced and streamlined our wet
milling processes which is also reflected in our high levels of capacity utilization.
Our installed capacity, actual production, capacity utilisation and captive power usage as on May 31, 2025, and
in Fiscal 2025, Fiscal 2024, and Fiscal 2023, is set out below:
Particular As on and for two As on and for As on and for As on and for
months ended May financial year ended financial year ended financial year ended
31, 2025* March 31, 2025 March 31, 2024 March 31, 2023
Wet milling
Installed capacity# 40,875 246,475^ 169,750^^ 129,500
(TPA)
Actual production## 40,690 245,824 160,749 125,084
(TPA)
Capacity utilisation 99.55 99.74 94.70 96.59
(%)
Power
Total usage of power 7,548 46,729 31,937 23,845
(MW)
Usage of captive 6,172 41,243 25,758 18,426
power (MW)
Captive power usage 81.77 88.26 80.65 77.27
(%)
^ The installed capacity increased to 750 TPD from October 16, 2024.
^ ^The installed capacity increased to 650 TPD from November 2023.
* Installed capacity is ‘as on’, and actual production and capacity utilisation as for the period ended.
# Time weighted average
## This factors in the periods for which the manufacturing facility was non-operational on account of the upgradation in
capacity.
As certified by the independent chartered engineer dated August 6, 2025.
Our Manufacturing Facility has dedicated storage spaces and an automated packing unit with weather proof
loading docks and specialized flooring for finished goods handling with a total capacity of 5,000 MT, ensuring
smooth operations and optimal material handling throughout the production process.
Our Manufacturing Facility also has a total installed co-generation power plant of 7.1 MW which allows us to be
self-sufficient to a large extent for our power needs. Our co-generation boiler and power plant (Power Plant) is a
dual feed plant (i.e. a Power Plant that can utilise either coal or husk for power generation) for captive power
generation and utilisation. This co-generation plant not only ensures a steady power supply, reducing dependence
on external sources, but also enhances operational efficiency by utilizing the pressure and temperature differential
between steam production and steam utilisation points. This process optimizes resource use, lowers production
costs, and minimizes environmental impact by allowing use of sustainable fuel sources like husk. By generating
electricity and thermal energy simultaneously, the cogeneration plant supports our commitment to sustainability.
In line with our commitment to sustainable business practices our Manufacturing Facility, according to F&S
Report, is one of the few maize wet milling facilities in India with a ZLD unit. ZLD systems prevent liquid waste
from contaminating water sources. In furtherance of our effort to ensure sustainable growth, we recycle water
through our effluent treatment facility, ZLD unit, and reverse osmosis facility.
A further reflection of our commitment towards quality control and quality assurance is the fact that our
Manufacturing Facility is accredited with ISO 9001:2015 (Quality Management System), ISO 14001:2015
(Environmental Management Systems), ISO 22000: 2018 (Food Safety Management System), ISO 45001:2018
(Operational Health and Safety Management) and is HALAL certified.
246Diversified portfolio of products catering to wide range of industries and well positioned to take advantage of
growing industry trends
According to F&S Report, we are amongst the top 10 largest maize milling companies in India, in terms of
crushing capacity with a total installed crushing capacity of 750 TPD. With our revenue growing at a CAGR of
36.95% between Fiscal 2023 and Fiscal 2025, we are one of the fastest growing maize based specialty products
manufacturers in India among our identified peers. We commenced our operations with a key product viz., native
maize starch and certain co-products viz., gluten, germ, enriched fiber etc. Over the years, we have diversified our
product range and manufacture an assorted range of maize based speciality products. We continually diversify
our product bouquet, and from Fiscal 2022 have added the following to product portfolio:
• Modified starches viz., white dextrin, yellow dextrin, oxidized starch and edible starch.
• Value added products such as maize flour, icing sugar, custard powder and baking powder; and
• A co-product viz., maize steep liquor.
Our diversified product bouquet i.e. native maize starch finds application across varied industries such as food &
beverage, textile, paper, adhesive sectors. According to F&S Report, starch is used as a binder and filler for tablets
and capsules, as well as to strengthen ice cream cones, give cloth weight, and increase the quality of paper for
writing and printing.
The expansion of our business is driven by the growth of end-user industries such as animal nutrition, snacks,
confectionary, convenience foods, sauces & spices, spreads, pharmaceuticals, paper and apparel.
Set out below is a break-up of our gross revenue from operations across various end-user industries in Fiscal 2025,
Fiscal 2024, and Fiscal 2023.
Industry / Fiscal 2025 Fiscal 2024 Fiscal 2023
Sector* Amount (in ₹ % of Amount (in ₹ % of Amount (in ₹ % of
million) Contract million) Contract million) Contract
Price* Price* Price*
Paper Industry 2,482.33 27.41 1,557.92 26.05 1,396.09 29.00
Feed Industry 1,194.74 13.19 1,295.72 21.67 1,193.51 24.79
Food 678.62 7.49 516.59 8.64 260.01 5.40
Manufacturing
Manufacturing – 1,489.74 16.45 263.46 4.41 212.78 4.42
others
Others# 3,212.17 35.46 2,346.92 39.23 1,751.57 36.39
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
#Others include sale to dealers and distributors where we have no visibility of the end customer and trading income.
Established and widespread sales and distribution network
We market our products across India, and export our products to various countries such as Bangladesh, Nepal,
Malaysia, etc. Set out is a geographic break-up of our sales export markets, based on our Restated Financial
Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of Amount % of Amount % of
million) Contract (in ₹ Contract (in ₹ Contract
Price* million) Price* million) Price*
East 3,510.23 38.75 2,532.75 42.35 1,829.45 38.00
North 2,863.61 31.62 2,060.62 34.46 1,808.04 37.56
West 1,443.95 15.94 661.61 11.06 598.29 12.43
Rest of India 584.97 6.46 296.69 4.96 243.62 5.06
Sub-total (A) 8,402.76 92.77 5,551.67 92.83 4,479.40 93.05
Bangladesh 201.78 2.23 214.85 3.59 242.38 5.03
Malaysia 297.52 3.28 111.36 1.86 - -
Nepal 154.86 1.71 99.80 1.67 89.59 1.86
Others# 0.68 0.01 2.93 0.05 2.59 0.06
Sub-total (B) 654.84 7.23 428.94 7.17 334.56 6.95
Total (A+B) 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
247*Contract price represents sale of products before deducting discounts and incentives but net of returns.
# Singapore, Sri Lanka, Vietnam, and Thailand
We market our products directly to our end customers and also through our well established network of distributors
and dealers, and these entities have been a key aspect of our growth. Set out in the table below are details of
revenue from our customers, distributors and dealers, we catered Fiscal 2025, Fiscal 2024, and Fiscal 2023.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue (₹ in % of Revenue (₹ % of Revenue (₹ % of
million) Contract in million) Contract in million) Contract
Price* Price* Price*
Sales to end 2,349.86 25.94 1,651.82 27.62 1,367.28 28.40
customers
Sales through 2,381.84 26.30 1,598.18 26.72 1,389.41 28.86
distributors#
Sales through 4,325.90 47.76 2,730.61 45.66 2,057.27 42.74
dealers##
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
# Distributors are entities which procure the product from our Company and on-sell to dealers.
## Dealers are entities which procure the product from our Company and the distributors and on-sell to the customers.
While we have maintained our relationship with our existing customers, we have also consistently increased our
customer base. Set out in the table below are the details of our revenue from repeat customers (including
distributors and dealers) and unique customers (i.e. customers whom we have not catered to previously) in Fiscal
2025, Fiscal 2024, and Fiscal 2023, based on our Restated Financial Information.
Particulars As at and for the financial As at and for the financial As at and for the financial
year ended March 31, 2025 year ended March 31, 2024 year ended March 31, 2023
Customer Contract Price* Customer Contract Customer Contract
(nos.) (₹ million) (nos.) Price* (₹ (nos.) Price* (₹
million) million)
Repeat customers# 153 8,068.19 121 4,906.04 85 3,307.57
Unique customers# 108 989.41 74 1,074.57 97 1,506.39
Total 261 9,057.60 195 5,980.61 182 4,813.96
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
# includes distributors and dealers.
We have built, and we maintain, our relationship with customers through various measures including, regular
customer visits and seeking feedback, offering flexible packaging size and order quantity options, and e-commerce
platforms. We have also deployed on-ground sales teams to address customer concerns and take remedial action.
Further, we attend trade fairs and exhibitions to enhance the visibility of our brand. The quality of our product
and the timeliness of our delivery combined with our customer centric approach are key aspects of our
longstanding customer relationship.
Dealers
Set out below are details of our dealers:
For the financial year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
No. of Dealers 138 84 88
New Dealers 63 36 52
Revenue (₹ in million) 4,325.90 2,730.61 2,057.27
248Distributors
Set out below are number of our distributors.
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
No. of distributors 7 5 3
Experienced promoters and management
Our operations are spearheaded by our Promoters who are actively engaged in the day to day operations of our
Company. Anil Kishorepuria is one of our Promoters and is our Chairman and Managing Director, is a second-
generation entrepreneur who has significant experience in the manufacturing sector. One of our other Promoters,
and executive director, Karan Kishorepuria, oversees human resources, purchase and procurement and growth
initiative verticals. 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 experienced operations and
management team, comprising amongst others Saikat Chatterjee – CFO, Harish Kumar Singh, DGM – Plant
Operations, Vivek Lilha, DGM – Procurement, and Rohan Kishorepuria – Vice President Sales and Services, all
of whom have experience in their respective fields and have been associated with entities in either in our industry
or our end-user industries.
We have consistently strived to develop new products and to that we have developed a research and development
(R&D) team. As on May 31, 2025, the R&D team of our Company comprised 20 employees out of which 6 have
master’s degree in science and engineering. From Fiscal 2022 the R&D team has helped develop new products
for our portfolio such as oxidized starch, yellow dextrin, white dextrin, maize, flour, icing sugar, baking powder
and custard powder.
Set out in the table below are details of our R&D expenses in Fiscal 2025, Fiscal 2024, and Fiscal 2023, in
accordance with our Restated Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in % of Amount (in % of Amount (in % of
₹ million) Contract ₹ million) Contract ₹ million) Contract
Price* Price* Price*
R&D expense 3.32 0.04 2.36 0.04 1.43 0.03
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
We believe that a strong management and motivated employee base is essential for successful operations and
continued growth. We have also put in place an ESOP policy to reward and motivate our employees and to ensure
longevity of our relationship. We also undertake employee engagement initiatives such as intra-company sports
tournaments, leadership retreats and leadership building workshops, and quarterly employee town-halls.
Demonstrated track record of financial performance and growth
We have a demonstrated track record of financial performance and growth. Our revenue from operations grew at
a CAGR of 36.95 % from ₹ 4,879.55 million in Fiscal 2023 to ₹ 9,151.61 million in Fiscal 2025.
Further, our EBITDA grew at a CAGR of 66.53% from ₹ 406.73 million in Fiscal 2023 to ₹ 1,127.90 million in
Fiscal 2025.
STRATEGIES
We will continue to seek opportunities to realize sustainable growth of our business. To achieve this, we plan to
focus on the following strategies, as approved by our Board:
Increasing our manufacturing capacity by undertaking brownfield expansion
As on May 31, 2025, our installed crushing capacity was 750 TPD. Our Company has made an application before
the Bihar State Pollution Control Board to increase our installed capacity from 750 TPD to 1,650 TPD. Our current
Manufacturing Facility is situated on land admeasuring 54.03 acres in Kishanganj, Bihar, which has sufficient
unused land available for expansion. We propose to increase the capacity of our Manufacturing Facility to
capitalise on anticipated growth in our end-user industries.
According to F&S Report, our end-user industries are expected to grow in the manner set out below.
249Sr. No. End Use industry Global, 2024-2029 Growth India, 2024-2029 Growth rate
rate (%) (%)
1. Animal Nutrition 7.52% 8.32%
2. Snacks 6.43% 9.10%
3. Confectionary 5.95% 8.91%
4. Convenience Foods (RTE, Soups) 6.76% 9.89%
5. Sauces & Spices 6.61% 8.59%
6. Spreads 6.62% 6.89%
7. Pharma 5.79% 6.94%
8. Paper 3.50% 4.50%
9. Apparel (Textile) 2.85% 3.67%
According to F&S Report, the demand for maize-derived products is expected to grow significantly, particularly
in developing countries like India, driven by increasing usage across various industries such as food and beverage,
pharmaceuticals, textiles, paper, and animal feed.
According to F&S Report, the global Native Maize Starch market is projected to register a growth of CAGR
3.65% during 2024-2029. The Global Native Maize Starch market was valued at USD 30,818 Million in 2024 and
is expected to reach USD 36,874 Million by 2029. In volume terms, the Global Native Maize Starch market was
62.50 Million Tons in 2024. It is expected to reach 74.20 million tons in 2029. Set out below is the growth
trajectory in the global and Indian maize based speciality products markets according to the F&S Report.
Global maize based speciality products and ingredient solutions market
Products 2029 F 2024 2023 2022
Volume Value Volume Value Volume Value Volume Value
(in (USD (in (USD (in (USD (in (USD
million million) million million) million million) million million)
tonnes) tonnes) tonnes) tonnes)
Starch 107.1 58,021.4 88.5 47,210.2 84.5 45,195.0 81.5 43,140.1
Derivatives 17.1 8,905.1 14.0 7,214.7 13.4 6,899.2 12.8 6,591.8
Co-products 33.0 9,512.2 27.9 7,903.5 26.3 7,634.4 26.1 7,339.2
Value 22.1 13,336.1 15.9 9,702.7 14.9 9,096.4 13.9 8,491.8
Added
Products
Note:- the following products are included:
Starch- Native and Modified Starch
Derivatives- Liquid Glucose, Maltodextrin, Dextrose Anhydrous, Dextrose Monohydrate, Liquid Sorbitol
Co-products- Germ, Gluten, Fiber, Enriched Fiber, Maize Steep Liquor
Value Added Products- Maize Flour, Baking Powder, Custard Powder, Icing Sugar
Indian maize based speciality products and ingredient solutions market
Products 2029 F 2024 2023 2022
Volume Value Volume Value Volume Value Volume Value
(in (USD (in (USD (in (USD (in (USD
million million) million million) million million) million million)
tonnes) tonnes) tonnes) tonnes)
Starch 9.6 4,210.0 7.6 3,292.8 7.3 3,121.0 6.9 2,979.9
Derivatives 1.5 758.4 1.2 593.0 1.1 561.5 1.0 536.7
Co-products 1.6 719.5 1.3 570.4 1.3 549.0 1.2 530.4
Value Added 1.6 1,032.9 1.1 749.3 1.1 702.0 1.0 655.2
Products
250Note:- The following products are included:
Starch- Native and Modified Strach
Derivatives- Liquid Glucose, Maltodextrin, Dextrose Anhydrous, Dextrose Monohydrate, Liquid Sorbitol
Co-products- Germ, Gluten, Fiber, Enriched Fiber, Maize Steep Liquor
Value Added Products- Maize Flour, Baking Powder, Custard Powder, Icing Sugar
Deleveraging our balance sheet by paring debt
We intend to reduce our borrowings. As on June 30, 2025, our aggregate total outstanding borrowings were ₹
5,611.53 million. In Fiscal 2025, Fiscal 2024, and Fiscal 2023, our finance costs, based on our Restated Financial
Information, were as follows.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in % of revenue Amount (in % of revenue Amount (in % of revenue
₹ million) from ₹ million) from ₹ million) from
operations operations operations
Finance cost 373.50 4.08 194.65 3.24 112.45 2.30
As part of our strategic initiatives, we intend to deleverage our Company and pare our outstanding debt to enable
us to inter alia reduce our finance costs and improve our cash flows, which will in turn allow us to utilise such
cash flows and funds towards business operations and to execute our other strategies. We propose to utilise a sum
of ₹ 1,590.00 million from the Fresh Issue Proceeds towards paring our outstanding debt obligations. For further
details, see ‘Objects of the Offer’ on page 124.
Commence manufacturing derivative products and further broad-basing our product range of modified
starches
We have in a short span of 6 years progressed significantly and developed a large product bouquet. As on May
31, 2025, our product basket consists of 14 products native maize starch, germ, gluten, fiber, maize steep liquor,
enrich fiber, icing sugar, custard powder, baking powder, maize flour, yellow dextrin, white dextrin, oxidized
starch and edible starch.
Our diverse range of products has been one of the key factors for our consistent growth and we believe that to
sustain or better our rate of growth we will need to continually work on broadening our product range.
We propose to diversify our offerings with a particular focus on the following 2 aspects:
Commencing production of derivative products
We propose to venture into manufacturing derivative products such as maltodextrin powder and liquid glucose.
Maltodextrin powder – It is used as thickener, food additive, anti-caking agent, bulking agent and food flavour
carrier. It can be found as an ingredient in a variety of processed foods. Maltodextrin powder finds application in
the F&B, pharmaceuticals, agriculture and healthcare industries. According to F&S Report, global market for
maltodextrin is valued at USD 2,046 million in 2024 and is expected to grow at CAGR 5.48 % on account of
increasing demand from food industry and the maltodextrin market in India was valued at USD 151.5 million in
2024 and is expected to reach USD 210.8 million at growth rate of 6.84% by 2029. Companies provide customised
maltodextrin powder based on variations in Dextrose equivalent (DE) values. The graphs below depict the global
and Indian market size details of maltodextrin powder.
Global Maltodextrin market size, USD Millions
CAGR: 2019-24 CAGR: 2024-29
4.91% 5.48%
2,671.5
2,046.0
1,610.1
2019 2024 2029F
251Source: F&S Report
Indian Maltodextrin market size, USD Millions
Source: F&S Report
Liquid glucose – Liquid glucose also known as maize syrup acts as a flavour enhancer, stabilizer, texture enhancer,
humectants, adjuncts, preservative, and coating and bulking agent. It finds application in F&B, pharmaceutical,
cosmetics and personal care and pulp paper industries. According to F&S Report, the Indian market for liquid
glucose was valued at USD 195.2 million in 2024 and is expected to grow at rate of 3.90% till 2029 to reach
valuation of USD 236.4 million, whereas the global glucose market size was valued at USD 2,360.8 million in
2024 and is expected to expand at CAGR of 4.12% from 2024 to 2029 and is forecasted to reach 2,888.9 million.
Our Company further proposes to manufacture of Dextrose Monohydrate and Dextrose Anhydrous as well. As
per F&S Report, Dextrose Monohydrate is used as nutritional supplement and sweetener in food such as
in confectioneries, jams, jellies; bakery such as cakes, biscuits, cookies; beverages, and honey products and
Dextrose Anhydrous is used in industries including food & beverage, pharmaceutical, agriculture/animal feed,
among others.
Expanding our basket of modified starch product
Currently, we manufacture variety of modified starch products such as white dextrin and yellow dextrin, oxidized
starch and edible starch. We propose to add modified starch products such as cationic starch, carboxyl methyl
starch, Indian Pharmacopoeia grade starch and pregel starch. Modified starch is a crucial and useful ingredient
found in manufacturing ready-to-eat food products. According to F&S Report, the growth of modified starch
market is anticipated due to rising consumer demand for processed foods, paper, textile and chemicals industry
over the coming years. Along with ready to eat products, modified starch is utilized in a wide range of industries,
including pharmaceuticals, paper, cosmetics, personal care, and textiles due to its varied technical properties.
According to F&S Report, the personal care and cosmetics industries use modified starch as a versatile additive.
Manufacturers are investing in technology and research for use of organic ingredients like modified starch, as the
demand for natural products has grown over the past few years, which is expected to fuel product demand in the
coming years.
According to F&S Report, the global modified starch market size was valued at USD 16,392 million in 2024 and
is anticipated to expand at a CAGR of 5.23% from 2024 to 2029. Also, the modified starch market in India is
expected to grow at a CAGR of 5.87% between 2024 and 2029.
Increasing domestic reach and international footprint
Our Company is currently catering to a few customers in South Indian states such as Andhra Pradesh and
Telangana.
In Fiscal 2025, Fiscal 2024, and Fiscal 2023, our revenue from operations, based on our Restated Financial
Information, generated from South India is as below.
252Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in % of Amount (in % of Amount (in % of
₹ million) Contract ₹ million) Contract ₹ million) Contract
Price* Price* Price*
South India** 96.76 1.07 62.42 1.04 24.14 0.50
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
** South India includes Karnataka, Kerala, Tamil Nadu, Andra Pradesh, and Telangana
We propose to expand our domestic reach and expand our presence in South India. As a part of business strategy,
our Company proposes to increase its presence in South India by further expanding in Andhra Pradesh and
Telangana, initially, and gradually in other states viz. Tamil Nadu and Karnataka.
The key end-user industries for our maize based specialty products in India are paper, textile, pharmaceutical,
F&B and adhesive. The South Indian states of Andhra Pradesh, Karnataka, Tamil Nadu and Telangana are home
to a large number of companies which operate in quite a few of the aforementioned industries.
The map below outlines the potential in South India.
Note: This map is not to scale and is only a representation.
We believe there is significant scope to expand our domestic reach given the opportunities available in South
India. We believe that the proposed expansion of our capacity will enable us to further scale up our operations,
garner new customers and enable us to be successfully expand our operations into South India. To enable us to
increase our penetration in the South Indian market, one of our existing members of Senior Management has been
designated to focus on building our customer network.
Further, we have, thus far, concentrated on building capacity and expanding our product portfolio. Our Company
now intends to focus more on export markets too. With the proposed increase our capacity, we propose to expand
our geographic presence overseas.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in % of Amount (in % of Amount (in % of
₹ million) Contract ₹ million) Contract ₹ million) Contract
Price* Price* Price*
Export Sales 654.84 7.23 428.94 7.17 334.56 6.95
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
Developing our white labelling business
In Fiscal 2025, we undertook manufacturing of certain products such as maize flour, baking powder, custard
powder and icing sugar. The specifications for the manufacturing were provided by the customer which also
253provided the necessary artwork for white labelling. With the proposed expansion of our Manufacturing Facility,
our continuous focus on quality and standardized processes we anticipate that we will be able to cater to this aspect
of the business on an increasing scale.
Manufacturing process
Set out below is a snapshot of our manufacturing process.
• Maize Cleaning
The maize procured is cleaned in 3 stages to remove impurities like cobs, broken maize, stones, sand and any
other material. After cleaning the maize is either stored and given to process for crushing.
• Steeping
Steeping is a process where maize is mixed with Sulphur-di-oxide water and boiled. This enables to loosen bond
of different products (gluten, fiber, germ and starch) in maize for separation and processing. Incorrect steeping
can cause decrease in recovery and quality of the final products.
• Corn steep liquor (CSL) evaporation
The steeped liquor from the steeping process is evaporated. The process is called CSL evaporation and multi-
effect evaporators are used for the same. Such steeped liquor is then mixed with fiber to increase its protein which
is further sold to the market.
• 1st grinding
The first grinding process in corn wet milling is called ‘first germ break’ or ‘first grind’. This step is crucial in
separating the germ from the rest of the kernel while minimizing damage to the starch.
• 2nd grinding
The second grinding process in corn wet milling is called the ‘second grind’ or ‘fine grinding’. It follows the first
germ break and is aimed at further separating starch, fiber, and protein.
• Germ washing
254Germ washing is a key step in the corn wet milling process that occurs after the first grind and germ separation.
The purpose is to clean the germ by removing any attached starch and protein before it goes to oil extraction. The
washing water helps remove any remaining starch and gluten from the germ. This step improves germ purity,
which is crucial for higher oil yield and quality.
• Germ dewatering and Drying
Germ is dewatered to reduce moisture in mechanical way before steam drying. This helps to save steam in the
dryers. After dewatering, the germ still contains moisture which is then steam dried. This germ with moisture is
then steam dried to attain the desired moisture which is in germs to sell in the market.
• Fine grinding
Fine grinding is a critical step in starch extraction during the corn wet milling process. The goal is to completely
release the starch granules from the remaining protein and fiber matrix.
• Fiber dewatering
Fiber dewatering is the process of removing excess water from the fiber fraction after fine grinding and separation.
This step is crucial for reducing moisture content, making fiber easier to handle, dry, and use as a byproduct (e.g.,
in animal feed). The moisture of fiber after dewatering is reduced.
• Fiber drying
This fiber with moisture is then steam dried to attain the desired moisture in fiber to sell in the market.
• Enrich fiber drying
The fiber after drying is mixed with steeped liquor coming from CSL evaporator and then further dried to make
enrich fiber and be sold in the market.
• Starch and Gluten Separation:
Starch and gluten separation is a process where starch is separated from gluten in liquid form. This process uses
a centrifugal machine.
• Gluten Concentration
Gluten is further concentrated in centrifugal machines to remove water from the gluten. This water is further
recycled with the help of ETP and RO. The concentrated gluten is then dewatered by the help of rotary vacuum
drum filter which converts the concentrated glute into cake form which is further steam dried and packed.
• Starch Slurry
After starch is separated from the primary separator, it is further washed in hydrocylones to remove excess protein
and to increase the purity of starch after which is dewatered with the help of centrifugal machines. After this
process the starch is steam dried and packed.
• Storage/ Packing
All finished goods are packed in polypropylene bags and stored in godowns with free ventilation. These bags are
of 3 sizes, 25 Kg, 50 Kg and 900 Kg (used for exports and supply to customers in paper industry). Generally
goods are packed in 50 KG bags. If there is an exception of 25 kg and 900 kg, a schedule of the same is given to
production 3 days before so that proper scheduling can happen in packing.
• Logistics
255Finished goods loaded in trucks and sold as per dispatch schedule given by the sales team. Dispatch schedule is
given by the sales team every day. Our logistic team arranges truck from the market. The dispatch manager at the
factory organises the loading schedule as per dispatch given. The goods are loaded with the help of forklift and
labours and shipped after proper documentation
Manufacturing Facility
Our Company operates ZLD Manufacturing Facility spread across 54.03 acres located in Kishanganj, Bihar. Set
out below are a few photographs of our Manufacturing Facility.
Storage silos
256Customers
Our top 10 customers on the basis of Restated Financial Information who contributed to our revenues in Fiscal
2025 (based on consents obtained and in alphabetical order) Aarnav Sales Corporation, Brightway Tradelink
Pvt. Ltd., M/s Comfort Enterprises, M/s Harsh Agro, Manioca Food Products Private Limited, M/s Parth
Agrotech, M/s Shree Balaji Enterprises, Shree Salasar Project, and Starline Dealcom Pvt. Ltd.^
^ Contribution of each individual customer to the revenue from operations of our Company has not been separately disclosed
to preserve confidentiality
Raw materials
Maize is our primary raw materials. In addition, we use certain consumables and chemicals. We have a diversified
procurement model and procure maize from (i) farmers directly, through aggregators, (ii) traders in Bihar and
West Bengal and (iii) agri-distribution companies.
Set out below is a geographic break-up of procurement.
Location of Fiscal 2025 % of cost of Fiscal 2024 % of cost of Fiscal 2023 % of cost of
procurement (in ₹ purchase of (in ₹ purchase of (in ₹ purchase of
million) maize million) maize million) maize
Assam 9.02 0.13 4.66 0.10 1.67 0.05
Bihar 5,708.99 79.50 3,682.40 80.88 2,463.27 77.38
Delhi - - - - 125.91 3.96
Haryana - - - - 13.43 0.42
Odisha - - 15.08 0.33 - -
Tamil Nadu 61.26 0.85 75.99 1.67 10.93 0.34
West Bengal 1,401.91 19.52 775.01 17.02 568.16 17.85
Total 7,181.18 100.00 4,553.14 100.00 3,183.37 100.00
Set out below are details of our top 3, 5 and 10 vendors, based on our Restated Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of cost of Amount (in ₹ % of cost of Amount (in % of cost of
million) purchase of million) purchase of ₹ million) purchase of
maize maize maize
Top 3 vendors 5,178.25 72.11 3,112.59 68.36 1,484.44 46.63
Top 5 vendors 5,973.27 83.18 3,696.13 81.18 1,922.80 60.40
Top 10 vendors 6,788.11 94.53 4,266.23 93.70 2,656.00 83.43
257Our top 10 vendors who contributed to our cost of purchase of maize in Fiscal 2025 (to the extent of consents
obtained) were Avyn Enterprises Private Limited, Avyn Impex Private Limited, Aryatech Platforms Private
Limited, Gia & Manya, M/s Manav Ventures, M/s Shyam Traders and Sushila Trading^.
^ Procurement concentration towards each individual vendors of our Company has not been separately disclosed to preserve
confidentiality.
Plant and machinery
Our Manufacturing Facility comprises equipment and machinery such as primary separator, gluten thickener, pin
mill, rotary vacuum drum filter, hydrocyclone pumps, sumps, agitators, rotary strainers, water tanks, conveyors,
grinders, dewatering screen, dryers, centrifuges, packing machines, cooling tower, boilers, turbine, air
compressor, ZLD facility, steam accessories etc.
Set out below are a few photographs of our key equipment.
Equipment Function
Primary Separate Starch and
Separator Gluten
Gluten Separates Gluten
Thickener from water
Pin Mill Separates fiber from
maize
258Equipment Function
Rotary Gluten De-watering
Vacuum Drum
Filter
Hydrocyclone Starch wash
Pumps
Grinders Separation of germs
Dewatering Removal of water
Screen (Fibre from fiber
Washing)
Dryers Dryer of all products
Centrifuges Dewatering of starch
259Equipment Function
Packing For packing of
Machines finished products
Cooling Cooling of water
Tower
Boilers Generation of Steam
Turbine Generation of Power
ZLD facility Evaporation Reject
water
Quality control and assurance
Our Manufacturing Facility is accredited with ISO 9001:2015 (Quality Management System), ISO 22000: 2018
(Food Safety Management System), ISO 45001:2018 (Operational Health and Safety Management) and is
HALAL certified. We also consistently strive to follow industry best practices relating to quality control, and
perform checks at various stages of the manufacturing process. We have established a microbial lab for testing
food grade starch. We have dedicated quality assurance teams that monitor our raw materials and products are
tested across diverse parameters. We have put in place prescribed measures to evaluate the quality of maize and
each consignment of maize received is subjected to scrutiny on various parameters such as moisture content,
260fungal presence, presence of weviled (a type of beetle affecting maize) etc. These measures are specifically
designed to ensure that the quality of our raw material is in accordance with our standards which is essential in
maintaining the quality of our products.
Competition
We operate in a competitive industry and compete with manufacturers across India. We compete with larger
players who may have greater resource and may benefit from economies of scale, and medium sized operators.
Further, with our strategy of expanding our operations into South India and broadening our international footprint
we will face increased competition. Our focus on better understanding the markets in which we operate, increasing
our capacities and manufacturing efficiencies, ensuring the quality of our raw materials and products and the
experience of our promoters and senior management are key factors of our competitiveness. For details of our
competitors see ‘Industry Overview - Indian Maize milling industry- Competitive landscape’ on page 202.
Information technology
Our information technology infrastructure is an essential element in our ability to effectively control and monitor
our procurement, inventories, our manufacturing processes and products portfolio. As we grow our business we
increasingly rely on our information technology systems to ensure smooth operations. Consequently, we have
implemented a tally prime, for real time recording which also enables generation of MIS’, for generating and
analysing our operational, financial and analytical metrics on a real time basis. We also have in place separate
applications for procurement and purchase related aspects which allows us greater oversight over our raw material
procurement.
Set out below are the details of the software used by our Company:
Name of the Purpose Ownership
Software
Tally Used by our finance team to maintain the books of Subscription model
account of our Company.
HONO An HR MS software used by our human resources team Subscription model
to process information in relation to our employees.
Docume An purchase management software used by our Subscription model
purchase team to manage and streamline purchases.
Superprocure Used for bidding of transporters which is used by our Subscription model
logistics team
Procol A purchase management software used by our Subscription model
purchases team to manage and streamline purchases.
MS 365 Microsoft software used for internal emails and use of Subscription model
Microsoft Office software for various administrative
functions.
Sophos Security software for all desktops and laptops operated Subscription model
/ used in our Company.
Sales & Marketing
Our Company has a sales and marketing team comprising 14 employees. The sales and marketing function is
headed by Rohan Kishorepuria, Vice President, who is a member of the Senior Management and is responsible
for sale and customer relationships. The sales and marketing teams reach out regularly to our customers including
distributors to better understand their requirement. Further, our Company’ sources customers through:
a. personal visit by team to the new client after checking the background before onboarding,
b. brokers or agents for export /domestic
c. leads from online platform viz., India Mart.
d. entity contacts directly to our Company.
Utilities
261Our Manufacturing Facility has a co-generation power plant of 7.1 MW which allows us to be self-sufficient to a
large extent for our power needs. We also obtain power from the grid and have a diesel generation set as a backup
for our electricity requirements. We meet out water requirement through abstracting ground water. We have
obtained the necessary permission from the Central Ground Water Authority, Ministry of Jal Shakti, Government
of India.
Human Resources
As on May 31, 2025, we had 491 permanent employees. The table below sets out the break-up of our employees
across functional areas.
Functional department No. of employees
Accounts – Finance & Compliance 37
HR & Admin 48
Logistics 14
Manufacturing 142
Utility 129
Procurement Raw Materials 38
Sales & Marketing 14
Store 16
Top Management 4
R&D 20
Projects 13
Quality Control / Quality Assurance 16
Total 491
Additionally, on May 31, 2025, we also had 195 employees on contract basis.
Insurance
Our operations are subject to various risks prevalent in the industry in which we operate. Accordingly, we maintain
insurance policies for material damage including fire, burglary, breakdown of electrical and mechanical
appliances, electronic equipment, etc, for our registered and corporate office. We also maintain marine export
import insurance, group health insurance, industrial all risk cover etc. We also maintain a management insurance
policy and keyman insurance policies. These insurance policies are reviewed periodically to ensure that the
coverage is adequate.
We believe that our insurance coverage is in accordance with industry custom, including the terms of and the
coverage provided by such insurances. Our policies are subject to standard limitations. Therefore, insurance might
not necessarily cover all losses incurred by us and we cannot provide any assurance that we will not incur losses
or suffer claims beyond the limits of, or outside the relevant coverage of, our insurance policies.
Set out below are details of our insurance policies:
S. No. Insurer Nature of Policy Number Asset insured Validity
policy
1. The New India Commercial 51220031240100002367 Forklift Trucks March 18,
Assurance Co. Vehicle 2026
Ltd. Insurance
2. The New India Commercial 51220031240100002366 Forklift Trucks March 18,
Assurance Co. Vehicle 2026
Ltd. Insurance
3. Zurich Kotak Vehicle 5750093100 Car April 26,
General Insurance 2026
262S. No. Insurer Nature of Policy Number Asset insured Validity
policy
Insurance
Company (India)
Limited
4. Future Generali Vehicle 132/18/11/0326/MOD/00001 Car March 22,
India Insurance Insurance 60150 2026
Company
Limited
5. Tata AIG Auto Secure – 6203472321 00 00 Car September
General Private Car 25, 2025
Insurance Package
Company Ltd. Policy
6. Liberty General Stand-alone 2025-301401-24-1000046- Car October
Insurance Own Damage 00-000 19, 2025
Limited Policy
7. Go Digit Vehicle D200036083 Car April 28,
General Insurance 2026
Insurance
Limited
8. Cholamandalam Enterprise 2150/00341468/000/00 Building - D2/2 March 12,
MS General Package EP and GP 2026
Insurance Policy (Chola Block
Company Sookshma) / Convergence
Limited (Chola MS Contact Centre,
Bharat Sech Bhawan
Sookshma S.O, North 24
Udyam Parganas, West
Suraksha) Bengal -
700091
9. ICICI Lombard Marine Export 2002/272985044/02/000 Cargo: Semi December
General Import Finished and 9, 2025
Insurance Insurance Finished Goods
Company LTD Open Policy of Starch,
Starch
Derivatives,
Germ, Gluten,
Enrich Fibre,
Dextrine, Icing
Sugar, Corn
Flower, Baking
Powder, Caping
Materials and
other Related
Items
10. Zurich Kotak Vehicle 4439603001 Car April 3,
General Insurance 2026
Insurance
Company (India)
Limited
11. Cholamandalam Chola 2162/01670248/000/00 Galgolia, September
MS General Sookshma Bhatgaon 27, 2025
Insurance Udyam Halka, Galgalia
Company Ltd Suraksha – Bhathgaon
Road,
Thakurganj,
P.S:Bhatgaon.
SRO & Circle:
Thakurganj,
Dist:
263S. No. Insurer Nature of Policy Number Asset insured Validity
policy
Kishanganj,
Galgalia -
855106
12. Zurich Kotak Vehicle 5025546000 Car October 3,
General Insurance 2025
Insurance
Company (India)
Limited
13. Tata AIG Vehicle 6203279384 00 00 Car August
General Insurance 17, 2025
Insurance
Company
Limited
14. Cholamandalam Employees’ 2712/00145757/000/01 Employees May 1,
MS General Compensation (Labour 2026
Insurance Insurance Accident)
Company Ltd.
15. HDFC ERGO Signature 3124207240470500000 D & O Liability February
General Management 15, 2026
Insurance Plus Liability
Company Insurance
Limited
16. Cholamandalam Industrial All 2151/00102291/000/01 Block September
MS General Risks Policy Thakurganj 6, 2025
Insurance Near, Galgalia
Company Ltd Check Post
Kishangunj,
Ganglia
S.O,Kishanganj
, Bihar, 855106
17. Zurich Kotak Vehicle 5207188500 Car November
General Insurance 29, 2025
Insurance
Company (India)
Limited
18. United India United Value 0308001124P110034467 Building, September
Insurance Udyam Furniture & 25, 2025
Company Suraksha Fixtures,
Limited Policy Siliguri City
Center,
Matigara,
Siliguri,
Darjiling, West
Bengal, Pin -
734005
19. Zuno General Zuno Smart 900852555 Car June 6,
Insurance Drive Motor 2026
Limited Policy,
(Formerly Vehicle
known as Insurance
Edelweiss
General
Insurance
Company
Limited)
20. SBI Life Life Insurance 2B337881002 Life of Mr. Anil March 31,
Insurance Kishorepuria 2031
264S. No. Insurer Nature of Policy Number Asset insured Validity
policy
Company
Limited
21. SBI Life Life Insurance 2B685302906 Life of Mrs. March 31,
Insurance Shruti 2031
Company Kishorepuria
Limited
22. Tata AIG Auto Secure 6103145299 - 00 Two Wheeler; December
General Two Wheeler Motor Cycle 29, 2025
Insurance Package
Company Policy
Limited
23. ICICI Lombard Vehicle 3005/TV-17419065/00/000 Two Wheeler August
General Insurance 16, 2027
Insurance Co.
Ltd.
24. Royal Sundaram Standalone VMS0057035000100 Two Wheeler May 27,
General Two Wheeler 2027
Insurance Own Damage
Company Policy
25. Go Digit Digit Two D087909554 Two Wheeler December
General Wheeler 19, 2027
Insurance Policy
Limited
26. Go Digit Digit Two D202341703 Two Wheeler May 13,
General Wheeler 2030
Insurance Policy
Limited
27. ICICI Lombard Bundled Two 3005/TV-16190816/00/000 Two Wheeler May 2,
General Wheeler 2026
Insurance Policy
Company
Limited
28. ICICI Lombard Group Health 4016/X/350183477/01/000 Employer June 23,
General (Floater) Employee 2026
Insurance Insurance
Company
Limited
29. Zuno General Zuno Smart 900845693 Car May 29,
Insurance Drive Motor 2026
Limited Policy
(Formerly
known as
Edelweiss
General
Insurance
Company
Limited)
Intellectual Property
Our intellectual property comprises trademarks which are associated with our business. Details of the trademarks
registered in our Company’s name are as set out below:
265Sr. Application Trademark Class Date of Status Validity
No. Number registration /
application /
renewal
application
1. 5132443 30 Date of Registered 10 years
application: from the
September 15, date of
2021 application
2. 5786886 30 Date of Registered 10 years
Application: from the
January 31, date of
2023 application
3. 4270390 30 Date of Opposed -
application:
August 21,
2019
4. 6205351 Regaal Resources 31 Date of Registered 10 years
application: from the
December 2, date of
2023 application
5. 6205345 Regaal Resources 1 Date of Registered 10 years
application: from the
December 2, date of
2023 application
6. 6205346 Regaal Resources 3 Date of Objected -
application:
December 2,
2023
7. 6205347 Regaal Resources 5 Date of Objected -
application:
December 2,
2023
8. 6205348 Regaal Resources 16 Date of Objected -
application:
December 2,
2023
9. 6205350 Regaal Resources 30 Date of Objected -
application:
December 2,
2023
Environment, health and safety
Our Company remains focused on environmental sustainability and we regularly review the environmental impact
of manufacturing processes and evaluate the renewability and sustainability of our resources. Our Manufacturing
Facility is certified ISO 14001:2015 (Environmental Management Systems). Our co-generation facility by
266allowing use of sustainable fuel sources like husk. By generating electricity and thermal energy simultaneously,
the cogeneration plant demonstrates our consistent commitment to sustainability.
We have devised a detailed procedure for new employees to get accustomed to the health and safety measures
within our Company. We have a team that closely monitors compliance with health and safety measures of our
Company, in particular, at our Manufacturing Facility, to ensure the safety and well-being of our employees.
Property
Set out below are details of our key properties.
Particulars Address Leased / Lessor/Licensor Validity
Owned
Registered and 6th Floor, D2/2, Block-EP & GP, Sector- Rent Sriyash 10 years
Corporate office V, Kolkata, West Bengal, India, 700091 Infrastructure from April
LLP* 1, 2023.
Office premises 7th Floor, EP & GP Block, Convergence Rent Sriyash 10 years
Contact Centre, Saltlake city, Kolkata- Infrastructure from April
700091, West Bengal LLP* 1, 2023.
Manufacturing At-Bhatgaon, PO-Galgalia, block- Owned - -
Facility Thakurganj, Dist-Kishanganj, Bihar
Other property Siliguri City Center, Matigara, Siliguri, Owned - -
Dist-Darjeeling, West Bengal
Office premises Suresh Complex, Hansda Road, Rented Suresh Chandra September
Gulabbagh Dist-Purnia, Bihar 854326 Saha and Geeta 30, 2025
Saha
Other offices / Double Stored Building situated at Rented Nirmala Devi September
property of our District – Kishanganj, Anchal- Shah 9, 2025
Company Thankurganj, Halka- Bhatgaon,
Mouja/Thana No. – 1, Touji No. – 322,
Bihar
* Sriyash Infrastructure LLP is a member of our Company’s promoter group and the transactions have been undertaken on
an arm’s length basis in compliance with the Companies Act and other applicable law.
Set out below are the details of our warehouses:
Owners name Period Date of Tenure Location State
Commenceme
nt
Abhay Agarwal May 1, 2023 to May 1, 2023 36 Months Thana No. 16, Bihar
& Anuj April 30, 2026 Khata No. 57
Agarwal Khasara No.
2503, Gothra,
Kanakpur,
Thakurganj,
Kishanganj-
855116
Abhay Agarwal June 1, 2023 to June 1, 2023 35 Months Thana No. 16, Bihar
April 30, 2026 Khata No. 57
Khasara
No2503,
Gothra,
Kanakpur,
267Owners name Period Date of Tenure Location State
Commenceme
nt
Thakurganj,
Kishanganj-
855116
Abhay Agarwal May 1, 2024 to May 1, 2024 36 Months Thana No. 16, Bihar
April 30, 2027 Khata No. 57
Khasara No.
2503, Gothra,
Kanakpur,
Thakurganj,
Kishanganj-
855116
Anuj Agarwal May 1, 2024 to May 1, 2024 36 Months Thana No.16, Bihar
April 30, 2027 Khata No. 57
Khasara No.
2503, Gothra
Kanakpur,
Thakurganj,
Kishanganj-
855116,
Arun Kumar November 1, November 1, 53 Months Khata No. 40, Bihar
Agrawal 2022 to March 2022 Khasra No. 14,
31, 2027 Thana No. 187
at Sarochia, Po:
Garhbanaili Ps:
Kasba, Dist.
Purnia, Bihar -
854235
Arun Kumar May 1, 2025 to May 1, 2025 36 Months Khata no 262, Bihar
Agrawal April 30, 2028 Khasra No
1176, 1179,
Thana No 225
at Fulbaria,
Kasba, District
Purnia, Bihar
Pin 854330
Harsha Agarwal May 1, 2024 to May 1, 2024 36 Months Khata No.56 Bihar
April 30, 2027 Khasra No.
1011 and 1016
Thana No.56, at
Churli, Post:
Dallegaon,Thak
urganj,
Dist:Kishangan
j,Bihar,
Pin:855116
Mahadev April 1, 2024 to April 1, 2024 120 Months Khata No. 159, Bihar
Enterprises March 31, 2034 Khasra No.733
(Sole to 737, Thana
Proprietor: No.1,
Shweta Pandey) Mouza:Bhatgao
n PO+PS:
Galgalia,
,Thakurganj,
Dist:
Kishanganj
Pin:855106
268Owners name Period Date of Tenure Location State
Commenceme
nt
Meera Devi, April 1, 2024 to April 1, 2024 120 Months Khata No.522 Bihar
Neha Singh, March 31, 2034 and 523 Khesra
Rubi Devi No.910,961,96
2,984
Jamabandi
No.1547 and
1724 Thana
No.1,
Halka/Mouza:
Bhatgaon,
Galgalia,
Anchal:Thakur
ganj,
Dist:Kishangan
j,State: Bihar,
Pin:855106
M/s. Narayain April 29, 2025 April 29, 2025 36 Months Khata No. 336 Bihar
Food to April 28, and 148 Khasra
(Partnership 2028 No. 791, 794,
Firm of Ashish 795, 797 and
Sinha) 799 Mouza
Basgama,
Abdullah
Nagar,
Gulabbagh,
NH31, Purnea,
Bihar - 854236
M/s Saha and April 1, 2025 to April 1, 2025 36 Months Khatian No. West Bengal
Sons (Sole March 31, 2028 720, Mouza
proprietorship Dakshin
of Binod Kumar Domaria, J L
Saha) No. 86, PS:
Chakulia, Dist.
Uttardinajpur,
West Bengal -
733209
Balaji May 5, 2024 to May 5, 2024 36 Months Khata No. 113, Bihar
Developers May 4, 2027 Khasra No. 05,
(Sole 06 and 07,
proprietorship Thana No. 14,
of Mrs. Lata Jamabandi No.
Agarwal) 56 and 230 at-
Churli, Post:-
Kanakpur, Ps:
Kurlikot,
Thakurganj,
Dist-
Kishanganj,
Bihar - 855116
Dhananjay May 1, 2025 to May 1, 2025 11 Months Khatian No West Bengal
Prasad Jaiswal March 31, 2026 1458, Dagg No
175,176,177,
Mouza Belon,
Thana
Gowalpokhar,
Uttar Dinajpur.
269Owners name Period Date of Tenure Location State
Commenceme
nt
Pin 733210,
West Bengal
Dhananjay May 1, 2024 to May 1, 2024 36 Months Khata no. 458, West Bengal
Prasad Jaiswal April 30, 2027 Plot No. 10, 15,
16, 17, Uttar
Rampur, J L No.
01, Chakulia,
Dist:Uttardinaj
pur, Pin:
733208, West
Bengal
Ramapeer May 1, 2024 to May 1, 2024 36 Months Deogaon, West Bengal
Grains Private April 30, 2027 Nayanagar,
Limited Majlishpur
Kanki Uttar
Dinajpur, West
Bengal -
733201
Sunil Kumar May 1, 2025 to May 1, 2025 36 Months Khata No. 139 Bihar
Yadav April 30, 2028 Khasra No.
2471 and 2479
Mouza
Jalalgarh,
Thana No. 189,
Purnia, Bihar -
854308
Yuman Hussain May 1, 2025 to May 1, 2025 72 Months Khata No.570, Bihar
April 30, 2031 Khasra No. 207,
209, 201, 212
and 216 Mouza:
Koltha,
Pothiya,
Kishanjang,
Bihar - 855117
Zarif Hosain May 1, 2025 to May 1, 2025 72 Months Khata No. 570, Bihar
April 30, 2031 Khasra No. 207,
209, 210, 212
and 216 Mouza
Koltha,
Pothiya,
Kishanjang,
Bihar - 855117
Shekhar April 25, 2025 April 25, 2025 11 Months Khata No. 10, Bihar
Chandra to March 24, Khasra No.
Agarwal (HUF) 2026 2244, Thana
No. 16,
Jamabandi No.
608 at Gothra,
Post: Kanakpur,
Thakurganj,
Dist.
Kishanjang,
Bihar - 855116
Suresh Kumar April 1, 2025 to April 1, 2025 60 Months Khata No.56 Bihar
More HUF March 31, 2030 Khasra No.
1011 and 1016
270Owners name Period Date of Tenure Location State
Commenceme
nt
Thana No.56,
Teji No.1230
Jamabandi
No.1438 at
Churli, Post:
Dallegaon,
Thakurganj,
Dist:Kishangan
j, State: Bihar,
Pin:855116
Pramila Jain May 1, 2025 to May 1, 2025 11 Months Plot No LR 2, 3 West Bengal
March 31, 2026 and 6, Khatian
No
1060,1061,106
2,1359,1360,13
61 & 1477, J L
No 34, Mouza
Deogaon, Gram
Panchayat
Kanki, PS
Chakulia,
District Uttar
Dinajpur, WB
Pin 733209
Brij Mohan May 1, 2025 to May 1, 2025 120 Months Khata No Bihar
Singh & Rubi April 30, 2035 375,367 & 613,
Devi Khesra No
720,721,727,72
8,729 & 744,
Thana No 1,
Mouza
Bhatgaon,
Galgalia,
Anchal,
Thakurgunj,
District,
Kishanganj,
Bihar Pin
855106
Ajeet Kumar & April 1, 2025 to April 1, 2025 120 Months Khata No Bihar
Arjun Kumar March 31, 2035 135,236,
Khasra No
1054,1055
ETC, 1045,
1052 ETC,
Churli,
Kanakpur,
Thakurgunj,
Kishangunj, Pin
855116
Ram Gopal April 16, 2025 April 16, 2025 11 Months Khata no 741, Bihar
Goel to March 15, Khesra No
2026 963,964,965,
Thana No 143,
Narpatganj,
Palasi, NH 27,
271Owners name Period Date of Tenure Location State
Commenceme
nt
Chakardha, PO
Forbesganj,
District Araria,
Bihar 854318
Suresh Chandra April 15, 2025 April 15, 2025 11 Months Khata No 156, Bihar
Saha & Gita to March 14, 324 & 23,
Saha 2026 Khasra No
189,190 & 191,
Mouza
Lakhanjhari &
Mohankunda,
Gulabbagh,
Thana No 97 &
98, Gulabbagh,
Purnia, Bihar
854326
Shri Ram May 1, 2025 to May 1, 2025 11 Months Plot No LR 2,3 West Bengal
Sharma & March 31, 2026 & 6, Khatian
Gayatri Sharma No
1060,1061,106
2,1359,1360,13
61 & 1477. JL
no 34, Mouza
Deogoan,
Grampanchayat
Kanki, PS
Chakulia,
District Uttar
Dinajpur, West
Bengal, PIN-
733209
Corporate Social Responsibility
We are conscious of our role in society and we have formulated a CSR policy in accordance with applicable laws,
which outlines our commitment to social accountability. Our CSR policy recognises that our activities must not
only benefit our clients, stakeholders and employees but also benefit those who live in our surrounding areas. Our
Company’s focus areas are education, gender equality and women empowerment, health and sanitation (including
poverty, malnutrition and hunger), rural development and environmental sustainability. In Fiscal 2025, Fiscal
2024, and Fiscal 2023, our CSR expenditure was ₹ 5.53 million, ₹ 3.50 million, and ₹ 3.31 million, respectively.
272KEY REGULATIONS AND POLICIES
The following is an overview of certain sector-specific relevant laws and regulations which are applicable to the
business and operations of our Company. The information detailed in this section has been obtained from various
statutes, regulations and/or local legislations and the bye laws of relevant authorities that are available in the
public domain. The description of laws and regulations as set out below is not exhaustive and are only intended
to provide general information to the investors and are neither designed nor intended to be a substitute for
professional legal advice. The statements below are based on the current provisions of Indian law, and the
judicial, regulatory and administrative interpretations thereof, which are subject to change or modification by
subsequent legislative and regulatory actions, administrative or judicial decisions. For details of government
approvals obtained by our Company in compliance with these regulations, see ‘Government and Other Approvals’
on page 426.
Business Related Laws
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.
Contract Labour (Regulation and Abolition) Act, 1970
Contract 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.
Food Safety Standards Act, 2006
Food Safety Standards Act, 2006 (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) Regulations, 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
273business operators (FBOs), including petty FBOs as well as specific requirements to be fulfilled by businesses
dealing with certain food products
A food recall plan must be in place for any FBO involved in the production, importation, or wholesale distribution
of food in accordance with the Food Safety and Standards (Food Recall Procedure) Regulations, 2017. Food
Safety and Standards (Packaging) Regulations, 2018 must be followed by a FBOs when packaging, and Food
Safety and Standards (Labelling and Display) Regulations, 2020 must be followed when labelling and displaying
pre-packaged food goods.
According to the Food Safety and Standards (Licensing and Registration of Food Business) Amendment
Regulations, 2018, an e-commerce FBO (which includes sellers and brand owner who display or offer their food
products, through e-commerce, and providers of transportation services for the food products and/or providing
last mile delivery transportation to the end consumers), is required to obtain central license from the concerned
central licensing authority
Consumer Protection Act, 2019
The Consumer Protection Act (CPA) 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 CPA introduced a Central Consumer Protection Council to promote, protect and enforce the rights
of consumers executive agency to provide relief to a class of consumers. It seeks, inter alia to promote and protect
the interest of consumers against deficiencies and defects in goods or services and secure the rights of a consumer
against unfair trade practices, which may be practiced by manufacturers or service providers or traders. The CPA
brought e-commerce entities and their customers under its purview including providers of technologies or
processes for advertising or selling, online marketplace or online auction sites. The CPA also provides for
mediation cells for early settlement of the disputes between the parties.
Sale of Goods Act, 1930
The 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.
The Industries (Development and Regulation) Act, 1951
The Industries (Development and Regulation) Act, 1951 (Industries Act) governs the development and regulation
of industries in India, and its main objective is to empower the Government to: (i) take necessary steps for the
development of industries; (ii) regulate the pattern and direction of industrial development; and (iii) control the
activities, performance, and results of industrial undertakings in public interest. The Industries Act is applicable
to the ‘Scheduled Industries’ which have been listed down in the first schedule of the Industries Act. Small-scale
industrial undertakings and ancillary units are exempted from the provisions of the Industries Act. The Industries
Act regulates the industries by requiring them to obtain industrial licensing by filing an Industrial Entrepreneur
Memoranda with the Secretariat of Industrial Assistance, Department of Industrial Policy and Promotion. The
Industries Act is administered by the Ministry of Industries and Commerce through its Department of Industrial
Policy & Promotion which is responsible for the formulation and implementation of promotional and
developmental measures for growth of the industrial sector and also monitors the industrial growth and production,
in general, and selected industrial sectors.
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.
Legal Metrology Act, 2009
274The 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
The 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.
The Essential Commodities Act, 1955
The Essential Commodities Act, 1955 (the “ECA”) gives powers to the Government of India to control the
production, supply and distribution of certain essential commodities for inter alia securing their equitable
distribution and availability at fair prices. Using the powers under it, various ministries/ departments of the Indian
government have issued control orders for regulating production, distribution, trading, quality aspects, movement
and prices pertaining to commodities which are essential and administered by them, including for essential
commodities such as food grains, edible oils, sugar and drugs. Penalties in terms of fine and imprisonment are
prescribed under the ECA for noncompliance of its provisions.
Bureau of Indian Standards Act, 2016 (the “BIS Act”)
The Bureau of Indian Standards Act, 2016 provides for the establishment of bureau for the standardisation,
marking and quality certification of goods. Functions of the bureau include, inter alia, (a) recognizing as an Indian
standard, any standard established for any article or process by any other institution in India or elsewhere; (b)
specifying a standard mark which shall be of such design and contain such particulars as may be prescribed to
represent a particular Indian standard; and (c) conducting such inspection and taking such samples of any material
or substance as may be necessary to see whether any article or process in relation to which the standard mark has
been used conforms to the Indian Standard or whether the standard mark has been improperly used in relation to
any article or process with or without a license. A person may apply to the bureau for grant of license or certificate
of conformity, if the articles, goods, process, system or service confirms to an Indian Standard.
The Indian Boilers Act, 1923 (“Boilers Act”)
The Indian Boilers Act, 1923 along with relevant regulations establishes and enforces the standards that regulate
the materials, design and construction, inspection and testing of boilers and boiler components for compliance by
the manufacturers and users of boilers in India. The State Government is empowered to appoint a director to
275exercise the powers and to discharge duties. The State Government has the power to limit the extent of the Boilers
Act. The Indian Boilers Act, 1923 prohibits the use of unregistered or uncertificated boiler.
The Agricultural Produce (Grading and Marking) Act, 1937; General Grading and Marking Rules, 1988 and
Blended Edible Vegetable Oils Grading and Marking Rules, 1991 (“Grading and Marking Laws”)
The provisions of the Act deal mainly with the prescription and protection of merchandise marks. The Grading
and Marking Laws provide for the grading and marking of agricultural and other allied commodities with the
objectives of making available quality agricultural produce including horticulture and livestock produce to the
consumers. The Central Government has implemented rules fixing grade designation to indicate the quality of any
scheduled article, denning the quality indicated by every grade designation; specifying grade designation mark to
represent particular grade designation; authorising interested parties to grade; specifying conditions regarding
manner of marking, packaging etc. and providing for the confiscation and disposal of produce marked otherwise
than in accordance with the prescribed conditions with a grade designation mark.
The Agricultural and Processed Foods Products Export Development Authority Act, 1985 (“APEDA Act”)
The APEDA Act provides for the establishment of Agricultural and Processed Food Products Export
Development Authority for the development and promotion of export of certain agriculture and processed food
products. Persons exporting any one or more of the products specified in the schedules to the APEDA Act are
required to be registered under the APEDA Act and are required to adhere to specified standards and
specifications. The APEDA Act provides for imprisonment and monetary penalties for breach of its provisions.
Further, the Agricultural and Processed Food Products Export Development Authority Rules, 1986 have been
framed for effective implementation of the APEDA Act and provides for the application, grant and cancellation
of registration to be obtained by exporters of agricultural produce.
Foreign Exchange Laws
Foreign Exchange Management Act, 1999 (the “FEMA”)
The primary exchange control legislation in India is the FEMA. Pursuant to FEMA, the GoI and the RBI have
promulgated various regulations, rules, circulars and press notes in connection with various aspects of foreign
exchange control.
Foreign Trade (Development and Regulation) Act, 1992 (“FTA”)
In India, the main legislation concerning foreign trade is FTA. The FTA read along with relevant rules provides
for the development and regulation of foreign trade by facilitating imports into, and augmenting exports from,
India and for matters connected therewith or incidental thereto. As per the provisions of the Act, the Government:
(i) may make provisions for facilitating and controlling foreign trade; (ii) may prohibit, restrict and regulate
exports and imports, in all or specified cases as well as subject them to exemptions; and (iii) is authorized to
formulate and announce an export and import policy and also amend the same from time to time, by notification
in the Official Gazette. FTA read with the Indian Foreign Trade Policy 2015 –2020 (extended up to September
30, 2021) provides that no export or import can be made by a company without an Importer-Exporter Code
(“IEC”) unless such person or company is specifically exempt. An application for an importer exporter code
number has to be made to the office of the Joint Director General of Foreign Trade, Ministry of Commerce. An
importer-exporter code number allotted to an applicant is valid for all its branches, divisions, units and factories.
Failure to obtain the IEC number shall attract penalty under the FTA.
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
276Environment (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.
The Chemical Accidents (Emergency Planning, Preparedness and Response) Rules, 1996 (the “Chemical
Accidents Rules”)
The Chemical Accidents Rules, formulated pursuant to the provisions of the Environment Protection Act, seek to
manage the occurrence of chemical accidents, by, inter alia, setting up a central crisis group and a central crisis
alert system. The functions of the central crisis group inter alia include, (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.
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.
The Public Liability Insurance Act, 1991 (“Public Liability Act”)
The Public Liability Act, along with the Public Liability Insurance Rules, 1991, require the owner to contribute
towards the environment relief fund of a sum equal to the insurance premium paid to the insurer. Further, a liability
is imposed on the owner or controller of hazardous substances, in relation to death/injury of a person, or any
damage to property arising out of an accident involving such hazardous substances. Vide notification, the Central
Government has enumerated a list of hazardous substances covered by the legislation.
277Labour 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.
(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.
Other than few provisions of the Code on Social Security which have been notified on May 3, 2023, the provisions
of these codes shall become effective on the day that the Government shall notify for this purpose.
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 and which are applicable to our Company are the
Patents Act, 1970, Copyright Act, 1957, the Designs Act, 2000 and the Trade Marks Act, 1999.
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 Tax Act, 2017 (CGST),
relevant state’s Goods and Services Act, 2017 (SGST), Union Territory Goods and Services Tax Act, 2017
(UTGST), Integrated Goods and Services Tax Act, 2017 (IGST), Goods and Services Tax (Compensation to
States) Act, 2017 and various rules made thereunder.
278Further, 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.
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.
Other Applicable Laws
In addition to the above, our Company is also required to comply with the provisions of the Companies Act and
rules framed thereunder, foreign exchange laws, contract laws, anti-trust laws and other applicable statutes enacted
by the Centre or relevant State Governments and authorities for our day-to-day business and operations. Further,
our Company is required to comply with the provisions of the SEBI Act, and the rules and regulations framed
thereunder along with the circulars, and master circulars issued by SEBI and Stock Exchanges from time to time.
Our Company is also subject to various central and state tax laws.
279HISTORY AND CERTAIN CORPORATE MATTERS
Our Company was originally incorporated as ‘Regal Resources Private Limited’, at Kolkata as a private limited
company under the Companies Act, 1956 and received a certificate of incorporation issued by the RoC on January
02, 2012. Subsequently, pursuant to a special resolution passed by the Shareholders of our Company on October
10, 2015, the name of our Company was changed to ‘Regaal Resources Private Limited’ and a fresh certificate of
incorporation dated October 26, 2015 was issued to our Company by the RoC. Thereafter, our Company was
converted into a public limited company pursuant to a special resolution passed by the Shareholders of our
Company on November 10, 2021 and the name of our Company was changed to ‘Regaal Resources Limited’ and
a fresh certificate of incorporation dated March 30, 2022 was issued to our Company by RoC.
Changes in the Registered Office: The details of changes in the registered office of our Company since
incorporation are set forth below:
Effective Date of Details of the address of Registered office Reason for change
change
November 15, 2012 The registered office of our Company was shifted from For the smooth operation of
G.K. Tower, 19, Camac Street, Kolkata -700017 to 8A the business
& 8B Satyam Towers, 3 Alipore Road, Kolkata-
700027
December 01, 2014 The registered office of our Company was shifted from Due to operational
8A & 8B Satyam Towers, 3 Alipore Road, Kolkata- convenience
700027 to 10th Floor, Poddar Point, 113, Park Street,
Kolkata – 700016
April 16, 2022 The Registered Office of our Company was shifted The registered office was
from 10th Floor, Poddar Point, 113, Park Street, moved from a smaller space
Kolkata – 700016 to 6th Floor, D2/2, Block-EP & GP, to a larger office to
Sector-V, Kolkata, West Bengal, India - 700091 accommodate business
growth, improve
operational efficiency, and
enhance employee
collaboration.
Main Objects of our Company: The main objects contained in the Memorandum of Association are as follows:
1. To buy, sell, import, export, manufacture and deal in Starch, Glucose, Dextrine, Yellow dextrin, white
dextrin, British gum, Gel starch, Text 90, TBS/oxidised starch, Cationic starch, I.P grade starch, Edible
starch, Hot gum, Cold gum, Carboxyl Methyl starch, adipate, Propylated starch, Acetylated distarch
phosphate, Starch sodium octenyl succinate, distrach phosphate, Hydroxypropyl starch, germ, gluten,
fibre, enrich fibre, custard powder, corn flour, baking powder, icy sugar and other products and bye
products derived from maize, wheat, sago, rice, potato,tapioca roots, arrow roots and wheat flour and all
or any other starch containing plants, trees and substances and other industrial adhesives and chemicals
substances consumed by Cotton Mills, confectioners and other industrial concerns.
2. To manufacture, buy, sell, import, deal in and carry on business in para nitrochloro benzene, dinitro chloro
benzene, aluminium sulphate, manganese sulphate, acids, rubber chemicals, dystuffs, fertilizers, organic
or inorganic and/or mixed chemicals including fine and heavy chemicals, casein, Hydrochloric acid,
Bleaching Powder, sodium silicate lime, copper sulphate, alum, urea and phenol formaldehyde, synthetic
resin, PVC resin, synthetic and other resin glues, Chlorinated paraffin wax, Chlorinated rubber, coaltar
products and their intermediates, dyes, drugs, medicines and pharmaceuticals, petroleum and its products,
its derivatives, all type of heavy chemicals such as sulphuric and other acids, caustic soda, soda ash, etc.,
all type of textile chemicals and sizing and finishing materials, cement and allied products, photographic
chemicals, soap, glycerine and allied products, all industrial and pharmaceutical, organic and inorganic
chemicals, fertilisers, pesticides, manures, fungicides, deodorants, biochemical and allied products, fats,
waxes and their products, hides, skins and leather and other chemicals and ingredients for the manufacture
of glue, cement or bonding materials.
3. To carry on the business of manufacturers, producers, refiners, processors, miners, exporters, importers,
buyers and sellers of and dealers in and with all and any fats, dips, sprays, vermifuges, fungicides,
insecticides, germicides, disinfecting preparations, fumigators, medicines and remedies of all kinds for
280agricultural, trees and fruit growing, gardening and other purposes or as remedies for humans and
animals and whether produced from vegetable, mineral, gaseous, animal or any other matters of
substances by any process whether, chemical, mechanical, electrical or otherwise.
4. To carry on the business of seed crushes and dealers in oil and of growing, purchasing and otherwise
acquiring and selling and otherwise trading in oilseeds and other oleaginous substances and products and
of crushing and extracting oil from oil seeds and ·other substances or products aforesaid and of selling
and otherwise trading in the oil and oilcakes to be manufactured or produced or purchased or acquired.
5. To manufacture, process, prepare, preserve, can, refine, bottle, buy, sell, and deal whether as wholesalers
or retailers or as exporters or importers or as principals or agents in foods, meats, egg, poultry, vegetables,
canned and tinned and processed foods, deep frozen foods including sea foods, deep frozen vegetables,
deep frozen cooked and semi cooked varieties of food, preserved fruits, protein, health and instant foods
of all kinds including baby and deistic foods, cereals, beverages, cordials, tonics, restorative and aerated
mineral waters and food stuffs and consumable provisions of every description for human or animal
consumption to carry on business in all natural, artificial, synthetic or chemical edible food colour.
The main objects of our Company, as set out above and in our Memorandum of Association, enable us to undertake
the business presently being carried out by our Company.
Amendments to our Memorandum of Association: Set out below are the amendments to our Memorandum of
Association during the last 10 years.
Sr. Date of Shareholders
Particulars
No. Resolution
1. Oc tober 07, 2015 Clause V of our Memorandum of Association was amended to reflect the
increase in the authorised share capital of our Company from ₹ 1,000,000
divided into 100,000 equity shares of face value ₹ 10 to ₹ 10,000,000 divided
into 1,000,000 equity shares of face value ₹ 10.
2. Oc tober 10, 2015 The name of our Company was changed from ‘Regal Resources Private
Limited’ to ‘Regaal Resources Private Limited’.
3. M ay 23, 2016 Clause V of our Memorandum of Association was amended to reflect the
increase in the authorised share capital of our Company from ₹ 10,000,000
divided into 1,000,000 equity shares of face value ₹ 10 to ₹ 30,000,000 divided
into 3,000,000 equity shares of face value ₹ 10.
4. Ap ril 01, 2017 Clause V of our Memorandum of Association was amended to reflect the
increase in the authorised share capital of our Company from ₹ 30,000,000
divided into 3,000,000 equity shares of face value ₹ 10 to ₹ 62,500,000 divided
into 6,250,000 equity shares of face value ₹ 10.
5. Fe bruary 05, 2018 Clause V of our Memorandum of Association was amended to reflect the
increase in the authorised share capital of our Company from ₹ 62,500,000
divided into 6,250,000 equity shares of face value ₹ 10 to ₹ 67,500,000 divided
into 6,750,000 equity shares of face value ₹ 10.
6. Fe bruary 10, 2020 The object clause of the Memorandum of Association of our Company was
revised to read as follows:
To buy, sell, import, export, manufacture and deal in Starch, Glucose,
Dextrine, Yellow dextrin, white dextrin, British gum, Gel starch, Text 90,
TBS/oxidised starch, Cationic starch, I.P Grade starch, Edible starch, Hot
gum, Cold gum, Carboxyl Methyl starch, adipate Propylated starch, Acetylated
distarch phosphate, Starch sodium succinate octenyl, distrach phosphate,
Hydroxy propyl starch, germ, gluten, fibre, enrich fibre, custard powder, corn
flour, baking powder, icy sugar and other products and bye products derived
from maize, wheat, sago, rice, potato, tapioca roots, arrow roots and wheat
flour and all or any other starch containing plants, trees and substances and
other industrial adhesives and chemicals substances consumed by Cotton
Mills, confectioners and other industrial concerns.
To manufacture, buy, sell, import, deal in and carry on business in para
nitrochloro benzene, dinitro chloro benzene, aluminium sulphate, manganese
281Sr. Date of Shareholders
Particulars
No. Resolution
sulphate, acids, rubber chemicals, dystuffs, fertilizers, organic or inorganic
and/or mixed chemicals including fine and heavy chemicals, casein,
Hydrochloric acid, Bleaching Powder, sodium silicate lime, copper sulphate,
alum, urea and phenol formaldehyde, synthetic resin, PVC resin, synthetic and
other resin glues, Chlorinated paraffin wax, Chlorinated rubber, coaltar
products and their intermediate dyes, drugs, medicines and pharmaceuticals,
petroleum and its products, its derivatives, all type of heavy chemicals such as
sulphuric and other acids, caustic soda, soda ash etc, all type of textile
chemicals and sizing and finishing materials, cement and allied products,
photographic chemicals, soap, glycerine and allied products, all industrial and
pharmaceutical, organic and inorganic chemicals, fertilizers, pesticides,
manures, fungicides, deodorants, biochemical and allied products, fats, waxes
and their products, hides, skins and leather and other chemicals and
ingredients for the manufacture of glue, cement or bonding materials.
To carry on the business of manufacturers, producers, refiners, processors,
miners, exporters, importers, buyers and sellers of and dealers in and with all
and any fats, dips , sprays, vermifuges, fungicides, insecticides, germicides,
disinfecting preparations, fumigators, medicines and remedies of all kinds of
agricultural, trees and fruit growing, gardening and other purposes or as
remedies for humans and animals and whether produced from vegetable,
mineral, gaseous, animal or any other matters of substances by any process
whether chemical, mechanical, electrical or otherwise.
To carry on the business of seed crushes and dealers in oil and of growing,
purchasing and otherwise acquiring and selling and otherwise trading in
oilseeds and other oleaginous substances and products and of crushing and
extracting oil from oil seeds and ·other substances or products aforesaid and
of selling and otherwise trading in the oil and oilcakes to be manufactured or
produced or purchased or acquired.
To manufacture, process, prepare, preserve, can, refine, bottle, buy, sell, and
deal whether as wholesalers or retailers or as exporters or importers or as
principals or agents in foods, meats, egg, poultry, vegetables, canned and
tinned and processed foods, deep frozen foods including sea foods, deep frozen
vegetables, deep frozen cooked and semi cooked varieties of food, preserved
fruits, protein, health and instant foods of all kinds including baby and deistic
foods, cereals, beverages, cordials, tonics, restorative and aerated mineral
waters and food stuffs and consumable provisions of every description for
human or animal consumption to carry on business in all natural, artificial,
synthetic or chemical edible food colour.
7. Oc tober 15, 2020 Clause V of our Memorandum of Association was amended to reflect the
increase in the authorised share capital of our Company from ₹ 67,500,000
divided into 6,750,000 equity shares of face value ₹ 10 to ₹ 92,500,000 divided
into 9,250,000 equity shares of face value ₹ 10.
8. No vember 10, 2021 The name of our Company was changed from ‘Regaal Resources Private
Limited’ to ‘Regaal Resources Limited’.
9. M ay 16, 2022 Clause V of our Memorandum of Association was amended to reflect the
increase in the authorised share capital of our Company from ₹ 92,500,000
divided into 9,250,000 equity shares of face value ₹ 10 to ₹ 102,500,000
divided into 10,250,000 of face value ₹ 10.
10. Ap ril 06, 2023 The Liability Clause was altered from ‘The liability of the members is limited.”
to ‘The liability of the members is limited and this liability is limited to the
amount unpaid, if any, on the shares held by them.’ Further, the heading of
point number B was replaced from ‘the objects incidental or ancillary to the
attainment of the main objects stated in clause above (a)’ to ‘matters which are
necessary for furtherance of the objects specified in clause (iii)(A)’.
282Sr. Date of Shareholders
Particulars
No. Resolution
11. No vember 04, 2024 Clause V of our Memorandum of Association was amended to reflect the
increase in the authorised share capital of our Company from ₹ 102,500,000
divided into 10,250,000 Equity Shares of face value ₹ 10 each to ₹ 700,000,000
divided into 70,000,000 Equity Shares of the face value ₹ 10 each.
12. No vember 06, 2024 Clause V of our Memorandum of Association was altered pursuant to
restatement of our authorized share capital and the Equity Shares of face value
of ₹ 10 each of our Company were sub-divided into Equity Shares of face value
of ₹ 5 each. The authorised share capital of our Company was restated from ₹
700,000,000 divided into 70,000,000 of face value of ₹ 10 each to ₹
700,000,000 divided into 140,000,000 of face value of ₹ 5 each.
Major events and milestones of our Company: The table below sets forth the key events in the history of our
Company:
Fiscal Particulars
2018 Commencement of operation with an installed capacity of 180 TPD.
Installation of 1.3 MW Turbine
2022 Increase in the installed capacity to 330 TPD.
Installation of further 2.5 MW Turbine (Taking total capacity to 3.8 MW).
Construction of raw material warehouse of 21,528 square feet with capacity of
4,000 metric ton
2024 Increase in the installed capacity to 650 TPD.
Installation of further 3.3 MW Turbine (Taking total capacity to 7.1 MW)
2025 Increase in the installed capacity to 750 TPD
Construction of 3 additional humidity controlled silos with individual capacity
of 10,000 tons.
Key awards and accreditations
Fiscal Particulars
2022 Obtained ISO 22000:2018 (food safety management systems)
2023 Recognised as a One Star Export House by Director General of Foreign Trade,
Ministry of Commerce and Industry, India
2023 Obtained Halal India Certificate by Halal India Pvt Ltd
2023 Certified as Great Place to Work by Great Place to Work institute, India
2024 Obtained ISO 14001:2015 for production of Maize starch powder along with
By products (Gluten, Germ, Enriched fiber, Plain fiber)
Obtained ISO 9001:2015 for production of Maize starch powder along with
By products (Gluten, Germ, Enriched fiber, Plain fiber)
Obtained ISO 45001:2018 for production of Maize starch powder along with
By products (Gluten, Germ, Enriched fiber, Plain fiber)
2025 Certified as Great Place to Work by Great Place to Work institute, India
1. Defaults or rescheduling/restructuring of borrowings with financial institutions/banks
There have been no defaults or rescheduling/restructuring of our outstanding borrowings availed by our
Company from financial institutions or banks.
2. Time/cost overrun
There have been no time/cost overruns pertaining to setting up of projects by our Company as on the date of
this Red Herring Prospectus.
2833. Launch of key products or services, capacity/facility creation, location of plants, entry into new
geographies or exit from existing markets
For details regarding launch of key products/ services, entry into new geographies or exit from existing
markets, see ‘Our Business’ and ‘History and Certain Other Corporate Matters - Major events and
milestones of our Company’ on pages 238 and 283 respectively.
4. Capacity / facility creation, location of plants
For details regarding capacity/ facility creation, location of plants, see ‘Our Business’ on page 238.
5. Details regarding material acquisition or divestments of business/undertakings, mergers,
amalgamations and revaluation of assets in the last 10 years
As on the date of this Red Herring Prospectus, our Company has no material acquisition or divestments of
business/undertakings, mergers, amalgamations and revaluation of assets in the last 10 years.
6. Our Holding Company
As on the date of this Red Herring Prospectus, our Company does not have a holding company.
7. Our Subsidiary
As on the date of this Red Herring Prospectus, our Company does not have any subsidiary company.
8. Details of our Joint Ventures and Associate Companies
As on the date of this Red Herring Prospectus, our Company does not have any joint ventures or associate
companies.
9. Guarantees given by the Promoter participating in the Offer for Sale
Our Promoters, Anil Kishorepuria, Shruti Kishorepuria, and BFL Private Limited who are also Selling
Shareholders have issued personal guarantees in relation to loans availed by our Company. Set out below
are the key details of the said personal guarantees:
284Name of the Lender Name of the promoter Type of Borrowing Sanctioned Amount
selling shareholder (Reason)
(₹ in million)
Anil Kishorepuria
Tata Capital Limited Term Loan 210.00
Shruti Kishorepuria
Anil Kishorepuria
Bajaj Finance Limited Term Loan 150.00
Shruti Kishorepuria
Anil Kishorepuria
Bandhan Bank Term Loan 1,030.00
Shruti Kishorepuria
Anil Kishorepuria
ICICI Bank Term Loan 466.60
Shruti Kishorepuria
Anil Kishorepuria
IndusInd Bank Term Loan 706.30
Shruti Kishorepuria
Anil Kishorepuria
Kotak Mahindra Bank Term Loan 270.00
Shruti Kishorepuria
Anil Kishorepuria
Aditya Birla Capital Term Loan 400.00
Shruti Kishorepuria
Anil Kishorepuria
Axis Bank Limited Term Loan 400.00
Shruti Kishorepuria
Anil Kishorepuria
IDFC Bank Term Loan 600.00
Shruti Kishorepuria
Anil Kishorepuria
SBM Bank Term Loan 750.00
Shruti Kishorepuria
Anil Kishorepuria
Cash Credit and Working
Bandhan Bank 270.00
Capital Demand Loan
Shruti Kishorepuria
Anil Kishorepuria Cash Credit and Working
ICICI Bank Capital Demand Loan 130.00
Shruti Kishorepuria
Anil Kishorepuria Cash Credit and Working
IndusInd Bank Capital Demand Loan 200.00
Shruti Kishorepuria
Anil Kishorepuria Cash Credit and Working
SBM Bank Capital Demand Loan 100.00
Shruti Kishorepuria
Anil Kishorepuria Cash Credit and Working
Kotak Mahindra Bank Capital Demand Loan 230.00
Shruti Kishorepuria
Anil Kishorepuria
Axis Bank Cash Credit and WCDL 290.00
Shruti Kishorepuria
Anil Kishorepuria
IDFC Bank Cash Credit and WCDL 150.00
Shruti Kishorepuria
HDFC Bank Anil Kishorepuria Cash Credit and WCDL 460.00
285Name of the Lender Name of the promoter Type of Borrowing Sanctioned Amount
selling shareholder (Reason)
(₹ in million)
Shruti Kishorepuria
Anil Kishorepuria Cash Credit and Working
Punjab National Bank Capital Demand Loan 440.00
Shruti Kishorepuria
The abovementioned guarantees have been issued in connection with loans availed by our Company.
Pursuant to the terms of the guarantees, the obligation of our Promoters includes repayment of the guaranteed
sum in case of default by the Company. The financial implications in case of default by the Company are
that the lender would be entitled to invoke the guarantees to the extent of the outstanding loan amount,
together with any interests, costs or charges due to the respective lenders. The guarantees are valid until the
respective loan is repaid by the Company. For further details, please see ‘Financial Indebtedness’ on page
369.
10. Agreements with Key Managerial Personnel, Directors or Promoter or any other employee
There are no agreements entered into by our Key Managerial Personnel, Promoters, Directors or any other
employee of our Company, either by themselves or on behalf of any other person, with any shareholder or
any other third party with regard to compensation or profit sharing in connection with dealings in the
securities of our Company.
11. Summary of key agreements with strategic partners, joint venture partners and / or financial partners
As on the date of this Red Herring Prospectus, our Company does not have any strategic partners, joint
venture partners and / or financial partners.
12. Details of subsisting shareholders’ agreement
As on the date of this Red Herring Prospectus, there are no subsisting shareholders’ agreement among our
shareholders vis-à-vis our Company and there are no Promoters / Shareholders who are entitled to nominate
Directors or have any other special rights including but not limited to information rights.
13. Material Agreements
We confirm that except as disclosed in this Red Herring Prospectus there are no other inter-se agreements/
arrangements and clauses / covenants which are material and which needs to be disclosed and that there are
no other clauses / covenants which are adverse / pre-judicial to the interest of the minority / public
shareholders. Further, we confirm that except as disclosed in this RHP there are no other agreements, deeds
of assignment, acquisition agreements, shareholders’ agreements, inter-se agreements, agreements of like
nature.
There are no material agreements (except agreements entered in the ordinary course of business) have been
entered into by our Company as on the date of this Red Herring Prospectus.
14. Inter-se Arrangements
Our Company and our Promoters, or, the Shareholders are not party to any agreements, including any deed
of assignment, acquisition agreement, shareholders’ agreement, inter-se agreement/arrangement or
agreements of like nature, with respect to securities of our Company. Further, we confirm there are no other
clauses or covenants which our Company, our Promoter, or the Shareholder are a party to, in relation to
securities of our Company, which are material and adverse or pre-judicial to the interest of the minority/
public shareholders.
28615. Details of Agreements required to be disclosed under Clause 5A of paragraph A of part A of Schedule
III of SEBI Listing Regulations
There are no agreements entered into by our Shareholders, Promoters, members of Promoter Group,
Directors, Key Managerial Personnel and members of Senior Management of our Company, among
themselves or with our Company or with a third party, solely or jointly, other than in the normal course of
business, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the
management or control of our Company or impose any restriction or create any liability upon our Company,
including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not
our Company is a party to such agreements.
16. Lock-out and strikes
As on the date of this Red Herring Prospectus, there have been no lockouts or strikes at any time in our
Company.
287OUR MANAGEMENT
Board of Directors
In terms of the Companies Act and our Articles of Association, our Company is required to have not less than 3
Directors and not more than 15 Directors. As on the date of this Red Herring Prospectus, our Board comprises of
6 Directors (including 1 woman director) of whom 2 are Executive Directors, 1 Non-Executive Director and 3
Independent Directors.
The present composition of our Board and its committees is in accordance with the corporate governance
requirements provided under the Companies Act and the SEBI Listing Regulations.
The following table sets forth details regarding our Board of Directors as on the date of this Red Herring
Prospectus:
Sr. Name, designation, date of birth, address, Age Other directorships
No. occupation, current term, period of directorship (years)
and DIN
1. Anil Kishorepuria 52 Indian Companies
Date of birth: August 19, 1972 1. Convergence Contact Centre
Private Limited
Designation: Chairman and Managing Director
2. Convergence Maintenance
Address: 3, Hungerford Street, Flat No. 2, Next to St. Services Private Limited
Xavier’s College, Kolkata, West Bengal, India –
700017 3. Inservia Biochem Private
Limited
Occupation: Business
4. BFL Private Limited
Current term: For a period of five years from October
01, 2022 5. Jiwan Sagar Promotors
Private Limited
Period of directorship: Director since August 19,
2015. 6. Jiwansagar Towers Private
Limited
DIN: 00724328
7. SRM Private Limited
Foreign Companies
Nil
2. Karan Kishorepuria 27 Indian Companies
Date of birth: April 14, 1998 1. SRM Private Limited
Designation: Whole Time Director 2. Jiwansagar Towers Private
Limited
Address: 3, Hungerford Street, Flat No. 2, Next to St.
Xavier’s College, Kolkata, West Bengal, India – Foreign Companies
700017
Nil
Occupation: Business
Current term: For a period of five years from
February 01, 2023
Period of directorship: Director since September 1,
2021
288Sr. Name, designation, date of birth, address, Age Other directorships
No. occupation, current term, period of directorship (years)
and DIN
DIN: 09228702
3. Dinabandhu Mohapatra 66 Indian Companies
Date of birth: June 12, 1959 1. Sammaan Capital Limited
Designation: Independent Director 2. Sammaan Finserve Limited
Address: Blue Sagar, Bidhaba Ashram, Square Foreign Companies
Goudabad Sahi, Puri Town, Odisha, India – 752001
Nil
Occupation: Professional
Current term: For a period of five years from April
10, 2023
Period of directorship: Director since April 10, 2023
DIN: 07488705
4. Sheetal Jhunjhunwala 53 Indian Companies
Date of birth: April 13, 1972 1. Concrete Projects Pvt Ltd
Designation: Independent Director Foreign Companies
Address: 53 Mukund, 6/1/3 Queens Park, Birla Nil
Mandir, Ballygunge, Kolkata, West Bengal, India –
700019
Occupation: Business
Current term: For a period of five years from April
10, 2023
Period of directorship: Director since April 10, 2023
DIN: 00020198
5. Rajesh Raghunath Pednekar 60 Indian Companies
Date of birth: July 31, 1965 Nil
Designation: Independent Director Foreign Companies
Address: H. No. A-22, Babu Nagar, Opp. Milroc Nil
Retreat, Alto Ribandar, Tiswadi, North Goa India -
403006
Occupation: Self Employed Professional
Current term: For a period of five years from July 14,
2023
Period of directorship: Director since July 14, 2023
DIN: 10238178
6. Munish Jhajharia 52 Indian Companies
Date of birth: April 26, 1973 1. Merchants Chamber of
289Sr. Name, designation, date of birth, address, Age Other directorships
No. occupation, current term, period of directorship (years)
and DIN
Commerce & Industry;
Designation: Non- Executive Director
2. Martin Burn Officers club
Address: 61, Muktaram Babu Street, Barabazar, Association;
Kolkata, India – 700007
3. C. Commens & Sons Ltd.;
Occupation: Business
4. Aftab Agencies Pvt. Ltd.;
Current term: Liable to retire by rotation
5. Multiwyn Logistics Private
Period of directorship: Director since December 9, Limited;
2024
6. Multiwyn Tiles Private
DIN: 01108077 Limited;
7. Madhulika Advisory Pvt. Ltd.
8. Dhansri Sales Private
Limited;
9. Tuberose Logistcs Private
Limited;
10. Kenworth Construction
Private Limited;
11. Starom Realty Private
Limited;
12. Palmer Realty Private
Limited;
13. Ayatana Projects Private
Limited;
14. The Bengal Rowing club;
15. Multiwyn Lifestyle Private
Limited;
16. Ambe Plywoods Private
Limited; and
17. Everest Plyboards Pvt.
Limited;
18. BRC Gymkhana Private
Limited
Foreign Companies
Nil
Brief biographies of our Directors
290Anil Kishorepuria is the Chairman and Managing Director and also, one of the Promoters of our Company. He
holds a Bachelor’s degree in Commerce from University of Calcutta. He has been associated with our Company
since 2015 and has around 10 years of experience in manufacturing industry.
Karan Kishorepuria is the Whole Time Director and one of the promoters of our Company. He has been
associated with our Company since September 1, 2021. He holds a Bachelor’s degree of Science in Business
Administration from Northeastern University, Boston, Massachusetts. Prior to joining our Company, he was
associated with Grantham Mayo Van Otterloo & Co. LLC, Goldman Sachs, NUImpact: Northeastern’s Impact
Investing Fund and IDEA: Northeastern University’s Venture Accelerator. He has around 4 years of experience
in Accounts and Finance.
Dinabandhu Mohapatra is one of the Independent Director of our Company. He has been associated with our
Company since April 10, 2023. He holds a Bachelor’s degree in Arts and a Bachelor’s degree in Law from Utkal
University. He also holds a Master’s degree in Economics from Utkal University. He is a certified associate from
the Indian Institute of Bankers. Prior to joining our Company, he was associated with Canara Bank as Executive
Director and with Bank of India as Managing Director and Chief Executive Officer. He has over 20 years of
experience in the banking sector.
Sheetal Jhunjhunwala is one of the Independent Director of our Company. She has been associated with our
Company since April 10, 2023. She holds a Bachelor’s degree of Science in Economics from The Wharton School,
University of Pennsylvania, Philadelphia. Prior to joining our Company, she was associated with Pakka Limited
(Earlier Yash Papers Limited) as Alternate Director and Wist Water Solutions Private Limited as Head of Business
Development. Currently, she is associated with Ekamber Envirotech LLP, Earthcare Managers LLP and Pranic
Transformers LLP as Designated Partner. She has around 16 years of experience in manufacturing, and business
development.
Rajesh Raghunath Pednekar is the Independent Director of our Company. He has been associated with our
Company since July 14, 2023. He holds a Bachelor’s degree in Commerce from University of Bombay. He is the
sole proprietor of M/s Pack Well. He was previously associated with Pednekar Developers Pvt. Limited as a
director and M/s De Goan Studio as a partner. He has over 40 years of experience in manufacturing, real estate
and arts.
Munish Jhajharia is a Non-Executive Director of our Company. He has been associated with our Company since
December 9, 2024. He has completed his Bachelor’s of Commerce from University of Calcutta. He currently
serves as Vice President of Merchants’ Chamber of Commerce & Industry, Trustee of Calcutta Heritage Collective
Trust. He has served and currently serving as a Director on multiple companies and has an experience of over 20
years in real estate, construction, and manufacturing industries.
Relationship between our Directors and Key Managerial Personnel and Senior Management
1. Anil Kishorepuria, our Chairman and Managing Director and one of our Promoters is the father of Karan
Kishorepuria, our Whole Time Director and one of our Promoters and spouse of Shruti Kishorepuria, our
Chief People Officer and one of our Promoters.
2. While Rohan Kishorepuria is not an immediate relative of any of our Directors in terms of the SEBI ICDR
Regulations, he is the first cousin of Anil Kishorepuria, our Chairman and Managing Director and uncle of
Karan Kishorepuria, our Whole Time Director and one of our Promoters.
Except as disclosed above, none of our Directors are related to each other or to any of our Key Managerial
Personnel or the Senior Management.
Details of directorships in companies suspended or delisted
None of our Directors is or was a director of any company listed on any stock exchange during the five years
preceding the date of this Red Herring Prospectus, whose shares have been or were suspended from being traded
on any stock exchange 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.
291Arrangement or understanding with major Shareholders, customers, suppliers, or others
Our Company and our Directors do not have an arrangement or understanding with the major Shareholders,
customers, suppliers or others, pursuant to which any of our Directors were appointed on our Board or as a member
of the senior management.
Service contract with Directors
No officer of our Company, including our Directors and the Key Managerial Personnel or Senior Management,
has entered a service contract with our Company pursuant to which they are entitled to any benefits upon
termination of employment.
Borrowing Powers of Board
Pursuant to our Articles of Association, a resolution of our Board dated July 23, 2024 and a resolution adopted by
our Shareholders on August 16, 2024, our Board may borrow money for and on behalf of our Company, from
time to time as deemed by it to be requisite and proper, such that the moneys to be borrowed together with the
moneys already borrowed by our Company shall not exceed ₹ 7,500 million over and above the aggregate paid-
up share capital, free reserves and securities premium of our Company.
Terms of Appointment of the Executive Directors of our Company
Chairman and Managing Director
Anil Kishorepuria has been a Director of our Company since August 19, 2015. Anil Kishorepuria was appointed
as the Chairman and Managing Director of our Company pursuant to the resolution passed by our Board at its
meeting dated August 25, 2022 and the the resolution passed by the shareholders in their meeting dated September
30, 2022. He is entitled to the following remuneration and perquisites:
Date of contract appointing / October 1, 2022
fixing the remuneration
Term of appointment 5 years with effect from October 1, 2022
Remuneration Up to ₹ 3,00,00,000 or 10% of Profit After Tax, whichever is higher
Other Terms and Residential accommodation, hospitalisation and major medical expenses, car
Conditions / Perquisites and facility, telecommunication facility, housing loan facility, medical
allowances of expenses allowances, Leave and Travel Concession / Allowance; Other Allowances;
Personal Accident Insurance Premium; and Annual club membership fees,
contribution to Provident Fund, Superannuation Fund or Annuity Fund and
Gratuity; Leave and encashment of un-availed leave, keyman Insurance
Policy for self and spouse.
Whole Time Director
Karan Kishorepuria has been a Director of our Company since September 1, 2021. Karan Kishorepuria was
appointed as the Whole Time Director of our Company pursuant to the resolution passed by our Board at its
meeting dated February 6, 2023, and the resolution passed by the shareholders in their meeting dated March 3,
2023. He is entitled to the following remuneration and perquisites:
Date of contract appointing / February 1, 2023
fixing the remuneration
Term of appointment 5 years with effect from February 1, 2023
Remuneration Up to ₹ 48,00,000 or 2% of Profit After Tax, whichever is higher
Other Terms and Residential accommodation, hospitalisation and major medical expenses, car
Conditions / Perquisites and facility, telecommunication facility, housing loan facility, medical
allowances of expenses allowances, Leave and Travel Concession / Allowance; Other Allowances;
Personal Accident Insurance Premium; and Annual club membership fees,
contribution to Provident Fund, Superannuation Fund or Annuity Fund and
Gratuity; Leave and encashment of un-availed leave, keyman Insurance
Policy for self and spouse.
292Terms of appointment of the Independent Directors of our Company
Pursuant to a resolution passed by our Board at its meeting held on April 10, 2023, each of our Independent
Directors are entitled to receive ₹ 0.06 million as sitting fees for attending each meeting of the Board and Board
committees which shall be conducted by our Company from time to time.
Our Company has not paid any compensation or granted any benefit on an individual basis to any of our Directors
(including contingent or deferred compensation) other than the remuneration, sitting fees and/or commission paid
to them for Fiscal 2025.
Payment or benefits to Directors
The details of payments and benefits made to our Directors by our Company, in Fiscal 2025 are as follows:
Executive Directors
(in ₹ million)
Sr. Name of Director Amount
No.
1. Anil Kishorepuria 30.00
2. Karan Kishorepuria 4.80
Total 34.80
Independent Directors and Non-Executive Director
(in ₹ million)
Sr. Name of Director Designation Amount
No.
1. Dinabandhu Mohapatra Independent Director 1.26
2. Sheetal Jhunjhunwala Independent Director 1.26
3. Rajesh Raghunath Pednekar Independent Director 0.66
4. Munish Jhajharia Non-Executive Director Nil
Total 3.18
Remuneration paid by our Subsidiaries or associates
As on date of this Red Herring Prospectus, our Company has no subsidiary and, or associate companies.
Bonus or Profit-Sharing Plans
None of our Directors are party to any bonus or profit-sharing plan of our Company.
Contingent or Deferred Compensation to our Directors
There is no contingent or deferred compensation payable to our Directors which does not form part of their
remuneration.
Shareholding of Directors in our Company
Other than as disclosed below, none of our Directors hold any Equity Shares as on the date of this Red Herring
Prospectus:
Pre-Offer No. of Equity Percentage of the pre-Offer
Sr. No. Name of the Promoter
Shares Equity Share capital (%)
1. Anil Kishorepuria 28,276,536 34.43
2. Karan Kishorepuria 960,000 1.17
Total 29,236,536 35.60
Interest of Directors
All our Executive Directors may be deemed to be interested to the extent of remuneration and reimbursement of
293expenses, if any, payable to each of them, by our Company. Our Independent Directors may be deemed to be
interested to the extent the sitting fees and commission, if any, payable to them for attending meetings of our
Board and / or committees thereof as approved by our Board and, or, Shareholders, and the reimbursement of
expenses payable to them, as approved by our Board.
Except as stated in ‘Restated Financial Information - Related Party Transactions’ on page 364, and as disclosed
in this section, our Directors do not have any other interest in our business.
Our Directors may also be regarded as interested in the Equity Shares held by them or that may be subscribed by
or allotted to the companies, firms and trusts, in which they are interested as directors, members, partners, trustees
and promoter, pursuant to this Offer. Some of our Directors, who are shareholders of our Company, may also be
deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said
Equity Shares.
Other than our individual Promoters, none of our Directors have any interest in the promotion or formation of our
Company.
Except has disclosed in the ‘Restated Financial Information – Related Party Disclosures’ on page 364, none of
our Directors have any interest in any property acquired in the three years preceding the date of this Red Herring
Prospectus or proposed to be acquired by our Company or in any transaction by our Company for acquisition of
land, construction of stores or supply of materials.
No amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to
any of our Directors except the normal remuneration for services rendered as Directors.
No loans have been availed by our Directors from our Company.
Other 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 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 or companies in which they are interested as a member by any person either to induce them to become,
or to help them qualify as a Director, or otherwise for services rendered by them or by the firm or company in
which they are interested, in connection with the promotion or formation of our Company.
Changes in the Board in the last three years
Sr. Date of
No Name appointment/change/ Reason
cessation
1. Anil Kishorepuria October 01, 2022 Appointed as Chairman and Managing Director
2. Praveena Kala November 22, 2022 Appointment as an Additional Director
3. Praveena Kala November 22, 2022 Change in designation from Additional Director
to Independent Director
4. Praveena Kala December 23, 2022 Resignation
5. Karan Kishorepuria February 01, 2023 Change in designation to Whole Time Director
6. Raj Kumar April 10, 2023 Resignation
Kishorepuria
7. Dinabandhu Mohapatra April 10, 2023 Appointed as Additional Director
8. Sheetal Jhunjhunwala April 10, 2023 Appointed as Additional Director
9. Dinabandhu Mohapatra April 14, 2023 Change in designation from Additional Director
to Independent Director
10. Sheetal Jhunjhunwala April 14, 2023 Change in designation from Additional Director
to Independent Director
11. Rajesh Raghunath July 14, 2023 Appointed as an Additional Director
Pednekar
294Sr. Date of
No Name appointment/change/ Reason
cessation
12. Rajesh Raghunath September 29, 2023 Change in designation from Additional Director
Pednekar to Independent Director
13. Munish Jhajharia December 9, 2024 Appointed as an Additional Director
14. Munish Jhajharia December 11, 2024 Regularised as a Non-Executive Director
Corporate Governance
The corporate governance provisions of the SEBI Listing Regulations will be applicable to us immediately upon
the listing of the Equity Shares with the Stock Exchanges. We are in compliance with the requirements of the
applicable regulations, including the SEBI Listing Regulations, the Companies Act and the SEBI ICDR
Regulations, in respect of corporate governance particularly in relation to the composition of the Board and
constitution of the committees thereof and formulation and adoption of policies.
Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. As on
the date of this Red Herring Prospectus, our Board comprises of 6 Directors (including 1 woman director) of
whom 2 are Executive Directors, 1 Non-Executive Director and 3 Independent Directors.
Committees of the Board
Our Board has constituted the following committee of the Board in terms of the SEBI Listing Regulations and the
Companies Act:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders’ Relationship Committee;
4. Corporate Social Responsibility Committee; and
5. Risk Management Committee.
Audit Committee
The members of the Audit Committee are:
Sl. No Name of Committee Member Designation Position in the
Committee
1. Dinabandhu Mohapatra Independent Director Chairperson
2. Sheetal Jhunjhunwala Independent Director Member
3. Karan Kishorepuria Whole Time Director Member
The Audit Committee was re-constituted pursuant to a Board resolution dated March 14, 2024. The current terms
of reference of the Audit Committee was approved by a resolution dated December 24, 2024. The scope and
functions of the Audit Committee is in accordance with Section 177 of the Companies Act, read with Rule 6 of
the Companies (Meetings of the Board and its Powers) Rules, 2014, and Regulation 18 of the SEBI Listing
Regulations. Its terms of reference are as follows:
Powers of the Audit Committee
The Audit Committee shall have powers, including the following:
1. to investigate any activity within its terms of reference;
2. to seek information from any employee;
2953. to obtain outside legal or other professional advice;
4. to secure attendance of outsiders with relevant expertise, if it considers necessary; and
5. such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
Role of the Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of financial reporting process and the disclosure of financial information relating to the Company
to ensure that the financial statements are correct, sufficient and credible;
(2) recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of
appointment of auditors of the Company and the fixation of the audit fee;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) formulation and modification of a policy on related party transactions, which shall include materiality of
related party transactions;
(5) reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company
pursuant to each of the omnibus approvals given;
(6) 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.
(7) reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
(8) reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the Offer document / prospectus / notice and the report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement,
and making appropriate recommendations to the Board to take up steps in this matter. This also includes
monitoring the use/application of the funds raised through the proposed initial public offer by the Company;
(9) reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit
process;
(10) approval of any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company, subject to the conditions
as may be prescribed;
296Explanation: The term "related party transactions" shall have the same meaning as provided in Regulation
2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies
Act, 2013.
(11) scrutiny of inter-corporate loans and investments;
(12) valuation of undertakings or assets of the Company, wherever it is necessary;
(13) evaluation of internal financial controls and risk management systems;
(14) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
(15) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
(16) discussion with internal auditors of any significant findings and follow up there on;
(17) reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;
(18) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
(19) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
(20) reviewing the functioning of the whistle blower mechanism;
(21) establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
(22) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report
genuine concerns in appropriate and exceptional cases;
(23) approval of appointment of chief financial officer (i.e., the whole-time finance director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;
(24) approve the disclosure of the key performance indicators to be disclosed in the documents in relation to the
initial public offering of the equity shares of the Company;
(25) carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI
Listing Regulations or any other applicable law, as and when amended from time to time;
(26) 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;
(27) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders;
(28) To carry out such other functions as may be specified by the Board of Directors from time to time or
specified/provided under the Companies Act or the SEBI Listing Regulations or by any other regulatory
authority; and
(29) Approval of payment to statutory auditors for any other services rendered by the statutory auditors of the
Company.
297The Audit Committee shall mandatorily review the following information:
a) Management discussion and analysis of financial condition and results of operations;
b) Management letters / letters of internal control weaknesses issued by the statutory auditors;
c) Internal audit reports relating to internal control weaknesses;
d) The appointment, removal and terms of remuneration of the chief internal auditor;
e) Review the financial statements, in particular, the investments made by any unlisted subsidiary;
f) Statement of deviations in terms of the SEBI Listing Regulations:
a. quarterly statement of deviation(s) including report of the 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.
Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:
Sl. Name of Committee Members Designation Position in the
No Committee
1. S heetal Jhunjhunwala Independent Director Chairperson
2. A nil Kishorepuria Chairman and Managing Member
Director
3. D inabandhu Mohapatra Independent Director Member
4. R ajesh Raghunath Pednekar Independent Director Member
The Nomination and Remuneration Committee was constituted pursuant to a Board resolution dated July 17,
2023. The current terms of reference of the Nomination and Remuneration Committee were approved by a meeting
of the Board of Directors on July 24, 2025. The scope and functions of the Nomination and Remuneration
Committee is in accordance with Section 178 of the Companies Act, read with Rule 6 of the Companies (Meetings
of the Board and its Powers) Rules, 2014, and Regulation 19 of the SEBI Listing Regulations.
Terms of reference for the Nomination and Remuneration Committee:
The Nomination and Remuneration Committee shall be responsible for, among other things, as may be required
by the stock exchange(s) from time to time, 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 Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
2983. Formulation of criteria for evaluation of performance of independent directors and the Board;
4. Devising a Policy on Board diversity;
5. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal;
6. Whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors;
7. Recommend to the board, all remuneration, in whatever form, payable to senior management;
8. Administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option
Scheme of the Company;
9. Developing a succession plan for our Board and senior management and regularly reviewing the plan;
10. And other as specified in the terms of reference in the resolution passed for constitution of the committee.
Stakeholders’ Relationship Committee
The members of the Stakeholders’ Relationship Committee are:
Sl. Name of Committee Member Designation Position in the
No Committee
1. D inabandhu Mohapatra Independent Director Chairperson
2. S heetal Jhunjhunwala Independent Director Member
3. K aran Kishorepuria Whole Time Director Member
The Stakeholders’ Relationship Committee was constituted pursuant to a Board resolution dated May 23, 2023
and the current terms of reference of the Stakeholders’ Relationship Committee were approved by a meeting of
the Board of Directors on July 24, 2025. The terms of reference of the Stakeholders Relationship Committee of
our Company, as per Regulation 20 of the SEBI Listing Regulations and Section 178 of the Companies Act and
the applicable rules thereunder, include the following:
Terms of reference for the Stakeholders’ Relationship Committee:
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required by
the under applicable law, the following:
1. To specifically look into various aspects of interests of shareholders, debentures holders and other security
holders;
2. Resolving the grievances of the security holders of the 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. and grievances of debenture holders related to creation of
charge, payment of interest / principal amount, maintenance of security cover and any other covenants;
3. Reviewing of measures taken for effective exercise of voting rights by shareholders;
4. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;
5. Giving effect to all transfer/transmission of shares and debentures, dematerialization of shares and re-
materialization of shares, split and issue of duplicate/consolidated share certificates, compliance with all the
requirements related to shares, debentures and other securities from time to time;
6. Reviewing of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the registrar and share transfer agent of the Company and to recommend measures for
overall improvement in the quality of investor services;
2997. Reviewing 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
8. Carrying out such other functions as may be specified by the Board from time to time or specified/provided
under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.
Corporate Social Responsibility Committee
The members of the Corporate Social Responsibility Committee are:
Sl. Name of Committee Member Designation Position in the Committee
No
1. S heetal Jhunjhunwala Independent Director Chairperson
2. K aran Kishorepuria Whole Time Director Member
3. D inabandhu Mohapatra Independent Director Member
The Corporate Social Responsibility Committee was re-constituted pursuant to a Board resolution dated May 23,
2023. The current terms of reference of the Corporate Social Responsibility Committee were approved by a
meeting of the Board of Directors on December 24, 2024. The terms of reference of the Corporate Social
Responsibility Committee of our Company, as per Section 135 of the Companies Act and the applicable rules
thereunder, include the following:
Functions of the Corporate Social Responsibility Committee:
1. formulate and recommend to the Board, a “Corporate Social Responsibility Policy”, including any
amendments thereto, which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended;
2. review and recommend the amount of expenditure to be incurred on the activities referred to in (i) above;
3. review and monitor the implementation of the Corporate Social Responsibility Policy from time to time, and
make any revisions therein as and when decided by the Board and issue necessary directions as required for
proper implementation and timely completion of corporate social responsibility programmes;
4. identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
5. review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and
the distribution of the same to various corporate social responsibility programs undertaken by the Company;
6. provide explanation to the Board if the Company fails to spend the prescribed amount within the financial
year;
7. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
8. 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;
9. provide updates to our Board at regular intervals of six months on the corporate social responsibility activities;
and
10. exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms
of the provisions of Section 135 of the Companies Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014 or other applicable laws.
Risk Management Committee
The members of the Risk Management Committee are:
300Sl. Name of Committee Member Designation Position in the
No Committee
1. D inabandhu Mohapatra Independent Director Chairperson
2. S heetal Jhunjhunwala Independent Director Member
3. A nil Kishorepuria Chairman and Managing Member
Director
The Risk Management Committee was constituted pursuant to a Board resolution dated May 23, 2023. The current
terms of reference of the Risk Management Committee were approved by a meeting of the Board of Directors on
December 24, 2024. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing
Regulations and the terms of reference of the Risk Management Committee of our Company, include the
following:
1. To formulate a detailed risk management policy which shall include:
a. A framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Risk Management
Committee.
b. Measures for risk mitigation including systems and processes for internal control of identified risks.
c. Business continuity plan.
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;
4. To periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;
5. To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;
6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee;
7. To review and assess the risk management system and policy of the Company from time to time and
recommend for amendment or modification thereof;
8. To review and recommend potential risk involved in any new business plans and processes;
9. To review the Company’s risk-reward performance to align with the Company’s overall policy objectives;
10. To seek information from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary;
11. Advise the Board with regard to risk management decisions in relation to strategic and operational matters
such as corporate strategy;
12. Coordination of activities with other committee, in instances where there is any overlap with the activities of
such committees as per the framework laid down by the Board of Directors; and
13. To carry out such other functions as may be specified by the Board from time to time or specified/provided
under the Companies Act or the SEBI Listing Regulations.
301Management Organization Chart
(Remainder of this page has been intentionally left blank)
302Key Managerial Personnel
In addition to Anil Kishorepuria, our Chairman and Managing Director and Karan Kishorepuria, our Whole-Time
Director, whose details has been provided under the paragraph ‘Brief profile of our Directors’ on page 290, the
details of our other Key Managerial Personnel as on the date of this Red Herring Prospectus, are as follows:
1. Saikat Chatterjee, Chief Financial Officer; and
2. Tinku Kumar Gupta, Company Secretary and Compliance Officer;
Brief Profile of our Key Managerial Personnel
Saikat Chatterjee is the Chief Financial Officer of our Company. He has been associated with our Company
since March 1, 2024. He is responsible for financial strategy and fiscal management of our Company. He
completed his Bachelor’s degree in Science from University of Calcutta and Executive Post Graduation Diploma
in Management from Indian Institute of Social Welfare and Business Management. He is also qualified as a
Chartered Accountant. Prior to joining our Company, he was associated with Roy’s Institute of Competitive
Examinations Private Limited, Spencer’s Retail Limited and Price Waterhouse – India (Assurance). He has
received a remuneration of ₹ 4.15 million in Fiscal 2025.
Tinku Kumar Gupta is our Company Secretary and Compliance Officer of our Company. He has been associated
with our Company since July 23, 2024 and is responsible for secretarial and compliance. He has completed his
Master’s degree in Commerce from University of Calcutta. He is an associate member of the Institute of Company
Secretaries of India. Prior to joining our Company, he was associated with Jiwansaagaar Realty Private Limited.
He has received a remuneration of ₹ 0.69 million in Fiscal 2025.
Senior Management
In addition to Shruti Kishorepuria, one of our Promoters, whose details has been provided at ‘Our Promoters and
Promoter Group’ on page 307, the details of our Senior Management as on the date of this Red Herring Prospectus,
are as follows:
1. Vivek Lilha
2. Harish Kumar Singh
3. Rohan Kishorepuria
Brief Profiles of our Senior Management
Vivek Lilha is the Deputy General Manager – Procurement of our Company. He has been associated with our
Company since August 4, 2021. He is responsible for purchase and procurement of raw materials, in particularly,
maize. He holds a Bachelor’s degree in Commerce from The University of Burdwan. Prior to joining our
Company, he was associated with Amrit Feeds Limited, National Bulk Handling Corporation Limited, Edelweiss
Agri Value Chain Limited, and North End Foods Marketing Private Limited. He has received a remuneration of
₹ 2.49 million in Fiscal 2025.
Harish Kumar Singh is the Deputy General Manager - Plant of our Company. He has been associated with our
Company since June 24, 2016. He is responsible for overseeing operation of manufacturing plant and planning
and execution of projects. He has completed his Bachelor’s degree in Mechanical Engineering from University of
Rajasthan. Prior to joining our Company, he was associated with Gujarat Ambuja Exports Limited, Tantia
Agrochemicals Private Limited and Millennium Starch India Private Limited. He has received a remuneration of
₹ 2.07 million in Fiscal 2025.
Rohan Kishorepuria is the the Vice President – Sales & Services of our Company. He is responsible for sales
and managing customer relationships. He has been associated with our Company since June 1, 2019. He holds
Bachelor of Engineering degree in Mechanical Engineering from BMS College of Engineering. Prior to joining
our Company, he was associated with Sunkonnect Advisory Service Pvt Ltd. He has received a remuneration of
₹ 3.76 million in Fiscal 2025.
303Relationship amongst our Key Managerial Personnel and Senior Management
Other than as disclosed under “– Relationship between our Directors and Key Managerial Personnel and Senior
Management” on page 291, none of the Key Managerial Personnel or Senior Management are related to each
other.
Arrangements and Understanding with major shareholders, customers, suppliers or others
None of our Key Managerial Personnel and Senior Management have been selected pursuant to any arrangement
or understanding with any Shareholders, customers or suppliers or others.
Retirement and termination benefit
Except for applicable statutory benefits, none of our Key Managerial Personnel and Senior Management would
receive any benefits on their retirement or on termination of their employment with our Company.
Service Contracts with Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and Senior Management have entered into any service contract with our
Company.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
There is no contingent or deferred compensation payable to our Key Managerial Personnel and Senior
Management which does not form part of their remuneration.
Status of Key Managerial Personnel and Senior Management
All our Key Managerial Personnel and Senior Management are permanent employees of our Company.
Shareholding of Key Managerial Personnel and Senior Management
Except as disclosed below and as mentioned at ‘Shareholding of Directors in our Company’ above, none of our
Key Managerial Personnel and Senior Management hold any Equity Shares as on the date of this Red Herring
Prospectus:
Name of the Senior Pre-Offer No. of Equity Percentage of the pre-Offer
Sr. No.
Management Personnel Shares Equity Share capital (%)
1. Rohan Kishorepuria 360,000 0.44
Total 360,000 0.44
Bonus or Profit-Sharing Plan of Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and Senior Management are party to any bonus or profit-sharing plan of
our Company other than performance based discretionary incentives given to the Key Managerial Personnel and
Senior Management.
Changes in the Key Managerial Personnel and Senior Management
The changes in our Key Managerial Personnel and our Senior Management during the 3 years immediately
preceding the date of this Red Herring Prospectus, are set forth below:
Name Designation Date of change Reason for change
Navneet Baheti Chief Executive Offer August 25, 2022 Resignation
Rajendra Acharya General Manager, November 28, 2022 Appointment
Factory
Navneet Baheti Chief Financial Officer April 01, 2023 Appointment
Navneet Baheti Chief Financial Officer February 29, 2024 Resignation
Saikat Chatterjee Chief Financial Officer March 01, 2024 Appointment
Urmi Chaudhury Company Secretary May 31, 2024 Resignation
304Name Designation Date of change Reason for change
Tinku Kumar Gupta Company Secretary & July 23, 2024 Appointment
Compliance Officer
Rajendra Acharya General Manager, September 30, 2024 Resignation
Factory
Vivek Lilha Deputy General Manager November 15, 2024 Appointment
– Procurement
Harish Kumar Singh Deputy General Manager November 15, 2024 Appointment
– Plant
Shruti Kishorepuria Chief People Officer November 15, 2024 Appointment
Rohan Kishorepuria Vice President – Sales & December 9, 2024 Appointment
Services
Interests of Key Managerial Personnel and Senior Management
Except as disclosed under ‘Our Management - Interest of Directors’, and ‘Restated Financial Information -
Related Party Disclosures’ on pages 293 and 364 and except for the interest arising out of the shareholding of
Key Managerial Personnel and Senior Management in our Company, our Directors, Key Managerial Personnel,
and Senior Management do not have any interest in our Company other than to the extent of remuneration, or
benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred
to them in the ordinary course of business.
Attrition of Key Managerial Personnel and Senior Management vis-à-vis industry
The rate of attrition of our Key Managerial Personnel and Senior Management is not high in comparison to the
industry in which we operate.
Set out below are details of our employee attrition:
Particulars# Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of employees who left during the year (A) 107 112 116
Average no. of employees in during the year (B) 440 391 349
Employee attrition ratio (A/B) (%)(1) 24.32 28.64 33.24
# Excluding KMP
Set out below are details of the attrition of KMP and members of Senior Management:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of KMP and members of Senior 2 1 2
Management who left during the year (A)
Average no. of KMP and members of Senior 9* 9 9
Management during the year (B)
Attrition ratio (A/B) (%)(1) 22.22 11.11 22.22
Note:
* Rounded-off to the next integer
(1) Attrition rate has been calculated by dividing the total number of permanent employees/Key Managerial Person and
members of Senior Management who resigned during the year with the average of opening and closing total head count of the
permanent employees/Key Managerial Person and members of Senior Management during the respective year.
Payment or benefits to Directors or Key Managerial Personnel and Senior Management (non-salary
related)
Except as disclosed above under ‘Interest of our Directors’ on page 293, ‘Interest of Key Managerial Personnel
and Senior Management’ on page 305 and as stated in see ‘Restated Financial Information’ on page 315, no
amount or benefit has been paid or given within the 2 years preceding the date of filing of this Red Herring
Prospectus or is intended to be paid or given to any officer of our Company, including our Directors, Key
Management Personnel and Senior Management.
305Employee Stock Option Scheme
Our Company has formulated an ESOP Scheme. For further details of the ESOP Scheme of our Company and
employee stock options granted under ESOP Scheme, see ‘Capital Structure –Employee Stock Option Plan’ on
page 119.
306OUR PROMOTERS AND PROMOTER GROUP
The Promoters of our Company are:
1. Anil Kishorepuria;
2. Shruti Kishorepuria;
3. Karan Kishorepuria; and
4. BFL Private Limited
As on date of this Red Herring Prospectus, our Promoters hold an aggregate of 74,352,810 Equity Shares,
constituting 90.52% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company. Set
out below is the individual shareholding of each of our Promoter:
Pre-Offer No. of Equity Percentage of the pre-Offer
Sr. No. Name of the Promoter
Shares Equity Share capital (%)
1. Anil Kishorepuria 28,276,536 34.43
2. Shruti Kishorepuria 30,441,624 37.06
3. BFL Private Limited 14,674,650 17.87
4. Karan Kishorepuria 960,000 1.17
Total 74,352,810 90.52
Brief Profiles of our Promoters
Our Individual Promoters
Anil Kishorepuria
Address: 3, Hungerford Street, Flat No. 2, Next to
St. Xavier’s College, Kolkata, West Bengal, India –
700017
Date of Birth: August 19, 1972
PAN: AESPK3130R
Anil Kishorepuria, aged 52 years, is a Promoter of
our Company. He is also the Chairman and
Managing Director of our Company. Other than the
entities forming part of the Promoter Group, he is
not involved in any other venture.
For a complete profile of Anil Kishorepuria,
including his educational qualifications, personal
address, professional experience, other directorships
etc., see ‘Our Management’ on page 288.
307Shruti Kishorepuria
Address: 3, Hungerford Street, Flat No. 2, Next to
St. Xavier’s College, Kolkata, West Bengal, India –
700017
Date of Birth: October 23, 1974
PAN: AFWPK2880H
Shruti Kishorepuria, aged 50 years, is a Promoter of
our Company. She holds a bachelor’s degree in arts
from Loreto College, University of Calcutta. She
has been associated with our Company since 2016
and has been associated as Chief People Officer of
our Company since October 1, 2022. She has over 8
years of experience in human resources.
Other Directorship: She is currently a director on
the board of (i) Convergence Contact Centre Private
Limited; (ii) BFL Private Limited; (iii) GDJ
Housing Private Limited; and (iv) Jiwan Sagar
Promotors Private Limited.
Other than the entities forming part of the Promoter
Group, she is not involved in any other venture.
Karan Kishorepuria
Address: 3, Hungerford Street, Flat No. 2, Next to
St. Xavier’s College, Kolkata, West Bengal, India –
700017
Date of Birth: April 14, 1998
PAN: ELOPK9388E
Karan Kishorepuria, aged 27 years, is a Promoter
and the Whole-Time Director of our Company.
Other than the entities forming part of the Promoter
Group, he is not involved in any other venture.
For a complete profile of Karan Kishorepuria,
including his educational qualifications, personal
address, professional experience, other
directorships etc., see ‘Our Management’ on page
288.
Our Company confirms that the PAN, bank account number, passport number, aadhar card number and driving
license number, as applicable of our individual Promoters have been submitted to the Stock Exchanges at the time
of filing of the Draft Red Herring Prospectus.
Our Corporate Promoter
BFL Private Limited (BFL)
Brief History
BFL was incorporated as Blumen Feld Limited, a public limited company under the Companies Act, 1956 and
308received a certificate of incorporation issued by the registrar of companies, West Bengal on April 27, 1993.
Subsequently, its name was changed to Bllumen Feld Limited pursuant to a certificate of incorporation issued by
registrar of companies, West Bengal at Calcutta on May 21, 1998. Thereafter, its name was changed to ‘BFL
Limited’ pursuant to a certificate of incorporation issued by registrar of companies, West Bengal on June 9, 2000.
BFL converted into a private company and its name was changed to ‘BFL Private Limited’ pursuant to certificate
of incorporation issued by registrar of companies, West Bengal dated June 26, 2000.
The CIN of BFL Private Limited is U74999WB1993PTC058676 and the Permanent Account Number is (PAN)
is AACCB1301N and its registered office is situated at 6th Floor, D2/2, Block-EP & GP, Sector-V, Kolkata, West
Bengal, India, 700091. Anil Kishorepuria and Shruti Kishorepuria, who are amongst the Promoters of our
Company, are also the promoters of BFL.
Our Company confirms that the permanent account number, bank account number, CIN and the address of
registrar of companies where our Corporate Promoter is registered, have been submitted to the Stock Exchanges
at the time of filing of the Draft Red Herring Prospectus.
Nature of Activities
1. To carry on the business of buying, selling, trading, reselling, importing, exporting, transporting, storing,
developing, promoting, marketing or supplying, trading, and dealing in any manner whatsoever in all types
of goods like Maize, Wheat, Rice, Potato, Wheat Flour, Corn Flour, Starch, Glucose, Gluten, Germ, Fiber,
Custard Powder, and any kind of Strach containing plants, trees and substances on retail as well as on
wholesale basis in India or elsewhere.
2. To act as broker, trader, agent, C & F agent, shipper, commission agent, distributor, representative, franchiser,
consultant, collaborator, stockist, liasioner, job worker, export house of all types of goods, merchandise, and
services of all grades, specifications, descriptions, applications, modalities, fashions, including by-products,
spares or accessories thereof, on retail as well as on wholesale basis and to provide support services and
consultancy services.
3. To carry on the business as exhibitors of various goods, services, and merchandise and to undertake the
necessary activities to promote sales of all types of goods, services, and merchandise manufactured/dealt
with/provided by the Company.
4. To do all such other things as may be considered conducive or incidental to the attainment of the main objects
as may be allowed by law and necessary to promote the business of the company.
Shareholding Pattern of Promoter
Sr. Name of the Shareholder No. of shares Nature of Percentage of
No shares Shareholding
(%)
1. Anil Kishorepuria 1,560,495 Equity 72.22
2. Shruti Kishorepuria 600,135 Equity 27.78
Total 2,160,630 100.00
Change in Control
There has been no change in control of BFL in the last 3 years.
Change in activities
BFL was originally involved in the business of exporting plastic engineered goods. Pursuant to a resolution passed
by its shareholders on May 29, 2000, the memorandum of association of BFL was revised. Thereafter, BFL was
involved in the business of trading in iron and steel. Subsequently, the memorandum of association of BFL was
revised pursuant to a resolution passed by its shareholders on October 28, 2024. Thereafter, BFL has been
involved in the business of trading maize, starch and other products which is its current line of business. Other
than as mentioned here, there has been no change in activities of our Corporate Promoter since the date of its
incorporation.
Interests of our Promoters
309Our Promoters are interested in our Company to the extent: (a) that they have promoted our Company; and (b) of
their respective shareholding in our Company; (c) any other distributions in respect of the Equity Shares held by
them, their relatives or such entities in which they are interested, if any; and (d) that our Company has undertaken
transactions with them, or their relatives or entities in which our Promoters hold shares or have an interest, if
applicable. Our individual Promoters are interested in our Company to the extent: (a) of the shareholding of their
relatives and entities in which they are interested and which hold the Equity Shares of our Company, and the
dividends payable upon such shareholding, if any; and (b) of being the Directors and Key Managerial Personnel
of our Company and the sitting fees / remuneration, benefits and reimbursement of expenses, payable to them as
per the terms of their employment by our Company. For further details of our Promoters, see ‘Summary of the
Offer Document – Related Party Disclosures’, ‘Capital Structure - Build-up of the Promoters’ shareholding in
our Company’ and ‘Our Management - Shareholding of Directors in our Company’ on pages 25, 111 and 293,
respectively.
None of our Promoters are interested as a member of a firm or company and no sum has been paid or agreed to
be paid to any of our Promoters or to any such firm or company in cash or shares or otherwise by any person
either to induce him to become, or to qualify him as, a director, or otherwise, for services rendered by such
Promoter(s) or by such firm or company in connection with the promotion or formation of our Company.
Save and except as disclosed below and in the ‘Restated Financial Information - Related Party Disclosures’, none
of our Promoters have an interest in any property acquired by or leased to our Company during the 3 years
immediately preceding the date of this Red Herring Prospectus or proposed to be acquired or leased to our
Company, or in any transaction by our Company for acquisition of land, construction of building or supply of
machinery:
Particulars Address Leased / Lessor/Licensor Validity
Owned
Registered and 6th Floor, D2/2, Block-EP & GP, Sector- Rent Sriyash 10 years
Corporate office V, Kolkata, West Bengal, India, 700091 Infrastructure from April
LLP 1, 2023.
Office premises 7th Floor, EP & GP Block, Convergence Rent Sriyash 10 years
Contact Centre, Saltlake city, Kolkata- Infrastructure from April
700091, West Bengal LLP 1, 2023.
For further details, see ‘Restated Financial Information - – Related Party Disclosures’ on page 364.
Other than Contessa Commercial Company Private Limited, Jiwansagar Promotors Private Limited and SRM
Private Limited, there are no entities forming part of our Promoter Group that are engaged in business activities
similar to those of our Company. Further, our Promoters do not have any interest in any venture that is involved
in any activities similar to those conducted by our Company. Our Company will adopt the necessary procedures
and practices as permitted by law to address any conflict situation as and when it arises.
Payment or benefits to our Promoters or our Promoter Group
Except in the ordinary course of business and as stated in ‘Our Management’ and ‘Restated Financial Information
– Related Party Disclosures’ on pages 288 and 364, there has been no direct or indirect contracts, agreements or
any other arrangements pursuant to which any amount, payment or benefit paid or given, respectively, to our
Promoters or Promoter Group during 2 years prior to the date of this Red Herring Prospectus and no amount,
payment or benefit is intended to be paid or given to any of our Promoters or members of the Promoter Group as
on the date of this Red Herring Prospectus.
Material Guarantees
As on the date of this Red Herring Prospectus, our Promoters have not given any material guarantees to any third
party with respect to the Equity Shares of our Company.
For details with respect to personal guarantees given by our Promoters to any third party see “History and Certain
Corporate Matters” on page 280.
310Interest in property acquired, acquisition of land, construction of building and supply of machinery, etc.
Save and except as disclosed in the ‘Restated Financial Information – Related Party Disclosures’ our Promoters
do not have any interest (direct or indirect) in any property acquired by our Company in the preceding three years
from the date of this Red Herring Prospectus or proposed to be acquired by our Company or in any transaction
with respect to the acquisition of land, construction of building and supply of machinery.
Change in the control of our Company
There has been no change in control of our Company in the last 5 years immediately preceding the date of this
Red Herring Prospectus.
Companies or Firms with which our Promoters have disassociated in the last 3 years
Except as disclosed below, none of our Promoters have disassociated themselves from any company or firm in
the last 3 years immediately preceding the date of filing of this Red Herring Prospectus:
Name of Companies or firms with Reasons and Terms of Date of
Promoter(s) which Promoter(s) have circumstances leading disassociation disassociation
disassociated to the disassociation
Anil Contessa Commercial Resigned as a director NA February 13,
Kishorepuria Company Private Limited due to Pre-occupation 2024
Jiwansaagaar Realty Resigned as a director NA June 6, 2024
Private Limited due to Pre-occupation
Purple Propshop LLP Resigned as a NA January 13,
Designated Partner due 2023
to pre-occupation
Jiwansaagaar Realty Resigned as a director NA July 8, 2024
Shruti Private Limited due to Pre-occupation
Kishorepuria Contessa Commercial Resigned as a director NA February 13,
Company Private Limited due to Pre-occupation 2024
Confirmations
Other than as disclosed in ‘Other Regulatory and Statutory Disclosures – Prohibition by SEBI or other
Governmental Authorities’ on page 436, none of our Promoters are not and have never been a promoter, director
or person in control of any other company which is prohibited from accessing or operating in capital markets
under any order or direction passed by SEBI or any other regulatory or governmental authority.
Neither our Promoters nor any of the members of our Promoter Group have been declared as Wilful Defaulters
or Fraudulent Borrowers, as defined in the SEBI ICDR Regulations.
Except as disclosed in the ‘Outstanding Litigation and Other Material Developments’ on page 420, there is no
litigation or legal or disciplinary action pending or taken by any ministry, department of the Government or
statutory authority during the last 5 years preceding the date of this Red Herring Prospectus against our Promoters.
Our Promoters are not interested in any entity which holds any intellectual property rights that are used by our
Company
Our Promoter Group
In addition to our Promoters, the following persons and entities form part of our Promoter Group in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations.
Natural persons who are part of the Promoter Group
Name of Promoter Relationship Name of the Relative
Anil Kishorepuria Spouse Shruti Kishorepuria
Father Raj Kumar Kishorepuria
311Name of Promoter Relationship Name of the Relative
Mother Late Nirmala Devi Kishorepuria
Brother Sunil Kishorepuria
Son Karan Kishorepuria
Son Krishnav Kishorepuria
Spouse’s Mother Gyaneswari Jhunjhunwala*
Spouse’s Father Sushil Jhunjhunwala*
Spouse’s Brother Ajit Kishorepuria*
Shruti Kishorepuria Spouse Anil Kishorepuria
Father Sushil Jhunjhunwala*
Mother Gyaneswari Jhunjhunwala*
Brother Ajit Jhunjhunwala*
Son Karan Kishorepuria
Son Krishnav Kishorepuria
Spouse’s Father Raj Kumar Kishorepuria
Spouse’s Brother Sunil Kishorepuria
Karan Kishorepuria Father Anil Kishorepuria
Mother Shruti Kishorepuria
Brother Krishnav Kishorepuria
Entities forming part of the Promoter Group of our Promoters
Sr. No. Name
1. SRM Pvt. Ltd.
2. Purple Propshop LLP
3. Sriyash Infrastructure LLP
4. Jiwansagar Towers Private Limited
5. Sagar Business Private Limited
6. Contessa Commercial Company Private Limited
7. Inservia Innovations Private Limited
8. Inservia Biochem Private Limited
9. Inservia Agri LLP
10. BMW Vyapar Private Limited
11. Sunil Kishorepuria (HUF)
12. Anil Kishorepuria (HUF)
13. Raj Kumar Kishorepuria (HUF)
14. Jiwansagar Promotors Private Limited
15. Convergence Contact Centre Private Limited
16. Convergence Maintenance Services Private Limited
17. Big Dream Properties Private Limited
18. Jiwansagar Biochem Private Limited
19. Super Spirit Warehouse
20. KKSA Innovations LLP
21. KKSA Properties LLP
22. KKSA Global LLP
23. KKSA Resources LLP
24. Shruti Family Trust*
25. Genesis Exports Private Limited (formerly known as Genesis Exports Limited)*
26. La Opala RG Limited*
27. GDJ Housing Private Limited*
28. SKJ Investments Private Limited*
29. SKJ Estate Private Limited*
312Sr. No. Name
30. Radiant Packaging Private Limited*
31. Ishita Housing Private Limited*
* Our Company had filed an application dated September 18, 2024 with SEBI under Regulation 300(1)(c) of the
SEBI ICDR Regulations, requesting for relaxation of the applicable provisions of the SEBI ICDR Regulations
with respect to identifying and disclosing, Sushil Jhunjhunwala, father of Shruti Kishorepuria; Gyaneshwari
Jhunjhunwala, mother of Shruti Kishorepuria and Ajit Jhunjhunwala, brother of Shruti Kishorepuria (collectively,
Related Individuals), and the body corporates/entities namely Shruti Family Trust, Genesis Exports Private
Limited (formerly known as Genesis Exports Limited), La Opala RG Limited, GDJ Housing Private Limited, SKJ
Investments Private Limited, SKJ Estate Private Limited, Radiant Packaging Private Limited and Ishita Housing
Private Limited (collectively, Connected Persons) from disclosing information and confirmations regarding, and
from, such natural person(s) and entities, as required under the SEBI ICDR Regulations (Exemption
Application). By way of a letter dated October 10, 2024 (bearing reference number SEBI/HO/CFD/RAC-
DIL2/P/OW/2024/31967/1), read with SEBI email dated December 31, 2024, SEBI has rejected the Exemption
Application and directed our Company to include the names of the relevant Related Individuals and Connected
Persons as members of our Promoter Group, and to disclose details pertaining to such individuals / entities based
on information available in the public domain. Since our Company has not been able to procure relevant
information, from, and in relation to, the Related Individuals and Connected Persons, and to comply with the
provisions of the SEBI ICDR Regulations, the disclosures in relation to the Related Individuals in the Draft Red
Herring Prospectus and this Red Herring Prospectus have been included to the best of our Company’s knowledge
and to the extent the information were available and accessible in the public domain including as published on
the websites of (i) Watchout Investors (accessible at https://www.watchoutinvestors.com/); (ii) CIBIL (accessible
at https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited (accessible
at https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis. Further,
since the Related Individuals and Connected Persons have expressed their unwillingness to be named as a member
of the Promoter Group in the Draft Red Herring Prospectus and this Red Herring Prospectus and any other
document in relation to the Offer and to provide the necessary information and confirmation sought, our Company
has not been able to ascertain any other entity forming part of the Connected Persons which would qualify as a
member of our Promoter Group. Accordingly, details in relation to the Connected Persons, which may qualify as
a member of our Promoter Group have not been disclosed in the Draft Red Herring Prospectus and this Red
Herring Prospectus. For details, please see ‘Risk Factors - Some of the members of our Promoter Group have
not consented to the inclusion of, nor have they provided, information or any confirmations or undertakings
pertaining to himself or the entities in which they holds interest, which are required to be disclosed in relation to
Promoter Group under the SEBI ICDR Regulations in the Draft Red Herring Prospectus and this Red Herring
Prospectus. The disclosures relating to these members of the Promoter Group have been included in the Draft
Red Herring Prospectus and this Red Herring Prospectus based on information available in public domain.
Accordingly, we cannot assure you that the disclosures relating to such members of our Promoter Group are
accurate, complete, or updated. Further, details in relation to Connected Persons which may qualify as a member
of our Promoter Group have not been disclosed in the Draft Red Herring Prospectus and this Red Herring
Prospectus’ on page 37.
313DIVIDEND POLICY
The declaration and payment of dividends, if any will be recommended by our Board and approved by our
Shareholders, at their discretion, subject to the provisions of our Articles of Association and the applicable law,
including the Companies Act. The dividend policy of our Company was adopted and approved by our Board in
their meeting held on May 23, 2023 (Dividend Policy).
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result,
we may not declare dividend in the foreseeable future. In terms of our Dividend Policy, our Board shall consider,
inter alia, the following internal and external parameters while declaring or recommending dividends to our
Shareholders: (i) profitable growth of our Company and specifically, profits earned during the financial year as
compared with the previous year and our internal budgets; (ii) our Company’s cash flow position; (iii)
accumulated reserves; (iv) earnings stability; (v) business cycles; (vi) economic environment; (vii) cost of external
financing; (viii) inflation rate, and any other factors that our Board may deem fit.
In addition, our ability to pay dividends may be impacted by a number of other factors, including any tax and
regulatory changes in the jurisdiction in which our Company operates which significantly affects the business,
taxation and other regulatory changes and restrictive covenants under our current or future loan or financing
documents or arrangements, our Company is currently availing or may enter into finance our fund requirements
for our business activities from time to time. For details in relation to the risk, see ‘Financial Indebtedness’ on
page 378.
Our Company may from time to time, pay interim dividends. Our past practices in relation to declaration of
dividend and, or, the amount of dividend paid is not necessarily indicative of our future dividend declaration.
There is no guarantee that any dividends will be declared or paid of any amount, or with any frequency in the
future. For further details in relation to the risk involved, see ‘Risk Factor – 53. Our Company has paid
dividends in the past. However, there cannot be any assurance that our Company will be in a position to pay
dividends in the future’.
Other than as disclosed below, our Company has not declared any dividends from April 1, 2025 till the date of
this Red Herring Prospectus, during financial years ended March 31, 2025, March 31, 2024, and March 31, 2023:
Particulars From April 1, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
till the date of this
Red Herring
Prospectus
Number of Equity 82,135,940 82,135,940* 9,585,175 9,585,175
Shares
Face Value of Equity ₹ 5 ₹ 5 ₹ 10 ₹ 10
Share (per share) (₹)
Interim Dividend on Nil Nil Nil Nil
each Equity Share (₹)
Final Dividend on each Nil Nil Nil ₹ 3
Equity Share excluding
Dividend Distribution
Tax (₹)
Dividend Rate for each Nil Nil Nil 30%
Equity Share (%)
Dividend Distribution Nil Nil Nil Nil
Tax (%)
Dividend Distribution Nil Nil Nil Nil
Tax (₹)
Mode of payment of Nil Nil Nil Bank
Dividend
* Pursuant to sub-division of equity shares of ₹ 10 each into equity share of ₹ 5 each, issue of Bonus shares and allotment of
Equity Shares on conversion of loan.
314SECTION VI: FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
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315INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED FINANCIAL INFORMATION
The Board of Directors
Regaal Resources Limited
(formerly known as Regaal Resources Private Limited)
Convergence Contact Centre, 5th Floor, D2/2, EP &, GP Block,
Sector V, Bidhannagar, Kolkata, West Bengal 700091
Dear Sirs/ Madams,
1. We have examined the attached Restated Financial Information of Regaal Resources Limited (formerly known
as Regaal Resources Private Limited) (the “Company” or the “Issuer”) comprising the Restated Statement of
Assets and Liabilities as at March 2025, March 31, 2024 and March 31, 2023, the Restated Statements of Profit
and Loss (including other comprehensive income), the Restated Statement of Changes in Equity and the
Restated Statement of Cash Flows for the years ended March 31, 2025, March 31, 2024, and March 31, 2023,
Statement of Material Accounting Policies, and other explanatory information of the Company (collectively,
the “Restated Financial Information”), prepared by the Company for the purpose of inclusion in the Red
Herring Prospectus and Prospectus (“Offer Documents”) ( in connection with its proposed initial public
offering of the equity shares of the Company (the “IPO”). The Restated Financial Information has been
approved by the Board of Directors of the Company at their meeting held on July 24, 2025 and has been
prepared in accordance with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the "Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended (the "ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019), as amended issued by the Institute
of Chartered Accountants of India (“ICAI”), (the “Guidance Note”).
Management's Responsibility for the Restated Financial Information
2. The Company’s management & Board of Directors are responsible for the preparation of the Restated
Financial Information which have been approved by the Board of Directors for the purpose of inclusion in the
Offer Documents to be filed with Securities and Exchange Board of India (SEBI), BSE Limited ,National
Stock Exchange of India Limited (collectively, with BSE Limited, the “Stock Exchanges” ) and ROC in
connection with the proposed IPO. The Restated Financial Information have been prepared by the management
of the Company in accordance with the basis of preparation, stated in Note 2 to the Restated Financial
Information. The responsibility of the Board of Directors of the Company includes designing, implementing
and maintaining adequate internal controls relevant to the preparation and presentation of the Restated
Financial Information. The management is also responsible for identifying and ensuring that the Company
complies with the Act, the ICDR Regulations and the Guidance Note.
316Auditor’s Responsibilities
3. We have examined such Restated Financial Information taking into consideration:
a) the terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter dated August 5, 2024, in connection with the proposed IPO of equity shares of the Issuer;
b) the Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by
the ICAI.
c) concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence
supporting the Restated 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 Financial Information
4. The Restated Financial Information have been compiled by the management of the Company from:
i. The audited financial statements of the Company as at and for the years ended March 2025, March 31,
2024 and March 31, 2023 prepared in accordance with Indian Accounting Standard (“Ind AS”) as
prescribed under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015
and other accounting principles generally accepted in India (“Audited Financial Statements”), which have
been approved by the Board of Directors at their meetings held on July 24, 2025 , July 23, 2024 and
September 2, 2023 respectively.
5. For the purpose of our examination, we have relied on:
(a) the independent auditor’s reports issued by us, dated July 24, 2025, July 23, 2024 and September 2, 2023
respectively, on the financial statements for the years ended March 2025, March 31, 2024 and March 31,
2023 as referred in Paragraph 4 (i) above, on which we have issued an unmodified opinion thereon.
6. (a) Our audit report for the year ended March 31, 2023 as referred in paragraph 5 above included Emphasis of
Matter paragraph on the below matter:
We draw attention to Note 59 of the financial statements which states that the Company has not complied
with the provisions of section 149, 177 and 178 of the Act with respect to appointment of Independent
Directors, constitution of audit committee and remuneration committee during the year ended March 31,
2023. However, as stated in the above note the same has been complied with by the company subsequently
317on appointment of requisite number of Independent Directors on April 10, 2023 and constitution of the
committees with effect from May23, 2023 and July17,2023.
Our opinion on the financial statements is not modified in respect of the above matter
(b) Our audit report for the year ended March 31, 2024 as referred in paragraph 5 above included the following
paragraph under Report on Other Legal and Regulatory Requirements in respect of Audit Trail:
Based on our examination, which includes test check, the Company has used an accounting software for
maintaining its books of accounts, which has a feature of recording audit trail (edit log) facility except for
the period April 1, 2023 to May 11, 2023 where audit trail feature was not enabled. For accounting
software for which audit trail feature is enabled, the audit trail facility has been operating throughout the
period for all relevant transactions recorded in the software and we did not come across any instances
of audit trail feature being tampered with during the course of our audit.
7. Based on our examination and according to the information and explanations given to us, we report that:
i. The Restated Financial Information have been prepared after incorporating adjustments for the changes in
accounting policies, material errors and regrouping/reclassifications retrospectively in the year 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 in the restated financial statements of the Company as at and
for the year ended March 31, 2025.
ii. There are no qualifications in the independent auditor’s report on the audited financial statements of the
Company as at and for each of the years ended March 31, 2025, March 31,2024 and March 31, 2023.
iii. The Restated Financial Information have been prepared in accordance with the Act, the ICDR Regulations
and the Guidance Note.
8. This report should not in any way be construed as a reissuance or re-dating of any previous audit report issued
by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
9. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the date
of the report on the audited financial statements mentioned in paragraph 5 above.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
31811. Our report is intended solely for use of the Board of Directors of the Company for inclusion in the Offer
Documents to be filed with SEBI, Stock Exchanges and ROC in connection with the proposed IPO. Our report
should not be used, referred to, or distributed for any other purpose. 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.
For Singhi & Co.
Chartered Accountants
Firm Registration Number: 302049E
(Giridhari Lal Choudhary)
Partner
Membership Number: 052112
UDIN: 25052112BMLZFK4524
Place: Kolkata
Date: July 24, 2025
319REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Restated Statement of Assets & Liabilities
(All amounts are in INR Million, unless otherwise stated)
Particulars Notes As at As at As at
March 31, March 31, March 31,
2025 2024 2023
ASSETS
Non-current assets
(a) Property, plant and equipment 5 3,714.03 3,004.23 1 ,752.74
(b) Right of use assets 5 4 0.40 4 5.45 8 1.38
(c) Capital work in progress 5.1 7 03.60 3 96.04 4 41.22
(d) Intangible assets 6 0 .47 0 .35 0 .15
(e) Financial assets
(i) Investments 7 1 1.23 8 .60 4 .09
(ii) Other Financial Asset 8 1 9.81 1 6.14 1 4.19
(f) Other Non Current assets 9 3 31.83 3 5.96 1 74.73
Total non-current assets 4 ,821.37 3 ,506.77 2 ,468.50
Current assets
(a) Inventories 10 1 ,183.45 5 70.78 3 05.12
(b) Financial assets
(i) Investments 11 - 1 1.19 -
(ii) Trade receivables 12 1 ,368.72 1 ,267.35 7 19.37
(iii) Cash and cash equivalents 13 5 28.95 1 97.76 0 .92
(iv) Bank Balances other than (iii) above 13.1 8 .93 - -
(v) Other Financial Asset 14 1 25.14 5 8.36 1 15.77
(c) Current tax assets 15 3 .17 3 .17 0 .52
(d) Other Current Assets 16 5 62.92 2 44.33 1 05.00
Total Current assets 3 ,781.28 2 ,352.94 1 ,246.70
Total Assets 8 ,602.65 5 ,859.71 3 ,715.20
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 17 4 10.68 9 5.85 9 5.85
(b) Other equity 18 2 ,024.40 1 ,251.22 1 ,029.24
Total Equity 2 ,435.08 1 ,347.07 1 ,125.09
Liabilities
Non-current Liabilities
(a) Financial liabilities
(i) Borrowings 19 3 ,043.47 2 ,512.32 1 ,252.03
(ii) Lease liabilities 20 4 3.99 4 8.21 8 5.22
(b) Provisions 22 2 6.06 1 8.62 1 3.26
(c) Deferred tax liabilities (net) 23 1 82.56 1 27.32 8 5.81
Total non-current liabilities 3 ,296.08 2 ,706.47 1 ,436.32
Current Liabilities
(a) Financial liabilities
(i) Borrowings 24 2 ,027.01 1 ,059.81 6 37.29
(ii) Lease liabilities 25 4 .22 3 .83 1 .18
(iii) Trade payables
- total outstanding dues of micro enterprises and small enterprises 21 0 .75 1 4.00 8 .71
- total outstanding dues of creditors other than micro enterprises 21
4 79.32
and small enterprises 5 33.03 3 98.51
(iv) Other Financial Liabilities 26 3 27.74 1 74.10 7 1.41
(b) Other current liabilities 27 1 5.10 1 9.60 3 0.53
(c) Provisions 28 0 .97 0 .42 0 .32
(d) Current Tax Liability (Net) 29 1 6.38 1 .38 5 .84
Total current liabilities 2 ,871.49 1 ,806.17 1 ,153.79
Total liabilities 6 ,167.57 4 ,512.64 2 ,590.11
Total equity and liabilities 8 ,602.65 5 ,859.71 3 ,715.20
Summary of Material Accounting Policies 3
The accompanying notes are an integral part of the Restated Financial Information
In terms of our report attached of the even date
For Singhi & Co.
Chartered Accountants For and on behalf of the Board of Directors
(Firm Registration No.302049E) Regaal Resources Limited
Anil Kishorepuria Karan Kishorepuria
Giridhari Lal Choudhary Chairman & Managing Director Whole Time Director
Partner DIN - 00724382 DIN - 09228702
Membership No.052112
Place: Kolkata Saikat Chatterjee Tinku Kumar Gupta
Date: July 24, 2025 Chief Financial Officer Company Secretary & Compliance Officer
PAN: AFHPC3834Q Membership No.- A55353
320REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Restated Statement of Profits and Losses
(All amounts are in INR Million, unless otherwise stated)
Particulars Notes For the year For the year For the year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Income:
I Revenue from operations 30 9,151.61 6,000.23 4 ,879.55
II Other income 31 2 4.15 1 0.54 7.19
III Total income ( I + II ) 9,175.76 6,010.77 4 ,886.74
IV Expenses:
Cost of materials consumed 32 5,308.85 3,270.28 2 ,926.81
Purchase of Stock in Trade 33 1,400.49 1,321.83 5 81.32
Changes in inventories of finished goods and Stock in trade 34 ( 63.33) ( 270.88) ( 27.17)
Employee benefits expense 35 246.44 203.72 1 75.10
Finance costs 36 373.50 194.65 1 12.45
Depreciation and amortisation expense 37 140.56 8 8.27 7 5.53
Other expenses 38 1,131.26 911.63 8 16.76
Total expenses 8,537.77 5,719.50 4 ,660.80
V Profit before tax (III-IV) 637.99 291.27 2 25.94
VI Tax expense:
-Current tax 23 106.60 2 8.53 3 7.74
-Deferred tax 23 5 4.71 4 1.32 20.62
Total Tax Expense 161.31 6 9.85 58.36
VII Profit for the year (V-VI) 476.68 221.42 167.58
VIII Other comprehensive income/(loss) for the year 39
Item that will not be subsequently reclassified to profit or loss
(a) Re-measurement gains/(losses) on defined benefit obligations 2 .11 0 .75 0.62
(b) Income tax effect on above ( 0.53) ( 0.19) ( 0.16)
Total other comprehensive income/(loss), net of tax 1 .58 0 .56 0.46
IX Total comprehensive income for the year 478.26 221.98 1 68.04
X Earnings per equity share (EPS) (face value of share of Re. 5 each) (Refer Note
17(a))
Basic Earnings Per Share 40 6 .05 2 .89 2.20
Diluted Earnings Per Share 40 6 .03 2 .89 2.20
Summary of Material Accounting Policies 3
The accompanying notes are an integral part of the Restated Financial Information
In terms of our report attached of the even date
For Singhi & Co.
Chartered Accountants For and on behalf of the Board of Directors
(Firm Registration No.302049E) Regaal Resources Limited
Anil Kishorepuria Karan Kishorepuria
Chairman & Managing Whole Time Director
Giridhari Lal Choudhary Director
Partner DIN - 00724382 DIN - 09228702
Membership No.052112
Place: Kolkata Saikat Chatterjee Tinku Kumar Gupta
Date: July 24, 2025 Chief Financial Officer Company Secretary & Compliance Officer
PAN: AFHPC3834Q Membership No.- A55353
321REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Restated Statement of Cash Flow
(All amounts are in INR Million, unless otherwise stated)
For the year For the year For the year
ended March ended March ended March
Particulars 31, 2025 31, 2024 31, 2023
A. Cash Flow from Operating Activities
Profit before tax 6 37.99 2 91.27 2 25.94
Adjustments for :
Depreciation and amortization expenses 1 35.51 8 3.22 6 8.05
Depreciation on Right of use assets 5.05 5.05 7.48
Finance cost 3 68.68 1 89.49 1 07.87
Finance cost on leasing arrangement 4.82 5.16 4.58
Interest income ( 0.68) ( 0.24) ( 0.25)
Stock Option Compensation Expenses 1 2.23 - -
Change in fair value of financial assets through FVTPL ( 0.62) ( 0.78) 0.13
Profit on sale of Mutual Fund ( 0.06) - -
Allowance for expected credit loss ( 9.72) 1.57 2.04
Bad and Doubtful debt written off 0.17 0.27 0.46
Unrealised Foreign Exchange Difference ( 0.12) ( 1.15) ( 0.08)
(Profit) /Loss on sale of fixed assets - ( 0.32) -
Liability written back ( 3.78) ( 1.33) ( 2.44)
Operating profit before working capital changes 1 ,149.47 5 72.21 4 13.78
Movement in working capital:
Decrease / (Increase) in Trade Receivables ( 91.70) ( 548.67) ( 376.41)
Decrease / (Increase) in inventories ( 612.67) ( 265.66) 2 19.76
Decrease / (Increase) in other financial and non financial assets ( 391.52) ( 83.84) ( 75.96)
Increase / (Decrease) in Trade Payables ( 63.18) 1 41.14 2 47.46
Increase / (Decrease) in other financial and non financial liabilities ( 10.81) ( 4.68) 9.84
Cash Generated from/(used in) operations ( 20.41) ( 189.50) 4 38.47
Income tax paid (net of refund) ( 91.60) ( 35.64) ( 92.18)
Net cash flow from / (used in )operating activities (A) ( 112.01) ( 225.14) 3 46.29
B. Cash Flow from Investing Activities
Payment for acquisition of property, plant and equipment, CWIP and intangible assets ( 1,280.91) ( 1,049.74) ( 695.89)
Proceeds from sale/ disposal of fixed assets - 1.34 0.02
Capital subsidy received - - 1.84
(Investment in)/Redemption of mutual fund 9.24 ( 14.92) -
Investment in Fixed Deposit ( 8.93) - -
Interest received 0.68 0.24 0.25
Net cash used in investing activities (B) ( 1,279.92) ( 1,063.08) ( 693.78)
C. Cash flow from Financing Activities
Proceeds from non current borrowings from Banks and NBFC 1 ,621.09 7 90.42 3 69.12
Repayment of non current borrowings from Banks and NBFC ( 336.26) ( 455.78) ( 97.28)
Proceeds/(Repayment) of non current borrowings from Related parties and Others (net)* 2 4.13 1 ,030.61 ( 7.80)
Proceeds/(Repayment) of current borrowings from banks and NBFC (net) 7 89.39 3 17.55 1 90.34
Issue of equity shares (Including share premium)* - - 40.46
Repayment of lease liabilities ( 3.83) ( 3.49) ( 4.78)
Interest paid on leasing arrangement ( 4.82) ( 5.16) ( 4.58)
Dividend Paid - - ( 28.76)
Interest paid ( 366.58) ( 189.09) ( 109.16)
Net cash from financing activities (C) 1 ,723.12 1 ,485.06 3 47.56
Net (decrease)/increase in Cash and Cash Equivalents (A+B+C) 3 31.19 1 96.84 0.07
Cash and Cash Equivalents at the beginning of the year 197.76 0.92 0.85
Cash and Cash Equivalents at the end of the year 5 28.95 1 97.76 0.92
Particulars March 31, March 31, March 31,
2025 2024 2023
Components of Cash & Cash Equivalents (Refer Note 13)
Balance with Banks 4 78.72 4 7.63 0.15
Fixed Deposits of original maturity of less than 3 months 5 0.00 - -
Cheques on Hand - 1 50.00 -
Cash on hand 0.23 0.13 0.77
Cash and Cash Equivalents as at the end of the year 5 28.95 1 97.76 0.92
322REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Restated Statement of Cash Flow
(All amounts are in INR Million, unless otherwise stated)
Changes in liabilities arising from financing activities
Particulars Opening Cash Flows Others Closing
As on March 31, 2025
Borrowings (includes current maturities of long term borrowing) 3 ,572.13 2 ,098.35 (600.00)# 5 ,070.48
Lease Liabilities 5 2.04 ( 3.83) - 4 8.21
Total liabilities from financing activities 3 ,624.17 2 ,094.52 ( 600.00) 5 ,118.69
As on March 31, 2024
Borrowings (includes current maturities of long term borrowing) 1 ,889.32 1 ,682.81 - 3 ,572.13
Lease Liabilities 8 6.40 ( 3.48) ( 30.88) 5 2.04
Total liabilities from financing activities 1 ,975.72 1 ,679.33 ( 30.88) 3 ,624.17
As on March 31, 2023
Borrowings (includes current maturities of long term borrowing) 1 ,434.92 4 54.40 - 1 ,889.32
Lease Liabilities 9.89 ( 4.78) 8 1.29 8 6.40
Total liabilities from financing activities 1 ,444.81 4 49.62 8 1.29 1 ,975.72
*Rs. 600.00 Million being conversion of unsecured loan from certain entities into equity during the year ended March 31, 2025 (Refer Note No 17(d))
# Represents conversion of unsecured loan of certain entities into equity. (Refer Note 17(d))
The above Restated Statement of Cash Flow has been prepared under the ‘Indirect Method’ as set out in Ind AS 7, ‘Statement of Cash Flows’
The accompanying notes are an integral part of the Restated Financial Information
In terms of our report attached of the even date
For Singhi & Co.
Chartered Accountants For and on behalf of the Board of Directors
(Firm Registration No.302049E) Regaal Resources Limited
Anil Kishorepuria Karan Kishorepuria
Giridhari Lal Choudhary Chairman & Managing Director Whole Time Director
Partner DIN - 00724382 DIN - 09228702
Membership No.052112
Place: Kolkata Saikat Chatterjee Tinku Kumar Gupta
Date: July 24, 2025 Chief Financial Officer Company Secretary & Compliance Officer
PAN: AFHPC3834Q Membership No.- A55353
323REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Restated Statement of Changes in Equity
(All amounts are in INR Million, unless otherwise stated)
A Equity share capital
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Amount Number of Amount Number of Amount
shares shares shares
Equity shares outstanding at the beginning of the year 9 5,85,175 9 5.85 9 5,85,175 9 5.85 9 1,50,175 9 1.50
Add/(Less): Increase in account of split of shares (Refer Note No. 17 (a)) 9 5,85,175 - - - - -
Add/(Less): Bonus shares issued during the year (Refer Note No. 17 (b)) 5 ,75,11,050 2 87.56 - - - -
Add/(Less): Shares Issued during the year (Refer Note No. 17 (d)) 5 4,54,540 2 7.27 - - 4 ,35,000 4 .35
Equity shares outstanding at the end of the year 8 ,21,35,940 4 10.68 9 5,85,175 9 5.85 9 5,85,175 9 5.85
B Other Equity
Other
Reserves and Surplus Comprehensi
ve Income
Total
Particulars
Remeasurem other
Retained Securities General Share based ents of equity
earnings premium Reserve payment reserve defined
benefit plans
As at March 31, 2022 1 51.59 302.26 400.00 - - 853.85
Profit for the year 1 67.58 - - - - 1 67.58
Re-measurement Gain on defined benefit plans (net of tax) - - - - 0.46 0 .46
Total Comprehensive Income for the year 1 67.58 - - - 0 .46 1 68.04
Transfer of Remeasurements of defined benefit plans to Retained Earnings 0.46 - - - (0.46) -
On Issue of Shares - 36.11 - - - 3 6.11
Dividend Paid (28.76) - ( 28.76)
As at March 31, 2023 2 90.87 338.37 400.00 - - 1,029.24
Profit for the year 2 21.42 - 2 21.42
Re-measurement Gain on defined benefit plans (net of tax) - - - - 0.56 0 .56
Total Comprehensive Income for the year 2 21.42 - - - 0 .56 2 21.98
Transfer of Remeasurements of defined benefit plans to Retained Earnings 0.56 - - - (0.56) -
As at March 31, 2024 5 12.85 338.37 400.00 - - 1,251.22
Profit for the year 4 76.68 - - - 4 76.68
Re-measurement Gain on defined benefit plans (net of tax) - - - - 1.58 1 .58
Total Comprehensive Income for the year 4 76.68 - - - 1 .58 4 78.26
Capitalisation on account of issue of Bonus Shares - - ( 287.56) - - ( 287.56)
On Issue of Shares - 572.73 - - - 5 72.73
Less: Share issue Expenses - (2.48) - - - ( 2.48)
Employee stock option compensation expense (Refer Note 17(vii)) - - - 1 2.23 - 1 2.23
Transfer of Remeasurements of defined benefit plans to Retained Earnings 1.58 - - - (1.58) -
As at March 31, 2025 9 91.11 908.62 112.44 12.23 - 2,024.40
The accompanying notes are an integral part of the Restated Financial Information
In terms of our report attached of the even date
For Singhi & Co.
Chartered Accountants For and on behalf of the Board of Directors
(Firm Registration No.302049E) Regaal Resources Limited
Anil Kishorepuria Karan Kishorepuria
Giridhari Lal Choudhary Chairman & Managing Director Whole Time Director
Partner DIN - 00724382 DIN - 09228702
Membership No.052112
Place: Kolkata Saikat Chatterjee Tinku Kumar Gupta
Date: July 24, 2025 Chief Financial Officer Company Secretary & Compliance Officer
PAN: AFHPC3834Q Membership No.- A55353
324Regaal Resources Limited (Formerly Known as Regaal Resources Private Limited)
CIN U15100WB2012PLC171600
Notes forming part of the Restated Financial Information
1. Corporate and General Information
Regaal Resources Limited ("the Company") was originally incorporated as a Private Limited
Company domiciled in India under the provisions of the Companies Act, 1956, on 2nd January,
2012, having its registered office at 113, Park Street, 10th Floor, Poddar Point, Kolkata- 700016.
With effect from 30th March, 2022, it was converted into a Public Limited Company, i.e. Regaal
Resources Limited and further, with effect from 16th April, 2022, it's registered office was shifted
to D2/2, Block-EP & GP, 6th Floor, Sector V, Kolkata- 700091. The Company is engaged in the
business of manufacturing of Starch and its derivatives.
2.1 Basis of Preparation
The Restated Statement of assets and liabilities of the Company as at March 31, 2025, March 31,
2024 and March 31, 2023 and the related Restated Statements of Profit & Loss, Changes in Equity
and Cash Flows for each of the years ended March 31, 2025, March 31, 2024 & March 31, 2023 and
accompanying notes to the aforesaid restated financial information (hereinafter collectively called
“Restated Financial Information ”) have been prepared specifically for inclusion in the Offer
documents to be filed by the Company with the Securities and Exchange Board of India (“SEBI”)
and Registrar of Companies (“ROC”) in connection with proposed initial public offer of equity
shares of the Company (the “Offering”).
The Restated Financial Information have been prepared to comply in all material respects with the
requirement of:
a. Relevant Provisions of Section 26 of Part I of Chapter III Companies Act, 2013 (the “Act”)
b. Relevant provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“the SEBI ICDR Regulations”) issued by the
Securities and Exchange Board of India (“SEBI”) on September 11, 2018 as amended from time
to time in pursuance of the Securities and Exchange Board of India Act, 1992.
c. Guidance Note on reports in Company Prospectus (Revised 2019) (“Guidance Note”) issued
by the Institute of Chartered Accountants of India (“ICAI”).
The Act and the SEBI ICDR Regulations require the information in respect of the Assets and
Liabilities and Profit and Loss of the Company for each of the three years immediately preceding
the date of issue of prospectus. In accordance with the relevant SEBI circular, the Company has
applied the accounting framework described by Indian Accounting Standard (Ind AS) as notified
by Ministry of Corporate affairs pursuant to Section 133 of the Act read with Rule 4 of the
Companies (Indian Accounting Standards) Rules, 2015 as amended for three annual years ended
March 31, 2025, 31 March 2024 and 31 March 2023.
The Restated Financial Information has been compiled from:
325a. The audited financial statements of the Company as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023 prepared in accordance with Indian Accounting Standard
(“Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian
Accounting Standard) Rules, 2015 and other accounting principles accepted in India
(“Audited Financial Statements”).
b. The Restated Financial Statements have been prepared after incorporating adjustments for the
changes in accounting policies, material errors and regrouping/reclassifications
retrospectively in the financial years ended March 31, 2025, 2024 and 2023 to reflect the same
accounting treatment as per the accounting policy and grouping/classifications followed as at
year ended March 31, 2025.
The Restated Financial Information for three years ended March 31, 2025, March 31,2024 and March
31, 2023 were approved for issue in accordance with resolution of the Board of Directors on July
24, 2025.
2.2 Basis of measurement
The Company maintains accounts on accrual basis following the historical cost convention, except
for the followings:
Certain Financial Assets and Liabilities are measured at Fair value/ Amortized cost (refer
accounting policy regarding financial instruments);
Freehold Land – Fair value considered on transition to Ind AS.
2.3 Functional and Presentation Currency
The Restated Financial Statements are presented in Indian Rupee (INR), which is the functional
currency of the Company and the currency of the primary economic environment in which the
Company operates. All amounts disclosed in restated financial statements and notes have been
rounded off to the nearest million (with two places of decimal) unless otherwise stated.
2.4 Use of Estimates and Critical Accounting Judgements
The preparation of financial statements in conformity with Ind AS requires judgements, estimates
and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of
contingent liabilities on the date of the financial statements and the reported amount of revenues
and expenses during the reporting period. Difference between the actual results and estimates are
recognized in the period in which the results are known/ materialized.
2.5 Operating Cycle for current and non-current classification
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
and Ind AS 1. The Company has ascertained its operating cycle as twelve months for the purpose
of current and non-current classification of assets and liabilities.
An asset is classified as current when it is:
Expected to be realized or intended to sold or consumed in normal operating cycle;
Held primarily for the purpose of trading;
Expected to be realized within twelve months after the reporting period; or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting period.
326All the other assets are classified as non-current.
A liability is current when:
It is expected to be settled in normal operating cycle;
It is held primarily for the purpose of trading;
It is due to be settled within twelve months after the reporting period; or
There is no unconditional right to defer the settlement of the liability for at least twelve
months after the reporting period.
The Company classifies all other liabilities as non-current. Deferred Tax Assets and Liabilities are
classified as non-current assets and liabilities respectively.
2.6 Measurement of Fair Values
A number of the Company’s accounting policies and disclosures require the measurement of fair
values, for both financial and non-financial assets and liabilities.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company. The fair value
of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best
interest. A fair value measurement of a non-financial asset takes into account a market
participant’s ability to generate economic benefits by using the asset in its highest and best use or
by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the special purpose
financial statements are categorised within the fair value hierarchy, described as follows, based on
the input that is significant to the fair value measurement as a whole:
Level 1 —Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable and
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable.
External valuers are involved for valuation of significant assets & liabilities. Involvement of
external valuers is decided by the management of the company considering the requirements of
Ind AS and selection criteria include market knowledge, reputation, independence and whether
professional standards are maintained.
3273 SUMMARY OF MATERIAL ACCOUNTING POLICIES
3.1 INVENTORIES
Raw materials, packaging materials and stores and spare parts are valued at lower of cost and net
realizable value. However, material and other items held for use in 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 includes purchase price, (excluding those subsequently recoverable by the enterprise from
the concerned revenue authorities), freight inwards and other expenditure incurred in bringing
such inventories to their present location and condition.
Finished Goods are valued at lower of cost and net realisable value. Cost includes cost of direct
materials and direct labour and a proportion of manufacturing overhead based on the normal
operating capacity. Cost is determined on weighted average basis.
Scrap and other items are valued at net realisable value.
Net realizable value is the estimated selling price in the ordinary course of business, less the
estimated cost of completion and the estimated costs necessary to make the sale.
3.2 CASH AND CASH EQUIVALENTS
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short term
deposits with an original maturity of three months or less, which are subject to an insignificant
risk of change in value.
For the purpose of the statement of cash flows, cash and cash equivalents includes cash on hand,
term deposits and other short-term highly liquid investments, net of bank overdrafts as they are
considered an integral part of the Company’s cash management. Bank overdrafts are shown
within short term borrowings in the balance sheet.
3.3 INCOME TAX
The income tax expense or credit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate for each jurisdiction adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Current and deferred tax is recognized in the statement of profit & loss, except to the extent that it
relates to items recognized in other comprehensive income or directly in equity. In this case, the
tax is also recognized in other comprehensive income or directly in equity, respectively.
3.3.1 Current Tax:
Current tax liabilities (or assets) for the current and prior periods are measured at the amount
expected to be paid to (recovered from) the taxation authorities using the tax rates (and tax laws)
that have been enacted or substantively enacted, at the end of the reporting period.
3.3.2 Deferred Tax
Deferred Tax assets and liabilities is measured at the tax rates that are expected to apply to
the period when the asset is realized or the liability is settled based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognized in respect of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the corresponding amounts used
328for taxation purposes (i.e., tax base). Deferred tax is also recognized for carry forward of
unused tax losses and unused tax credits.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period.
The Company reduces the carrying amount of a deferred tax asset to the extent that it is no
longer probable that sufficient taxable profit will be available to allow the benefit of part or
that entire deferred tax asset to be utilized. Any such reduction is reversed to the extent that
it becomes probable that sufficient taxable profit will be available.
Deferred tax relating to items recognized outside the Statement of Profit and Loss is
recognized either in other comprehensive income or in equity. Deferred tax items are
recognized in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
3.4 PROPERTY, PLANT AND EQUIPMENT
3.4.1 Tangible Assets
3.4.1.1 Recognition and Measurement:
Property, plant and equipment held for use in the production or/and supply of goods or
services, or for administrative purposes, are stated in the balance sheet at cost, less any
accumulated depreciation and accumulated impairment losses (if any), except for freehold
land which are carried at fair value on transition date as deemed cost.
Cost of an item of property, plant and equipment acquired comprises its purchase price,
including import duties and non-refundable purchase taxes, after deducting any trade
discounts and rebates, any directly attributable costs of bringing the assets to its working
condition and location for its intended use and present value of any estimated cost of
dismantling and removing the item and restoring the site on which it is located.
If significant parts of an item of property, plant and equipment have different useful lives,
then they are accounted for as separate items (major components) of property, plant and
equipment.
Profit or loss arising on the disposal of property, plant and equipment are recognized in the
Statement of Profit and Loss.
On transition to Ind AS, the Company has elected to measure its freehold land at fair value
and use that fair value as deemed cost of such freehold land.
3.4.1.2 Subsequent Measurement:
Subsequent costs are included in the asset’s carrying amount, only when it is probable that
future economic benefits associated with the cost incurred will flow to the Company and the
cost of the item can be measured reliably. The carrying amount of any component accounted
for as a separate asset is derecognized when replaced.
329 Major Inspection/ Repairs/ Overhauling expenses are recognized in the carrying amount of
the item of property, plant and equipment as a replacement if the recognition criteria are
satisfied. Any Unamortized part of the previously recognized expenses of similar nature is
derecognized.
3.4.1.3 Depreciation and Amortization:
Depreciation on Property, Plant & Equipment is provided on straight line method in terms of
life span of assets prescribed in Schedule II of the Companies Act, 2013 or as reassessed by
the Company based on the technical evaluation.
Depreciation on additions (disposals) during the year is provided on a pro-rata basis i.e., from
(up to) the date on which asset is ready for use (disposed of).
Depreciation method, useful lives and residual values are reviewed at each financial year-end
and adjusted if appropriate.
3.4.1.4 Derecognition of Assets
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 the 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 net disposal proceeds and the carrying amount of the asset and is recognized
in the statement of profit and loss.
3.4.1.5 Capital Work in Progress
Capital work-in-progress is stated at cost which includes expenses incurred during construction
period, interest on amount borrowed for acquisition of qualifying assets and other expenses
incurred in connection with project implementation in so far as such expenses relate to the period
prior to the commencement of commercial production.
3.5 LEASES
3.5.1 Determining whether an arrangement contains a lease
The determination of whether an arrangement is (or contains) a lease is based on the substance of
the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment
of the arrangement is dependent on the use of a specific asset or assets and the arrangement
conveys a right to use the asset or assets, even if that right is not explicitly specified in an
arrangement.
3.5.2 Company as lessor
Finance Lease
Leases which effectively transfer to the lessee substantially all the risks and benefits incidental
to ownership of the leased item are classified and accounted for as finance lease. Lease rental
receipts are apportioned between the finance income and capital repayment based on the
implicit rate of return. Contingent rents are recognized as revenue in the period in which they
are earned.
330 Operating Lease
Leases in which the Company does not transfer substantially all the risks and rewards of
ownership of an asset are classified as operating leases. Rental income from operating leases
is recognized on a straight-line basis over the term of the relevant lease except where
scheduled increase in rent compensates the Company with expected inflationary costs.
3.5.3 Company as lessee
The Company’s lease asset classes primarily consist of leases for Buildings and Plant &
Machinery. The Company assesses whether a contract is or contains a lease, at inception of a
contract. A contract is, or contains, a lease if the contract conveys the right to control the use of
an identified asset for a period of time in exchange for consideration. To assess whether a
contract conveys the right to control the use of an identified asset, the Company assesses
whether:
(i) the contract involves the use of an identified asset;
(ii) the Company has substantially all of the economic benefits from use of the asset
through the period of the lease and;
(iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognises a right-of-use asset
(“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee,
except for leases with a term of twelve months or less (short term leases) and leases of low
value assets. For these short term and leases of low value assets, the Company recognises the
lease payments as an operating expense on a straight line basis over the term of the lease.
The lease liability is initially measured at the present value of the future lease payments. The
lease payments are discounted using the interest rate implicit in the lease or, if not readily
determinable, using the incremental borrowing rates. The lease liability is subsequently re-
measured by increasing the carrying amount to reflect interest on the lease liability, reducing
the carrying amount to reflect the lease payments made.
A lease liability is re-measured upon the occurrence of certain events such as a change in the
lease term or a change in an index or rate used to determine lease payments. The re-
measurement normally also adjusts the leased assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease
payments have been classified as financing cash flows.
The right-of-use assets are initially recognised at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments made at or prior to the commencement date
of the lease plus any initial direct costs less any lease incentives. They are subsequently
measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use
assets are depreciated from the commencement date on a straight-line basis over the shorter
of the lease term and useful life of the underlying asset.
3.6 REVENUE RECOGNITION
Revenue from contracts with customers is recognized on transfer of control of promised goods or
services to a customer at an amount that reflects the consideration to which the Company is
expected to be entitled to in exchange for those goods or services.
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction
price (net of variable consideration) allocated to that performance obligation. The transaction price
of goods sold and services rendered is net of variable consideration on account of various
331discounts and schemes offered by the Company as part of the contract. This variable consideration
is estimated based on the expected value of outflow. Revenue (net of variable consideration) is
recognized only to the extent that it is highly probable that the amount will not be subject to
significant reversal when uncertainty relating to its recognition is resolved.
3.7 Other Income
Interest Income
Interest income is recognized on time proportion basis taking into account the amount
outstanding and the rate applicable.
Rental Income
Rental income is accounted on straight line basis over the lease term and is included in revenue
in the statement of profit and loss. The company has determined that it does not need criteria for
recognition of lease rental income on a basis other than straight line basis.
Export incentives
Export entitlements is recognized when the right to receive credit as per the terms of schemes is
established in respect of the exports made by the company and when there is no significant
uncertainty regarding the ultimate collection of the relevant export proceeds.
Insurance claim receivable
Insurance and other claims are accounted on the basis of claims admitted/ expected to be
admitted and to the extend that there is no uncertainty in receiving the claims.
3.8 EMPLOYEE BENEFITS
3.8.1 Short Term Benefits
Short term employee benefit obligations are measured on an undiscounted basis and are expensed
as the related services are provided. Liabilities for wages and salaries, including non-monetary
benefits that are expected to be settled wholly within twelve months after the end of the period in
which the employees render the related service are recognized in respect of employees’ services
up to the end of the reporting period.
3.8.2 Other Long Term Employee Benefits
The liabilities for leave that are not expected to be settled wholly within twelve months are
measured as the present value of the expected future payments to be made in respect of services
provided by employees up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the government securities (G-Sec) at the end of the
reporting period that have terms approximating to the terms of related obligation.
Remeasurements as the result of experience adjustment and changes in actuarial assumptions are
recognized in statement of profit and loss.
3.8.3 Post-Employment Benefits
The Company operates the following post-employment schemes:
Defined Contribution Plan
332Defined contribution plans such as Provident Fund etc. are charged to the statement of profit
and loss as and when incurred and paid to Authority.
Defined Benefit Plans
The liability or asset recognized in the Balance Sheet in respect of defined benefit plans is the
present value of the defined benefit obligation at the end of the reporting period less the fair
value of plan assets. The Company’s net obligation in respect of defined benefit plans is
calculated separately for each plan by estimating the amount of future benefit that employees
have earned in the current and prior periods. The defined benefit obligation is calculated
annually by Actuaries using the projected unit credit method.
The liability recognized for defined benefit plans is the present value of the defined benefit
obligation at the reporting date less the fair value of plan assets, together with adjustments for
unrecognized actuarial gains or losses and past service costs. The net interest cost is calculated
by applying the discount rate to the net balance of the defined benefit obligation and the fair
value of plan assets. The benefits are discounted using the government securities (G-Sec) at the
end of the reporting period that have terms approximating to the terms of related obligation.
Remeasurements of the net defined benefit obligation, which comprise actuarial gains and losses,
the return on plan assets (excluding interest) and the effect of the asset ceiling, are recognized in
other comprehensive income. Remeasurements recognized in other comprehensive income are
reflected immediately in retained earnings and will not be reclassified to the statement of profit
and loss.
3.9 BORROWING COSTS
Borrowing Costs consists of interest and other costs that an entity incurs in connection with the
borrowings of funds. Borrowing costs also includes foreign exchange difference to the extent
regarded as an adjustment to the borrowing costs.
Borrowing costs directly attributable to the acquisition or construction of a qualifying asset are
capitalized as a part of the cost of that asset that necessarily takes a substantial period of time
to complete and prepare the asset for its intended use or sale.
Transaction costs in respect of long term borrowing are amortized over the tenure of respective
loans using Effective Interest Rate (EIR) method. All other borrowing costs are recognized in
the statement of profit and loss in the period in which they are incurred.
3.10 GOVERNMENT GRANTS
Government grants are recognized at their fair value, where there is reasonable assurance that the
grant will be received and all attached conditions will be complied with. When the grant relates to
an expense item, it is recognized as income on a systematic basis over the periods that the related
costs, for which it is intended to compensate, are expensed.
The grant relating to the acquisition/ construction of an item of property, plant and equipment,
the same is presented by deducting the grant from the carrying amount of the asset.
3333.11 FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
3.11.1 Financial Assets
Recognition and Initial Measurement:
All financial assets are initially recognized when the company becomes a party to the
contractual provisions of the instruments. A financial asset is initially measured at fair value
plus, in the case of financial assets not recorded at fair value through profit or loss, transaction
costs that are attributable to the acquisition of the financial asset.
Classification and Subsequent Measurement:
For purposes of subsequent measurement, financial assets are classified in four categories:
o Measured at Amortized Cost;
o Measured at Fair Value Through Other Comprehensive Income (FVTOCI);
o Measured at Fair Value Through Profit or Loss (FVTPL); and
o Equity Instruments designated at Fair Value through Other Comprehensive Income
(FVTOCI).
Financial assets are not reclassified subsequent to their initial recognition, except if and in the
period the Company changes its business model for managing financial assets.
o Measured at Amortized Cost: A debt instrument is measured at the amortized cost if both
the following conditions are met:
The asset is held within a business model whose objective is achieved by both
collecting contractual cash flows; and
The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest (SPPI) on the principal amount
outstanding.
After initial measurement, such financial assets are subsequently measured at amortized
cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking
into account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortization is included in finance income in the statement of
profit or loss. The losses arising from impairment are recognized in the profit or loss. This
category generally applies to trade receivables, cash and bank balances, loans and other
financial assets of the company.
o Measured at FVTOCI: A debt instrument is measured at the FVTOCI if both the following
conditions are met:
The objective of the business model is achieved by both collecting contractual cash
flows and selling the financial assets; and
The asset’s contractual cash flows represent SPPI.
Debt instruments meeting these criteria are measured initially at fair value plus
transaction costs. They are subsequently measured at fair value with any gains or losses
arising on remeasurement recognized in other comprehensive income, except for
impairment gains or losses and foreign exchange gains or losses. Interest calculated using
the effective interest method is recognized in the statement of profit and loss in investment
income.
334o Measured at FVTPL: FVTPL is a residual category for debt instruments. Any debt
instrument, which does not meet the criteria for categorization as at amortized cost or as
FVTOCI, is classified as FVTPL. In addition, the company may elect to designate a debt
instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. Debt
instruments included within the FVTPL category are measured at fair value with all
changes recognized in the statement of profit and loss. Equity instruments which are, held
for trading are classified as at FVTPL.
o Equity Instruments designated at FVTOCI: For equity instruments, which has not been
classified as FVTPL as above, the company may make an irrevocable election to present in
other comprehensive income subsequent changes in the fair value. The company makes
such election on an instrument-by-instrument basis. The classification is made on initial
recognition and is irrevocable. In case the company decides to classify an equity
instrument as at FVTOCI, then all fair value changes on the instrument, excluding
dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to
P&L, even on sale of investment.
Derecognition:
The Company derecognizes a financial asset on trade date only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset and substantially
all the risks and rewards of ownership of the asset to another entity.
Impairment of Financial Assets:
The Company assesses at each date of balance sheet whether a financial asset or a group of
financial assets is impaired. Ind AS – 109 requires expected credit losses to be measured
through a loss allowance. The company recognizes impairment loss for trade receivables that
do not constitute a financing transaction using expected credit loss model, which involves use
of a provision matrix constructed on the basis of historical credit loss experience. For all other
financial assets, expected credit losses are measured at an amount equal to the 12 month
expected credit losses or at an amount equal to the life time expected credit losses if the credit
risk on the financial asset has increased significantly since initial recognition.
3.11.2 Financial Liabilities
Recognition and Initial Measurement:
Financial liabilities are classified, at initial recognition, as at fair value through profit or loss,
loans and borrowings, payables or as derivatives, as appropriate. All financial liabilities are
recognized initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
Subsequent Measurement:
Financial liabilities are measured subsequently at amortized cost or FVTPL. A financial liability
is classified as FVTPL if it is classified as held-for-trading, or 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 recognized in profit or loss. Other financial
liabilities are subsequently measured at amortized cost using the effective interest rate method.
Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any
gain or loss on derecognition is also recognized in profit or loss.
Financial Guarantee Contracts:
335Financial guarantee contracts issued by the company are those contracts that require a payment
to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make
a payment when due in accordance with the terms of a debt instrument. Financial guarantee
contracts are recognized initially as a liability at fair value, adjusted for transaction costs that
are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured
at the higher of the amount of loss allowance determined as per impairment requirement of
Ind AS 109 and the amount recognized less cumulative amortization.
Derecognition:
A financial liability is derecognized when the obligation under the liability is discharged or
cancelled or expires.
3.11.3 Foreign Currency transactions
Foreign currency (other than the functional currency) transactions are translated into the
functional currency using the prevailing rate of exchanges at the dates of transactions. Monetary
assets and liabilities denominated in foreign currencies are translated into the functional
currency at the rate of exchanges prevailing at the reporting date.
Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities are generally recognize in the statement of profit
and loss in which they arise except for exchange differences on foreign currency borrowing
relating to assets under construction for future productive use, which are included in the cost of
those qualifying assets when they are regarded as adjustment to interest cost on those foreign
currency borrowing, the balance is presented in the statement of profit and loss within finance
costs.
Non-monetary items are not retranslated at period end and are measured at historical cost
(translated using the exchange rate at the transaction date).
3.11.4 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when
there is a legally enforceable right to offset the recognized amounts and there is an intention to
settle on a net basis or realize the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the counterparty.
3.12 Earnings Per Share
Basic Earnings per share (EPS) amounts are calculated by dividing the profit for the year
attributable to equity holders by the weighted average number of equity shares outstanding
during the year. Diluted EPS amounts are calculated by dividing the profit attributable to equity
holders adjusted for the effects of potential equity shares by the weighted average number of
equity shares outstanding during the year plus the weighted average number of equity shares that
would be issued on conversion of all the dilutive potential equity shares into equity shares.
3.13 Impairment of Non-Financial Assets
336The Company assesses, at each reporting date, whether there is an indication that an asset may be
impaired. An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable
value being higher of value in use and net selling price. Value in use is computed at net present
value of cash flow expected over the balance useful lives of the assets. For the purpose of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
inflows which are largely independent of the cash inflows from other assets or group of assets
(Cash Generating Units – CGU).
An impairment loss is recognized as an expense in the Statement of Profit and Loss in the year in
which an asset is identified as impaired. The impairment loss recognized in earlier accounting
period is reversed if there has been an improvement in recoverable amount.
3.14 Provisions, Contingent Liabilities and Contingent Assets
3.14.1 Provisions
Provisions are recognized when there is a present obligation (legal or constructive) as a result of a
past event and it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are determined by discounting the expected future cash flows (representing the best
estimate of the expenditure required to settle the present obligation at the balance sheet date) at a
pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the liability. The unwinding of the discount is recognized as finance cost.
3.14.2 Contingent Liabilities
Contingent liability is a possible obligation arising from past events and the existence of which
will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a present obligation that arises from past events
but is not recognized because it is not possible that an outflow of resources embodying economic
benefit will be required to settle the obligations or reliable estimate of the amount of the obligations
cannot be made. The Company discloses the existence of contingent liabilities in Other Notes to
Special Purpose Financial Statements.
3.14.3 Contingent Assets
Contingent assets usually arise from unplanned or other unexpected events that give rise to the
possibility of an inflow of economic benefits. Contingent Assets are not recognized though are
disclosed, where an inflow of economic benefits is probable.
3.15 Intangible Assets
3.15.1 Recognition and Measurement
Intangible asset are stated at cost on initial recognition and subsequently measured at cost less
accumulated amortization and accumulated impairment loss, if any.
3.15.2 Amortization
Software’s are amortized over a period of three years.
337 The amortization period and the amortization method are reviewed at least at the end of each
financial year. If the expected useful life of the assets is significantly different from previous
estimates, the amortization period is changed accordingly.
3.16 Operating Segment
Operating segments are reported in a manner consistent with the internal reporting provided to
the chief operating decision maker. The chief operating decision maker of the Company is
responsible for allocating resources and assessing performance of the operating segments and
accordingly is identified as the chief operating decision maker.
The Company has identified one reportable segment i.e., Manufacturing of Starch and its
derivatives based on the information reviewed by the CODM.
3.17 Recent accounting pronouncement
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing
standards. The Company has assessed that there is no significant impact on its financial
statements. On 9th May 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in
Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing
currency exchangeability and estimating exchange rates when currencies are not readily
exchangeable. The amendments are effective for annual periods beginning on or after 1st April
2025. The Company is currently assessing the probable impact of these amendments on its
financial statements.
4 SIGNIFICANT JUDGEMENTS AND KEY SOURCES OF ESTIMATION IN APPLYING
ACCOUNTING POLICIES
Estimates and judgments are continually evaluated. They are based on historical experience and
other factors, including expectations of future events that may have a financial impact on the
Company and that are believed to be reasonable under the circumstances. Information about
Significant judgements and Key sources of estimation made in applying accounting policies that
have the most significant effects on the amounts recognized in the special purpose financial
statements is included in the following notes:
Recognition of Deferred Tax Assets: The extent to which deferred tax assets can be recognized
is based on an assessment of the probability of the Company’s future taxable income against
which the deferred tax assets can be utilized. In addition, significant judgement is required in
assessing the impact of any legal or economic limits.
Right-of-use assets and lease liability: The Company has exercised judgement in determining
the lease term as the non-cancellable term of the lease, together with the impact of options to
extend or terminate the lease if it is reasonably certain to be exercised. Where the rate implicit in
the lease is not readily available, an incremental borrowing rate is applied. This incremental
borrowing rate reflects the rate of interest that the lessee would have to pay to borrow over a
similar term, with a similar security, the funds necessary to obtain an asset of a similar nature
and value to the right of-use asset in a similar economic environment. Determination of the
incremental borrowing rate requires estimation.
338 Defined Benefit Obligation (DBO): Employee benefit obligations are measured on the basis of
actuarial assumptions which include mortality and withdrawal rates as well as assumptions
concerning future developments in discount rates, medical cost trends, anticipation of future
salary increases and the inflation rate. The Company considers that the assumptions used to
measure its obligations are appropriate. However, any changes in these assumptions may have
a material impact on the resulting calculations.
Provisions and Contingencies: The assessments undertaken in recognising provisions and
contingencies have been made in accordance with Indian Accounting Standards (Ind AS) 37,
‘Provisions, Contingent Liabilities and Contingent Assets’. The evaluation of the likelihood of
the contingent events is applied best judgement by management regarding the probability of
exposure to potential loss.
Impairment of Financial Assets: The Company reviews its carrying value of investments carried
at amortized cost annually, or more frequently when there is indication of impairment. If
recoverable amount is less than its carrying amount, the impairment loss is accounted for.
Allowances for Doubtful Debts: The Company makes allowances for doubtful debts through
appropriate estimations of irrecoverable amount. The identification of doubtful debts requires
use of judgment and estimates. Where the expectation is different from the original estimate,
such difference will impact the carrying value of the trade and other receivables and doubtful
debts expenses in the period in which such estimate has been changed.
Fair value measurement of financial Instruments: When the fair values of financial assets and
financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in
active markets, their fair value is measured using valuation techniques. The input to these
models are taken from observable markets where possible, but where this not feasible, a degree
of judgement is required in establishing fair values. Judgements include considerations of inputs
such as liquidity risk, credit risk and volatility.
339REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
4.1 a) Audit qualifications for the respective years, which do not require any adjustments in the restated financial information:
There are no audit qualification in auditor's report on financial statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023
b)Emphasis of matter not requiring adjustment to restated finacial Information
1) Emphasis of Matter for the year ended March 31, 2023:
We draw attention to Note 55 of the financial statements which states that the Company has not complied with the provisions of section 149, 177 and 178 of the act with respect to appointment
of Independent Directors, constitution of audit committe and remuneration committee during the year ended March 31, 2023. However, as stated in the note the same has been complied with
by the company subsequently on appointment of requisite number of Independent Directors on April 10, 2023 and constitution of the committes with effect from May 23, 2023 and July 17, 2023.
Our opinion on the financial statements is not modified in respect of the above matter
c) Material reclassification
Appropriateregroupingshavebeenmadeintherestatedstatementsofassetsandliabilities,profitandlossesandcashflows,whereverrequired,byreclassificationofthecorrespondingitemsof
income,expenses,assets,liabilitiesandcashflows,inordertobringtheminlinewiththeaccountingpoliciesandclassificationasperthefinancialstatementofthecompanyfortheyearended
March31,2025preparedinaccordancewithScheduleIIIoftheAct,requirementsofIndAS1-'Presentationoffinancialstatements'andotherapplicableIndASprinciplesandtherequirements
of the SEBI ICDR regulations, as amended.
4.2Reconcilliation between audited equity and restated equity
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
a) Total equity (as per audited financial statements as refered in 4.1 (a)) 2,435.08 1,347.07 1,125.09
b) Adjustments made in Restated Financial Information - - -
Total equity as per restated statement of assets and liabalities (a+b) 2,435.08 1,347.07 1,125.09
4.3Reconcilliation between audited profit and restated profit
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
a) Total profit after tax (as per audited financial statements as refered in 4.1 (a)) 476.68 221.42 167.58
b) Adjustments made in Restated Financial Information - - -
Total profit after tax as per restated statement of profit and loss (a+b) 476.68 221.42 167.58
340REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
5. Property, Plant and Equipment and Right of use assets
Particulars Right of use Property, Plant and Equipment
assets
Land- Buildings Plant and Furniture & Vehicles Office Electrical Computers & Total
Buildings
Freehold equipment fixtures equipment Installation Accessories
Gross Block
As at March 31, 2022 2 2.71 1 63.16 4 87.17 9 10.06 2 .65 1 5.22 2 .42 7 4.26 8 .06 1,663.00
Additions 81.29 79.72 38.76 88.68 48.91 7.32 2.37 17.57 4.54 287.87
Disposals - - - - (0.04) - - - (0.04)
As at March 31, 2023 104.00 242.88 525.93 998.74 51.56 22.50 4.79 91.83 12.60 1,950.83
Additions - 50.97 313.50 929.51 - 5.17 0.39 33.95 2.11 1335.60
Disposals (30.88) - - - - (2.49) - - - (2.49)
As at March 31, 2024 73.12 293.85 839.43 1,928.25 51.56 25.18 5.18 125.78 14.71 3,283.94
Additions - 22.81 326.10 487.54 1.14 - 1.56 7.47 1.82 848.44
Disposals - (3.30) (3.30)
As at March 31, 2025 73.12 316.66 1,165.53 2,412.49 52.70 25.18 6.74 133.25 16.53 4,129.08
Accumulated Depreciation
As at March 31, 2022 15.14 - 32.77 71.59 0.90 3.58 1.13 15.56 4.67 130.20
Charge for the year 7.48 - 16.42 35.80 2.54 2.42 0.60 7.85 2.28 67.91
Disposals - - - - - (0.02) - - - (0.02)
As at March 31, 2023 22.62 - 49.19 107.39 3.44 5.98 1.73 23.41 6.95 198.09
Charge for the Year 5.05 - 18.27 44.02 4.91 2.97 0.74 9.32 2.86 83.09
Disposals - - - - - (1.47) - - - (1.47)
As at March 31, 2024 27.67 - 67.46 151.41 8.35 7.48 2.47 32.73 9.81 279.71
Charge for the year 5.05 - 30.84 80.61 4.92 2.99 0.86 12.30 2.82 135.34
Disposals - - - - - - - - - -
As at March 31, 2025 32.72 - 98.30 232.02 13.27 10.47 3.33 45.03 12.63 415.05
Net Block
As at March 31, 2023 81.38 242.88 476.74 891.35 48.12 16.52 3.06 68.42 5.65 1,752.74
As at March 31, 2024 45.45 293.85 771.97 1,776.84 43.21 17.70 2.71 93.05 4.90 3,004.23
As at March 31, 2025 40.40 316.66 1,067.23 2,180.47 39.43 14.71 3.41 88.22 3.90 3,714.03
(1) For charge details against property, plant and equipment, Refer Note 19 and 24
(2) Title deeds of immovable property are held in name of the company.
341REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
5.1 Capital work in progress
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
Opening Balance 3 96.04 4 41.22 105.10
Add: Additions during the year 1,105.61 1,219.07 518.27
Less: Transfer to Property, Plant and Equipment ( 798.05) ( 1,264.25) ( 182.15)
during the year
Closing Balance 7 03.60 3 96.04 441.22
5.1.2 Capital Work in Progress (CWIP) ageing schedule
As on March 31, 2025
Particulars Amount in CWIP for a period of
Less than 1 year 1 -2 Years 2-3 Years More than 3 Years Total
Projects in progress 6 80.64 - - - 680.64
Projects temporarily suspended - - 2 2.96 - 2 2.96
Total 6 80.64 - 2 2.96 - 703.60
As on March 31, 2024
Particulars Amount in CWIP for a period of
Less than 1 year 1 -2 Years 2-3 Years More than 3 Years Total
Projects in progress 3 72.83 2 3.21 - - 396.04
Total 3 72.83 2 3.21 - - 396.04
As on March 31, 2023
Particulars Amount in CWIP for a period of
Less than 1 year 1 -2 Years 2-3 Years More than 3 Years Total
Projects in progress 4 30.29 1 0.93 - - 441.22
Total 4 30.29 1 0.93 - - 441.22
(1) Project temporarily suspended as on 31st March, 2025 represents amount incurred for installation of a boiler where the work has temporarily being suspended.
The mangement does not expect any loss on this account.
(2) There were no projects which has exceeded their original plan cost on each reporting date.
5.1.3 Capital work in progress includes pre- operative expenses (pending allocation) and trail run expenses as under:
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
Opening Balance 9.86 44.30 7.59
Add:
Finance Cost 75.12 95.32 21.21
Salary and Wages 25.31 2 4.39 1 0.89
Power and Fuel 8.01 8 .30 6 .37
Trial Run Cost* - 4 2.04 -
Others 21.40 12.82 5.75
Less: Allocated during the year ( 79.28) ( 217.31) ( 7.52)
Closing Balance 6 0.42 9.86 44.30
* (Raw Material - Rs. 26.23 million and Coal - Rs. 15.81 million)
342REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
6 Intangible Assets
Particulars Computer software Total
Cost
As at March 31, 2022 0 .52 0.52
Additions 0 .02 0 .02
Disposals - -
As at March 31, 2023 0 .54 0.54
Additions 0 .33 0.33
Disposals - -
As at March 31, 2024 0 .87 0.87
Additions 0 .29 0.29
Disposals - -
As at March 31, 2025 1 .16 1.16
Accumulated Amortisation
As at March 31, 2022 0 .25 0.25
Charge for the year 0 .14 0.14
Disposals - -
As at March 31, 2023 0 .39 0.39
Charge for the year 0 .13 0.13
Disposals - -
As at March 31, 2024 0 .52 0.52
Charge for the year 0 .17 0.17
Disposals - -
As at March 31, 2025 0 .69 0.69
Net Block
As at March 31, 2023 0 .15 0.15
As at March 31, 2024 0 .35 0.35
As at March 31, 2025 0 .47 0.47
343REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
7 Financial assets - non current : Investments
Unquoted
As at March As at March As at March
Particulars
31, 2025 31, 2024 31, 2023
At fair value through profit and loss 11.23 8.60 4.09
Investments in mutual funds linked with Keyman Insurance Policy
(March 31, 2025: 1,59,143.23 units, March 31, 2024: 1,32,810.68 units, March 31, 2023: 95,229.34 units)
Aggregate amount of unquoted investments 11.23 8.60 4.09
8 Financial assets - non current : Others
(unsecured, considered good, unless otherwise stated)
As at March As at March As at March
Particulars 31, 2025 31, 2024 31, 2023
At amortised cost
Security deposits 19.81 16.14 14.19
Total 1 9.81 1 6.14 1 4.19
9 Others assets - non-current
(unsecured, considered good)
As at March As at March As at March
Particulars 31, 2025 31, 2024 31, 2023
Capital advances 331.83 35.96 174.73
Total 3 31.83 3 5.96 1 74.73
10 Inventories
As at March As at March As at March
Particulars 31, 2025 31, 2024 31, 2023
At lower of cost and net realisable value
Raw materials 672.42 141.99 161.52
Finished Goods 207.96 60.80 55.60
Stores, spares & consumables 109.53 86.07 78.37
Packing Material 9.95 14.50 7.89
Stock in trade 180.97 266.84 -
At net realisable value
Scrap and Other Items 2.62 0.58 1.74
Total 1,183.45 570.78 305.12
10.1 The above includes Goods In Transit as under:
As at March As at March As at March
Particulars 31, 2025 31, 2024 31, 2023
Finished Goods 24.25 27.50 17.40
Raw Material - - 3.00
Stores and Spares - - 5.05
10.2 (1) For details of charge against inventories, Refer Note 19 and 24.
11 Financial assets - Current : Investments
Unquoted
As at March As at March As at March
Particulars 31, 2025 31, 2024 31, 2023
At Fair Value through Profit & Loss
Investment in Mutual Fund - Unquoted
- 1.19 -
Axis Short Term Fund - (March'25:Nil , March'24- 42,621.52 units, March'23: Nil,)
- 10.00 -
Bandhan Bond Short Term -(March'25:Nil ,March'24- 1,93,696.83 units, March'23- Nil)
Total - 11.19 -
344REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
12 Financial Assets - Current : Trade receivables
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
At amortised cost
- Trade Receivables considered good - Secured - - -
- Trade Receivables considered good - Unsecured 1,370.28 1,271.42 721.87
- Trade Receivables - which have significant increase in Credit Risk - - -
- Trade Receivables - Credit Impaired 2 2.29 2 9.50 29.50
1,392.57 1,300.92 751.37
Less: Allowance for expected credit loss (including against Credit (23.85) (33.57) (32.00)
impaired)
Total trade receivables 1,368.72 1,267.35 719.37
(1) For charge details against trade receivables, Refer Note 19 and 24
(2) No trade or other receivables are due from directors or other officers of the company either severally or jointly with any other person.
12.1 Expected credit loss allowances (including against Credit Impaired)
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
Opening Balance 3 3.57 3 2.00 29.96
Provision/(Reversal) for expected credit loss (9.72) 1.57 2.04
Closing Balance 2 3.85 3 3.57 3 2.00
12.2 Trade Receivables ageing schedule
Particulars Outstanding from date of transaction as on March 31, 2025
Unbilled Less than 6 months - 1 1-2 years 2-3 years More than Total
Revenue 6 months year 3 years
(i) Undisputed Trade receivables – considered good - 1,364.89 2 .21 0 .18 3 .00 0 .00 1,370.28
(ii) Undisputed Trade Receivables – credit impaired - - - - - 1 1.79 1 1.79
(iii) Disputed Trade Receivables considered good - - - - - - -
(iv) Disputed Trade Receivables - credit impaired - - - - - 1 0.50 1 0.50
Less: Allowance for expected credit loss (including against Credit impaired) - - - (0.06) (1.50) (22.29) (23.85)
Total - 1,364.89 2 .21 0 .12 1 .50 - 1,368.72
Particulars Outstanding from date of transaction as on March 31, 2024
Unbilled Less than 6 months - 1 1-2 years 2-3 years More than Total
Revenue 6 months year 3 years
(i) Undisputed Trade receivables – considered good - 1,262.38 0 .13 3 .75 4 .06 1 .10 1,271.42
(ii) Undisputed Trade Receivables – credit impaired - - - - - 1 9.00 1 9.00
(iii) Disputed Trade Receivables considered good - - - - - - -
(iv) Disputed Trade Receivables - credit impaired - - - - - 1 0.50 1 0.50
Less: Allowance for expected credit loss (including against Credit impaired) - - - (0.94) (2.03) (30.60) (33.57)
Total - 1,262.38 0 .13 2 .81 2 .03 - 1,267.35
Particulars Outstanding from date of transaction as on March 31, 2023
Unbilled Less than 6 months - 1 1-2 years 2-3 years More than Total
Revenue 6 months year 3 years
(i) Undisputed Trade receivables – considered good - 7 08.81 4 .31 7 .65 1 .03 0 .07 7 21.87
(ii) Undisputed Trade Receivables – credit impaired - - - - - 1 9.00 1 9.00
(iii) Disputed Trade Receivables considered good - - - - - - -
(iv) Disputed Trade Receivables - credit impaired - - - - - 1 0.50 1 0.50
Less: Allowance for expected credit loss (including against Credit impaired) - - - (1.91) (0.52) (29.57) (32.00)
Total - 7 08.81 4 .31 5 .74 0 .51 - 7 19.37
345REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
13 Financial assets - Current : Cash and cash equivalents
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Cash and cash equivalents
- Balances with banks in Current Account/ Cash Credit Account 4 78.72 4 7.63 0 .15
- Fixed Deposits of original maturity of less than 3 months 5 0.00 - -
- Cheques on hand - 1 50.00 -
- Cash on hand 0 .23 0 .13 0 .77
Total 5 28.95 1 97.76 0 .92
Cash and cash equivalents include cash on hand, cheques, cash at bank and deposits with banks with original maturity of 3 months or less.
13.1 Bank Balances other than above
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Earmarked deposit with Bank* 8.93 - -
Total 8.93 - -
*The Company has Rs. 8.93 millions as on March 31, 2025 in the form of Debt Service Reserve Account (DSRA) in Fixed Deposit (FD) equivalent to 3
months of debt obligations.
14 Financial assets - Current : Others
(unsecured, considered good, unless otherwise stated)
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
At amortised cost
Security deposits 3.30 4.42 11.95
Subsidy Receivable 1 14.91 5 1.42 1 03.45
Insurance claim and other receivables 6 .93 2 .52 0 .37
Total 1 25.14 5 8.36 1 15.77
15 Tax assets - Current
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Advance Tax (net of Provisions) 3 .17 3 .17 0 .52
Total 3 .17 3 .17 0 .52
16 Other assets: current
(unsecured, considered good, unless otherwise stated)
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Balances with statutory/government authorities 3 2.25 1 3.39 3 .84
Advances to Suppliers & Service Providers 4 57.72 2 04.16 7 8.94
Advances to Employees 3 .66 2.20 4.58
Advances to others - - 0 .29
Prepaid expenses* 6 9.29 2 4.58 1 7.35
Total 5 62.92 2 44.33 1 05.00
*includes expenses towards proposed Initial Public Offer 46.11 13.29 11.14
346REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
17 Equity Share capital
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Amount Number of shares Amount Number of Amount
shares shares
Authorized
14,00,00,000 equity shares of Rs. 5 each (March 31, 2024: 1,02,50,000 of Rs. 10 each) (March 31, 14,00,00,000 700.00 1 ,02,50,000 102.50 1,02,50,000 1 02.50
2023: 1,02,50,000 of Rs. 10 each)
Issued, subscribed and fully paid-up shares
8,21,35,940 equity shares of Rs. 5 each (March 31, 2024: 95,85,175 of Rs. 10 each) (March 31, 8,21,35,940 4 10.68 9 5,85,175 95.85 95,85,175 9 5.85
2023: 95,85,175 of Rs. 10 each)
Total 8,21,35,940 4 10.68 95,85,175 9 5.85 95,85,175 9 5.85
a)PursuanttoaresolutionpassedbytheBoardofDirectorsandaresolutionpassedbytheCompany'sequityshareholdersattheExtra-OrdinaryGeneralMeetingheldonNovember06,2024,theCompany
hassub-divideditsequitysharesfromfacevalueofRs.10perequitysharetofacevalueofRs.5perequityshare.Theimpactofsub-divisionofshareshasbeenretrospectivelyconsideredforthecomputation
of Earnings Per Share as per the requirement of Ind AS 33.
b)PursuanttoaresolutionpassedbytheCompany'sequityshareholdersattheExtra-OrdinaryGeneralMeetingheldonNovember06,2024,theCompanyhasallotted5,75,11,050bonusequitysharesofRs.5
eachintheratioof3(three)fullypaidupbonussharesofthefacevalueofRs.5eachforeveryexisting1(one)fullypaidupequitysharesofthefacevalueofRs.5eachheldbytheshareholdersason
November05,2024,therecorddateasapprovedbytheshareholdersattheaforesaidExtra-OrdinaryGeneralMeeting,bycapitalisingRs.287.56millionsfromfreereservesofthecompany.Theimpactof
bonus issue of shares has been retrospectively considered for the computation of Earnings Per Share as per the requirement of Ind AS 33.
c)PursuanttoaresolutionpassedbytheCompany'sequityshareholdersattheExtra-OrdinaryGeneralMeetingheldonNovember04,2024,theCompanyhasincreasedtheauthorizedsharecapitalfromRs.
102.50 millions to Rs. 700.00 millions.
d)PursuanttoaresolutionpassedbytheCompany'sequityshareholdersattheExtra-OrdinaryGeneralMeetingheldonNovember15,2024,theCompanyhasallotted54,54,540equitysharesofRs.5eachat
an issue price of Rs. 110 each (including securities premium of Rs. 105 each) for an amount aggregating to Rs. 600 millions by conversion of existing unsecured loan into equity shares to certain entities .
i) Reconciliation of the number of shares and amount outstanding as at the beginning and at the end of the reporting year :
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Amount Number of shares Amount Number of Amount
shares shares
Equity shares outstanding at the beginning of the year 9 5,85,175 9 5.85 9 5,85,175 95.85 91,50,175 91.50
Add: Increase in account of split of shares 95,85,175 - - - - -
Add: Bonus shares issued during the year 5,75,11,050 2 87.56 - - - -
Add: Shares Issued during the year 5 4,54,540 2 7.27 - - 4 ,35,000 4 .35
Equity shares outstanding at the end of the year 8,21,35,940 4 10.68 9 5,85,175 9 5.85 9 5,85,175 9 5.85
347REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
ii) Details of shares held by each shareholder holding more than 5% shares in the Company
Name of Shareholder As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of % of Holding Number of shares held % of Holding Number of % of Holding
shares held shares held
Equity Shares of Rs. 5/- each fully paid (Previous Year - of Rs. 10 each)
Shruti Kishorepuria 3,04,41,624 37.06% 38,05,203 39.70% 38,05,203 39.70%
Anil Kishorepuria 2,82,76,536 34.43% 35,34,567 36.88% 35,34,567 36.88%
BFL Pvt Ltd 1,46,74,650 17.87% 12,66,150 13.21% 12,66,150 13.21%
SRM Pvt Ltd. 71,98,130 8.76% 7,86,130 8.20% 7,86,130 8.20%
iii) Disclosure of shareholding of promoters
a) Shares Held by Promoters as at the year end
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Name of Promoter No. of Shares % of Holding No. of Shares held % of Holding No. of Shares % of Holding
held held
Shruti Kishorepuria 3 ,04,41,624 37.06% 38,05,203 39.70% 38,05,203 39.70%
Anil Kishorepuria 2,82,76,536 34.43% 35,34,567 36.88% 35,34,567 36.88%
Karan Kishorepuria 9,60,000 1.17% 1,20,000 1.25% 1,20,000 1.25%
BFL Pvt. Ltd.* 1,46,74,650 17.87% 12,66,150 13.21% - -
Total 7,43,52,810 90.52% 8 7,25,920 91.04% 7 4,59,770 77.83%
* Identified by the management as promoter from financial year 2023-24
b) Change in Promoter Shareholding During the year
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Name of Shareholder % Change during the year % Change during the year % Change during the year
Number %age Number %age Number %age
Shruti Kishorepuria 2,66,36,421 -2.64% - - 4,35,000 4.54%
Anil Kishorepuria 2,47,41,969 -2.45% - - - -
Karan Kishorepuria 8,40,000 -0.08% - - - -
BFL Pvt. Ltd.* 1,34,08,500 4.66% 12,66,150 13.21% - -
Total 6,56,26,890 -0.51% 12,66,150 13.21% 4,35,000 4.54%
* Identified by the management as promoter from financial year 2023-24
iv) Rights, preferences and restrictions attached to Equity shares
The Companyhasonlyoneclassofequityshareshavingparvalueof Rs.5each.Eachholderofequitysharesisentitledtoonevotepershare.TheCompanydeclaresandpaysdividendinIndianrupees.The
above shareholding represents legal ownership of shares.
IntheeventofliquidationoftheCompany,theequityshareholdersshallbeentitledtoreceiveremainingassetsoftheCompanyafterdistributionofallpreferentialamounts.Thedistributionwillbein
proportion to the number of equity shares held by the shareholders.
v) 8,64,000 equity shares have been reserved for issue under Employee Stock Options Plan as on March 31, 2025
vi) TheCompanyhasnotallottedanysharesasfullypaiduppursuanttocontract(s)withoutpaymentbeingreceivedincashorhasnotboughtbackanysharesduringtheperiodoffiveyearsimmediately
preceding the date at which the Balance Sheet is prepared. Further, the company has issued bonus shares during the year ended March 31, 2025 as stated in Note 17 (b) above.
348REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
vii) Employee Stock Option Plan (ESOP)
Share based long term incentive scheme (SLTI)
On November 04,2024, pursuant to approval by shareholders inExtra-Ordinary GereralMeeting, the board hasbeen authorised to introduce, offer, issue and provide share based incentives to eligible
employeesofthecompanyunderSharebasedlongtermincentivescheme.Themaximumnumberofsharesundertheplanshallnotexceed8,64,000shares.Theoptionwouldvestonachievementofdefined
performanceparemetersasdeterminedbyNominationandRemunerationcommittee.TheperformanceparametersarebasedonoperatingperformancemetricsofthecompanyasdecidedbyNominationand
RemunerationCommittee.TheInstrumentsgenerallyvestswithinthreeyearsfromgrantdate.Eachoptioncarrieswitharighttopurchaseoneequityshareofthecompanyatexercisepricedeterminedby
Nomination and Remuneration Committee at the time of grant.
Fair value of the equity settled award is estimated on the date of grant with following assumptions:
Particulars SLTI Tranch I SLTI Tranch II SLTI Tranch III
Weighted fair value of the Equity Share 110 110 110
Exercise Price 5.00 5.00 5
Expected Volatility (%) 48.50% 48.50% 48.50%
Expected Life of the Option (Years) 1 2 3
Expected Dividend (%) - - -
Risk free rate of interest (%) 6.88% 6.88% 6.88%
Weighted average fair value of option as on grant date 59.56 59.56 59.56
Movements in the stock option plan during the year ended March 2025
Particulars Shares Weighted
Average Exercise
Price
Outstanding at the beginning of the year - -
Granted during the year 8,64,000 5
Exercised during the year - -
Forfeited during the year - -
Expired during the year - -
Outstanding at the end of the year 8,64,000 5
Summary of information about equity settled ESOP's outstanding as on March 31 2025
Particulars SLTI Tranch I SLTI Tranch II SLTI Tranch III
Weighted average Exercise Price 5 5 5
Number of Option 2,88,000 2,88,000 2,88,000
Weighted average remaining contractual life (Year) 1 2 3
viii) No calls are unpaid by any Director or Officer of the Company during the year.
349REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
18 Other equity
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
Retained Earnings
Balance at the beginning of the Year 512.85 290.87 151.59
Total Balance at the beginning of the Year 512.85 290.87 151.59
Profit for the Year 476.68 221.42 167.58
Dividend paid* - - (28.76)
Other comprehensive income/(loss) for the year
- Remeasurement on defined benefit Plans (net of tax) 1.58 0.56 0.46
991.11 512.85 290.87
Securities Premium
Balance at the beginning of the Year 338.37 338.37 302.26
Add: On issue of shares 572.73 - 36.11
Less: Share Issue Expense (2.48) - -
Closing Balance 908.62 338.37 338.37
General Reserve
Balance at the beginning of the Year 400.00 400.00 400.00
Less: Amount utilised on account of Issue of Bonus Shares (287.56) - -
Closing Balance 112.44 400.00 400.00
Share Based Payment Reserve
Balance as at beginning of the year - - -
Add: Reconginition of Share Based Payment 12.23 - -
Balance as at the end of the year 12.23 - -
Remeasurement of the defined benefit plans
Balance at the beginning of the Year - - -
Change during the Year (Net of tax) 1.58 0.56 0.46
Transferred to Retained Earnings (1.58) (0.56) (0.46)
Closing Balance - - -
Total Other Equity 2 ,024.40 1 ,251.22 1 ,029.24
* Dividend of Rs.3 per equity share for FY 2021-22 was declared and paid by the company during the year ended March 31, 2023.
Nature and purpose of reserves
RetainedEarnings:Retainedearningsaretheprofitsthatthecompanyhasearnedtilldate,lessanytransferstogeneralreserve,dividendsorother
distributionspaidtoshareholders.Retainedearningsincludesre-measurement(loss)/gainondefinedbenefitplans,netoftaxesthatwillnotbe
reclassified to Restated Statement of Profits and Losses and also includes fair value adjustments on transition to Ind AS.
GeneralReserves: General Reserveis createdfrom timeto timebywayoftransferprofits fromretainedearningsfor appropriationpurposes.
General Reserve is created by a transfer from one component of equity to another and is not an item of other Comprehensive income.
SecuritiesPremium:TheamountreceivedinexcessoffacevalueoftheequitysharesisrecognisedinSecuritiesPremiumaspertheprovisionof
Companies Act, 2013 ('the Act'). This reserve is utilised in accordance with the provisions of the Act.
OtherComprehensiveIncome(OCI): OtherComprehensiveIncome(OCI)representthebalanceinequityforitemstobeaccountedunderOCIand
comprises of the following:
Remeasurementofdefinedbenefitplans:TheactuarialgainsandlossesarisingondefinedbenefitobligationshavebeenrecognisedinOCIand
thereafter transferred to Retained Earnings.
ShareBasedPaymentReserve(ESOP):ThisReserverelatestostockoptionsgrantedbytheCompanytoemployeesunderEmployeeStockOption
Schemes. This Reserve is transferred to Securities Premium or Retained Earnings on exercise or lapse of vested options.
350REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
19 Financial liabilities - Non current : Borrowings
As at March As at March As at March
Particulars 31, 2025 31, 2024 31, 2023
At amortised cost
Secured Loans
Term Loan from Banks
Rupee Term Loan 2,009.22 1,040.50 831.57
Vehicle Loan 6.27 11.38 10.94
Term Loan from NBFC
Rupee Term Loan 530.20 165.48 -
Equipment Loan 106.50 150.00 150.00
Less: Current Maturities shown under Current Borrowings (Refer Note 24) (498.11) (320.28) (186.06)
2,154.08 1,047.08 806.45
Unsecured Loans
Rupee Term Loan :
From Bank - - 23.38
From NBFC - 0.02 16.84
Loans from Related Parties 889.39 1,460.24 270.37
Loans from Bodies Corporate - 5.00 164.26
Less: Current maturities shown under Current Borrowings (Refer Note 24) - (0.02) (29.27)
889.39 1,465.24 445.58
3,043.47 2,512.32 1,252.03
19.1 For the year ended March 31, 2025
Terms of repayment and nature of security:
a Secured Term Loan from Banks
(i)TermloanfromICICIBankofRs.48.74Millions(Previousyear:Rs.66.51millions)isdueforrepaymentfromperiodending30-04-2025in10quarterly
installments with floating interest rate of repo rate + 3.75%
(ii)TermloanfromICICIBankofRs.44.76Millions(PreviousYear:Rs.59.56millionsisdueforrepaymentfromperiodending30-04-2025in10quarterly
installments with floating interest rate of repo rate + 3.75%
(iii) Term loan from ICICI Bank of Rs. 96.44 Millions (Previous Year: Rs. 120.48 millions) is due for repayment from period ending 30-04-2025 in 16
quarterly installments with floating interest rate of repo rate + 3.75%
(iv)Term loanfromICICIBankofRs.140Millions(PreviousYear:Nil) isdueforrepaymentfrom31-05-2025in60 equalmonthly installmentswith
floating interest rate of MCLR rate + 0.50%
(v) Term loan from ICICI Bank of Rs. 80 Millions (Previous Year: Nil) is due for repayment from period ending 30-06-2025 in 60 equal monthly
installments with floating interest rate of MCLR rate + 0.50%
(vi)TermloanofRs.140.00Millions(PreviousYear:Rs.184.86millions)fromIndusindBankisdueforrepaymentfromperiodending30.04.2025in10
quarterly installments with 7% fixed rate of interest for first three years with a landing rate at 8.5% linked to overnight Mibor (floating basis).
(vii) TermLoanofRs.87.50Millions(PreviousYear:Rs.125millions)takenfromIndusindBankisdueforrepaymentfromperiodending30.04.2025in28
equal monthly installments with 7.15% fixed rate of interest for first three years with a landing rate at 9.9% linked to overnight Mibor (floating basis)
(viii)TermLoanofRs.180.00Millions(PreviousYear:Rs.200.00millions)takenfromIndusindBankisdueforrepaymentfromquarterending30.06.2025
in18equal Quaterltyinstallmentswith7.15%fixedrateofinterestforfirstthreeyearswithalandingrateat9.9%linkedtoovernightMibor(floating
basis)
(ix)Term LoanofRs.190.00Millions(PreviousYear:Nil)takenfrom IndusindBankisdueforrepaymentfrom quarterending30.06.2025in20equal
quarterly installments with 9.6% fixed rate of interest for first three years.
(x)TermloanfromBandhanBankofRs.200.00Millions(PreviousYear:Rs.290millions)isduefromrepaymentfromquarterending01-04-2025in11
installments with floating rate of repo+3.25%
(xi)TermloanofRs.70Million (PreviousYear:Nil)takenfromKotakMahindraBankisdueforrepaymentfrom05-10-2025in60monthlyinstallments
with interest rate of applicable repo rate + 2.80%.
(xii)TermloanofRs.200Million(PreviousYear:Nil)takenfromKotakMahindraBankisdueforrepaymentfrom01-02-2027in61monthlyinstallments
with interest rate of applicable repo rate + 2.80%.
(xiii)TermloanofRs.199.93Million(PreviousYear:Nil)takenfromAxisBankisdueforrepaymentfrom30-06-2027in24quarterlyinstallmentswith
interest rate of Repo plus 2.35 i.e. 8.85%
(xiv)TermloanfromBandhanBankofRs.341.16Millions(PreviousYear:Nil)isduefromrepaymentfromquarterending01-09-2026in66installments
with floating rate of repo+2.75%
Theaboveloansaresecuredbypari-pasuchargeofGalgaliastarchland,building,Plant&machineryandothermovableandimmovablefixedassets of
thecompany(bothpresentandfuture)andfirstchargebywayofhypothecationonallcurrentassetsofthecompany(bothpresentandfuture)onpari-
passubasis.Furthersecuredbyequitable/registeredmortgageofcommercialpropertiesbelongingtoJiwansagarTowerspvtltdatBhagalpuronpari-
passubasis&mortgageofOfficebuildingatSiliguricitycenter,inthenameofcompanyandparipassuchargeandequitablemortgageofcommercialland
owned by the company located at Thakurganj ,Fatehpur singhia, Kishanganj, Bihar and corporate guarantee of M/s Jiwansagar Towers Pvt Ltd and
personal guarantee of a director and spouse as well as one relative of the director
351REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
b Secured Term Loan from NBFC
(i)TermLoanfromBajajFinanceLimitedofRs.107.14Millions(PreviousYear:Rs.150million)isdueforrepaymentfromquarterending05.05.2025in10
equalinstallments,withafloatinginterestof MCLRplus1.05i.e9.25%p.a..Theloanis securedbypari-pasuchargeofGalgaliastarchland,building,
Plant&machineryandothermovableandimmovablefixedassets ofthecompany(bothpresentandfuture)andfirstchargebywayofhypothecationon
allcurrentassetsofthecompany(bothpresentandfuture)onpari-passubasis.Furthersecuredbyequitable/registeredmortgageofcommercialproperties
belongingtoJiwansagarTowerspvtltdatBhagalpuronpari-passubasis&mortgageofOfficebuildingatSiliguricitycenter,inthenameofcompanyand
corporate guarantee of M/s Jiwansagar Towers Pvt Ltd and personal guarantee of one director and spouse of the same..
(ii)TermLoanfromTataCapitalLtdofRs.135.42Millions(PreviousYear:167.92million)isdueforrepaymentfromperiodending15.04.2025in50equal
monthlyinstallments,withafloatinginterestofRs.10.50%p.a..TheLoanissecuredbyFirstandexclusivechargebywayofmortgageoncommercial
space in Lower Ground and Upper ground Floor of Jiwansagar Tower 1, Bhagalpur admeasuring 11008 sq.st. builtup area standing in the name of
Jiwansagar Towers Private Limited having clear and marketable title having present market value of Rs.20.42 crores. Also commercial warehouse in
Galgaliaand6thand7thfloorofConvergencecontactcentrestandinginnameofSriyashInfrastructureLLPareprovidedascollateral.Personalguarentee
of 2 directors and spouse of one director has also been provided
iii)Term Loan from Aditya Birla FinanceLtd. Rs.400.00 Millions (PreviousYear:Nil)isdueforrepaymentfrom quarterending30.06.2025in 20equal
Quarterlyinstallments,withaninterestrateLTRR-9.45%i.e.11%p.a..Theloanis securedbypari-passuchargeofGalgaliastarchlandmeasuringapprox
27.78 Acres, over leaseholdundividedproportionate share oflandcomponent andoneself contained6th floor officespacein B+G+6 storiedbuilding
measuring area of 779 sq.ft. located at Block-G unit no. CCSGG0603, City Centre, Matigara- Darjeeling, owned by the Company, other movable and
immovablefixedassets ofthecompany(bothpresentandfuture)andfirstchargebywayofhypothecationonallcurrentassetsofthecompany(both
presentandfuture)onpari-passubasis.FurtherpropertiesownedbyJiwansagarTowersPvtLtd.locatedat119+120,DNSinghRoad,Bhagalpur,Bihar-
812002 are securedbypari-passu charge of undividedproportionate share of landcomponent andone selfcontained (G+II) three storied commercial
building(Tower -II), entire groundfloorbuildup area of2039 sq. ft. , overundividedproportionateshare oflandcomponent andone selfcontained
(B+G+III)entirefourstoriedcommercialhotelbuilding(Tower-III),entirebasement,groundfloor,1stfloor,2ndfloor,3rdfloormeasuringbuildupareaof
5625sq.ft., andoverundividedproportionateshareoflandcomponentandoneselfcontained(G+V)fivestoriedcommercialhotelbuilding(Tower-I),1st
floor, 4th floor & 5th floor measuring build up area of 6007 sq. ft and personal guarantee of one director and spouse of the same.
c Vehicle Loan from Banks
Vehicle loans from various banks are secured against hypothecation of vehicles purchased there. The loans are repayable on monthly instalments as per the
terms of loans which are ranging upto 51 months. The interest rates are ranging from 7.70% p.a. to 10.0% p.a.
d Loans from Related Parties and Other Body Corporates
The interest rates are from 8.50% p.a to 12.50% p.a.
19.2 For the year ended March 31, 2024
a Secured Term Loan from Banks
(i)TermloanfromICICIBankofRs.66.51Millionsisdueforrepaymentfromperiodending30-04-2024in14quarterlyinstallmentswithfloating interest
rate of repo rate + 3.75%
(ii)TermloanfromICICIBankofRs.59.56Millionsisdueforrepaymentfromperiodending30-04-2024in14quarterlyinstallmentswithfloating interest
rate of repo rate + 3.75%
(iii)TermloanfromICICIBankofRs.120.48Millions isdueforrepayment from periodending30-04-2024 in20 quarterly installments withfloating
interest rate of repo rate + 3.75%
(iv)TermloanofRs.184.86MillionsfromIndusindBankisdueforrepaymentfromperiodending30.04.2024in14quarterlyinstallmentswith7%fixed
rate of interest for first three years with a landing rate at 8.5% linked to overnight Mibor (floating basis).
(v) TermLoanofRs.125.00MillionstakenfromIndusindBankisdueforrepaymentfromperiodending30.04.2024in40equalmonthlyinstallmentswith
7.15% fixed rate of interest for first three years with a landing rate at 9.9% linked to overnight Mibor (floating basis)
(vi)TermLoanofRs.200.00MillionstakenfromIndusindBankisdueforrepaymentfromquarterending30.09.2024in20equalinstallmentswith7.15%
fixed rate of interest for first three years with a landing rate at 9.9% linked to overnight Mibor (floating basis)
(vii)TermloanfromBandhanBankofRs.290Millionsisduefromrepaymentfromquarterending30-04-2024in16installmentswithfloatingrateof
repo+3.75%.
Theaboveloansaresecuredbypari-pasuchargeofGalgaliastarchland,building,Plant&machineryandothermovableandimmovablefixedassets of
thecompany(bothpresentandfuture)andfirstchargebywayofhypothecationonallcurrentassetsofthecompany(bothpresentandfuture)onpari-
passubasis.Furthersecuredbyequitable/registeredmortgageofcommercialpropertiesbelongingtoJiwansagarTowerspvtltdatBhagalpuronpari-
passubasis&mortgageofOfficebuildingatSiliguricitycenter,inthenameofcompanyandcorporateguaranteeofM/sJiwansagarTowersPvtLtdand
personal guarantee of a director and spouse as well as one relative of the director
b Secured Term Loan from NBFC
(i)TermLoanfromBajajFinanceLimitedofRs.150Millionsisdueforrepaymentfromquarterending30.04.2024in14equalinstallments,withafloating
interestof9.25%p.a..Theloanis securedbypari-pasuchargeofGalgaliastarchland,building,Plant&machineryandothermovableandimmovable
fixedassets ofthecompany(bothpresentandfuture)andfirstchargebywayofhypothecationonallcurrentassetsofthecompany(bothpresentand
future) on pari-passu basis. Further secured by equitable/registered mortgage of commercial properties belonging to Jiwan sagar Towers pvt ltd at
Bhagalpuronpari-passubasis&mortgageofOfficebuildingatSiliguricitycenter,inthenameofcompanyandcorporateguaranteeofM/sJiwansagar
Towers Pvt Ltd and personal guarantee of one director and spouse of the same..
(ii)TermLoanfromTataCapitalLtdofRs.167.92Millionsisdueforrepaymentfromperiodending30.04.2024in62equalmonthlyinstallments,witha
floatinginterestofRs.10.50%p.a..TheLoanissecuredbyFirstandexclusivechargebywayofmortgageoncommercialspaceinLowerGroundand
UppergroundFloorofJiwansagarTower1,Bhagalpuradmeasuring11008sq.st.builtupareastandinginthenameofJiwansagarTowersPrivateLimited
having clear and marketable title having present market value ofRs.20.42 crores. Also commercial warehouse in Galgalia and 6th and 7th floor of
ConvergencecontactcentrestandinginnameofSriyashInfrastructureLLPareprovidedascollateral.Personalguarenteeof2directorsandspouseofone
director has also been provided.
352REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
c Vehicle Loan from Banks
Vehicleloansfromvariousbanksaresecuredagainsthypothecationofvehiclespurchasedthereagainst.Theloansarerepayableonmonthlyinstalments
as per the terms of loans which are ranging upto 60 months. The interest rates are ranging from 7.35% p.a. to 10% p.a.
d Loans from Related Parties and Other Body Corporates
The interest rates are varying from 7.5% p.a. to 12.8% p.a.
19.3 For the year ended March 31, 2023
Terms of repayment and nature of security:
a Secured Term Loan from Banks
(i)Term loan from ICICIBank ofRs. 248.67 Millions isdueforrepayment fromquarterending31-01-2023 toquarterending31-07-2027 with floating
interest rate of repo + 3.75%.
(ii)TermloanofRs.225.37MillionsfromIndusindBankisdueforrepaymentfromquarterending31.10.2022toquarterending31.07.2027with7%fixed
rate of interest for first three years with a landing rate at 8.5% linked to overnight Mibor (floating basis).
(iii)TermloanfromBandhanBankofRs.362Millionsisduefromrepaymentfromquarterending01-01-2023toquarterending01-01-2028withfloating
rate of repo+3.75%.
Theaboveloansaresecuredbypari-pasuchargeofGalgaliastarchland,building,Plant&machineryandothermovableandimmovablefixedassets of
thecompany(bothpresentandfuture)andfirstchargebywayofhypothecationonallcurrentassetsofthecompany(bothpresentandfuture)onpari-
passubasis.Furthersecuredbyequitable/registeredmortgageofcommercialpropertiesbelongingtoJiwansagarTowerspvtltdatBhagalpuronpari-
passubasis&mortgageofOfficebuildingatSiliguricitycenter,inthenameofcompanyandcorporateguaranteeofM/sJiwansagarTowersPvtLtdand
personal guarantee of two directors and spouse of one director.
b Secured Term Loan from NBFC
TheequipmentloanfromBajajFinanceLimitedofRs.150Millionsisdueforrepaymentfrommonthending05.08.2023tomonthending05.07.2027,witha
floating interest of 9.00% p.a.. The loan is secured by equitable mortgage of plant and machinery purchased there against.
c Vehicle Loan from Banks
Vehicleloansfromvariousbanksaresecuredagainsthypothecationofvehiclespurchasedthereagainst.Theloansarerepayableonmonthlyinstalments
as per the terms of loans which are ranging upto 60 months. The interest rates are ranging from 7.35% p.a. to 10.75% p.a.
d Unsecured Term Loan from Banks & NBFC
Unsecuredtermloansfromvariousbanks/NBFCaretakenforthepurposeofBusiness.Theloansarerepayableonmonthlyinstalmentsasperthetermsof
loans which are ranging from 12-24 months. The interest rates are varying from 14.70% p.a. to 17% p.a.
e Loans from Related Parties and Other Body Corporates
The interest rates are varying from 7% p.a. to 12.8% p.a.
20 Financial liabilities - Non current : Lease Liabilities
As at March As at March As at March
Particulars
31, 2025 31, 2024 31, 2023
At amortised cost
Lease liabilities 43.99 48.21 85.22
Total 4 3.99 4 8.21 8 5.22
(1) For changes in liabilities arising from financing activities and maturity analysis, Refer Note 45
353REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
21 Financial liabilities - Current : Trade payables
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
Current
At amortised cost
- Total outstanding dues of micro enterprises and small enterprises (Refer Note 21.1) 0 .75 1 4.00 8 .71
- Total outstanding dues of creditors other than micro enterprises and small enterprises* 4 79.32 5 33.03 3 98.51
Total 4 80.07 5 47.03 4 07.22
*includes acceptances 4 52.60 4 09.79 1 93.95
21.1 Information in terms of Section 22 of Micro, Small and Medium enterprises Development Act, 2006(MSMED), based on the confirmation and information available with the company regarding
the status under the act, are given below:
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
(i) Principal amount remaining unpaid to any supplier as at the end of the accounting year 0.75 14.00 8.71
(ii)Theamountofinterestdueandpayablefortheyear(wheretheprincipalhasbeenpaidbutinterest 0.43 - -
under the MSMED Act, 2006 not paid)
(iii)Theamountofinterestpaidbythebuyerintermsofsection16oftheMSMEDAct2006alongwith - - -
theamountsofthepaymentmadetothesupplierbeyondtheappointeddayduringeachaccounting
year.
(iv) The amount of interest accrued and remaining unpaid at the end of each accounting year 0 .51 - 0 .01
(v)Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyears,untilsuch - - -
datewhentheinterestduesasaboveareactuallypaidtothesmallenterpriseforthepurposeof
disallowance as a deductible expenditure under section 23 of the MSMED Act 2006
21.2 Trade Payables Ageing Schedule
Particulars Outstanding as on March 31, 2025 from date of transaction
Less than 1 1-2 Years 2-3 Years More than 3 Total
year Years
Total outstanding dues of micro enterprises and small enterprises 0 .62 0 .13 - - 0 .75
Total outstanding dues of creditors other than micro enterprises and small enterprises 4 78.27 0 .63 0 .16 0 .26 4 79.32
Disputed dues of micro enterprises and small enterprises - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - -
Total 4 78.89 0 .76 0 .16 0 .26 4 80.07
Particulars Outstanding as on March 31, 2024 from date of transaction
Less than 1 1-2 Years 2-3 Years More than 3 Total
year Years
Total outstanding dues of micro enterprises and small enterprises 1 4.00 - - - 1 4.00
Total outstanding dues of creditors other than micro enterprises and small enterprises 5 30.50 0 .87 1 .41 0 .25 5 33.03
Disputed dues of micro enterprises and small enterprises - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - -
Total 5 44.50 0 .87 1 .41 0 .25 5 47.03
Particulars Outstanding as on March 31, 2023 from date of transaction
Less than 1 1-2 Years 2-3 Years More than 3 Total
year Years
Total outstanding dues of micro enterprises and small enterprises 8.71 - - - 8 .71
Total outstanding dues of creditors other than micro enterprises and small enterprises 394.72 2.76 0.96 0.07 3 98.51
Disputed dues of micro enterprises and small enterprises - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - -
Total 4 03.43 2 .76 0 .96 0 .07 4 07.22
354REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
22 Provisions : Non-current
As at March As at March As at March 31,
Particulars
31, 2025 31, 2024 2023
Provision for Leave 5.91 3.72 2.87
Provision for gratuity (Refer Note 43) 2 0.15 14.90 10.39
Total 26.06 18.62 13.26
23 Deferred tax liabilities (net) : Non current
As at March As at March As at March 31,
Particulars 31, 2025 31, 2024 2023
Deferred Tax Liabilities
Temporary differences in carrying value of property, plant and equipment and intangible 193.25 140.89 97.74
assets between books of account and for tax purposes
Others 4.08 2.31 2.47
Total Deferred Tax Liabilities 197.33 143.20 100.21
Deferred Tax Assets
Expenses allowable on payment, write off, etc. 6.80 5.77 5.08
Allowance for expected credit loss 6.00 8.45 8.05
Others 1.97 1.66 1.27
Total Deferred Tax Assets 14.77 15.88 14.40
Net deferred tax liabilities 182.56 127.32 85.81
23.1 Tax Expense
For the year
Particulars March 31,March 31,March 31, 2023
2025 2024
Current Tax 106.60 37.75 37.74
Deferred Tax 54.71 41.32 20.62
Adjustments for tax related to earlier years - (9.22) -
Total 161.31 69.85 58.36
23.2 Reconciliation of tax expense and the accounting profit multiplied by tax rate:
As at March As at March As at March 31,
Particulars 31, 2025 31, 2024 2023
Restated Profit before tax 637.99 291.27 225.94
Applicable tax rate 25.17% 25.17% 25.17%
Tax on above calculated at rates applicable 160.57 73.31 56.86
Non deductible expenses for tax purposes 2.15 2.48 1.02
Adjustment for Tax related to earlier years - ( 9.22) -
Other items ( 1.41) 3 .28 0.48
Total tax expense 161.31 69.85 58.36
23.3 Details of movement of Deferred tax liabilities / (assets)
As at March As at March As at March 31,
Particulars 31, 2025 31, 2024 2023
Opening Deferred Tax liabilities / (assets) 127.32 85.81 65.03
Add : Deferred tax during the year routed through Profit and Loss 54.71 41.32 20.62
Add : Deferred tax during the year routed through Other comprehensive income 0 .53 0.19 0.16
Closing Deferred Tax liabilities / (assets) 182.56 127.32 85.81
24 Financial liabilities - Current : Borrowings
As at March As at March As at March 31,
Particulars 31, 2025 31, 2024 2023
At amortised cost
Working Capital Loans- Secured
- Cash credit/Working Capital Demand loan from Banks 1,528.90 739.51 421.96
Current maturities of non current Secured Term Loans 498.11 320.28 186.06
Current maturities of non current Unsecured Loans - 0.02 29.27
Total 2,027.01 1,059.81 637.29
355REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
24.1 Nature of Security and Rate of interest
March 31, 2025
Thecashcreditissecuredbyfirstchargebywayofhypothecationonallcurrentassetsincludingstocks,bookdebtsandbillsandotherchargeable
currentassetsofthecompany(bothpresentandfuture)onparipassubasisandfirstparipassuchargeonmovableandimmovablefixedassetsofthe
company(bothpresentandfuture)and(firstparipassuchargeonlandlocatedatVill.Bhatgaonandfactorylandandbuildingsituatedatthakurganj)
,equitablemortgageofcommercialbuildingatSiliguriofthecompany,registeredmortgageof1st,4th&5thfloorofcommercialbuildingofM/s
JiwansagarTowersPvtLtdsituatedatTower-I,registeredmortgageofground&2ndfloorofcommercialbuildingofM/sJiwansagarTowersPvt
LtdsituatedatTower-II,registeredmortgageofcommercialbuildingandotherimmovablepropertyofM/sJiwansagarTowersPvtLtdsituatedat
EntireTower-IIIalongwithcorporateguaranteeofM/sJiwansagarTowersPvtLtdandpersonalguaranteeofadirectorandSpouseaswellasone
relatives of director of the company.
Cash Credit borrowings including Working Capital Demand Loan (WCDL) carry interest in the range of 8.50% p.a. to 10.10% p.a.
March 31, 2024
Thecashcreditissecuredbyfirstchargebywayofhypothecationonallcurrentassetsincludingstocks,bookdebtsandbillsandotherchargeable
currentassetsofthecompany(bothpresentandfuture)onparipassubasisandfirstparipassuchargeonmovableandimmovablefixedassetsofthe
company(bothpresentandfuture),equitablemortgageofcommercialbuildingatSiliguriofthecompany,registeredmortgageof1st,4th&5thfloor
ofcommercialbuildingofM/sJiwansagarTowersPvtLtdsituatedatTower-I,registeredmortgageofground&2ndfloorofcommercialbuildingof
M/sJiwansagarTowersPvtLtdsituatedatTower-II,registeredmortgageofcommercialbuildingandotherimmovablepropertyofM/sJiwansagar
TowersPvtLtdsituatedatEntireTower-IIIalongwithcorporateguaranteeofM/sJiwansagarTowersPvtLtdandpersonalguaranteeofadirector
and two relatives of director of the company.
CMaasrhc hC r3e1d, i2t0 b2o3rrowings including Working Capital Demand Loan (WCDL) carry interest in the range of 9% p.a. to 10% p.a.
Thecashcreditissecuredbyfirstchargebywayofhypothecationonallcurrentassetsincludingstocks,bookdebtsandbillsandotherchargeable
currentassetsofthecompany(bothpresentandfuture)onparipassubasisandfirstparipassuchargeonmovableandimmovablefixedassetsofthe
company(bothpresentandfuture),equitablemortgageofcommercialbuildingatSiliguriofthecompany,registeredmortgageof1st,4th&5thfloor
ofcommercialbuildingofM/sJiwansagarTowersPvtLtdsituatedatTower-I,registeredmortgageofground&2ndfloorofcommercialbuildingof
M/sJiwansagarTowersPvtLtdsituatedatTower-II,registeredmortgageofcommercialbuildingandotherimmovablepropertyofM/sJiwansagar
TowersPvtLtdsituatedatEntireTower-IIIalongwithcorporateguaranteeofM/sJiwansagarTowersPvtLtdandpersonalguaranteeofadirector
and two relatives of director of the company.
Cash Credit borrowings including Working Capital Demand Loan (WCDL) carry interest in the range of 9% p.a. to 9.75% p.a.
25 Financial liabilities - Current : Lease Liabilities
As at March As at March As at March 31,
31, 2025 31, 2024 2023
Particulars
At amortised cost
Lease liabilities 4.22 3.83 1.18
Total 4.22 3.83 1.18
26 Financial liabilities - Current : Others
As at March As at March As at March 31,
Particulars 31, 2025 31, 2024 2023
At amortised cost
Interest Accrued but not due on Borrowings 2.43 2.21 1.73
Interest Accrued and due on Borrowings 5.77 3.89 3.97
Trade Deposits/Security Deposits 0.49 0.64 0.79
Payables to Employees 5.82 22.08 21.89
Liability against Capital Expenditure* 313.23 145.28 43.03
Total 3 27.74 1 74.10 7 1.41
*includes acceptances 307.95 100.99 21.72
27 Other liabilities : Current
As at March As at March As at March 31,
Particulars 31, 2025 31, 2024 2023
At amortised cost
Advances from Customers 9.97 2.29 1.76
Statutory Liabilities 5.13 17.31 28.77
Total 15.10 19.60 30.53
28 Provisions : Current
As at March As at March As at March 31,
Particulars
31, 2025 31, 2024 2023
Provision for Gratuity (Refer Note 43) 0 .45 0.35 0.27
Provision for Leave 0.52 0.07 0.05
Total 0.97 0.42 0.32
29 Tax liabilities (net) : Current
Particulars As at March As at March As at March 31,
31, 2025 31, 2024 2023
Income tax liabilities (net of advance income tax) 16.38 1.38 5.84
Total 16.38 1.38 5.84
356REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
30 Revenue from operations
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Sale of Products 8,980.22 5,906.63 4 ,749.34
Other operating revenue:
Sales of Scrap and Other Items 96.79 60.89 5 4.66
Export incentives 4.99 3 .54 0 .67
Reimbursement of GST as Subsidy 69.61 29.17 7 4.88
Revenue from operations 9,151.61 6,000.23 4 ,879.55
30.1 Disaggregation of revenue For the year
March 31, 2025 March 31, 2024 March 31, 2023
a Type of products
Maize Starch 5,276.24 3,506.83 2 ,876.52
Other 3,703.98 2,399.80 1 ,872.82
8,980.22 5,906.63 4 ,749.34
b Geographical Region
India 8,325.38 5,477.69 4 ,414.78
Overseas 654.84 428.94 3 34.56
8,980.22 5,906.63 4 ,749.34
c Type of Sales
Manufactured 7,454.73 4,826.94 4 ,155.25
Traded 1,525.49 1,079.69 5 94.09
8,980.22 5,906.63 4 ,749.34
30.2 Reconciliation of Revenue from Sales of Products with Contract Price For the year
March 31, 2025 March 31, 2024 March 31, 2023
Contract Price(Net of Return) 9,057.60 5,980.61 4 ,813.96
Less: Discounts and Incentives 77.38 73.98 6 4.62
Revenue from Sales of Products 8,980.22 5,906.63 4 ,749.34
30.3 Contract balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers Receivables, which
are included in ‘Trade receivables’
For the year
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Trade Receivable 1,368.72 1267.35 719.37
Contract Liabilities-Advance from customer 9.97 2.29 1.76
Revenue recognised in the reporting period that was included in the contract liability
balance at the beginning of the year 2.29 1.41 6.14
357REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
31 Other income
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest Income 0.68 0.24 0 .25
Rent Income 0.94 1.24 0 .31
Insurance Claims 0.31 0.06 2 .20
Gain on restatement of Investments measured at FVTPL 0.62 0.78 ( 0.13)
Gain on Foreign Exchange Transactions (net) 4.39 6.55 2.12
Gain on sale of mutual funds 0.06 - -
Gain on sale of fixed assets - 0.32 -
Liabalities no longer required written back 3.78 1.33 2.44
Commission from financial guarantee 3.60 - -
Miscellaneous Income 0.05 0.02 -
Reversal of Expected Credit Loss 9.72 - -
Total 2 4.15 1 0.54 7.19
32 Cost of materials consumed
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Cost of Raw Materials consumed 5,308.85 3,270.28 2 ,926.81
Total 5 ,308.85 3 ,270.28 2 ,926.81
33 Purchase of Stock in trade
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Purchase of Stock in trade 1,400.49 1,321.83 5 81.32
Total 1 ,400.49 1 ,321.83 5 81.32
34 Changes in inventories of finished goods and Stock In Trade
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Inventory at the end of the year
Finished goods 2 07.96 6 0.80 5 5.60
Stock in trade 1 80.97 2 66.84 -
Scrap and Other Items 2 .62 0 .58 1 .74
3 91.55 3 28.22 5 7.34
Inventories at the beginning of the year
Finished goods 6 0.80 55.60 30.17
Stock in trade 2 66.84 - -
Scrap and Other Items 0 .58 1.74 -
3 28.22 5 7.34 3 0.17
Changes in inventories ( 63.33) ( 270.88) ( 27.17)
35 Employee benefits expense
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Salaries, wages and bonus (including Directors' remuneration) (Refer Note 46) 206.26 176.27 1 57.75
Contribution to provident and other funds 5.83 4.63 4 .14
Gratuity expense (Refer Note 43) 7.61 6.12 4 .65
Expenses on Employee Stock Option Scheme (ESOP) 12.23 - -
Staff welfare expenses 14.51 16.70 8 .56
Total 2 46.44 2 03.72 1 75.10
36 Finance cost
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest expense:
- on borrowings 451.43 294.44 1 65.86
- on lease liabilities (Refer Note 45) 4.82 5.16 4 .58
- on income tax 1.67 3.94 4 .09
- to others 0.52 - -
Other borrowing costs 29.04 24.37 2 6.41
Less: Interest Subsidy from Government ( 38.86) ( 37.94) ( 67.28)
Less: Interest Capitalised ( 75.12) ( 95.32) ( 21.21)
Total 3 73.50 1 94.65 1 12.45
35837 Depreciation and amortisation expense
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation on Tangible Assets (Refer Note 5) 135.34 8 3.09 6 7.91
Depreciation on ROU Assets( Note 5) 5.05 5 .05 7 .48
Amortisation on Intangible Assets (Refer Note 6) 0.17 0 .13 0 .14
Total 1 40.56 8 8.27 75.53
38 Other expenses
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Stores and Spares Consumed 45.88 34.10 1 9.93
Packing Material Consumed 97.43 55.27 4 7.93
Labour Charges 85.72 52.54 4 2.11
Power and Fuel* 503.12 471.70 4 47.47
Freight and Forwarding Charges 269.29 190.18 1 40.95
Rent and Hire Charges 7.76 7.06 1 6.48
Repairs and Maintenance:
Plant & Machinery 26.25 12.24 2 4.08
Building 2.37 2.30 -
Other 15.36 10.90 8 .65
Insurance 8.28 5.86 5 .42
Rates and Taxes 4.35 4.95 2 .19
Travelling and Conveyance Expenses 8.24 9.71 1 1.95
Payment to Auditors (Refer Note 38.1) 1.77 1.43 1 .20
Director Sitting Fees 3.18 1.74 -
Legal and Professional Charges 16.19 12.81 8 .44
Commission 7.82 9.58 7 .44
Advertisement and Publicity - 0.05 0 .83
Business Promotion Expenses 3.08 4.10 3 .24
Donation 0.82 0.80 0 .88
Corporate Social Responsibility Expenses (Refer Note 41) 5.53 3.50 3 .31
Bad and Doubtful Debt Written Off 0.17 0.27 0 .46
Provision for Expected Credit Loss (including against credit impaired) - 1.57 2 .04
Security and Housekeeping 10.27 8.10 6 .15
Miscellaneous Expenses 8.38 10.87 1 5.61
Total 1 ,131.26 9 11.63 8 16.76
*Net of Subsidy received from Government 1.98 1.65 2.14
38.1Payment to auditors
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
As statutory auditors*
Audit fees 1.70 1.20 1 .20
Other services (Certification etc.) - 0 .02 -
Out of Pocket expenses 0 .07 0 .21 -
Total 1 .77 1 .43 1 .20
* Excludes amount paid relating to proposed initial public offer 4 .64 - 2 .50
39 Other Comprehensive Income
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit plans 2 .11 0 .75 0 .62
Less: Tax expense on the above ( 0.53) ( 0.19) ( 0.16)
Total 1 .58 0 .56 0.46
40 Earnings per share (EPS)
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net profit after tax for the year 4 76.68 2 21.42 1 67.58
Basic & Diluted earnings per share
Weighted average number of equity shares (in numbers) (Refer Note 17) 9 5,85,175 9 5,85,175 95,05,326
Add: Impact of sub-division of shares (Refer Note 17 (a)) 9 5,85,175 9 5,85,175 9 5,05,326
Add: Impact of issue of bonus shares (Refer Note 17 (b)) 5 ,75,11,050 5 ,75,11,050 5 ,70,31,954
Add: Weighted average number of Ordinary shares on conversion of unsecured loan to 2 0,47,320 - -
equity shares (Refer Note 17 (d))
Total weighted average no. of shares 7 ,87,28,720 7 ,66,81,400 7 ,60,42,605
Add: Effect of potential Ordinary shares on Employee Stock Options outstanding 3 ,23,112 - -
Weighted average number of Ordinary shares in computing diluted earnings per share 7 ,90,51,833 7 ,66,81,400 7 ,60,42,605
Nominal value of equity shares (Rs. per share) (Refer Note 17 (a)) 5 .00 5 .00 5 .00
Basic earnings for ordinary shares (in Rs. per share) 6 .05 2 .89 2 .20
Diluted earnings for ordinary shares (in Rs. per share) 6 .03 2 .89 2 .20
35941 Corporate social responsibility (CSR) expenditure
For the year
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) Gross amount to be spent by the Company during the year 5 .71 4 .81 4 .04
b) Amount spent during the year for construction /acquisition of assets in cash - - -
b) Amount spent during the year for purposes other than construction /acquisition of assets 5 .53 3 .50 3.31
in cash
c) Amount unspent during the year - - -
d) Shortfall /(Excess) at the end of the year ( 0.04) ( 0.22) ( 1.53)
e) Nature of CSR activities: Animal welfare, Animal welfare, Animal welfare,
Promoting Education, Eradicating hunger, poverty and malnutrition. Promotion of Promotion of Promotion of
education and education and education and
Providing facilities Providing facilities Providing facilities for
for senior citizens. for senior citizens. senior citizens.
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360REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
42 Employee benefits
(I) Defined contribution plan
a Provident Fund Contribution
Provident Fund as per the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952.
b The amount recognized as an expense for the Defined Contribution Plans are as
Particulars For the year
March 31, 2025 March 31, 2024 March 31, 2023
Provident Fund 5.83 4.63 4.14
43 Defined Benefit Plan:
a Gratuity Plan
TheCompanyhasadefinedbenefitgratuityplan.EveryemployeewhohascompletedfiveyearsormoreofserviceisentitledtoGratuityasper
theprovisionsofthePaymentofGratuityAct,1972.Thepresentvalueofdefinedobligationandrelatedcurrentcostaremeasuredusingthe
Projected Unit Credit Method with actuarial valuation being carried out at Balance Sheet date. The scheme is unfunded.
b Risk Exposure
Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:
Interest Rate Risk The Defined Benefit Obligation calculation uses a discount
rate based on government bonds. If bonds yield fall, the
defined benefit obligation will increase.
Salary Growth Risk The present value of defined benefit plan liability is
calculated by reference to the future salaries of plan
participants. An increase in the salary of plan participants
will increase the plan liabilities.
Demographic Risk This is the risk of variability of results due to unsystematic
nature of variables that include mortality, withdrawal,
disability and retirement. The effect of these variables on
the defined benefit obligation is not straight forward and
depend upon the combination of factors drawing weightage
from salary increase, discount rate and vesting criteria.
c Reconciliation of the net defined benefit (asset)/ liability
The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset)/ liability and its
components:
Particulars As At
March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the year 15.26 10.66 6 .76
Current Service Cost 6.56 5.40 4 .16
Interest Cost on Defined Benefit Obligation 1.05 0.72 0 .49
Actuarial Gain and Losses arising from
Changes in demographic assumptions - ( 0.38) -
Changes in financial assumptions 0.04 0.77 0 .19
Experience Adjustment ( 2.15) ( 1.13) (0.82)
Benefits Paid ( 0.14) ( 0.78) (0.12)
Balance at the end of the year 20.60 15.26 1 0.66
A Principal actuarial assumptions
Principal actuarial assumptions used to determine the present value of the defined benefit obligation as at and for the year ended are as follows:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Discount rate 6.96% 7.36% 7.26%
Expected rate of increase in compensation level of covered employees 10.00% 10.00% 10.00%
Average expected future service 20 Years 21 Years 21 Years
Retirement/Superannuation Age 60 Years 60 Years 60 Years
Mortality rate IIAM (2012-15) IIAM (2012-15) IALM (2012-14)
Table Ultimate Table Ultimate Table Ultimate
Attrition rate 26.00% 26.00% 5.00%
The estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
361REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
B Details of Actuarial Valuation carried out on Balance Sheet date are as under:
Amount recognised in the Restated Statement of Assets & Liabilities consists of:
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Present value of defined benefit obligations 20.60 15.26 10.66
Net liability arising from defined benefit obligations 20.60 15.26 10.66
Recognised under:
Current provision 0.45 0.36 0.27
Non current provision 20.15 14.90 10.39
Amounts recognised in Restated Statement of Profits and Losses in respect of gratuity scheme are as follows:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Current service cost 6.56 5.40 4.16
Interest cost 1.05 0.72 0.49
Total charge to statement of profit or loss 7.61 6.12 4.65
Amounts recognised in the statement of comprehensive income are as follows:
Remeasurement of the net defined benefit obligation:-
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Re-measurement losses /(gains) arising from changes in financial assumptions 0.04 0.77 0.19
Re-measurement losses /(gains) arising from changes in demographic adjustments - (0.38) -
Re-measurement losses /(gains) arising from experience adjustments (2.15) (1.13) (0.82)
Re measurement of the net defined benefit liability (2.11) (0.75) (0.62)
C Sensitivity analysis
Method for Sensitivity Analysis : The sensitivity results below determine their individual impact on the Plan's end of the year Define Benefit
Obligation. In reality, the Plan is subject to multiple external experience items which may move the Defined Benefit Obligation in similar or
Opposite directions, while the sensitivity to such changes can vary over time :
Increased /(Decreased) defined benefit obligation
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Effect on DBO due to 0.5% increase in Discount Rate (1.76) ( 1.33) (0.94)
Effect on DBO due to 0.5% decrease in Discount Rate 1.98 1.50 1.06
Effect on DBO due to 0.5% increase in Salary Escalation Rate 1.72 1.26 0.90
Effect on DBO due to 0.5% decrease in Salary Escalation Rate (1.54) ( 1.13) (0.81)
Effect on DBO due to 0.5% increase in Attrition Rate (0.13) ( 0.11) (0.06)
Effect on DBO due to 0.5% decrease in Attrition Rate 0.14 0.11 0.06
Effect on DBO due to 0.5% increase in Mortality Rate (0.02) ( 0.01) (0.01)
Effect on DBO due to 0.5% decrease in Mortality Rate 0.02 0.01 0.01
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the
sensitivity of the assumptions shown.
In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit
method at the end of reporting year, which is the same as that applied in calculating the defined obligation liability recognized in the balance
sheet.
D Maturity profile of defined benefit obligation (without discounting)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Expected benefit payments for the year ending
Not later than 1 year 0.47 0.36 0.28
Later than 1 year and nor later than 5 years 1.39 0.91 0.55
More than 5 years 90.95 69.73 53.26
362REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
44 Contingencies and commitments
(To the extent not provided for)
(i) Contingent liabilities As at March As at March As at March
31, 2025 31, 2024 31, 2023
Demands/claims by various government authorities and other claims not acknowledged as debts:
- Goods and Service Tax - - 1.62
- Income tax 23.29 2 3.29 23.29
Guarantee
Guarantees to Financial Institutions against credit facilities extended to third parties - 2 32.14 -
Total 23.29 255.43 24.91
These cases are pending at various forums with the respective authorities. Outflow, if any, arising out of the claims would depend upon the outcome of
the decision of the appellate authorities and the company's right for future appears before judiciary.
The company does not expect any reimbursement in respect of above contingent liabilities.
(ii) Commitments As at March As at March As at March
31, 2025 31, 2024 31, 2023
Capital Commitments
Estimated amount of contracts remaining to be executed on Capital Account (Net of Advances) 1169.12 71.03 208.28
45 Leases
As lessee
The company has lease contracts for certain buildings. The company's obligation under its lease are secured by lessor's title to the leased asset.
Thecompanyalsohascertainleasesofgodownsandequipmentswithaleasetermoftwelvemonthsorless.Thecompanyappliesthe'shorttermlease'
and 'lease of low-value assets' recognition exemptions for these leases.
Lease liabilities is being measured by discounting the lease payments using the incremental borrowing rate 10% p.a.
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
(a) Carrying value of right of use assets at the end of the reporting year (Refer Note 5) 4 0.40 4 5.45 8 1.38
(b) Analysis of Lease liabilities:
Movement of lease liabilities
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
Opening Lease liabilities 52.04 8 6.40 9.89
Addition during the year (net) - - 81.29
Accretion of interest during the year 4.82 5 .16 4.58
Derecognised during the year - (30.88) -
Cash outflow towards payment of lease liabilities (8.65) (8.65) (9.36)
Closing Lease liabilities 48.21 5 2.04 86.40
Lease liabilities included in the Restated Statement of Assets & Liabilities
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
Current 4.22 3 .83 1.18
Non-Current 43.99 4 8.21 85.22
Total 48.21 5 2.04 86.40
(c) The table below summarises the maturity profile of the Company's lease liabilities based on contractual undiscounted payments:
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
Less than 1 year 4.22 3 .83 1.18
Between 1 to 5 year 21.52 1 9.56 18.09
More than 5 year 22.47 2 8.65 67.13
48.21 5 2.04 86.40
(d) Impact on Restated Statement of Profits and Losses:
Particulars As at March As at March For the year
31, 2025 31, 2024 ended March
31, 2023
Depreciation on Right-of-Use assets 5.05 5 .05 7.48
Interest on lease liabilities 4.82 5 .16 4.58
Expenses relating to short-term and low-value leases 7.76 7 .06 16.48
Total 17.63 1 7.27 28.54
e)Thereisnosignificantliquidityriskwithregardtoitsleaseliabilitiesasthecurrentassetsaresufficienttomeettheobligationsrelatedtolease
liabilities as and when due.
363REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
46Related party disclosures
(A) Name of Related Parties and related party relationships with whom transactions have taken place during the year:
Key Management Personnels (KMP)
Raj Kumar Kishorepuria - Executive Director (Resigned w.e.f. 10th April, 2023)
Anil Kishorepuria - Managing Director (w.e.f. 1st October, 2022)/Director (Upto 30 September, 2022)
Karan Kishorepuria - Whole Time Director (Executive Director upto 31st January 2023 and Whole time Director w.e.f. 1st February 2023)
Navneet Baheti - Chief Financial Officer (w.e.f. 01st April, 2023 and resigned w.e.f 29th February, 2024) Chief Executive Officer ( Upto 24th August, 2022)
Chaitee Baral - Company Secretary (w.e.f. 10 January, 2022 Upto 19th June, 2022)
Urmi Chaudhury - Company Secretary (w.e.f. 20 June 2022)(Resigned w.e.f. 31st May, 2024)
Tinku Kumar Gupta- Company Secretary (w.e.f. 23rd July 2024)
Rajendra Acharya - GM - Factory Operations (w.e.f. 6th February 2023 and Resigned w.e.f 30th September 2024))
Saikat Chatterjee - Chief Financial Officer (w.e.f. 01st March 2024)
Sheetal Jhunjhunwala- Independent Director (w.e.f. 10th April 2023)
Dinabandhu Mohapatra- Independent Director (w.e.f. 10th April 2023)
Rajesh Raghunath Pednekar- Independent Director (w.e.f. 14th July 2023)
Relatives of KMP
Sajjan Kishorepuria - Brother of Raj Kumar Kishorepuria
Shiv Kumar Kishoreporia - Brother of Raj Kumar Kishorepuria
Shruti Kishorepuria - Wife of Anil Kishorepuria
Krishnav Kishorepuria - Son of Anil Kishorepuria
Bijay Kumar Kishorepuria - Brother of Raj Kumar Kishorepuria
Enterprises in which Directors and KMPs / relatives have Significant influence / Control
AGL Glass Pvt Ltd
BFL Private Limited
Contessa Commercial Co. Pvt Ltd
Inservia Innovation Pvt Ltd
Jiwansagar Promotors Pvt Ltd
Jiwansagar Times Pvt Ltd
Jiwansagar Towers Pvt Ltd
Sagar Business Pvt Ltd
SCI India Ltd.
Jiwansaagaar Realty Pvt Ltd
Sriyash Infrastructure LLP
SRM Private Ltd
For the year ended
Summary of transactions with the related parties March 31, March 31, March 31,
2025 2024 2023
Unsecured Loan Taken by Company
Anil Kishorepuria - 18.00 92.10
BFL Private Limited 712.50 1,457.08 586.90
Jiwansagar Promotors Pvt Ltd - - 1 .70
Jiwansagar Times Pvt Ltd - - 0 .01
Jiwansagar Towers Pvt Ltd - 94.20 17.26
Shruti Kishorepuria - - 6 .84
SRM Pvt. Ltd. 21.50 367.33 128.03
Unsecured Loan Repaid by Company (inclusive of interest paid)
Anil Kishorepuria - 35.49 77.63
BFL Private Limited 355.16 795.78 459.44
Bijay Kumar Kishorepuria - 0 .14 1 .33
Contessa Commercial Co P Ltd - - 1 .11
Jiwan Sagar Promotors Pvt. Ltd. - 0 .06 3 .14
Jiwansagar Times Pvt Ltd - - 43.02
Jiwansagar Towers Pvt Ltd 87.85 17.08 25.47
Raj Kumar Kishorepuria - 0 .35 4 .72
Sajjan Kumar Kishorepuria - 0 .14 1 .45
Shiv Kumar Kishorepuria - 0 .14 1 .36
Shruti Kishorepuria - - 9 .03
AGL Glass Pvt Ltd 114.66 52.17 -
SRM Pvt. Ltd. 212.09 34.88 110.09
364REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
For the year ended
Summary of transactions with the related parties March 31, March 31, March 31,
2025 2024 2023
Interest on Unsecured Loan
AGL Glass pvt ltd 0 .03 16.18 -
Anil Kishorepuria - 0 .45 2 .28
BFL Private Limited 52.06 23.75 4 .13
Bijay Kumar Kishorepuria - 0 .05 0 .36
Jiwan Sagar Promotors Pvt. Ltd. - - 0 .06
Jiwansagar Times Pvt Ltd - - 0 .82
Jiwansagar Towers Pvt Ltd 6 .42 5 .21 0 .23
Raj Kumar Kishorepuria - - 0 .29
Sajjan Kumar Kishorepuria - - 0 .36
Shiv Kumar Kishorepuria - - 0 .36
Shruti Kishorepuria - - 0 .06
SRM Pvt. Ltd. 13.54 12.42 1 .38
Rent
Jiwan Sagar Promotors Pvt. Ltd. - - 1 .16
Sriyash Infrastructures LLP 8 .65 8 .65 10.09
Purchase of Capital Items
Inservia Innovations Pvt Ltd - - 0 .15
Jiwansagar Times Pvt Ltd - - 4 .88
Sagar Business Pvt. Ltd. 18.34 - -
Jiwansaagaar Realty Pvt Ltd 0 .25 - -
Purchase of Land
Anil Kishorepuria - - 63.21
Purchase of Goods
Jiwan Sagar Promotors Pvt. Ltd. - 11.20 0.52
Jiwansagar Times Pvt Ltd - - 23.54
Purchase of Trading Items
Jiwansagar Times Pvt Ltd - 36.63 -
SCI India Ltd. - 38.19 -
Sales of Goods
SCI India Ltd. - 0 .85 -
BFL Private Limited 0 .08 - 0 .08
Remuneration
Anil Kishorepuria 30.00 24.00 24.00
Karan Kishorepuria 4 .80 4 .80 4 .80
Navneet Baheti - 6 .88 4 .20
Raj Kumar Kishorepuria - - 1 .78
Shruti Kishorepuria 7 .63 7 .20 7 .20
Chaitee Baral - - 0 .09
Rajendra Acharya 3 .13 6 .67 -
Saikat Chatterjee 4 .15 0 .33 -
Urmi Chaudhary 0 .19 1 .51 0 .95
Tinku Kumar Gupta 0 .69 - -
Sitting Fees
Sheetal Jhunjhunwala 1 .26 0 .60 -
Dinabandhu Mohapatra 1 .26 0 .72 -
Rajesh Raghunath Pednekar 0 .66 0 .42 -
Advance given by Company
Jiwansagar Times Pvt Ltd - - 0 .02
Saikat Chatterjee 0 .15 - -
Sponshorship Fees
Krishnav Kishorepuria 2 .89 6 .43 5 .98
Payment for Services
BFL Private Limited - 0 .27 -
Jiwansaagaar Realty Pvt Ltd 0 .27 - 0 .35
Sriyash Infrastructure LLP - - 0 .02
SRM Pvt Ltd - - 0 .08
Reimbursement of Expenses
BFL Private Limited 1 .46 - -
SRM Pvt Ltd 0 .96 - -
Equity Shares Issued (including Securities Premium)
BFL Private Limited (Conversion of loan into equity) 500.00 - -
SRM Pvt Ltd (Conversion of loan into equity) 100.00 - -
Shruti Kishorepuria - - 40.46
365REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
For the year ended
Summary of Outstanding balances with the related parties March 31, March 31, March 31,
2025 2024 2023
Unsecured Loan Outstanding
Anil Kishorepuria - - 17.08
BFL Private Limited 794.13 889.93 207.26
Bijay Kumar Kishorepuria - - 4 .84
Jiwan Sagar Promotors Pvt. Ltd. - - 0 .06
Jiwansagar Towers Pvt Ltd - 82.01 0 .21
Raj Kumar Kishorepuria - - 1 .37
Sajjan Kumar Kishorepuria - - 4 .69
Shiv Kumar Kishorepuria - - 4 .82
AGL Glass Pvt Ltd - 14.56 -
SRM Pvt. Ltd. 95.26 373.67 30.04
Creditors- Outstanding Balance
Sriyash Infrastructures LLP 0 .35 0 .35 0 .54
Advance- Outstanding Balance
Saikat Chatterjee 0 .13 - -
Other Receivables
BFL Private Limited 1 .46 - -
SRM Pvt. Ltd. 0 .96 - -
For the year ended
Remuneration to Key Management Personnel March 31, March 31, March 31,
2025 2024 2023
Particulars
Short-term employee benefits 50.59 51.39 43.01
Post-employment benefits * - - -
* Post-employment benefits and other long-term benefits is being disclosed based on actual payment made on retirement/resignation of services, but does
not includes provision made on actuarial basis as the same is available for all the employees together.
46.1Major terms and conditions of transactions with related parties
Transactions with related parties are carried out in the normal course of business on arm's length basis.
366REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
47 Financial Risk Management
FinancialmanagementoftheCompanyhasbeenreceivingattentionofthetopmanagementoftheCompany.Themanagementconsidersfinanceasthelifelineofthebusinessand
therefore,financialmanagementiscarriedoutmeticulouslyonthebasisofdetailedmanagementinformationsystemsandreportsatperiodicalintervalsextendingfromdailyreports
tolong-termplans.Importanceislaidonliquidityandworkingcapitalmanagementwithaviewtoreduceover-dependenceonborrowingsandreductionininterestcost.Various
kinds of financial risks and their mitigation plans are as follows:
A) Credit Risk
Creditriskistheriskthatcounterpartywillnotmeetitsobligationsunderafinancialinstrumentorcustomercontract,leadingtoafinancialloss.TheCompanyisexposedtocredit
risk from its operating activities (primarily trade receivables). On account of adoption of Ind AS 109, the Company uses an expected credit loss model to assess the impairment loss.
a Trade Receivables
CustomercreditriskismanagedbytheCompany’sestablishedpolicy,proceduresandcontrolrelatingtocustomercreditriskmanagement.Outstandingcustomerreceivablesare
regularlymonitoredandreconciled. Basedonhistoricaltrend,industrypracticeandthebusinessenvironmentinwhichthecompanyoperates,animpairmentanalysisisperformed
ateachreportingdatefortradereceivables.Basedonabove,themanagementassessmentfortheallowanceforexpectedcreditloss(includingcreditimpaired)isconsideredadequate
(Refer Note 12 for amount of trade receivable and allowance for expected credit loss including credit impaired in respective years).
b Other Financial Assets
CreditRiskoncashandcashequivalent,depositswiththebanks/financialinstitutionsisgenerallylowasthesaiddepositshavebeenmadewiththebanks/financialinstitutionswho
have been assigned high credit rating by international and domestic rating agencies.
B) Liquidity Risk
TheCompany'sobjectiveistomaintainoptimumlevelsofliquiditytomeetitscashandcollateralrequirementsatalltimes.TheCompanyreliesonamixofborrowingsandexcess
operatingcashflowstomeetitsneedsforfunds.Thecurrentcommittedlinesofcreditaresufficienttomeetitsshorttomedium/longtermexpansionneeds.TheCompanymonitors
rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs.
Maturity Analysis for financial liabilities
a The following are the remaining contractual maturities of financial liabilities:
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
On demand
Current borrowings 1,528.90 739.51 421.96
1,528.90 739.51 421.96
Less than 1 year
Non Current borrowings 498.11 320.30 215.33
Lease Liability 4.22 3.83 1.18
Trade payables 480.07 547.03 407.22
Other financial liabilities 327.74 174.10 71.41
1,310.14 1,045.26 695.14
Between 1 to 5 year
Lease Liability 21.52 19.56 18.09
Non Current borrowings 2,852.43 2,506.86 1,252.03
2,873.95 2,526.42 1,270.12
More than 5 year
Lease Liabality 22.47 28.65 67.13
Non Current borrowings 191.04 5.46 -
213.51 34.11 67.13
Total 5,926.50 4,345.30 2,454.35
b Itisnotexpectedthatcashflowsincludedinthematurityanalysiscouldoccursignificantlyearlier,oratsignificantlydifferentamounts.Whentheamountpayableisnotfixed,the
amount disclosed has been determined with reference to conditions existing at the reporting date.
C) Market Risk
Marketriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.MarketriskcomprisesofForeignExchange
Risk and Interest Rate Risk.
D) Foreign Exchange Risk
Foreigncurrencyriskistheriskthatthefairvalueorfuturecashflowsofanexposurewillfluctuatebecauseofchangesinforeignexchangerates.TheCompany’sexposuretotherisk
ofchangesinforeignexchangeratesrelatesprimarilytotheCompany’soperatingactivities.TheCompanyhasatreasurydepartmentwhichmonitorstheforeignexchange
fluctuations on the continuous basis and advises the management of any material adverse effect on the Company.
a) Unhedged Foreign Currency Exposure
The Company's exposure to foreign currency in USD at the end of the reporting period expressed in INR is as follows :
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
Financial Assets
Trade Receivables 17.45 101.65 14.76
Net Exposure 17.45 101.65 14.76
b) Foreign Currency Sensitivity
Thefollowingtabledemonstratesthesensitivitytoareasonablypossiblechangeinforeigncurrencyexchangerates,withallothervariablesheldconstant.Theimpactonthe
Company profit before tax is due to changes in the fair value of assets and liabilities.
Change in Impact on Profit before tax
Currency rate - 500 As at March As at March As at March
basis point 31, 2025 31, 2024 31, 2023
USD Increase 0 .87 5 .08 0 .74
USD Decrease ( 0.87) ( 5.08) ( 0.74)
Change in Impact on Other Equity
rate - 500 As at March As at March As at March
Currency basis point 31, 2025 31, 2024 31, 2023
USD Increase 0 .65 3 .80 0 .55
USD Decrease ( 0.65) ( 3.80) ( 0.55)
367REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
E) Interest Rate Risk
Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketrates.Thecompany'sexposuretotheriskof
changesinmarketinterestraterelatesprimarilytocompany'sborrowingwithfloatinginterestrates.TheCompanydonothaveanysignificantinterestrateriskonitscurrent
borrowing due to their short tenure.
a) Exposure to Interest Rate Risk
As at March As at March As at March
Particulars
31, 2025 31, 2024 31, 2023
Financial Liability
Fixed Rate Instruments 8 89.39 1 ,465.26 4 74.85
Variable Rate Instruments 4 ,181.09 2 ,106.87 1 ,414.47
b) Interest Rate Sensitivity
Change in Impact on Profit before tax
rate - 50 basis As at March As at March As at March
Particulars point 31, 2025 31, 2024 31, 2023
Interest Rate Increase ( 20.91) ( 10.53) ( 7.07)
Interest Rate Decrease 2 0.91 1 0.53 7 .07
Change in Impact on Other Equity
rate - 50 basis As at March As at March As at March
Particulars
point 31, 2025 31, 2024 31, 2023
Interest Rate Increase ( 15.64) ( 7.88) ( 5.29)
Interest Rate Decrease 1 5.64 7 .88 5 .29
48 Fair Value Measurement
The following table shows the carrying amount and fair values of Financial Assets & Financial Liabilities:
Particulars As at March 31, 2025
Total Fair Value
Amortized
FVTPL FVTOCI Carrying
Cost
amount
Financial Assets
Investment 11.23 - - 11.23 1 1.23
Trade Receivables - - 1368.72 1368.72 1 ,368.72
Cash and Cash Equivalents and other bank balances - - 537.88 537.88 5 37.88
Other Financial Assets - - 144.95 144.95 1 44.95
11.23 0 2,051.55 2,062.78 2 ,062.78
Financial Liabilities
Borrowings - - 5070.48 5,070.48 5 ,070.48
Lease Liability - - 48.21 48.21 4 8.21
Trade Payables - - 480.07 480.07 4 80.07
Other Financial Liabilities - - 327.74 327.74 3 27.74
- - 5,926.50 5,926.50 5 ,926.50
Particulars As at March 31, 2024
Total Fair Value
Amortized
FVTPL FVTOCI Carrying
Cost
amount
Financial Assets
Investment 19.79 - - 19.79 1 9.79
Trade Receivables - - 1267.35 1267.35 1 ,267.35
Cash and Cash Equivalents - - 197.76 197.76 1 97.76
Other Financial Assets - - 74.50 74.50 7 4.50
19.79 0 1539.61 1559.40 1 ,559.40
Financial Liabilities
Borrowings - - 3572.13 3572.13 3 ,572.13
Lease Liability - - 52.04 52.04 5 2.04
Trade Payables - - 547.03 547.03 5 47.03
Other Financial Liabilities - - 174.10 174.10 1 74.10
- - 4,345.30 4,345.30 4 ,345.30
Particulars As at March 31, 2023
Total Fair Value
Amortized
FVTPL FVTOCI Carrying
Cost
amount
Financial Assets
Investment 4.09 - - 4.09 4 .09
Trade Receivables - - 719.37 719.37 7 19.37
Cash and Cash Equivalents - - 0.92 0.92 0 .92
Other Financial Assets - - 129.96 129.96 1 29.96
4.09 0 850.25 854.34 8 54.34
Financial Liabilities
Borrowings - - 1889.32 1889.32 1 ,889.32
Lease Liability - - 86.40 86.40 8 6.40
Trade Payables - - 407.22 407.22 4 07.22
Other Financial Liabilities - - 71.41 71.41 7 1.41
- - 2,454.35 2,454.35 2 ,454.35
48.1 Themanagementassessedthatthefairvaluesofcashandcashequivalents,tradereceivables,tradepayables,currentborrowings,currentloansandotherfinancial
assets & liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments.
48.2 ThemanagementconsidersthatthecarryingamountsofFinancialassetsandFinancialliabilitiesrecognisedatnominalcost/amortisedcostintheFinancialstatements
approximate their fair values.
48.3 Noncurrentborrowingshasbeencontractedatfloatingratesofinterest,whichareresetatshortintervals.Fairvalueoffloatinginterestrateborrowingsapproximates
their carrying value subject to adjustments made for transaction cost.
368REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
49 Fair Value Hierarchy
Thefollowingarethejudgementsandestimatesmadeindeterminingthefairvaluesofthefinancialinstrumentsthatare(a)recognizedandmeasuredatfairvalueand
(b)measuredatamortizedcostandforwhichfairvaluearedisclosedinthefinancialstatements.Toprovideanindicationaboutthereliabilityoftheinputsusedin
determiningfairvalue,thecompanyhasclassifieditsfinancialinstrumentsintothethreelevelsoffairvaluemeasurementasprescribedundertheIndAS113"Fair
Value Measurement".
Assets and Liabilities measured at Fair Value - recurring fair value measurements
Particulars As at March 31, 2025
Level 1 Level 2 Level 3
Financial Assets
Investment 11.23 - -
Total Financial Assets 11.23 - -
Particulars As at March 31, 2024
Level 1 Level 2 Level 3
Financial Assets
Investment 19.79 - -
Total Financial Assets 19.79 - -
Particulars As at March 31, 2023
Level 1 Level 2 Level 3
Financial Assets
Investment 4.09 - -
Total Financial Assets 4.09 - -
There were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements.
Explanation to the Fair Value hierarchy
TheCompanymeasuresFinancialinstruments,suchas,unquotedinvestmentsatfairvalueateachreportingdate.Fairvalueisthepricethatwouldbereceivedtosell
anassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsatthemeasurementdate.Allassetsandliabilitiesforwhichfairvalueis
measuredordisclosedinthefinancialstatementsarecategorisedwithinthefairvaluehierarchybasedonthelowestlevelinputthatissignificanttothefairvalue
measurementasawhole.Thevaluationofunquotedsharesandpreferenceshareshavebeenmadebasedonlevel3inputsasperthehierarchymentionedinthe
Accounting Policies. The valuation of unquoted equity instrument and financial guarantee have been valued based on the valuation technique applicable.
50 Capital Management
Forthepurposeofthecompany’scapitalmanagement,capitalincludesissuedequitycapital, noncurrentandcurrentborrowings,sharepremiumandallotherequityreserves
attributable to the equity holders. The primary objective of the company’s capital management is to maximize the shareholder value and to ensure the company
ability to continue as a going concern.
The company management reviews the capital structure of the company on a need basis when planning any expansions and growth strategies.
The company monitors capital on the basis of cost of capital. The company is not subject to any externally imposed capital requirements.
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
Share capital 410.68 95.85 95.85
Other equity 2,024.40 1,251.22 1,029.24
Equity (A) 2,435.08 1,347.07 1,125.09
Cash and cash equivalents 528.95 197.76 0.92
Total fund (B) 528.95 197.76 0.92
Non Current Borrowing 3,043.47 2,512.32 1,252.03
Current Borrowing 2,027.01 1,059.81 637.29
Total debt (C) 5,070.48 3,572.13 1,889.32
Net debt (D=(C-B)) 4,541.53 3,374.37 1,888.40
Total capital (equity + net debt) 6,976.61 4,721.44 3,013.49
Net debt to equity ratio (E=D/A) 1.87 2.50 1.68
No changes were made to the objectives, policies or processes for managing capital during the year ended 31 March 2025, 31 March, 2024 and 31 March, 2023
51 Reconciliation of quarterly statements submitted to banks with books of accounts of the Company
Reporting Years Banks Particulars Amount as Amount as Amount of
per Financial per quarterly Difference
Statement returns
submitted
FFR
Trade Receivables 1,368.72 1,455.10 (86.38)
March'25 Working Capital Lenders* Trade Payables** 480.07 0.00 480.07
Inventories 1,183.45 1,184.26 (0.81)
Trade Receivables 1,267.35 1,330.14 (62.79)
Mar'24 Working Capital Lenders* Trade Payables** 547.03 229.21 317.81
Inventories 570.78 548.21 22.57
Trade Receivables 719.37 723.36 (3.99)
Mar'23 Working Capital Lenders* Trade Payables 407.22 202.63 204.59
Inventories 305.12 242.71 62.41
TheQuarterlystatementssubmittedto bankswerepreparedandfiledbeforethecompletionofallfinancialstatementclosureactivitiesincludingaccountingstandardrelated
adjustments/reclassifications®roupingasapplicable,whichledtothesedifferencesbetweenthefinalbooksofaccountsandthequarterlystatementssubmittedto banksbased
on provisional books of accounts.
**Further,intermsofsanctionletterofSBMBankdatedAug17,2023,advancesmadetosuppliersofrawmaterialsandstores&spares aretobeconsideredincalculationof
drawingpowerandhencethecompanyhasdeductedsuchadvanceswhilereportingtradepayablewhichhasresultedindifferencebetweentradepayableasperreturnsubmitted
with bank and as per books of accounts.
*Working Capital Lenders are represented by Bandhan Bank, ICICI Bank,SBM Bank, Kotak Bank, Axis Bank, Punjab National Bank, Indusind Bank and HDFC Bank
369REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
52 Segment Reporting :
OperatingsegmentsaredefinedascomponentsofanenterpriseforwhichdiscretefinancialinformationisavailablethatisevaluatedregularlybytheChiefOperatingDecision
Maker,indecidinghowtoallocateresourcesandassessingperformance.Operatingsegmentsarereportedinamannerconsistentwiththeinternalfinancialreportingprovidedto
thechiefoperatingdecisionmaker.BasedonthemanagementapproachasdefinedinIndAS108,theChiefOperatingDecisionMakerevaluatestheCompany’sperformancebased
on only one segment i.e. Manufacturing of maize starch and its derivatives.
(i) The geographical information considered for disclosure are - India and Overseas
Particulars Revenue from Operations
For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
India 8,325.38 5 ,477.69 4 ,414.78
Overseas 654.84 4 28.94 3 34.56
Total 8 ,980.22 5 ,906.63 4 ,749.34
(ii) Information about major customers
TheCompanyderivesmorethan10%ofitsrevenuefromaSingleCustomeroutofexternalcustomersattheendofthebelowmentionedyear.(March31,2025:-Nil),(March31,
2024 : Nil )( March 31, 2023 : 14.36%)
53Explanation of transition to Ind AS:
A. Basis of Preparation
TheCompanypreviouslyhadpreparedfinancialstatementsinaccordancewiththeaccountingstandardsspecifiedunderthesection133oftheActreadtogetherwiththe
Companies(AccountingStandards)Rules,2006(asamended)andotherrelevantprovisionsoftheAct(IndianGAAPorpreviousGAAPorIGAAP)whiletheCompanyhas
voluntarilyadoptedIndASaccountingstandardsasspecifiedundersection133oftheActreadtogetherwiththeCompanies(IndianAccountingStandards)Rules,2015and
Companies(IndianAccountingStandards)(Amendment)Rules,2016asamendedfromtimetotimealongwiththerulesthereoforanyotherapplicablerulesorrelated
requirementsundertheActfromthebeginningoffinancialyear2022-23andaccordinglyIndAStransitiondateisApril01,2021.Accordingly,theCompanyhaspreparedit'sfirst
financial statements in accordance with Ind AS for the financial year 2022-23
InpreparingitsopeningIndASbalancesheetasonApril01,2021,theCompanyhasadjustedamountsreportedpreviouslyinthefinancialstatementspreparedinaccordancewith
theIndianGAAP.AnexplanationofhowthetransitionfromIndianGAAPtoIndAShasaffectedtheCompany'sfinancialposition,financialperformanceandcashflowsissetout
in the following tables and the notes that accompany the tables and notes:
B. Exemption and exception applied
In preparing these financial statements, the Company has applied the below optional exemptions and mandatory exceptions in line with principles of Ind AS 101.
Optional exemptions
I. Property, Plant and Equipment (PPE)
Ind AS 101 provides the below options with respect to the items of PPE:
• Carry forward the previous GAAP carrying values as at the transition date as "deemed cost" under Ind AS, provided there is no change in functional currency.
• Fair value the items of PPE as at the transition date and use this as the "deemed cost" under Ind AS.
• Restate the carrying values of PPE retrospectively as at the transition date based on Ind AS 16.
The above options are available for intangible assets and investment property as well except fair value option not permitted for investment property.
TheCompanyhasoptedtomeasureFreeholdLandatfairvalueasatthetransitiondateandhasrestatedthecarryingvaluesofotheritemsofPPEretrospectivelyasatthe
transition date based on Ind AS 16.
C. Mandatory exceptions
Below are the key mandatory exceptions used in preparation of these financial statements:
I. Estimates
UnderIndAS101,anentity'sestimatesinaccordancewithIndASat'thedateoftransitiontoIndAS'or'theendofthecomparativeperiodpresentedintheentity'sfirstIndAS
financialstatements',asthecasemaybe,shouldbeconsistentwithestimatesmadeforthesamedateinaccordancewithpreviousGAAPunlessthereisobjectiveevidencethat
those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies.
TheCompany'sIndASestimatesasonthetransitiondateareconsistentwiththeestimatesmadeunderpreviousGAAPasonthisdate.Keyestimatesconsideredinpreparationof
these financial statements that were not required under the previous GAAP are listed below:
• Fair valuation of financial instruments carried at FVTPL.
• Impairment of financial assets based on the expected credit loss model.
• Determination of the discounted value for financial instruments carried at amortized cost.
II. De-recognition of financial assets and liabilities
AsperparaB2ofIndAS101,anentityshouldapplythederecognitionrequirementsinIndAS109,"FinancialInstruments",prospectivelyfortransactionsoccurringonorafterthe
dateoftransitiontoIndAS.However,paraB3givesanoptiontotheentitytoapplythederecognitionrequirementsfromadateofitschoiceiftheinformationrequiredtoapply
IndAS109tofinancialassetsandfinancialliabilitiesderecognizedasaresultofpasttransactionswasobtainedattheinitiallyaccountingforthosetransactions.Thecompanyhas
elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.
III. Classification and measurement of financial assets
Ind AS 101 provides exemptions to certain classification and measurement requirements of financial assets under Ind AS 109, where these are impracticable to implement.
Classification and measurement is done on the basis of facts and circumstances existing as on the transition date.
Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the transition date.
370REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
D. Reconciliation of Equity as on April 01, 2021
Prior Period Effect of
Foot Note Amount as per Amount as per
Particulars Adjustments transition to Ind
Reference IGAAP* Ind AS
(refer note 53.8) AS
ASSETS
Non-current assets
(a) Property, plant and equipment 53.1 & 53.2 854.21 - 78.40 932.61
(b) Right of use assets 53.3 - - 15.14 15.14
(c) Capital work in progress 53.2 233.63 8.30 (4.94) 236.99
(d) Intangible assets 0.22 - - 0.22
(e) Financial assets
(i) Investments 53.4 - - 1.93 1.93
(ii) Other Financial Asset 2.02 3.87 - 5.89
(f) Other Non Current assets 140.84 - - 140.84
Total non-current assets 1230.92 12.17 90.53 1333.62
Current assets
(a) Inventories 218.05 15.86 - 233.91
(b) Financial assets
(i) Trade receivables 53.5 369.99 - (6.15) 363.84
(ii) Cash and cash equivalents 1.26 - - 1.26
(iv) Other Financial Asset 38.32 ( 2.40) - 35.92
(c) Current tax assets 0.00 - 0.52 0.52
(d) Other Current Assets 90.74 ( 7.62) - 83.12
Total Current assets 718.36 5.84 (5.63) 718.57
Total Assets 1949.28 18.01 84.90 2052.19
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 91.50 - - 91.50
(b) Other equity 499.82 18.01 74.66 592.49
Total Equity 591.32 18.01 74.66 683.99
Liabilities
Non-current Liabilities
(a) Financial liabilities
(i) Borrowings 53.2 902.71 - (7.74) 894.97
(ii) Lease liabilities 53.3 - - 9.89 9.89
(b) Provisions 3.90 - 0.70 4.60
(c) Deferred tax liabilities (net) 53.6 53.30 - (2.13) 51.17
Total non-current liabilities 959.91 - 0.72 960.63
Current Liabilities
(a) Financial liabilities
(i) Borrowings 189.41 - - 189.41
(ii) Lease liabilities 53.3 - - 8.99 8.99
(iii) Trade payables - - - -
- total outstanding dues of micro enterprises and small 2.52 - - 2.52
enterprises
- total outstanding dues of creditors other than micro 138.06 - - 138.06
enterprises and small enterprises
(iv) Other Financial Liabilities 27.04 - - 27.04
(b) Other current liabilities 23.61 - - 23.61
(c) Provisions 0.13 - 0.01 0.14
(d) Current Tax Liability (Net) 17.28 - 0.52 17.80
Total current liabilities 398.05 - 9.52 407.57
Total liabilities 1357.96 - 10.24 1368.20
Total equity and liabilities 1949.28 18.01 84.90 2052.19
*The previous GAAP figures have been reclassified to confirm Ind AS presentation requirement for the purpose of this note.
E. Reconciliation of Equity as on March 31, 2022
Error Effect of
Foot Note Amount as per Amount as per
Particulars Adjustments transition to Ind
Reference IGAAP* Ind AS
(refer note 53.8) AS
ASSETS
Non-current assets
(a) Property, plant and equipment 53.1 & 53.2 1440.10 18.36 74.34 1532.80
(b) Right of use assets 53.3 - - 7.57 7.57
(c) Capital work in progress 53.2 105.10 - - 105.10
(d) Intangible assets 0.27 - - 0.27
(e) Financial assets
(i) Investments 53.4 - - 4.22 4.22
(ii) Other Financial Asset 15.98 3.87 - 19.85
(f) Other Non Current assets 85.65 - - 85.65
Total non-current assets 1647.10 22.23 86.13 1755.46
Current assets
(a) Inventories 514.14 10.74 - 524.88
(b) Financial assets
(i) Trade receivables 53.5 345.49 - (0.11) 345.38
(ii) Cash and cash equivalents 0.85 - - 0.85
(iv) Other Financial Asset 51.94 1.14 - 53.08
(c) Current tax assets - - 0.52 0.52
(d) Other Current Assets 96.91 (10.84) - 86.07
Total Current assets 1009.33 1.04 0.41 1010.78
Total Assets 2656.43 23.27 86.54 2766.24
371REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
Error Effect of
Foot Note Amount as per Amount as per
Particulars Adjustments transition to Ind
Reference IGAAP* Ind AS
(refer note 53.8) AS
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 91.50 - - 91.50
(b) Other equity 752.99 20.52 80.34 853.85
Total Equity 844.49 20.52 80.34 945.35
Liabilities
Non-current Liabilities
(a) Financial liabilities
(i) Borrowings 53.2 1100.15 - (6.52) 1093.63
(ii) Lease liabilities 53.3 - - - -
(b) Provisions 6.51 - 2.47 8.98
(c) Deferred tax liabilities (net) 53.6 65.23 - (0.20) 65.03
Total non-current liabilities 1171.89 - (4.25) 1167.64
Current Liabilities
(a) Financial liabilities
(i) Borrowings 341.29 - - 341.29
(ii) Lease liabilities 53.3 - - 9.89 9.89
(iii) Trade payables
- total outstanding dues of micro enterprises and small 0.68 - - 0.68
enterprises
- total outstanding dues of creditors other than micro 161.51 - - 161.51
enterprises and small enterprises
(iv) Other Financial Liabilities 44.97 - - 44.97
(b) Other current liabilities 34.34 - - 34.34
(c) Provisions 0.25 - 0.04 0.29
(d) Current Tax Liability (Net) 57.01 2.75 0.52 60.28
Total current liabilities 640.05 2.75 10.45 653.25
Total liabilities 1811.94 2.75 6.20 1820.89
Total equity and liabilities 2656.43 23.27 86.54 2766.24
*The previous GAAP figures have been reclassified to confirm Ind AS presentation requirement for the purpose of this note.
F. Reconciliation of Total Comprehensive Income for the year ended March 31, 2022
Error Effect of
Foot Note Amount as per Amount as per
Particulars Adjustments transition to Ind
Reference IGAAP* Ind AS
(refer note 53.8) AS
Income:
Revenue from operations 3795.04 3.53 - 3798.57
Other income 53.4 4.90 - 0.28 5.18
Total income 3799.94 3.53 0.28 3803.75
Expenses:
Cost of materials consumed 2259.07 - - 2259.07
Purchase of Stock in Trade 199.16 - - 199.16
Changes in inventories of finished goods and Stock in trade 12.94 - - 12.94
Employee benefits expense 53.7 123.23 - 2.05 125.28
Finance costs 53.2 & 53.3 77.42 (7.33) 1.87 71.96
Depreciation and amortisation expense 53.2 & 53.3 38.51 - 7.45 45.96
Other expenses 53.3 & 53.4 & 53.5 750.26 8.35 (18.44) 740.17
Total expenses 3460.59 1.02 -7.07 3454.54
Profit before tax 339.35 2.51 7.35 349.21
Tax expense:
-Current tax 74.23 - - 74.23
-Deferred tax 53.6 11.95 - 1.86 13.81
Total Tax Expense 86.18 0.00 1.86 88.04
Profit for the year 253.17 2.51 5.49 261.17
Other comprehensive income/(loss) for the year
Item that will not be subsequently reclassified to profit or loss
(a) Re-measurement gains/(losses) on defined benefit obligations 53.7 - - 0.25 0.25
(b) Income tax effect on above 53.6 - - (0.06) (0.06)
Total other comprehensive income/(loss), net of tax 0.00 0.00 0.19 0.19
Total comprehensive income for the year 253.17 2.51 5.68 261.36
*The previous GAAP figures have been reclassified to confirm Ind AS presentation requirement for the purpose of this note.
372REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
G. Statement of reconciliation of Profit/ Other Equity as on March 31, 2022 and April 01, 2021
Foot Note As on 31st March, As on 1st April,
Particulars
Reference 2022 2021
Other Equity as per previous GAAP (A) 752.99 499.82
Prior Period Error Adjustments 20.52 18.01
Other Equity as per previous GAAP (B) 773.51 517.83
Ind AS Adjustments
Impact due to Fair Valuation of Land 53.1 80.98 80.98
Impact due application of effective interest on Borrowing Cost 53.2 (0.12) 0.23
Impact due to Right-of-use Asset Accounting 53.3 (2.32) (3.74)
Impact due to fair valuation of Investments 53.4 4.22 1.93
Impact due to application of ECL Model on Trade Receivables 53.5 (0.11) (6.15)
Impact due to Others adjustments (2.52) (0.72)
Impact due to Deferred Tax on Ind AS adjustments 53.6 0.21 2.13
Impact of Total Adjustments (C) 80.34 74.66
Other Equity as per Ind AS (D ) = (B) + (C) 853.85 592.49
53.1Fair Valuation of Land
TheCompanyhasconsideredfairvalueofproperty,vizlandadmeasuringover21.54acres,situatedinIndia,asitsdeemedcostonthetransitiondatewithimpactofRs.80.98
Millions in accordance with Ind AS 101 with the resultant impact being accounted for in the retained earnings.
53.2Application of effective interest on Borrowing Cost
UnderpreviousGAAP,thetransactioncostsonborrowingwerechargedofftostatementofprofitandlossorcapitalizedwiththequalifyingassetaspertheapplicationofthe
correspondingborrowings.IndAS109requirestransactioncostsincurredtowardsoriginationofborrowingstobedeductedfromthecarryingamountofborrowingsoninitial
recognition.Thesecostsarerecognisedinthestatementofprofitandlossoverthetenureoftheborrowingaspartoftheinterestexpensebyapplyingtheeffectiveinterestrate
method.
53.3Right-of-use Asset Accounting
UnderpreviousGAAP,theleasepaymentswerechargedoffasanoperatingexpenseonastraightlinebasisoverthetermoftheleasetostatementofprofitandloss.IndAS116
requirestheCompanytorecognisearight-of-useasset(“ROU”)andacorrespondingleaseliabilityforallleasearrangementsinwhichitisalessee,exceptforleaseswithatermof
twelvemonthsorless(shorttermleases)andleasesoflowvalueassets.Fortheshorttermandleasesoflowvalueassets,theCompanyrecognisestheleasepaymentsasan
operating expense on a straight line basis over the term of the lease.
53.4Fair valuation of Investments
UnderpreviousGAAP,paymentmadetowardskeymaninsurancepolicywerechargedasinsuranceexpensestostatementofprofitandloss.IndAS109requirestorecognise
Financial Asset if it meets the definition of Financial Asset and initially measured at Fair Value.
53.5Application of ECL Model on Trade Receivables
UnderpreviousGAAP,theCompanyhadcreatedprovisionfordoubtfuldebtsbasedonspecificamountforincurredlosses.UnderIndAS,theallowancefordoubtfuldebtshas
been determined based on expected credit loss model.
53.6Deferred Tax
UnderpreviousGAAP,DeferredTaxeswererecognisedbasedonProfit&Lossapproachi.e.taximpactondifferencebetweentheaccountingincomeandtaxableincome.Under
IndAS,DeferredTaxisrecognisedbyfollowingBalanceSheetapproachi.e.taximpactontemporarydifferencebetweenthecarryingvalueofassetsandliabilitiesinthebooksand
their respective tax base.
53.7Remeasurements of post-employment benefit obligations
UnderthepreviousGAAP,theseremeasurementswereformingpartoftheprofitorlossfortheyear.UnderIndAS,remeasurementsi.e.actuarialgainsandlossesonthenet
defined benefit liability are recognised in other comprehensive income instead of profit or loss.
53.8Prior period Adjustments
Prior period errors, on account of the following errors, pertaining to the period prior to 1st April, 2021 have been adjusted with opening equity as on 1st April, 2021 and opening
balances of respective assets/liabilities have been reinstated and for errors pertaining to financial year 2021-22 have been adjusted against the relevant heads, as stated in the above
reconciliation, in terms of Ind AS -8, “Accounting Policies, Changes in Accounting Estimates and Errors”.
i Measurment and recording of Stores and Spares inventory.
ii Revenue recognition for export benefits and GST reimbursment subsidy on accrual basis.
iii Irrecoverable Cess written off.
iv Adjustment on account of income tax.
v Capitalisation of Finance cost.
vi Reinstatement of Security deposit written off.
373REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
54 Ratio Analysis
Ratio
Particulars March 31, 2025 March 31, 2024 March 31, 2023 % change from % change from
March 31, 2024 March 31, 2023
to March 31, to March, 2024
2025
Current ratio 1 .32 1.30 1.08 1.54% 20.37%
Debt- Equity Ratio 2 .10 2.69 1.76 (21.93%) 52.84%
Debt Service Coverage ratio 1 .62 0.88 1.85 84.09% (52.43%)
Return on Equity ratio 25.21% 17.91% 16.19% 38.89% 12.50%
Inventory Turnover ratio 1 0.43 13.70 11.76 (23.87%) 16.50%
Trade Receivable Turnover Ratio 6 .94 6.04 9.17 14.90% (34.13%)
Trade Payable Turnover Ratio 1 6.34 11.55 11.69 41.47% (1.20%)
Net Capital Turnover Ratio 1 2.57 18.76 21.67 (33.00%) (13.43%)
Net Profit ratio 5.21% 3.69% 3.43% 25.00% 33.33%
Return on Capital Employed 13.08% 9.53% 10.62% 30.00% (9.09%)
Return on Investment *
Reasons for variance of more than 25% in above ratios
% change from March 31, 2024 to March 31, 2025
Change in Debt service coverage ratio as compared to the preceding year is due to increase in earning before interest and taxes
Change in Debt Return on equity ratio as compared to the preceding year is due to increase in Profit after tax
Change in Trade Payables Turnover Ratio as compared to the preceding year is due to increased turnover
Change in Net Capital Turnover Ratio as compared to the preceding year is due to increase in turnover
Change in Net profit Ratio as compared to the preceding year is due to increase in turnover
Change in Return on Capital Employed as compared to the preceding year is due to increase in Earning before interest and taxes and net worth of the Company
% change from March 31, 2023 to March 31, 2024
Change in Debt- Equity Ratio as compared to the preceding year is due to fresh issue of shares and improvement in other equity.
Change in Debt service coverage ratio as compared to the preceding year is due to increase in Borrowings.
Change in Trade Receivable Turnover Ratio as compared to the preceding year is due to increased turnover
Change in Net profit Ratio as compared to the preceding year is due to Improved Operating Margin.
Elements of Ratio
Ratios Numerator Denominator March 31, 2025 March 31, 2024 March 31, 2023
Numerator Denominator Numerator Denominator Numerator Denominator
Current Ratio Current Assets Current Liabilities 3,781.28 2,871.49 2,352.94 1 ,806.17 1,246.70 1,153.79
Debt- Equity Ratio Debt (Borrowing) + lease Liabilities Total Equity 5,118.69 2,435.08 3,624.17 1 ,347.07 1,975.72 1,125.09
Debt Service Coverage ratio Earnings before interest, depreciation and Interest & Lease Payments + 1 ,152.05 7 11.49 574.19 6 53.52 413.92 223.60
taxes (Profit Before Tax + Finance cost + Principal Repayments
Depreciation)
Return on Equity ratio Profit for the year Average Equity 476.68 1,891.08 2 21.42 1 ,236.08 167.58 1,035.22
Inventory Turnover ratio Revenue from operations Average Inventory 9,151.61 8 77.12 6,000.23 4 37.95 4,879.55 415.00
Trade Receivable Turnover Ratio Revenue from operations Average Trade Receivable 9,151.61 1,318.04 6,000.23 9 93.36 4,879.55 532.38
Trade Payable Turnover Ratio Net Purchases Average Trade Payable 8,391.23 5 13.55 5,510.44 4 77.13 3,329.06 284.71
Net Capital Turnover Ratio Revenue from operations Average Working Capital 9,151.61 7 28.28 6,000.23 3 19.84 4,879.55 225.22
Net Profit ratio Profit for the year Revenue from operations 476.68 9,151.61 2 21.42 6 ,000.23 167.58 4,879.55
Return on Capital Employed Earnings before interest and taxes (Profit Tangible Net Worth + Total 1 ,011.49 7,735.86 4 85.92 5 ,098.21 338.39 3,186.08
Before Tax + Finance cost) Debt + Deferred Tax
Liability+lease liabilities
Return on Investment *
* Not Relevant as the company does not have material investments
374REGAAL RESOURCES LIMITED (FORMERLY KNOWN AS REGAAL RESOURCES PRIVATE LIMITED)
CIN:U15100WB2012PLC171600
Notes to Restated Financial Information
(All amounts are in INR Million, unless otherwise stated)
55 TheCompanyhasnotcompliedwiththeprovisionsofsection149,177and178oftheactwithrespecttoappointmentofIndependentDirectors,constitutionofauditcommitteandremuneration
committeeduringtheyearendedMarch31,2023.However,thesamehasbeencomplied withbythecompanysubsequentlyonappointmentofrequisitenumberofIndependentDirectorson
April 10, 2023 and constitution of the committes with effect from May 23, 2023 and July 17, 2023.
56 Other Statutory Disclosure
56.1 NoproceedingshavebeeninitiatedonorarependingagainstthecompanyforholdinganybenamipropertyunderBenamiTransactions(Prohibitions)Act,1988(45of1988)andtherulesmade
there under.
56.2 The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
56.3 There has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
56.4 The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
56.5 TheCompanydoesnothaveanyundisclosedincomewhichisnotrecordedinthebooksofaccountthathasbeensurrenderedordisclosedasincomeduringthepreviousyearinthetax
assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
56.6 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.
Thecompanyhasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding(whetherrecordedinwritingorotherwise)thatthe
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 Beneficiary.
56.7 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
56.8 TheCompanyhasnotmadeanyloansoradvancesinthenatureofloansto promoters, directors,KMPs and the related parties (as definedunderCompaniesAct,2013),eitherseverallyor
jointly with any other person.
In terms of our report attached of the even date
For Singhi & Co.
Chartered Accountants For and on behalf of the Board of Directors
ICAI Firm registration number: 302049E Regaal Resources Limited
Anil Kishorepuria Karan Kishorepuria
Giridhari Lal Choudhary Chairman & Managing Director Whole Time Director
Partner (Membership No.052112) DIN - 00724382 DIN - 09228702
Place: Kolkata Saikat Chatterjee Tinku Kumar Gupta
Date: July 24, 2025 Chief Financial Officer Company Secretary & Compliance Officer
PAN: AFHPC3834Q Membership No.- A55353
375OTHER FINANCIAL INFORMATION
Accounting ratios derived from the Restated Financial Information
The accounting ratios derived from Restated Financial Information required to be disclosed under the SEBI ICDR
Regulations are set forth below. The table below should be read in conjunction with the sections titled “Risk Factors”,
“Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, on pages 36, 315 and 382, respectively:
(₹ in million unless otherwise stated)
Particulars As at and for the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Profit/ (loss) after tax for the year(1) 476.68 221.42 167.58
Basic earnings per share(2) (in ₹) 6.05 2.89 2.20
Diluted earnings per share(3) (in ₹) 6.03 2.89 2.20
Return on net worth(4) (%) 20.25 17.49 16.05
Net asset value per Equity Share (in ₹)(5) 28.66 16.51 13.62
EBITDA(6) 1,127.90 563.65 406.73
Notes:
1. Profit / (Loss) after tax for the period/ year means the restated profit / (loss) for the year after tax as per the Restated Financial
Information;
2. In accordance with Ind AS 33, Basic earnings per share is calculated by dividing the restated profit or loss for the year
attributable to equity shareholders of our Company by the weighted average number of Equity Shares outstanding during the
year.
3. Diluted earnings is calculated by dividing the restated profit/(loss) for the year attributable to equity shareholders of our
Company by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all
dilutive potential Equity Shares during the year;
The Basic and Diluted Earnings per Share is calculated after giving effect of bonus and split.
4. Return on net worth is calculated as restated profit/(loss) for the year divided by net worth. Net Worth is 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 / fair value gain
of Freehold land on transition to Ind AS of ₹ 80.98 million, and write back of depreciation and amalgamation, in accordance
with Regulation 2(1)(hh) of the SEBI ICDR Regulations;
5. Net Asset Value per share is calculated as Net Worth as of the end of relevant year divided by the number of equity shares
outstanding at the end of the year. The Net Asset Value per share disclosed above is after considering the impact of bonus and
subdivision of equity shares;
6. EBITDA is calculated as profit / (loss) before tax plus finance costs, depreciation and amortisation expense and less other
income.
In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company as at and for Fiscal
2025, Fiscal 2024, and Fiscal 2023 (collectively, the “Audited Financial Statements”) are available on our website at
https://regaalresources.com/.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Standalone Financial Statements and reports thereon do not constitute, (i) a part of this Red
Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering
memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any
securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere.
The Audited Financial Statements and reports thereon should not be considered as part of information that any investor
should consider subscribing for or purchase any securities of our Company or any entity in which our Shareholders
have significant influence and should not be relied upon or used as a basis for any investment decision. None of the
entities specified above, nor any of their advisors, nor the BRLMs, nor the 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 Standalone Financial Statements, or
the opinions expressed therein.
376Reconciliation of non-GAAP measures
Reconciliation for the following non-GAAP financial measures included in this section, is set out below:
Reconciliation of Restated Profit for the year to EBITDA and EBITDA Margin
The table below reconciles profit for the period to EBITDA. EBITDA is calculated as profit for the period minus other
income plus finance costs, depreciation and amortization expense and total tax expense, while EBITDA Margin is
calculated as EBITDA divided by revenue from operations.
(₹ in million, unless otherwise stated)
Particulars As at/ for the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Profit for the period (I) 476.68 221.42 167.58
Other income (II) 24.15 10.54 7.19
Finance costs (III) 373.50 194.65 112.45
Depreciation and amortisation expense (IV) 140.56 88.27 75.53
Total tax expense (V) 161.31 69.85 58.36
EBITDA (VI = I-II+III+IV+V) 1,127.90 563.65 406.73
Revenue from operations (VII) 9,151.61 6,000.23 4,879.55
EBITDA Margin (%) (VIII) = (VI/VII) 12.32 9.39 8.34
Reconciliation of net worth to net asset value per equity share
Net Asset Value per equity share is calculated as Net Worth as of the end of relevant year divided by the number of
equity shares outstanding at the end of the year. The Net Asset Value per share disclosed above is after considering
the impact of bonus and subdivision of equity shares.
Particulars As at and for the financial year ended
March 31, 2025 March 31, March 31,
2024 2023
Net Worth (I) (₹ million) 2,354.10 1,266.09 1,044.11
Number of equity shares outstanding at the end of the 8,21,35,940 7,66,81,400 7,66,81,400
year (II)
Net Asset Value per equity share (III) = (I/II) (₹ per 28.66 16.51 13.62
share)
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 Fiscal 2025, Fiscal 2024, and Fiscal 2023, read with the SEBI ICDR
Regulations, and as reported in the Restated Financial Information, see ‘Restated Financial Information – Note 46 -
Related party Disclosure’ on page 364.
377FINANCIAL INDEBTEDNESS
Our Company avails loans in the ordinary course of its business for the purposes of working capital and other business
requirements. For details of the borrowing powers of our Board, see ‘Our Management – Borrowing Powers of Board’
on page 292.
Our Company has obtained the necessary consents required under the loan agreements entered into in connection with
and for undertaking activities in relation to the Offer, including effecting a change in our capital structure, change in
our shareholding pattern, change in our constitutional documents including amending the Memorandum of
Association and Articles of Association of our Company, change in the management or board composition, as
applicable.
The following table sets forth the details of our aggregate outstanding borrowings as on June 30, 2025
(₹ in million)
Category of Borrowing Sanctioned Amount
Amount outstanding as
on June 30, 2025
Secured
Fund based borrowings
Term Loan Facility 4,982.90 3,782.89
Vehicle Loan 12.10 6.71
Cash Credit and Working Capital Demand Loan^ 2,270.00 1,821.93
Total fund based borrowings (A) 7,265.00 5,611.53
Non fund based borrowings
Derivative 49.60 -
Forward Cover Limit 20.00 -
Total Non-Fund Based Borrowings (B) 69.60 -
Unsecured
From Related parties and body Corporate 1,400.00 -
Total unsecured borrowings (C) 1,400.00 -
Total borrowings (A + B +C) 8,734.60 5,611.53
^ Interchangeability of sanctioned amount between cash credit and working capital demand loan and loan equivalent risk facility
amounting to ₹ 30.00 million
As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
Principal terms of the borrowings availed by our Company:
1. Interest: The interest rates of the borrowings availed by Company range between 7.70% and 11.00% per annum.
2. Penal Interest: In terms of certain borrowings availed by the Company, the penal interest charged by the lenders
may range between 1 % and 2% over and above the interest rate for all over dues and delays of any monies
payable (both principal and interest).
3. Repayment and Tenor: The repayment period for the loans availed by the Company range between 1 to 8 years
and the Company is required to repay the borrowings availed in accordance with the repayment schedule
stipulated in the relevant loan documentation.
4. Key Covenants: In terms of borrowing arrangements, we are required to:
i. inform on happening of any material event likely to have substantial effect on our production, profits,
operations, etc including any action taken by any creditor, government authority against us;
ii. take prior consent of the lenders to enter into any scheme of merger, demerger, amalgamation, compromise
or reconstruction;
378iii. take prior consent before any change in its ownership or control or constitution or shareholding or the
management or majority of directors, managing partners, promoter directors or partners;
iv. take prior consent before declaration of any dividend on its share capital if it fails to meet its obligations to
pay interest and/or instalments due to the Lender as long as it is in such default;
v. take prior consent before disposing all or any part of its assets or make any acquisition or investment except
where made in the ordinary course of business;
vi. take prior consent before making any changes to the general nature of its business;
vii. take prior consent before acquisition of fixed assets (excluding routine capital expenditure);
viii. take prior consent before making investment by way of share capital in or lend or advance funds to or place
deposits with any other company, firm or person save as required in the normal course of business;
ix. take prior consent before repayment of unsecured loans brought in by the promoters/ directors/ principal
shareholders/ friends and relatives;
x. take prior consent before making any change to/in its constitutional documents.
5. Event of default: The borrowing arrangements entered into by our Company prescribe events of default which
includes:
i. Payment default;
ii. Misleading information and representation;
iii. Our Company ceases to carry on operations/ prolonged strike / lock outs except for force majeure situations
beyond its control;
iv. Security in jeopardy;
v. Illegality;
vi. Litigation likely to have adverse effect;
vii. Our Company is in default to the Bank on this or any other facility, or is in default to any other bank or
financial institution.
viii. Cross Defaults with other Facilities or under any of the debt agreements of our Company;
This is an indicative list and there may be additional terms that may amount to an event of default under the various
borrowing arrangements entered into by our Company.
6. Consequences of occurrence of events of default: In terms of the facility agreements and sanction letters, the
following, among others, are the consequences of occurrence of events of default, the lenders may:
i. Lenders will have an unqualified right to disclose or publish the name of the Borrower and its directors as
defaulter in such manner and through such medium as they might think fit.
ii. enforce the security;
iii. impose of penal interest over and above the contracted rate on the amount in default;
iv. cancel the undrawn commitments under the Facility;
379v. enforce the Security;
vi. exercise any other rights under the Transaction Documents/ applicable law.
This is an indicative list and there may be such other additional terms under the various borrowing arrangements
entered into by our Company.
Details of security in relation to the credit facilities of our Company
Securities in relation to the credit facilities of our Company includes (i) pari-pasu charge of (a) Manufacturing Facility;
(b) building, plant & machinery; and (c) other movable and immovable fixed assets of our Company (both present
and future); (ii) first charge by way of hypothecation on all current assets of our Company (both present and future)
on pari-passu basis; (iii) equitable/registered mortgage of commercial properties belonging to Jiwan Sagar Towers
Private Limited on pari-passu basis; (iv) mortgage of property at Siliguri City Center, Matigara, Siliguri, Dist-
Darjeeling, West Bengal in the name of our Company; (v) pari-pasu charge and equitable mortgage of Manufacturing
Facility our Company; and (vi) corporate guarantee of Jiwansagar Towers Private Limited; (vii) first and exclusive
charge by way of mortgage on commercial space in property in the name of Jiwansagar Towers Private Limited; (viii)
First and exclusive charge by way of mortgage on commercial space in name of Sriyash Infrastructure LLP; and (ix)
personal guarantee of Anil Kishorepuria, one of the Promoters and Chairman and Managing Director of our Company
and Shruti Kishorepuria, one of the Promoters and Chief People Officer of our Company. For details, see ‘Restated
Financial Statement – Note 19.1 Terms of repayment and nature of security - a. Secured Term Loan from Banks’ at
page 351.
380CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at March 31, 2025 based on our Restated Financial
Information, and as adjusted for the proposed Offer. This table should be read in conjunction with ‘Risk Factors’,
‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’, ‘Restated Financial
Information’ on pages 36, 382 and 315, respectively.
(₹ in million, except ratios)
Particulars Pre-Offer as at As adjusted for
March 31, the proposed
20 25(1) Offer as at [●]#
Borrowings:
Current borrowings (A) 2,027.01 [●]
Non-current borrowings (including current maturity) (B) 3,043.47 [●]
Total Borrowings (C)= (A)+(B) (C ) 5,070.48 [●]
Shareholders' funds:
Equity Share capital (D) 410.68 [●]
Other equity (E) 2,024.40 [●]
Total Equity (F) 2,435.08 [●]
Ratio: Total Borrowings/ Total Equity (C)/(F) 2.08 [●]
The above terms carry the meaning as per division II of Schedule III to the Companies Act, 2013 (as amended)
# The corresponding post-Offer capitalisation data for each of the amounts given in the above table is not determinable at this
stage and is pending the completion of the Book Building Process and accordingly have not been provided in the above statement.
Post Offer capitalisation will be determined after finalization of Offer Price.
Notes:
1. The above table has been computed on the basis of the Restated Financial Information.
.
381MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey the management’s perspective on our financial condition and results
of operations for Fiscal 2025, Fiscal 2024, and Fiscal 2023 and should be read in conjunction with ‘Restated
Financial Information’ on page 315. This 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 Red Herring Prospectus. For further information, see ‘Forward-Looking Statements’ on page 34.
The following discussions on our financial condition should be read in conjunction with ‘Risk Factors’ and ‘Our
Business’, on pages 36 and 238, respectively.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and
references to a particular financial year or a ‘Fiscal’ are to the 12 months ended March 31 of that particular year.
Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024,
and Fiscal 2023 included herein is derived from the Restated Financial Information, included in this Red Herring
Prospectus. For further information, see ‘Restated Financial Information’ on page 315. Ind AS differs in certain
respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors
may be familiar. Also see ‘Risk Factor - Significant differences exist between Ind AS and other accounting principles,
such as U.S. GAAP and IFRS, which may be material to the Restated Financial Information prepared and presented
in accordance with SEBI ICDR Regulations contained in this Red Herring Prospectus’ on page 72.
We have, in this 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 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 or 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 Financial Information
and other information relating to our business and operations included in this Red Herring Prospectus.
Unless otherwise indicated, industry and market data used in this section has been derived from the F&S Report. A
copy of the F&S Report is available at https://regaalresources.com/industry-report/. Unless otherwise indicated, all
industry and other related information derived from the F&S Report and included herein with respect to any particular
year refers to such information for the relevant calendar year. See ‘Certain Conventions, Use of Financial Information
and Market Data and Currency of Presentation – Industry and Market Data’ and ‘Risk Factors – This Red Herring
Prospectus contains information from an industry report prepared by F&S which we have commissioned and paid
for.’ on pages 31 and 66, respectively.
Overview
According to F&S Report, we are one of the largest manufacturers of maize based specialty products in India, in terms
of crushing capacity, with a total installed crushing capacity of 750 tonnes per day (TPD). We manufacture:
(i) Native maize starch and modified starch - a plant-based natural starch that is produced from maize;
(ii) Co-products - includes gluten, germ, enriched fiber and fiber; and
(iii) Value added products - food grade starches such as maize flour, icing sugar, custard powder and baking
powder.
Our Company is headquartered in Kolkata and our manufacturing plant with zero liquid discharge (ZLD) maize
milling plant (Manufacturing Facility) spread across 54.03 acres is located in Kishanganj, Bihar. According to F&S,
we have strategically situated our plant in Bihar since it is one of India's major hubs for maize cultivation. According
to F&S Report, we are the first maize milling company to have established its plant in Kishanganj district of Bihar
which is the maize catchment area and has a bumper harvest in Rabi season (i.e. an increase of in maize production
382from 91,680 MT in Fiscal 2023 to 417,511 MT in Fiscal 2024) which ensures smooth supply of maize during the
season. The strategic location of our Manufacturing Facility is heightened by the proximity to our market for the sale
of our products i.e., the East and North India, and according to F&S Report, our key export markets i.e. Nepal and
Bangladesh – the Nepal and Bangladesh borders are only 24 kms and 235 kms by road from our Manufacturing
Facility.
We cater to domestic and international customers across diverse industries including food products, paper, animal
feed, and adhesives. Our business model is structured around catering to 3 broad segments of customers viz.,
(i) Manufacturers of end products;
(ii) Manufacturers of intermediate products; and
(iii) Distributors / Wholesale traders.
Some of our more prominent customers include Emami Paper Mills Limited, Manioca Food Products Private Limited,
Century Pulp & Paper, Kush Proteins Private Limited, Shri Guru Oil Industries, Mayank Cattle Food Limited, Aarnav
Sales Corporation, AMV Sales Corporation, Eco Tech Papers, Genus Paper Board Private Limited, Krishna Tissues
Private Limited, Maruti Papers Private Limited, and M/s Vasu and Sons.
Set out are details of our top 3, 5 and 10 customers, based on our Restated Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in % of Amount (in % of Amount (in % of
₹ million) Contract ₹ million) Contract ₹ million) Contract
Price* Price* Price*
Top 3 customers 1,522.06 16.80 1,238.45 20.71 1,389.63 28.87
Top 5 customers 2,468.82 27.26 1,913.95 32.00 1,902.19 39.51
Top 10 customers 4,117.38 45.46 3,009.27 50.32 2,653.10 55.11
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
We commenced our operations in 2018 with an installed capacity of 180 TPD. We have over the years augmented our
operations and undertaken multiple capacity expansions. In Fiscal 2025, we increased our capacity further with the
installation of a starch dryer. As on May 31, 2025, our installed crushing capacity was 750 TPD.
Our Manufacturing Facility also comprises large warehouses and 4 humidity-controlled storage silos of 10,000 MT
each for storage of maize. As on May 31, 2025, we had an aggregate storage capacity of 65,000 tonnes of maize.
According to F&S Report, our Manufacturing Facility is one of the few maize wet milling facilities with a Zero Liquid
Discharge (ZLD) plants in India. For further details of our Manufacturing Facility and manufacturing capacity, see
‘Strengths – Strategic locational advantage of our Manufacturing Facility close to raw material and end consumption
markets’ and ‘Sustainability driven Manufacturing Facility with high levels of utilization’, on pages 243 and 246.
Set out below are details of our raw material storage capacity (in metric ton):
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
Silos 40,000 10,000 10,000
Warehouses 25,000 7,000 7,000
Total 65,000 17,000 17,000
We source maize directly from the cultivators, through aggregators, with whom we have long-standing relationships
and from traders in Bihar and West Bengal amongst other sources. According to F&S Report, we are the only maize
milling plant in Bihar. This gives us a significant competitive advantage. Establishing direct relation with farmers
ensures smooth supply of raw material and this direct procurement strategy also aids in lowering procurement cost
and getting access to good quality material. Diversifying our sources of maize ensures that we are not overly dependent
383on any one source, we are able to negotiate the best available rates and have access to an uninterrupted supply of raw
material thereby enabling us to de-risk our supply chain.
Our products range may broadly be classified as set out in the schematic representation below.
Set out below are certain products in our portfolio and their applications.
Product Category Products* Applications*
Native Maize Starch Used in various industries, such as food and beverage, pharmaceuticals,
paper and packaging, textiles, adhesives, industrial applications, and
cosmetics.
Modified Starch Yellow Dextrin Derivative are used as binder in adhesive applications, widely used as
extenders in dyes and as a binder in abrasive industry, adhesive for
envelopes, corrugation, gummed labels, and tapes along with others.
White Dextrin Textile finishing and coating agent, thickening, and binding agent in
pharmaceuticals and paper coatings, stabilizing agent for certain
explosive metal azides.
Oxidized Starch Used for coating applications for their adhesion ability. It is used in fabric
and textile industry for yarn smoothing and flattering.
Co-products Germ It is mostly used in the production of feed supplements and the
extraction of maize oil.
Fiber It is used in production of ethanol, sweeteners and animal feed.
Maize steep liquor It is used as a feed additive for live stock and used in food production
of yeasts leavened dough products and beer.
Enriched maize fiber It is valuable source of energy for cattle and poultry.
Gluten It is used as feed additive in cattle diets as a source of energy and protein.
Value added products Maize Flour Derivatives of maize flour are used in bakery industry to produce breads,
muffins, pancake mixes, infant foods, biscuits, wafers, doughnuts,
384Product Category Products* Applications*
breakfast cereals along others. It is also used as filler, binder and carrier
in meat products.
Baking powder It is used in various industrial applications including baking and cooking,
metal polishing, water treatment, meat curing, personal care products and
pharmaceuticals.
Custard powder The sauce produced using custard powder is used for the preparation of
cakes, puddings, ice-creams, sweet pies among other deserts. It finds
major application in making cookies and instant puddings.
Icing sugar It is used in preparation of bakery and confectionery products such as
cakes, chocolates, fudge among other desserts. It is also used in frostings
and coatings as it does not produce a grainy texture.
* Source: F&S Report
Set out below is a break-up of revenue from the sale of products across our bouquet of products during Fiscal, 2025
Fiscal 2024, and Fiscal 2023, based on our Restated Financial Information.
Product Fiscal 2025 Fiscal 2024 Fiscal 2023
category Amount (in ₹ % of Amount (in ₹ % of Amount (in ₹ % of
million) Contract million) Contract million) Contract
Price* Price* Price*
Native maize 5,369.87 59.29 3,552.98 59.41 2,916.53 60.58
starch
Modified Starch# 45.11 0.50 46.12 0.77 26.18 0.54
Co-products 1,973.46 21.78 1,272.93 21.28 1,258.48 26.14
Value added 143.67 1.59 28.86 0.48 18.45 0.38
products
Others## 1,525.49 16.84 1,079.72 18.06 594.32 12.36
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
# We commenced production of white dextrin in May 2022 and yellow dextrin in July 2022.
Co-products include gluten, germ, enriched fiber, and corn steep liquor.
##Others include traded maize
Native maize starch is the underlying ingredient of our speciality products and ingredient solutions. Our speciality
products and ingredient solutions are designed to add taste, texture, nutrients and increased functionality to:
(i) foods as ingredients, thickening agents, stabilizers, sweeteners, emulsifiers and additives (in bakery
products), confectionery, pastas, soups, ketchups, sauces, creams, deserts, amongst others);
(ii) animal nutrition products as nutritional ingredients;
(iii) paper industry to improve bonding strength of paper and paperboards; and
(iv) other industrial products as disintegrants, excipients, supplements, coating agents, binders, smoothing &
flattering agents, finishing agents, among others.
Our products are sold across various states in India directly to the end customers and through distributors and dealer.
We also have an FSSAI license. Our products are also sold overseas in countries such as Bangladesh, Nepal, and
Malaysia. Set out below are our revenue from operation from our domestic and export sales, based on our Restated
Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of contract Amount (in ₹ % of contract Amount (in ₹ % of contract
million) price * million) price * million) price *
Domestic 8,402.76 92.77 5,551.67 92.83 4,479.40 93.05
Export 654.84 7.23 428.94 7.17 334.56 6.95
385Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of contract Amount (in ₹ % of contract Amount (in ₹ % of contract
million) price * million) price * million) price *
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
* Contract price represents sale of products before deducting discounts and incentives but net of returns.
We have registered consistent growth across various financial parameters such as revenue from operations and net
worth, and operational parameters such as total installed capacity and the number of customers. Between Fiscal 2023
and Fiscal 2025, based on our Restated Financial Information, our revenue from operations have grown at a CAGR
of 36.95%. Some of our key performance indicators are set out below.
Particulars Unit As on and for the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Financial KPI
Revenue from Operations(1) (in ₹ million) 9,151.61 6,000.23 4,879.55
Revenue from Operations % 36.95
CAGR (%)(2)
EBITDA(3) (in ₹ million) 1,127.90 563.65 406.73
EBITDA Margin (%)(4) % 12.32 9.39 8.34
PAT(5) (in ₹ million) 476.68 221.42 167.58
PAT Margin (%)(6) (%) 5.19 3.68 3.43
Total Borrowings(7) (in ₹ million) 5,070.48 3,572.13 1,889.32
Net worth(8) (in ₹ million) 2,354.10 1,266.09 1,044.11
Return on Equity (ROE) (%)(9) % 20.25 17.49 16.05
Return on Capital Employed % 14.17 10.07 10.99
(ROCE) (%)(10)
Debt to Equity Ratio(11) In times 2.08 2.65 1.68
Gross Block(12) (in ₹ million) 4,129.08 3,283.94 1,950.83
Addition to Property, Plant and (in ₹ million) 848.44 1,335.60 287.87
Equipment(13)
Fixed Assets Turnover Ratio(14) In times 2.46 2.00 2.78
Cash Conversion Cycle(15) In days 93 79 43
Operational KPI
Total installed capacity in MT MT per day 750 650 370
per day (TPD)(16) (TPD)
No. of employees(17) Number 469 410 372
No. of customers(18) Number 261 195 182
Notes:
1. Revenue from Operations is the revenue from operations as per the Restated Financial Information.
2. Revenue from Operation CAGR (%) provides information regarding the growth of revenue from year ended March 31, 2023
to March 31, 2025.
3863. EBITDA (₹ million) is calculated as restated profit before tax, plus finance costs, depreciation, and amortisation expenses,
minus other income.
4. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations, multiplied by 100.
5. PAT is the restated profit/ (loss) for the year after tax as per Restated Financial Information.
6. PAT Margin (%) is calculated as restated profit for the year divided by Total Income.
7. Total Borrowings represent sum of current and non-current borrowings.
8. Net Worth is 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 / fair value gain of Freehold land on transition to Ind AS of ₹ 80.98 million, and write back of depreciation and
amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
9. Return on Equity (%) is calculated as PAT divided by net worth.
10. Return on Capital Employed (RoCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus
depreciation and amortisation expense and (ii) Capital employed means total equity + total current & non-current borrowings
minus cash and cash equivalents and other bank balances.
11. Debt to Equity Ratio is calculated as total borrowings divided by total equity.
12. Gross Block represents the gross value of all property plant and equipment as per Restated Financial Information.
13. Addition to Property, Plant and Equipment represents the addition to the Gross Block in the period as per Restated Financial
Information.
14. Fixed Assets Turnover Ratio is calculated as revenue from operations for the year divided by net block of property, plant and
equipment.
15. Cash Conversion Cycle (in days) is calculated as inventory days plus trade receivable days minus trade payable days.
Inventory days are calculated as Inventory divided by cost of goods sold multiplied by 365 days. Trade receivable days are
calculated as Trade receivables divided by Revenue from operations multiplied by 365 days. Trade payable days are
calculated as Trade payable divided by cost of goods sold multiplied by 365 days.
16. Total installed capacity is the maize crushing capacity of our Company in metrics tonnes per day.
17. No. of employees is the aggregate number of employees employed during the year by our Company.
18. No. of customers is the aggregate customers served by our Company.
SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULT OF
OPERATIONS
Cost and availability of our key raw material
We are a maize based specialty products manufacturer. We are amongst the top 10 largest maize milling companies
in terms of capacity and the second largest in Eastern India. According to F&S Report, we have strategically situated
our plant in Bihar since it is one of India's major hubs for maize cultivation. Our ability to utilise our manufacturing
capacity is dependent on our ability to source our key raw materials i.e. Maize, in required quantities and ensure a
consistent supply of the same at commercially acceptable prices. We procure maize through various sources including
directly from farmers through aggregators and from traders. The sowing and harvesting seasons have a significant
impact on supply and demand of maize. Maize is supplied from March to May and harvested from September to
December. Demand spikes normally from January to March. Maize starch millers stock maize for 3- 5 months.
Purchase of maize usually happens during peak arrival season at low prices for stocking purpose. According to F&S
Report, the inventory is maintained to tide over the peak price months, and buying for regular requirement continues
in parallel. Accordingly, if we are unable to procure and store maize during the peak arrival season in a timely manner
or at all which could have an adverse impact on our manufacturing capacity and output. Further, we do not enter into
any forward contracts or other derivative arrangements in this respect. Accordingly, if we are not able to procure maize
at the appropriate times at commercially acceptable prices, we may have to incur additional procurement costs which
would increase our manufacturing costs and adversely impact our profitability.
Set out in the table below is our cost of materials consumed in the immediately preceding 3 Fiscals, based on our
Restated Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of Revenue Amount (in ₹ % of Revenue Amount (in ₹ % of Revenue
million) from million) from million) from
operations operations operations
Cost of Goods 6,646.01 72.62 4,321.23 72.02 3,480.96 71.34
Sold (COGS)
387COGS is calculated as sum of cost of materials consumed, purchases of stock-in-trade and changes in inventories.
According to F&S Report, our ability to procure maize is affected by a number of factors including external factors
such as demand from other industries such as ethanol and animal feed industries and the production and availability
of maize can be impacted by changes in agricultural yields, weather patterns, which could result in price volatility and
shortages. Therefore, any inability to procure sufficient quantities of quality maize at acceptable prices will have an
adverse impact on our financial condition and profitability.
We depend on few Customer Industries for majority of our revenue from operations and our continued success
will depend on our ability to retain and augment our customer base
We cater to customers across diverse industries including food products, paper, animal feed, and manufacturing
(Customer Industries).
Set out below is the breakup of our revenue from operations from food products, paper, animal feed, oil extraction
and manufacturing industries during Fiscal 2025, Fiscal 2024, and Fiscal 2023, based on our Restated Financial
Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue (₹ % of Revenue (₹ % of Revenue (₹ % of
in million) contract in million) contract in million) contract
price* price* price*
Paper industry 2,482.33 27.41 1,557.92 26.05 1,396.09 29.00
Feed industry 1,194.74 13.19 1,295.72 21.67 1,193.51 24.79
Food Manufacturing 678.62 7.49 516.59 8.64 260.01 5.40
Other Manufacturing 1,489.74 16.45 263.46 4.41 212.78 4.42
Others# 3,212.17 35.46 2,346.92 39.23 1,751.57 36.39
Total 9,057.60 100.00 5,980.61 100.00 4,813.96 100.00
*Contract price represents sale of products before deducting discounts and incentives but net of returns.
#Others include sale to dealers and distributors where we have no visibility of the end customer and trading income.
As certified by Independent Chartered Accountant, pursuant to a certificate dated August 6, 2025.
Our business model is structured around catering to 3 broad segments of customers viz.,
(i) Manufacturers of end products;
(ii) Manufacturers of intermediate products; and
(iii) Distributors / Wholesale traders.
Our commercial success also depends to a large extent on the success of our customers and continued growth of the
industries in which they operate. Therefore, our revenues and financial condition may be adversely affected, as a result
of, inter alia, decline in demand of our products including due to the emergence of low cost products and, or, if entities
in the Customer Industries move towards other customers, macro-economic conditions affecting these Customer
Industries, increase in competition, pricing pressures, and change in government policies and regulatory action. Any
or all of these factors may have an adverse effect on our business prospects, and sales of our solution offerings could
decline substantially. Further, we cannot assure you that the sales to the other Customer Industries will increase or be
sufficient to off-set any reduction in revenue from our currently largest revenue generating Customer Industries.
While we have consistently maintained our relationship with our existing customers, we have also consistently
increased our customer base. Set out in the table below are the details of our revenue from repeat customers and unique
customers (i.e. customers whom we have not catered to previously) in Fiscal 2025, Fiscal 2024, and Fiscal 2023, based
on our Restated Financial Information.
Particulars As at and for the financial As at and for the financial As at and for the financial
year ended March 31, 2025 year ended March 31, 2024 year ended March 31, 2023
Customer Contract Customer Contract Customer Contract
(nos.) Price* (₹ (nos.) Price* (₹ (nos.) Price* (₹
million) million) million)
Repeat customers# 153 8,068.19 121 4,906.04 85 3,307.57
388Particulars As at and for the financial As at and for the financial As at and for the financial
year ended March 31, 2025 year ended March 31, 2024 year ended March 31, 2023
Customer Contract Customer Contract Customer Contract
(nos.) Price* (₹ (nos.) Price* (₹ (nos.) Price* (₹
million) million) million)
Unique customers# 108 989.41 74 1,074.57 97 1,506.39
Total 261 9,057.60 195 5,980.61 182 4,813.96
*Contract price represents sale of products before deducting discounts and incentives but net of returns
# includes distributors and dealers.
Certified by the Independent Chartered Accountant, pursuant to a certificate dated August 6, 2025.
Accordingly, our continued success will depend on our ability to consistently retain and continually augment our
customer base.
Augmenting our manufacturing capacity and maintaining operating efficiencies
A significant factor that affects and will continue to affect our revenues and results from operations is the capacity
and utilisation of our manufacturing facility. Our Manufacturing Facility is spread across an area of 54.03 Acres are
located at Galgalia in the state of Bihar. Our Manufacturing Facility is strategically located with regards to both its
proximity to our primary sources of raw materials, such as maize harvesting regions, thus giving us an edge in our
business operations.
Our business is dependent upon our ability to effectively manage our Manufacturing Facility, which is subject to
various operating risks, including those beyond our control, such as the breakdown, failure of equipment or industrial
accidents, severe weather conditions, fire, power interruption and natural disasters, however our Company maintains
comprehensive insurance coverage to mitigate the risk arising out of such event. While there have been no such
instances during Fiscals 2025, 2024, and 2023, any significant malfunction or breakdown of our machinery,
equipment, automation systems, IT systems or any other part of our manufacturing processes or systems may entail
significant repair and maintenance costs and cause delays in our operations. If we are unable to repair or properly
maintain manufacturing assets in a timely manner or at all, our operations may need to be suspended until we repair
or procure the appropriate manufacturing assets to replace them and there can be no assurance that the new
manufacturing assets will be procured and/or integrated in a timely manner. In addition, we may be required to carry
out planned shutdowns of our Manufacturing Facility for maintenance, statutory inspections, customer audits and
testing if any, or we may shut down one or more of our Manufacturing Facility for capacity expansion and equipment
upgrades.
We commenced our operations in 2018 with an installed capacity of 180 TPD. We have over the years augmented our
operations and undertaken multiple capacity expansions. In Fiscal 2025, we increased our capacity further with the
installation of a starch dryer. As on May 31, 2025, our installed crushing capacity was 750 TPD. Our continual effort
towards augmenting our process efficiencies is reflected in our high levels of capacity utilisation. Further, we have set
up a dual feed co-generation power plant for captive power generation and utilisation. Our captive plant has the dual
feed plant and is able to switch between coal and husk.
Our installed capacity, actual production, capacity utilisation and captive power usage, during the periods set out
below:
Particular As on and for two As on and for As on and for As on and for
months ended May financial year ended financial year ended financial year ended
31, 2025* March 31, 2025* March 31, 2024* March 31, 2023*
Wet milling
Installed capacity# 40,875 246,475^ 169,750^^ 129,500
(TPA)
Actual production## 40,690 245,824 160,749 125,084
(TPA)
Capacity utilisation 99.55 99.74 94.70 96.59
(%)
Power
Total usage of power 7,548 46,729 31,937 23,845
(MW)
389Particular As on and for two As on and for As on and for As on and for
months ended May financial year ended financial year ended financial year ended
31, 2025* March 31, 2025* March 31, 2024* March 31, 2023*
Wet milling
Usage of captive 6,172 41,243 25,758 18,426
power (MW)
Captive power usage 81.77 88.26 80.65 77.27
(%)
^ The installed capacity increased to 750 TPD from October 16, 2024.
^^ The installed capacity increased to 650 TPD from November 2023.
* Installed capacity is ‘as on’, and actual production and capacity utilisation as for the period ended.
# Time weighted average
## This also factors in the periods for which the manufacturing facility was non-operational on account of the upgradation in
capacity.
As certified by the Independent Chartered Engineer, pursuant to a certificate dated August 6, 2025.
We have over the years adopted various techniques that we have developed to streamline and maximise the efficiency
of our production processes. Our Company proposes to augment our manufacturing capacity by undertaking
brownfield expansion to capitalise on anticipated growth in our end-user industries. Therefore, our ability to grow our
business and strengthen our financial position and our competitiveness, will depend on our ability to augment our
manufacturing capabilities and maintain our operating efficiencies.
Delays or defaults in customer payments and receivables may have an adversely impact our profits and cash flows.
Our operations involve the practice of extending credit to our customers. Set out below is our outstanding trade
receivables in Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Trade Receivables (in ₹ million) 1,368.72 1,267.35 719.37
Trade Receivable Days* 55 77 54
* Trade receivable days are calculated as Trade receivables divided by Revenue from operations multiplied by 365 days
As certified by, Independent Chartered Accounts, pursuant to a certificate dated August 6, 2025.
During Fiscal 2025, Fiscal 2024, and Fiscal 2023, there have been bad and doubtful debts written off amounting to ₹
0.17 million, ₹ 0.27 million, and ₹ 0.46 million, respectively. Our ability to accurately access the creditworthiness of
our customers in the future and consistency of our recovery of payments in the future, would have a significant aspect
of our profit margins and cash flows.
Maintaining our relationship with our key maize suppliers
Our principle raw material i.e. maize is a seasonal crop. Sowing and harvesting seasons have a significant impact on
supply and demand of maize. Maize is supplied from March to May and harvested from September to December.
Demand spikes normally from January to March. Accordingly, we are heavily reliant on key suppliers for a vast
majority of our maize supply. Set out in the table below are details of our concentration of our top 3, top 5 and top 10
vendors for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of cost of Amount (in ₹ % of cost of Amount (in ₹ % of cost of
million) purchase of million) purchase of million) purchase of
maize maize maize
Top 3 vendors 5,178.25 72.11 3,112.59 68.36 1,484.44 46.63
Top 5 vendors 5,973.27 83.18 3,696.13 81.18 1,922.80 60.40
Top 10 vendors 6,788.11 94.53 4,266.23 93.70 2,656.00 83.43
Government subsidies
390Our manufacturing unit is situated in Kishanganj district of Bihar. Bihar Industrial Investment Promotion Policy, 2016
(which was extended upto 2020 and then 2025) (BIIPP) provides provisions for interest subvention to the eligible
units with installed capacity of more than 100 TPD including units for manufacturing starch and cattle and/or poultry
feed on the term loan availed by the unit from a bank/ financial institution registered by RBI/SEBI. According to F&S
Report, under the BIIPP, (a) the interest subvention of 10% or actual rate of interest on term loan, whichever is lower
subject to maximum limit of ₹ 200 million; (b) 100% reimbursement against the admitted State GST for a period of 5
years from the date of commencement of commercial production is given to starch manufacturers. The benefits
provided under the BIIPP is one of the reasons for us having established our manufacturing operations in Bihar. The
continuance of the benefits under the BIIPP is a key aspect of business.
The prevailing rate of interest on the outstanding secured borrowings of our Company, as on June 30, 2025, ranged
from 7.70% p.a. to 11.00% p.a. In terms of BIIPP, though, our Company is entitled to interest subvention on ‘term
loans’ of 10% or the actual rate of the loan, subject to a maximum of ₹ 200 million. The policy is valid till 2025.
Further, based on our Restated Financial Information, the subsidy received from the government in terms of the BIIPP
as a percentage of our total finance cost was as follows:
(₹ in million, unless otherwise stated)
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest subsidy from the Government (₹ 38.86 37.94 67.28
million)
Interest on borrowings (₹ million) 451.43 294.44 165.86
Interest subsidy as a % of interest on 8.61 12.89 40.56
borrowings (%)
As can be noticed above, the interest subsidy available to our Company has reduced in Fiscal 2024 as compared to
Fiscal 2023. Additionally, a significant number of loans identified by our Company to repay from the Net Proceeds
are working capital loans which are not eligible for the interest subsidy.
Out of the fresh issue of up to ₹ 2,100.00 million, up to ₹ 1,590.00 million is proposed to be utilized for the purpose
of repayment of borrowings and the incremental increase of equity and securities premium to the tune of ₹ 510.00
million in the capital employed would have reduced the existing ROCE of 14.17% as on March 31, 2025.
MATERIAL ACCOUNTING POLICIES
Regaal Resources Limited (Formerly Known as Regaal Resources Private Limited)
CIN U15100WB2012PLC171600
Notes forming part of the Restated Financial Information
1. Corporate and General Information
Regaal Resources Limited ("the Company") was originally incorporated as a Private Limited Company domiciled
in India under the provisions of the Companies Act, 1956, on 2nd January, 2012, having its registered office at
113, Park Street, 10th Floor, Poddar Point, Kolkata- 700016. With effect from 30th March, 2022, it was converted
into a Public Limited Company, i.e. Regaal Resources Limited and further, with effect from 16th April, 2022, it's
registered office was shifted to D2/2, Block-EP & GP, 6th Floor, Sector V, Kolkata- 700091. The Company is
engaged in the business of manufacturing of Starch and its derivatives.
2.1. Basis of Preparation
The Restated Statement of assets and liabilities of the Company as at March 31, 2025, March 31, 2024 and March
31, 2023 and the related Restated Statements of Profit & Loss, Changes in Equity and Cash Flows for each of
the years ended March 31, 2025, March 31, 2024 & March 31, 2023 and accompanying notes to the aforesaid
391restated financial information (hereinafter collectively called “Restated Financial Information ”) have been
prepared specifically for inclusion in the Offer documents to be filed by the Company with the Securities and
Exchange Board of India (“SEBI”) and Registrar of Companies (“ROC”) in connection with proposed initial
public offer of equity shares of the Company (the “Offering”).
The Restated Financial Information have been prepared to comply in all material respects with the requirement
of:
a. Relevant Provisions of Section 26 of Part I of Chapter III Companies Act, 2013 (the “Act”)
b. Relevant provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“the SEBI ICDR Regulations”) issued by the Securities and
Exchange Board of India (“SEBI”) on September 11, 2018 as amended from time to time in pursuance of
the Securities and Exchange Board of India Act, 1992.
c. Guidance Note on reports in Company Prospectus (Revised 2019) (“Guidance Note”) issued by the Institute
of Chartered Accountants of India (“ICAI”).
The Act and the SEBI ICDR Regulations require the information in respect of the Assets and Liabilities and Profit
and Loss of the Company for each of the three years immediately preceding the date of issue of prospectus. In
accordance with the relevant SEBI circular, the Company has applied the accounting framework described by
Indian Accounting Standard (Ind AS) as notified by Ministry of Corporate affairs pursuant to Section 133 of the
Act read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 as amended for three annual
years ended March 31, 2025, 31 March 2024 and 31 March 2023.
The Restated Financial Information has been compiled from:
a. The audited financial statements of the Company as at and for the years ended March 31, 2025, March 31,
2024 and March 31, 2023 prepared in accordance with Indian Accounting Standard (“Ind AS”) as prescribed
under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015 and other
accounting principles accepted in India (“Audited Financial Statements”).
b. The Restated Financial Statements have been prepared after incorporating adjustments for the changes in
accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years
ended March 31, 2025, 2024 and 2023 to reflect the same accounting treatment as per the accounting policy
and grouping/classifications followed as at year ended March 31, 2025.
The Restated Financial Information for three years ended March 31, 2025, March 31,2024 and March 31, 2023
were approved for issue in accordance with resolution of the Board of Directors on July 24, 2025.
2.2. Basis of measurement
The Company maintains accounts on accrual basis following the historical cost convention, except for the
followings:
➢ Certain Financial Assets and Liabilities are measured at Fair value/ Amortized cost (refer accounting policy
regarding financial instruments);
➢ Freehold Land – Fair value considered on transition to Ind AS.
2.3. Functional and Presentation Currency
The Restated Financial Statements are presented in Indian Rupee (INR), which is the functional currency of the
Company and the currency of the primary economic environment in which the Company operates. All amounts
disclosed in restated financial statements and notes have been rounded off to the nearest million (with two
places of decimal) unless otherwise stated.
2.4. Use of Estimates and Critical Accounting Judgements
392The preparation of financial statements in conformity with Ind AS requires judgements, estimates and
assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent
liabilities on the date of the financial statements and the reported amount of revenues and expenses during the
reporting period. Difference between the actual results and estimates are recognized in the period in which the
results are known/ materialized.
2.5. Operating Cycle for current and non-current classification
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 and Ind AS 1. The Company has
ascertained its operating cycle as twelve months for the purpose of current and non-current classification of
assets and liabilities.
An asset is classified as current when it is:
➢ Expected to be realized or intended to sold or consumed in normal operating cycle;
➢ Held primarily for the purpose of trading;
➢ Expected to be realized within twelve months after the reporting period; or
➢ Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.
All the other assets are classified as non-current.
A liability is current when:
➢ It is expected to be settled in normal operating cycle;
➢ It is held primarily for the purpose of trading;
➢ It is due to be settled within twelve months after the reporting period; or
➢ There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.
The Company classifies all other liabilities as non-current. Deferred Tax Assets and Liabilities are classified as
non-current assets and liabilities respectively.
2.6. Measurement of Fair Values
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both
financial and non-financial assets and liabilities.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
➢ In the principal market for the asset or liability, or
➢ In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or
a liability is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest. A fair value measurement of a non-financial
asset takes into account a market participant’s ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would use the asset in its highest and best
use.
393The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the special purpose financial statements
are categorised within the fair value hierarchy, described as follows, based on the input that is significant to the
fair value measurement as a whole:
➢ Level 1 —Quoted (unadjusted) market prices in active markets for identical assets or liabilities
➢ Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable and
➢ Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
External valuers are involved for valuation of significant assets & liabilities. Involvement of external valuers is
decided by the management of the company considering the requirements of Ind AS and selection criteria include
market knowledge, reputation, independence and whether professional standards are maintained.
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
3.1 INVENTORIES
Raw materials, packaging materials and stores and spare parts are valued at lower of cost and net realizable value.
However, material and other items held for use in 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 includes purchase price, (excluding those subsequently recoverable by the enterprise from the concerned
revenue authorities), freight inwards and other expenditure incurred in bringing such inventories to their present
location and condition.
Finished Goods are valued at lower of cost and net realisable value. Cost includes cost of direct materials and
direct labour and a proportion of manufacturing overhead based on the normal operating capacity. Cost is
determined on weighted average basis.
Scrap and other items are valued at net realisable value.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of
completion and the estimated costs necessary to make the sale.
3.2 CASH AND CASH EQUIVALENTS
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short term deposits with
an original maturity of three months or less, which are subject to an insignificant risk of change in value.
For the purpose of the statement of cash flows, cash and cash equivalents includes cash on hand, term deposits
and other short-term highly liquid investments, net of bank overdrafts as they are considered an integral part of
the Company’s cash management. Bank overdrafts are shown within short term borrowings in the balance sheet.
3.3 INCOME TAX
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based
on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
394attributable to temporary differences and to unused tax losses. Current and deferred tax is recognized in the
statement of profit & loss, except to the extent that it relates to items recognized in other comprehensive income
or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity,
respectively.
3.3.1 Current Tax:
Current tax liabilities (or assets) for the current and prior periods are measured at the amount expected to be paid
to (recovered from) the taxation authorities using the tax rates (and tax laws) that have been enacted or
substantively enacted, at the end of the reporting period.
3.3.2 Deferred Tax
➢ Deferred Tax assets and liabilities is measured at the tax rates that are expected to apply to the period when
the asset is realized or the liability is settled based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
➢ Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes (i.e., tax
base). Deferred tax is also recognized for carry forward of unused tax losses and unused tax credits.
➢ Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses
can be utilized.
➢ The carrying amount of deferred tax assets is reviewed at the end of each reporting period. The Company
reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient
taxable profit will be available to allow the benefit of part or that entire deferred tax asset to be utilized. Any
such reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available.
➢ Deferred tax relating to items recognized outside the Statement of Profit and Loss is recognized either in
other comprehensive income or in equity. Deferred tax items are recognized in correlation to the underlying
transaction either in OCI or directly in equity.
➢ Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority
and the Company intends to settle its current tax assets and liabilities on a net basis.
3.4 PROPERTY, PLANT AND EQUIPMENT
3.4.1 Tangible Assets
3.4.1.1 Recognition and Measurement:
➢ Property, plant and equipment held for use in the production or/and supply of goods or services, or for
administrative purposes, are stated in the balance sheet at cost, less any accumulated depreciation and
accumulated impairment losses (if any), except for freehold land which are carried at fair value on transition
date as deemed cost.
➢ Cost of an item of property, plant and equipment acquired comprises its purchase price, including import
duties and non-refundable purchase taxes, after deducting any trade discounts and rebates, any directly
attributable costs of bringing the assets to its working condition and location for its intended use and present
value of any estimated cost of dismantling and removing the item and restoring the site on which it is located.
395➢ If significant parts of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment.
➢ Profit or loss arising on the disposal of property, plant and equipment are recognized in the Statement of
Profit and Loss.
➢ On transition to Ind AS, the Company has elected to measure its freehold land at fair value and use that fair
value as deemed cost of such freehold land.
3.4.1.2 Subsequent Measurement:
➢ Subsequent costs are included in the asset’s carrying amount, only when it is probable that future economic
benefits associated with the cost incurred will flow to the Company and the cost of the item can be measured
reliably. The carrying amount of any component accounted for as a separate asset is derecognized when
replaced.
➢ Major Inspection/ Repairs/ Overhauling expenses are recognized in the carrying amount of the item of
property, plant and equipment as a replacement if the recognition criteria are satisfied. Any Unamortized part
of the previously recognized expenses of similar nature is derecognized.
3.4.1.3 Depreciation and Amortization:
➢ Depreciation on Property, Plant & Equipment is provided on straight line method in terms of life span of
assets prescribed in Schedule II of the Companies Act, 2013 or as reassessed by the Company based on the
technical evaluation.
➢ Depreciation on additions (disposals) during the year is provided on a pro-rata basis i.e., from (up to) the date
on which asset is ready for use (disposed of).
➢ Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if
appropriate.
3.4.1.4 Derecognition of Assets
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 the 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 net disposal proceeds and the
carrying amount of the asset and is recognized in the statement of profit and loss.
3.4.1.5 Capital Work in Progress
Capital work-in-progress is stated at cost which includes expenses incurred during construction period, interest
on amount borrowed for acquisition of qualifying assets and other expenses incurred in connection with project
implementation in so far as such expenses relate to the period prior to the commencement of commercial
production.
3.5 LEASES
3.5.1 Determining whether an arrangement contains a lease
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent
on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that
right is not explicitly specified in an arrangement.
3.5.2 Company as lessor
396➢ Finance Lease
Leases which effectively transfer to the lessee substantially all the risks and benefits incidental to ownership
of the leased item are classified and accounted for as finance lease. Lease rental receipts are apportioned
between the finance income and capital repayment based on the implicit rate of return. Contingent rents are
recognized as revenue in the period in which they are earned.
➢ Operating Lease
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an
asset are classified as operating leases. Rental income from operating leases is recognized on a straight-line
basis over the term of the relevant lease except where scheduled increase in rent compensates the Company
with expected inflationary costs.
3.5.3 Company as lessee
The Company’s lease asset classes primarily consist of leases for Buildings and Plant & Machinery. The Company
assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if
the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company
assesses whether:
(i) the contract involves the use of an identified asset;
(ii) the Company has substantially all of the economic benefits from use of the asset through the period
of the lease and;
(iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognises a right-of-use asset (“ROU”) and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of
twelve months or less (short term leases) and leases of low value assets. For these short term and leases of low
value assets, the Company recognises the lease payments as an operating expense on a straight line basis over the
term of the lease.
The lease liability is initially measured at the present value of the future lease payments. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental
borrowing rates. The lease liability is subsequently re-measured by increasing the carrying amount to reflect
interest on the lease liability, reducing the carrying amount to reflect the lease payments made.
A lease liability is re-measured upon the occurrence of certain events such as a change in the lease term or a
change in an index or rate used to determine lease payments. The re-measurement normally also adjusts the leased
assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been
classified as financing cash flows.
The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line
basis over the shorter of the lease term and useful life of the underlying asset.
3.6 REVENUE RECOGNITION
397Revenue from contracts with customers is recognized on transfer of control of promised goods or services to a
customer at an amount that reflects the consideration to which the Company is expected to be entitled to in
exchange for those goods or services.
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of
variable consideration) allocated to that performance obligation. The transaction price of goods sold and services
rendered is net of variable consideration on account of various discounts and schemes offered by the Company
as part of the contract. This variable consideration is estimated based on the expected value of outflow. Revenue
(net of variable consideration) is recognized only to the extent that it is highly probable that the amount will not
be subject to significant reversal when uncertainty relating to its recognition is resolved.
3.7 Other Income
Interest Income
Interest income is recognized on time proportion basis taking into account the amount outstanding and the rate
applicable.
Rental Income
Rental income is accounted on straight line basis over the lease term and is included in revenue in the statement
of profit and loss. The company has determined that it does not need criteria for recognition of lease rental income
on a basis other than straight line basis.
Export incentives
Export entitlements is recognized when the right to receive credit as per the terms of schemes is established in
respect of the exports made by the company and when there is no significant uncertainty regarding the ultimate
collection of the relevant export proceeds.
Insurance claim receivable
Insurance and other claims are accounted on the basis of claims admitted/ expected to be admitted and to the
extend that there is no uncertainty in receiving the claims.
3.8 EMPLOYEE BENEFITS
3.8.1 Short Term Benefits
Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
services are provided. Liabilities for wages and salaries, including non-monetary benefits that are expected to be
settled wholly within twelve months after the end of the period in which the employees render the related service
are recognized in respect of employees’ services up to the end of the reporting period.
3.8.2 Other Long Term Employee Benefits
The liabilities for leave that are not expected to be settled wholly within twelve months are measured as the
present value of the expected future payments to be made in respect of services provided by employees up to the
end of the reporting period using the projected unit credit method. The benefits are discounted using the
government securities (G-Sec) at the end of the reporting period that have terms approximating to the terms of
398related obligation. Remeasurements as the result of experience adjustment and changes in actuarial assumptions
are recognized in statement of profit and loss.
3.8.3 Post-Employment Benefits
The Company operates the following post-employment schemes:
➢ Defined Contribution Plan
Defined contribution plans such as Provident Fund etc. are charged to the statement of profit and loss as and
when incurred and paid to Authority.
➢ Defined Benefit Plans
The liability or asset recognized in the Balance Sheet in respect of defined benefit plans is the present value of
the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The Company’s
net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount
of future benefit that employees have earned in the current and prior periods. The defined benefit obligation is
calculated annually by Actuaries using the projected unit credit method.
The liability recognized for defined benefit plans is the present value of the defined benefit obligation at the
reporting date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or
losses and past service costs. The net interest cost is calculated by applying the discount rate to the net balance
of the defined benefit obligation and the fair value of plan assets. The benefits are discounted using the
government securities (G-Sec) at the end of the reporting period that have terms approximating to the terms of
related obligation.
Remeasurements of the net defined benefit obligation, which comprise actuarial gains and losses, the return on
plan assets (excluding interest) and the effect of the asset ceiling, are recognized in other comprehensive
income. Remeasurements recognized in other comprehensive income are reflected immediately in retained
earnings and will not be reclassified to the statement of profit and loss.
3.9 BORROWING COSTS
➢ Borrowing Costs consists of interest and other costs that an entity incurs in connection with the borrowings
of funds. Borrowing costs also includes foreign exchange difference to the extent regarded as an adjustment
to the borrowing costs.
➢ Borrowing costs directly attributable to the acquisition or construction of a qualifying asset are capitalized as
a part of the cost of that asset that necessarily takes a substantial period of time to complete and prepare the
asset for its intended use or sale.
➢ Transaction costs in respect of long term borrowing are amortized over the tenure of respective loans using
Effective Interest Rate (EIR) method. All other borrowing costs are recognized in the statement of profit and
loss in the period in which they are incurred.
3.10 GOVERNMENT GRANTS
Government grants are recognized at their fair value, where there is reasonable assurance that the grant will be
received and all attached conditions will be complied with. When the grant relates to an expense item, it is
recognized as income on a systematic basis over the periods that the related costs, for which it is intended to
compensate, are expensed.
The grant relating to the acquisition/ construction of an item of property, plant and equipment, the same is
presented by deducting the grant from the carrying amount of the asset.
3993.11 FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
3.11.1 Financial Assets
➢ Recognition and Initial Measurement:
All financial assets are initially recognized when the company becomes a party to the contractual provisions
of the instruments. A financial asset is initially measured at fair value plus, in the case of financial assets not
recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the
financial asset.
➢ Classification and Subsequent Measurement:
For purposes of subsequent measurement, financial assets are classified in four categories:
o Measured at Amortized Cost;
o Measured at Fair Value Through Other Comprehensive Income (FVTOCI);
o Measured at Fair Value Through Profit or Loss (FVTPL); and
o Equity Instruments designated at Fair Value through Other Comprehensive Income (FVTOCI).
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period
the Company changes its business model for managing financial assets.
o Measured at Amortized Cost: A debt instrument is measured at the amortized cost if both the following
conditions are met:
▪ The asset is held within a business model whose objective is achieved by both collecting
contractual cash flows; and
▪ The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the
effective interest rate (EIR) method. Amortized cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization
is included in finance income in the statement of profit or loss. The losses arising from impairment are
recognized in the profit or loss. This category generally applies to trade receivables, cash and bank
balances, loans and other financial assets of the company.
o Measured at FVTOCI: A debt instrument is measured at the FVTOCI if both the following conditions
are met:
▪ The objective of the business model is achieved by both collecting contractual cash flows and
selling the financial assets; and
▪ The asset’s contractual cash flows represent SPPI.
Debt instruments meeting these criteria are measured initially at fair value plus transaction costs. They
are subsequently measured at fair value with any gains or losses arising on remeasurement recognized
in other comprehensive income, except for impairment gains or losses and foreign exchange gains or
losses. Interest calculated using the effective interest method is recognized in the statement of profit and
loss in investment income.
o Measured at FVTPL: FVTPL is a residual category for debt instruments. Any debt instrument, which
does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as FVTPL.
In addition, the company may elect to designate a debt instrument, which otherwise meets amortized
400cost or FVTOCI criteria, as at FVTPL. Debt instruments included within the FVTPL category are
measured at fair value with all changes recognized in the statement of profit and loss. Equity instruments
which are, held for trading are classified as at FVTPL.
o Equity Instruments designated at FVTOCI: For equity instruments, which has not been classified as
FVTPL as above, the company may make an irrevocable election to present in other comprehensive
income subsequent changes in the fair value. The company makes such election on an instrument-by-
instrument basis. The classification is made on initial recognition and is irrevocable. In case the
company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from
OCI to P&L, even on sale of investment.
➢ Derecognition:
The Company derecognizes a financial asset on trade date only when the contractual rights to the cash flows
from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity.
➢ Impairment of Financial Assets:
The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets
is impaired. Ind AS – 109 requires expected credit losses to be measured through a loss allowance. The
company recognizes impairment loss for trade receivables that do not constitute a financing transaction using
expected credit loss model, which involves use of a provision matrix constructed on the basis of historical
credit loss experience. For all other financial assets, expected credit losses are measured at an amount equal
to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the
credit risk on the financial asset has increased significantly since initial recognition.
3.11.2 Financial Liabilities
➢ Recognition and Initial Measurement:
Financial liabilities are classified, at initial recognition, as at fair value through profit or loss, loans and
borrowings, payables or as derivatives, as appropriate. All financial liabilities are recognized initially at fair
value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
➢ Subsequent Measurement:
Financial liabilities are measured subsequently at amortized cost or FVTPL. A financial liability is classified
as FVTPL if it is classified as held-for-trading, or 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 recognized in profit or loss. Other financial liabilities are subsequently measured at
amortized cost using the effective interest rate method. Interest expense and foreign exchange gains and
losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
➢ Financial Guarantee Contracts:
Financial guarantee contracts issued by the company are those contracts that require a payment to be made
to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in
accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a
liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the
guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined
as per impairment requirement of Ind AS 109 and the amount recognized less cumulative amortization.
➢ Derecognition:
401A financial liability is derecognized when the obligation under the liability is discharged or cancelled or
expires.
3.11.3 Foreign Currency transactions
Foreign currency (other than the functional currency) transactions are translated into the functional currency using
the prevailing rate of exchanges at the dates of transactions. Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at the rate of exchanges prevailing at the reporting date.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities are generally recognize in the statement of profit and loss in which they arise
except for exchange differences on foreign currency borrowing relating to assets under construction for future
productive use, which are included in the cost of those qualifying assets when they are regarded as adjustment to
interest cost on those foreign currency borrowing, the balance is presented in the statement of profit and loss
within finance costs.
Non-monetary items are not retranslated at period end and are measured at historical cost (translated using the
exchange rate at the transaction date).
3.11.4 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally
enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the
asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events
and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy
of the counterparty.
3.12 Earnings Per Share
Basic Earnings per share (EPS) amounts are calculated by dividing the profit for the year attributable to equity
holders by the weighted average number of equity shares outstanding during the year. Diluted EPS amounts are
calculated by dividing the profit attributable to equity holders adjusted for the effects of potential equity shares
by the weighted average number of equity shares outstanding during the year plus the weighted average number
of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
3.13 Impairment of Non-Financial Assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. An
asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value being higher of value
in use and net selling price. Value in use is computed at net present value of cash flow expected over the balance
useful lives of the assets. For the purpose of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are largely independent of the cash inflows from other
assets or group of assets (Cash Generating Units – CGU).
An impairment loss is recognized as an expense in the Statement of Profit and Loss in the year in which an asset
is identified as impaired. The impairment loss recognized in earlier accounting period is reversed if there has been
an improvement in recoverable amount.
3.14 Provisions, Contingent Liabilities and Contingent Assets
3.14.1 Provisions
402Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. Provisions are determined by discounting the
expected future cash flows (representing the best estimate of the expenditure required to settle the present
obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
3.14.2 Contingent Liabilities
Contingent liability is a possible obligation arising from past events and the existence of which will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Company or a present obligation that arises from past events but is not recognized because it is not possible
that an outflow of resources embodying economic benefit will be required to settle the obligations or reliable
estimate of the amount of the obligations cannot be made. The Company discloses the existence of contingent
liabilities in Other Notes to Special Purpose Financial Statements.
3.14.3 Contingent Assets
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an
inflow of economic benefits. Contingent Assets are not recognized though are disclosed, where an inflow of
economic benefits is probable.
3.15 Intangible Assets
3.15.1 Recognition and Measurement
Intangible asset are stated at cost on initial recognition and subsequently measured at cost less accumulated
amortization and accumulated impairment loss, if any.
3.15.2 Amortization
➢ Software’s are amortized over a period of three years.
➢ The amortization period and the amortization method are reviewed at least at the end of each financial year.
If the expected useful life of the assets is significantly different from previous estimates, the amortization
period is changed accordingly.
3.16 Operating Segment
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker of the Company is responsible for allocating resources and
assessing performance of the operating segments and accordingly is identified as the chief operating decision
maker.
The Company has identified one reportable segment i.e., Manufacturing of Starch and its derivatives based on
the information reviewed by the CODM.
3.17 Recent accounting pronouncement
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. The
Company has assessed that there is no significant impact on its financial statements. On 9th May 2025, MCA
notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments aim
to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies
403are not readily exchangeable. The amendments are effective for annual periods beginning on or after 1st April
2025. The Company is currently assessing the probable impact of these amendments on its financial statements.
4. SIGNIFICANT JUDGEMENTS AND KEY SOURCES OF ESTIMATION IN APPLYING
ACCOUNTING POLICIES
Estimates and judgments are continually evaluated. They are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the Company and that are believed to
be reasonable under the circumstances. Information about Significant judgements and Key sources of estimation
made in applying accounting policies that have the most significant effects on the amounts recognized in the
special purpose financial statements is included in the following notes:
➢ Recognition of Deferred Tax Assets: The extent to which deferred tax assets can be recognized is based on
an assessment of the probability of the Company’s future taxable income against which the deferred tax assets
can be utilized. In addition, significant judgement is required in assessing the impact of any legal or economic
limits.
➢ Right-of-use assets and lease liability: The Company has exercised judgement in determining the lease term
as the non-cancellable term of the lease, together with the impact of options to extend or terminate the lease if
it is reasonably certain to be exercised. Where the rate implicit in the lease is not readily available, an
incremental borrowing rate is applied. This incremental borrowing rate reflects the rate of interest that the
lessee would have to pay to borrow over a similar term, with a similar security, the funds necessary to obtain
an asset of a similar nature and value to the right of-use asset in a similar economic environment. Determination
of the incremental borrowing rate requires estimation.
➢ Defined Benefit Obligation (DBO): Employee benefit obligations are measured on the basis of actuarial
assumptions which include mortality and withdrawal rates as well as assumptions concerning future
developments in discount rates, medical cost trends, anticipation of future salary increases and the inflation
rate. The Company considers that the assumptions used to measure its obligations are appropriate. However,
any changes in these assumptions may have a material impact on the resulting calculations.
➢ Provisions and Contingencies: The assessments undertaken in recognising provisions and contingencies have
been made in accordance with Indian Accounting Standards (Ind AS) 37, ‘Provisions, Contingent Liabilities
and Contingent Assets’. The evaluation of the likelihood of the contingent events is applied best judgement by
management regarding the probability of exposure to potential loss.
➢ Impairment of Financial Assets: The Company reviews its carrying value of investments carried at amortized
cost annually, or more frequently when there is indication of impairment. If recoverable amount is less than its
carrying amount, the impairment loss is accounted for.
➢ Allowances for Doubtful Debts: The Company makes allowances for doubtful debts through appropriate
estimations of irrecoverable amount. The identification of doubtful debts requires use of judgment and
estimates. Where the expectation is different from the original estimate, such difference will impact the carrying
value of the trade and other receivables and doubtful debts expenses in the period in which such estimate has
been changed.
➢ Fair value measurement of financial Instruments: When the fair values of financial assets and financial
liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair
value is measured using valuation techniques. The input to these models are taken from observable markets
where possible, but where this not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.
NON-GAAP MEASURES
404Earnings before Interest, Taxes, Depreciation and Amortization Expenses (EBITDA’)/ EBITDA Margin/ /
PAT Margin / Return on Equity, ROCE, Fixed Asset Turnover Ratio, Cash Conversion Cycle
In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are
useful to investors in evaluating our operating performance and liquidity. We use the following 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 disclosed in the financial
statements 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 and in comparing our financial results with
other companies in our industry because it provides consistency and comparability with past financial performance.
However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial
measures.
(in ₹ million unless otherwise specified)
Particulars Unit As on and for the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Financial KPI
Revenue from Operations(1) (in ₹ million) 9,151.61 6,000.23 4,879.55
Revenue from Operations % 36.95
CAGR (%)(2)
EBITDA(3) (in ₹ million) 1,127.90 563.65 406.73
EBITDA Margin (%)(4) % 12.32 9.39 8.34
PAT(5) (in ₹ million) 476.68 221.42 167.58
PAT Margin (%)(6) (%) 5.19 3.68 3.43
Total Borrowings(7) (in ₹ million) 5,070.48 3,572.13 1,889.32
Net worth(8) (in ₹ million) 2,354.10 1,266.09 1,044.11
Return on Equity (ROE) (%)(9) % 20.25 17.49 16.05
Return on Capital Employed % 14.17 10.07 10.99
(ROCE) (%)(10)
Debt to Equity Ratio(11) In times 2.08 2.65 1.68
Gross Block(12) (in ₹ million) 4,129.08 3,283.94 1,950.83
Addition to Property, Plant and (in ₹ million) 848.44 1,335.60 287.87
Equipment(13)
Fixed Assets Turnover Ratio(14) In times 2.46 2.00 2.78
Cash Conversion Cycle(15) In days 93 79 43
Operational KPI
Total installed capacity in MT MT per day 750 650 370
per day (TPD)(16) (TPD)
No. of employees(17) Number 469 410 372
No. of customers(18) Number 261 195 182
Notes:
1. Revenue from Operations is the revenue from operations as per the Restated Financial Information.
4052. Revenue from Operation CAGR (%) provides information regarding the growth of revenue from year ended March 31, 2023
to March 31, 2025.
3. EBITDA (₹ million) is calculated as restated profit before tax, plus finance costs, depreciation, and amortisation expenses,
minus other income.
4. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations, multiplied by 100.
5. PAT is the restated profit/ (loss) for the year after tax as per Restated Financial Information.
6. PAT Margin (%) is calculated as restated profit for the year divided by Total Income.
7. Total Borrowings represent sum of current and non-current borrowings.
8. Net Worth is 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 / fair value gain of Freehold land on transition to Ind AS of ₹ 80.98 million, and write back of depreciation and
amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
9. Return on Equity (%) is calculated as PAT divided by net worth.
10. Return on Capital Employed (RoCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus
depreciation and amortisation expense and (ii) Capital employed means total equity + total current & non-current borrowings
minus cash and cash equivalents and other bank balances.
11. Debt to Equity Ratio is calculated as total borrowings divided by total equity.
12. Gross Block represents the gross value of all property plant and equipment as per Restated Financial Information.
13. Addition to Property, Plant and Equipment represents the addition to the Gross Block in the period as per Restated Financial
Information.
14. Fixed Assets Turnover Ratio is calculated as revenue from operations for the year divided by net block of property, plant and
equipment.
15. Cash Conversion Cycle (in days) is calculated as inventory days plus trade receivable days minus trade payable days.
Inventory days are calculated as Inventory divided by cost of goods sold multiplied by 365 days. Trade receivable days are
calculated as Trade receivables divided by Revenue from operations multiplied by 365 days. Trade payable days are
calculated as Trade payable divided by cost of goods sold multiplied by 365 days.
16. Total installed capacity is the maize crushing capacity of our Company in metrics tonnes per day.
17. No. of employees is the aggregate number of employees employed during the year by our Company.
18. No. of customers is the aggregate customers served by our Company.
Our average procurement price of maize decreased by 11.61% between Fiscal 2023 and Fiscal 2024 and increased by
8.56% between Fiscal 2024 and Fiscal 2025 which impacted the cost of procurement.
Further, our Company’s outstanding borrowings increased from ₹ 1,889.32 million as on March 31, 2023, to ₹
5,070.48 million as on March 31, 2025, which resulted in an increase in finance cost from ₹ 112.45 million to ₹ 373.50
million. Further, our employee benefits expense increased from ₹ 175.10 million during Fiscal 2023 to ₹ 246.44
million during Fiscal 2025 due to an increase in the number of employees from 372 to 469. Due to aforementioned
reasons our total expenses increased at a CAGR of 35.34%. During the same period, the revenue from operations
increased at a CAGR of 36.95%.
Accordingly, the expenditure increase was disproportionate to the revenue increase, which has resulted in lower
profitability.
For detailed comparison please refer the sub-head ‘Fiscal 2025 compared with Fiscal 2024’ and ‘Fiscal 2024 compared
with Fiscal 2023’ under the chapter ‘Management’s Discussion and Analysis of Financial Condition and Results of
Operations’ on page number 409 and 411, respectively.
Our ROCE marginally decreased from 10.99% in Fiscal 2023 to 10.07% in Fiscal 2024. The reasons observed for
ebbs in ROCE (%) is due to the increase in our total borrowings by 89.07% from ₹ 1,889.32 million in Fiscal 2023 to
₹ 3,572.13 million in Fiscal 2024.
Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between
companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting
its usefulness as a comparative metric. Although Non-GAAP Measures are not a measure of performance calculated
in accordance with applicable accounting standards, our Company’s management believes that it is useful to an
investor in evaluating us because it is a widely used measure to evaluate a company’s operating performance. See
‘Risk Factors – Certain non-GAAP financial measures and certain other statistical information relating to our
operations and financial performance such as EBITDA, EBITDA margin, return on capital employed, PAT margin
and return on equity, fixed asset turnover ratio and inventory turnover ratio have been included in this Red Herring
406Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by
Ind AS and may not be comparable.’ on page 66.
PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS
Income
Income comprises revenue from operations and other income.
Revenue from operations
Revenue from operations comprises:
(i) Sale of products; and
Set out below is a reconciliation of revenue from sale of products with contract price.
(in ₹ million)
Particulars Financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Contract Price (Gross) 9,107.78 6,009.88 4,832.09
Less: Trade Discount on sales return 50.18 29.27 18.13
Contract Price (Net of Return)* 9,057.60 5,980.61 4,813.96
Less: Discounts and Incentives 77.38 73.98 64.62
Revenue from Sales of Goods 8,980.22 5,906.63 4,749.34
* Represents sale of products before deducting discounts and incentives but net of returns.
(ii) Other operating revenue:
a. Sales of scrap and other items;
b. Export incentives; and
c. Reimbursement of GST as subsidy.
Other income
Other income comprises (i) interest income (ii) rent income, (iii) insurance claims, (iv) gain on restatement of
investments measured at FVTPL (v) gain on foreign exchange transactions (net), (vi) gain on sale of fixed assets, (vii)
gain on sale of mutual funds, (viii) liabilities no longer required to be written back, (ix) commission from financial
guarantee, (x) miscellaneous income, and (xi) reversal of expected credit loss.
Expenses
Our total expenses comprise (i) Cost of materials consumed (ii) Purchase of stock in trade, (iii) changes in inventories
of finished goods and stock in trade, (iv) employee benefits expense, (v) finance costs, (vi) depreciation and
amortization expense and (vii) other expenses.
Cost of materials consumed
Cost of materials consumed comprises the cost of raw material i.e. maize.
Purchase of stock-in-trade
Purchase of traded goods consists primarily of bulk volumes of maize that we purchase that we sell to traders and
Customers.
Changes in inventories of finished goods and stock-in-trade
Changes in inventories of finished goods and stock-in-trade consists of net increases or decreases in inventories of
finished goods, stock in trade and scrap and other items.
407Employee benefits expense
Our employee benefits expenses consist of salaries, wages and bonus (including Director’s remuneration),
contributions to provident and other funds, expenses on ESOP Scheme, gratuity expenses and staff welfare expenses.
Other expenses
Our other expenses comprises of stores and spares consumed, packing material consumed, labour charges, power and
fuel (Net of subsidy), freight and forwarding charges, rent and hire charges, repairs and maintenance of plant &
machinery, building & others, insurance, rates and taxes, travelling and conveyance expenses, payment to auditors,
legal and professional charges, commission, advertisement and publicity, business promotion expenses, donation,
CSR expenses, bad and doubtful debt written off, provision for expected credit loss (including against credit impaired),
security and housekeeping and miscellaneous expenses.
Results of Operations
The following table provides certain information with respect to our results of operations for Fiscal 2025, Fiscal 2024,
and Fiscal 2023 from our Restated Financial Information and each item as a percentage of total income for the years
indicated.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹) in (%) of (₹) in (%) of (₹) in (%) of
million Total million Total million Total
Income Income Income
INCOME
Revenue from operations 9,151.61 99.74 6,000.23 99.82 4,879.55 99.85
Other income 24.15 0.26 10.54 0.18 7.19 0.15
Total income 9,175.76 100.00 6,010.77 100.00 4,886.74 100.00
EXPENSES
Cost of materials consumed 5,308.85 57.86 3,270.28 54.41 2,926.81 59.89
Purchase of Stock in Trade 1,400.49 15.26 1,321.83 21.99 581.32 11.90
Changes in inventories of finished (63.33) (0.69) (270.88) (4.51) (27.17) (0.56)
goods and Stock in trade
Employee benefits expense 246.44 2.69 203.72 3.39 175.10 3.58
Finance costs 373.50 4.07 194.65 3.24 112.45 2.30
Depreciation and amortisation 140.56 1.53 88.27 1.47 75.53 1.55
expense
Other expenses 1,131.26 12.33 911.63 15.17 816.76 16.71
Total expenses 8,537.77 93.05 5,719.50 95.15 4,660.80 95.38
Profit before tax 637.99 6.95 291.27 4.85 225.94 4.62
Tax expense
- Current tax 106.60 1.16 28.53 0.47 37.74 0.77
- Deferred tax 54.71 0.60 41.32 0.69 20.62 0.42
Total Tax Expense 161.31 1.76 69.85 1.16 58.36 1.19
Profit for the year 476.68 5.19 221.42 3.68 167.58 3.43
Other comprehensive
income/(loss) for the year
Item that will not be subsequently
reclassified to profit or loss
(a) Re-measurement gains/(losses) 2.11 0.02 0.75 0.01 0.62 0.01
on defined benefit obligations
(b) Income tax effect on above (0.53) 0.01 (0.19) 0.00 (0.16) 0.00
408Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹) in (%) of (₹) in (%) of (₹) in (%) of
million Total million Total million Total
Income Income Income
Total other comprehensive 1.58 0.02 0.56 0.01 0.46 0.01
income/(loss), net of tax
Total comprehensive income for 478.26 5.21 221.98 3.69 168.04 3.44
the year
Fiscal 2025 compared with Fiscal 2024
Total income
Our total income increased by 52.66% from ₹ 6,010.77 million in Fiscal 2024 to ₹ 9,175.76 million in Fiscal 2025
primarily due to an increase in our revenue from operations from ₹ 6,000.23 million to ₹ 9,151.61 million.
Revenue from operations
Our revenue from operations increased by 52.52% from ₹ 6,000.23 million in Fiscal 2024 to ₹ 9,151.61 million in
Fiscal 2025 primarily on account of an increase in sale of products from ₹ 5,906.63 million to ₹ 8,980.22 million. The
aforementioned increase was on account of an increase in the sale of (i) manufactured goods from ₹ 4,826.94 million
in Fiscal 2024 to ₹ 7,454.73 million in Fiscal 2025, and (ii) traded goods from ₹ 1,079.69 million in Fiscal 2024 to ₹
1,525.49 million in Fiscal 2025.
Other income
Our other income increased from 129.13% from ₹ 10.54 million in Fiscal 2024 to ₹ 24.15 million in Fiscal 2025.
Total expenses
Our total expenses increased by 49.27% from ₹ 5,719.50 million in Fiscal 2024 to ₹ 8,537.77 million in Fiscal 2025
primarily due to an increase in our (i) cost of materials consumed from ₹ 3,270.28 million in Fiscal 2024 to ₹ 5,308.85
million in Fiscal 2025, (ii) purchase of stock-in-trade from ₹ 1,321.83 million in Fiscal 2024 to ₹ 1,400.49 million in
Fiscal 2025, (iii) finance costs from ₹ 194.65 million in Fiscal 2024 to ₹ 373.50 million in Fiscal 2025, and (iv) other
expenses from ₹ 911.63 million in Fiscal 2024 to 1,131.26 million in Fiscal 2025.
Cost of materials consumed
Our cost of materials consumed increased by 62.34% from ₹ 3,270.28 million in Fiscal 2024 to ₹ 5,308.85 million in
Fiscal 2025 due to an increase in consumption of our primary raw material i.e. maize, commensurate with the increase
in our revenue from manufactured goods.
Purchases of stock-in-trade
Our purchases of stock-in-trade marginally increase by 5.95% from ₹ 1,321.83 million in Fiscal 2024 to ₹ 1,400.49
million in Fiscal 2025 due to increase in purchase of our primary raw material maize, commensurate with the increase
in sale from traded goods.
Changes in inventories of finished goods and stock-in-trade
Our change in inventories of finished goods and stock-in-trade moved from ₹ (270.88) million in Fiscal 2024 to ₹
(63.33) million in Fiscal 2025. The table below depicts the movement in our inventories of finished goods and stock-
in-trade.
(in ₹ million)
Particulars Fiscal 2025 Fiscal 2024
Inventory at the end of the year
409Particulars Fiscal 2025 Fiscal 2024
Finished goods 207.96 60.80
Stock in trade 180.97 266.84
Scrap and Other Items 2.62 0.58
391.55 328.22
Inventories at the beginning of the year
Finished goods 60.80 55.60
Stock in trade 266.84 -
Scrap and Other Items 0.58 1.74
328.22 57.34
Changes in inventories (63.33) (270.88)
Employee benefits expense
Our employee benefits expense increased by 20.97% from ₹ 203.72 million in Fiscal 2024 to ₹ 246.44 million in
Fiscal 2025 primarily due to an increase in salaries, wages and bonus (including directors’ remuneration) from ₹
176.27 million in Fiscal 2024 to ₹ 206.26 million in Fiscal 2025 due to an increase in the number of employees from
410 to 469, and expenses on ESOP Scheme (which was approved by our Board and our shareholders on November 4,
2024) of ₹ 12.23 million during Fiscal 2025.
Finance costs
Our finance costs increased by 91.88% from ₹ 194.65 million in Fiscal 2024 to ₹ 373.50 million in Fiscal 2025 due
to (i) increase in interest expense on borrowing from ₹ 294.44 million in Fiscal 2024 to ₹ 451.43 million in Fiscal
2025; (ii) increase in interest expenses to others (i.e. Interest paid to MSME creditors for delay in payment) from ₹ nil
in Fiscal 2024 to ₹ 0.52 million in Fiscal 2025; (iii) increase in other borrowing costs from ₹ 24.37 million in Fiscal
2024 to ₹ 29.04 million in Fiscal 2025; and (iv) decrease in interest capitalised from ₹ 95.32 million in Fiscal 2024 to
₹ 75.12 million in Fiscal 2025. This was partially offset by (i) increase in interest subsidy from Government from ₹
37.94 million in Fiscal 2024 to 38.86 million in Fiscal 2025; (ii) decrease in interest on lease liabilities from ₹ 5.16
million in Fiscal 2024 to ₹ 4.82 million in Fiscal 2025; and (iii) decrease in interest expense on income tax from ₹
3.94 million in Fiscal 2024 to ₹ 1.67 million in Fiscal 2025. The increase in interest expense on borrowings was on
account of increase in (i) secured term loans from banks and non-banking financial companies from ₹ 1,367.36 million
as at March 31, 2024 to ₹ 2,652.19 million as at March 31, 2025, and (ii) working capital loan from ₹ 739.51 million
as at March 31, 2024 to ₹ 1,528.90 million as at March 31, 2025.
Depreciation and amortization expense
Our depreciation and amortization expense increased by 59.24% from ₹ 88.27 million in Fiscal 2024 to ₹ 140.56
million in Fiscal 2025. This was primarily due to an increase in gross value of (i) plant and equipment from ₹ 1,928.25
million as at March 31, 2024 to ₹ 2,412.49 million as at March 31, 2025, and (ii) buildings from ₹ 839.43 million as
at March 31, 2024 to ₹ 1,165.53 million as at March 31, 2025, resulting in increase in depreciation on tangible assets
from ₹ 83.09 million in Fiscal 2024 to ₹ 135.34 million in Fiscal 2025.
Other expenses
Our other expenses increased by 24.09% from ₹ 911.63 million in Fiscal 2024 to ₹ 1,131.26 million in Fiscal 2025
primarily due to an increase our (i) power and fuel expense (net of subsidies from the government) from ₹ 471.70
million in Fiscal 2024 to ₹ 503.12 million in Fiscal 2025, (ii) freight and forwarding charges from ₹ 190.18 million in
Fiscal 2024 to ₹ 269.29 million in Fiscal 2025, (iii) stores and spares consumed from ₹ 34.10 million in Fiscal 2024
to ₹ 45.88 million in Fiscal 2025, (iv) labour charges from ₹ 52.54 million in Fiscal 2024 to ₹ 85.72 million in Fiscal
2025, (v) packing material consumed from ₹ 55.27 million in Fiscal 2024 to ₹ 97.43 million in Fiscal 2025, (vi) repairs
and maintenance (on plant and machinery, building and others) from ₹ 25.44 million in Fiscal 2024 to ₹ 43.98 million
in Fiscal 2025, and (vii) legal and professional charges from ₹ 12.81 million in Fiscal 2024 to ₹ 16.19 million in Fiscal
2025, which was partially offset by a decrease primarily due to decrease in (i) rates and taxes from ₹ 4.95 million in
410Fiscal 2024 to ₹ 4.35 million in Fiscal 2025, (ii) commission from ₹ 9.58 million in Fiscal 2024 to ₹ 7.82 million in
Fiscal 2025, and (iii) business promotion expenses from ₹ 4.10 million in Fiscal 2024 to ₹ 3.08 million in Fiscal 2025.
Profit before tax
On account of the foregoing our profit before tax increased by 119.04% from ₹ 291.27 million in Fiscal 2024 to ₹
637.99 million in Fiscal 2025.
Tax expense
Our tax expense increased from ₹ 69.85 million in Fiscal 2024 to ₹ 161.31 million in Fiscal 2025 due to an increase
in current tax expense from ₹ 28.53 million in Fiscal 2024 to ₹ 106.60 million in Fiscal 2025 and deferred tax expense
from ₹ 41.32 million in in Fiscal 2024 to ₹ 54.71 million in Fiscal 2025.
Profit after tax for the year
As a result of the foregoing our profit after tax for the year increased by 115.28% from ₹ 221.42 million in Fiscal 2024
to ₹ 476.68 million to Fiscal 2025.
Fiscal 2024 compared with Fiscal 2023
Total income
Our total income increased by 23.00% from ₹ 4,886.74 million in Fiscal 2023 to ₹ 6,010.77 million in Fiscal 2024
primarily due to an increase in our revenue from operations from ₹ 4,879.55 million to ₹ 6,000.23 million.
Revenue from operations
Our revenue from operations increased by 22.97% from ₹ 4,879.55 million in Fiscal 2023 to ₹ 6,000.23 million in
Fiscal 2024 primarily on account of an increase in sale of products from ₹ 4,749.34 million to ₹ 5,906.63 million. The
aforementioned increase was on account of an increase in the sale of (i) manufactured goods from ₹ 4,155.25 million
in Fiscal 2023 to ₹ 4,826.94 million in Fiscal 2024, and (ii) traded goods from ₹ 594.09 million in Fiscal 2023 to ₹
1,079.69 million in Fiscal 2024.
Other income
Our other income increased by 46.59% from ₹ 7.19 million in Fiscal 2023 to ₹ 10.54 million in Fiscal 2024.
Total expenses
Our total expenses increased by 22.71% from ₹ 4,660.80 million in Fiscal 2023 to ₹ 5,719.50 million in Fiscal 2024
primarily due to an increase in our (i) cost of materials consumed from ₹ 2,926.81 million in Fiscal 2023 to ₹ 3,270.28
million in Fiscal 2024, and (ii) purchase of stock-in-trade from ₹ 581.32 million in Fiscal 2023 to ₹ 1,321.83 million
in Fiscal 2024.
Cost of materials consumed
Our cost of materials consumed increased by 11.74% from ₹ 2,926.81 million in Fiscal 2023 to ₹ 3,270.28 million in
Fiscal 2024 due to an increase in consumption of our primary raw material i.e. maize, commensurate with the increase
in our revenue from manufactured goods.
Purchases of stock-in-trade
Our purchases of stock-in-trade increase by 127.38% from ₹ 581.32 million in Fiscal 2023 to ₹ 1,321.83 million in
Fiscal 2024 due to increase in purchase of our primary raw material maize, commensurate with the increase in sale
from traded goods.
411Changes in inventories of finished goods and stock-in-trade
Our change in inventories of finished goods and stock-in-trade moved from ₹ (27.17) million in Fiscal 2023 to ₹
(270.88) million in Fiscal 2024. The table below depicts the movement in our inventories of finished goods and stock-
in-trade.
(in ₹ million)
Particulars Fiscal 2024 Fiscal 2023
Inventory at the end of the year
Finished goods 60.80 55.60
Stock in trade 266.84 -
Scrap and Other Items 0.58 1.74
328.22 57.34
Inventories at the beginning of the year
Finished goods 55.60 30.17
Stock in trade - -
Scrap and Other Items 1.74 -
57.34 30.17
Changes in inventories (270.88) (27.17)
Employee benefits expense
Our employee benefits expense increased by 16.34% from ₹ 175.10 million in Fiscal 2023 to ₹ 203.72 million in
Fiscal 2024 primarily due to an increase in salaries, wages and bonus (including directors’ remuneration) from ₹
157.75 million to ₹ 176.27 million due to an increase in the number of employees from 372 to 410.
Finance costs
Our finance costs increased by 73.10% from ₹ 112.45 million in Fiscal 2023 to ₹ 194.65 million in Fiscal 2024 due
to (i) increase in interest expense on borrowing from ₹ 165.86 million in Fiscal 2023 to ₹ 294.44 million in Fiscal
2024; (ii) decrease in interest subsidy from government from ₹ 67.28 million in Fiscal 2023 to ₹ 37.94 million in
Fiscal 2024. This was partially offset by increase in Interest capitalised from ₹ 21.21 million in Fiscal 2023 to 95.32
million in Fiscal 2024. The increase in Interest expense on borrowings was on account of increase in (i) secured term
loans from banks and non-banking financial companies from ₹ 992.51 million as at March 31, 2023 to ₹ 1,367.36
million as at March 31, 2024, (ii) unsecured loans from related parties from ₹ 270.37 million as at March 31, 2023 to
₹ 1,460.24 million as at March 31, 2024, and (iii) working capital loan from ₹ 421.96 million as at March 31, 2023 to
₹ 739.51 million as at March 31, 2024.
Depreciation and amortization expense
Our depreciation and amortization expense increased by 16.87% from ₹ 75.53 million in Fiscal 2023 to ₹ 88.27 million
in Fiscal 2024. This was primarily due to an increase in gross value of (i) plant and equipment from ₹ 998.74 million
as at March 31, 2023 to ₹ 1,928.25 million as at March 31, 2024, and (ii) buildings from ₹ 525.93 million as at March
31, 2023 to ₹ 839.43 million as at March 31, 2024, resulting in increase in depreciation on tangible assets from ₹ 67.91
million in Fiscal 2023 to ₹ 83.09 million in Fiscal 2024.
Other expenses
Our other expenses increased by 11.62% from ₹ 816.76 million in Fiscal 2023 to ₹ 911.63 million in Fiscal 2024
primarily due to an increase our (i) power and fuel expense (net of subsidies from the government) from ₹ 447.47
million in Fiscal 2023 to ₹ 471.70 million in Fiscal 2024, (ii) freight and forwarding charges from ₹ 140.95 million in
Fiscal 2023 to ₹ 190.18 million in Fiscal 2024, (iii) stores and spares consumed from ₹ 19.93 million in Fiscal 2023
to ₹ 34.10 million in Fiscal 2024, and (iv) labour charges from ₹ 42.11 million in Fiscal 2023 to ₹ 52.54 million in
Fiscal 2024, which was partially offset by a decrease primarily repairs and maintenance expense of plant and
412machinery from ₹ 24.08 million in Fiscal 2023 to ₹ 12.24 million in Fiscal 2024, and travelling and conveyance
expense from ₹ 11.95 million in Fiscal 2023 to ₹ 9.71 million in Fiscal 2024.
Profit before tax
On account of the foregoing our profit before tax increased by 28.91% from ₹ 225.94 million in Fiscal 2023 to ₹
291.27 million in Fiscal 2024.
Tax expense
Our tax expense increased from ₹ 58.36 million in Fiscal 2023 to ₹ 69.85 million in Fiscal 2024 due to an increase in
deferred tax expense from ₹ 20.62 million to ₹ 41.32 million which was partially offset by a decrease in our current
tax from ₹ 37.74 million to ₹ 28.53 million.
Profit after tax for the year
As a result of the foregoing our profit after tax for the year increased by 32.13% from ₹ 167.58 million in Fiscal 2023
to ₹ 221.42 million to Fiscal 2024.
Liquidity and capital resources
As on March 31, 2025, our Company had a sum aggregating ₹ 537.88 million in cash and cash equivalents (balance
with banks in current accounts/cash credit accounts) and earmarked deposits with bank in form of debt service reserve
account and fixed deposits equivalent to 3 months of debt obligations.
Historically, our Company has been able to finance the growth of our business through the funds generated from our
operations, debt facilities from banks, and equity infusion. Our Company believes that it will have sufficient capital
to meet its anticipated capital requirements for working capital requirements for the 12 months following the date of
this Red Herring Prospectus.
The following table sets forth certain information concerning our cash flows for Fiscal 2025, Fiscal 2024, and Fiscal
2023:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash flow from / (used in) operating activities (A) (112.01) (225.14) 346.29
Net cash (used in) investing activities (B) (1,279.92) (1,063.08) (693.78)
Net cash flow from financing activities (C) 1,723.12 1,485.06 347.56
Net increase/(decrease) in cash and cash equivalents (A+B+C) 331.19 196.84 0.07
Cash flow from operating activities
Fiscal 2025
Our net cash flow used in operating activities in the Fiscal 2025 was ₹ 112.01 million. While our profit before tax was
₹ 637.99 million, our operating profit before working capital changes was ₹ 1,149.47 million primarily due to
depreciation and amortisation expense of ₹ 135.51 million, depreciation on right to use assets ₹ 5.05 million, finance
cost of ₹ 368.68 million, and expenses on ESOP Scheme of ₹ 12.23 million. Working capital changes included an
increase primarily in (i) trade receivables of ₹ 91.70 million, (ii) inventories of ₹ 612.67 million, (iii) other financial
and non financial assets of ₹ 391.52 million, and decrease in (i) trade payables of ₹ 63.18 million, and (ii) decrease in
other financial and non financial liabilities of ₹ 10.81 million. This was further adjusted by taxes paid (net of refund)
of ₹ 91.60 million.
Fiscal 2024
Our net cash flow used in operating activities in the Fiscal 2024 was ₹ 225.14 million. While our profit before tax was
₹ 291.27 million, our operating profit before working capital changes was ₹ 572.21 million primarily due to
413depreciation and amortisation expense of ₹ 83.22 million, depreciation on right to use assets ₹ 5.05 million and finance
cost of ₹ 189.49 million. Working capital changes included an increase in Fiscal 2024 primarily in (i) trade receivables
of ₹ 548.67 million, (ii) inventories of ₹ 265.66 million, and (iii) other financial and non-financial assets of ₹ 83.84
million, and due to decrease in other financial and non financial liabilities of ₹ 4.68 million which was partially offset
by an increase in trade payables of ₹ 141.14 million. This was further adjusted by taxes paid (net of refund) of ₹ 35.64
million.
Fiscal 2023
Our net cash flow generated from operating activities in the Fiscal 2023 was ₹ 346.29 million. While our profit before
tax was ₹ 225.94 million, our operating profit before working capital changes was ₹ 413.78 million primarily due to
depreciation and amortisation expense of ₹ 68.05 million, depreciation on right to use assets ₹7.48 million and finance
cost of ₹ 107.87 million. Working capital changes included an increase in Fiscal 2023 primarily in (i) trade receivables
of ₹ 376.41 million and (ii) other financial and non financial assets of ₹ 75.96 million which was partially offset by
an increase inter alia in trade payables of ₹ 247.46 million, decrease in inventories of ₹ 219.76 million and increase
in other financial and non financial liabilities of ₹ 9.84 million. This was further adjusted by taxes paid (net of refund)
of ₹ 92.18 million.
Cash flow from investing activities
Fiscal 2025
Our net cash flow used in investing activities in Fiscal 2025, was ₹ 1,279.92 million which comprised payment for
acquisition of property, plant and equipment, CWIP and intangible assets of ₹ 1,280.91 million and investment in
fixed deposit of ₹ 8.93 million which was partially offset by proceeds from redemption of mutual funds of ₹ 9.24
million and interest received of ₹ 0.68 million.
Fiscal 2024
Our net cash flow used in investing activities in Fiscal 2024, was ₹ 1,063.08 million which comprised primarily
payment for acquisition of property, plant and equipment, CWIP and intangible assets of ₹ 1,049.74 million and
investment in mutual fund of ₹ 14.92 million which was partially offset by proceeds from sale / disposal of fixed assets
of ₹ 1.34 million and interest received of ₹ 0.24 million.
Fiscal 2023
Our net cash flow used in investing activities in Fiscal 2023, was ₹ 693.78 million which comprised primarily payment
for acquisition of property, plant and equipment, CWIP and intangible assets of ₹ 695.89 million which was partially
offset by proceeds from sale / disposal of fixed assets of ₹ 0.02 million, capital subsidy of ₹ 1.84 million and interest
received of ₹ 0.25 million.
Cash flow from financing activities
Fiscal 2025
Our net cash from financing activities for Fiscal 2025 was ₹ 1,723.12 million which comprised primarily proceeds
from (i) non-current borrowings from banks and NBFCs, (ii) non-current borrowings from related parties and others
(net), and (iii) current borrowing from banks and NBFCs (net), of ₹ 1,621.09 million, ₹ 24.13 million and, ₹ 789.39
million, respectively, which was partially offset by repayment of (i) non-current borrowings from banks and NBFCs
of ₹ 336.26 million, and (ii) interest paid of ₹ 366.58 million.
Fiscal 2024
Our net cash from financing activities for Fiscal 2024 was ₹ 1,485.06 million which comprised primarily proceeds
from (i) non-current borrowings from banks and NBFCs, (ii) non-current borrowings from related parties and others
(net), and (iii) current borrowing from banks and NBFCs (net), of ₹ 790.42 million, ₹ 1,030.61 million and, ₹ 317.55
414million, respectively, which was partially offset by repayment of (i) non-current borrowings from banks and NBFCs
of ₹ 455.78 million, and (ii) interest paid of ₹ 189.09 million
Fiscal 2023
Our net cash from financing activities for Fiscal 2023 was ₹ 347.56 million which comprised primarily proceeds from
(i) non-current borrowings from banks and NBFCs, (ii) current borrowing from banks and NBFCs (net) and (iii) issue
of equity shares (Including share premium) of ₹ 369.12 million, and ₹ 190.34 million and ₹ 40.46 million, respectively,
which was partially offset by (i) repayment of non-current borrowings from banks and NBFCs of ₹ 97.28 million, (ii)
interest paid of ₹ 109.16 million, and (iii) dividend paid of ₹ 28.76 million.
Capital Expenditure
Set out below are the details of the capital expenditure of our Company during Fiscal 2025, Fiscal 2024, and Fiscal
2023:
(Amounts in ₹ million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Capital Expenditure 1,156.29 1,290.75 624.01
Nature and Purpose Capital Expenditure for Capital Expenditure for Capital expenditure for
freehold land, buildings, freehold land, plant and freehold land, plant and
plant and machinery, office machinery and electrical and machinery and electrical and
equipment, electrical other expenditures, other expenditures,
installation building, electrical building, electrical
equipment, silos, plant equipment, preliminary and
infrastructure and dryer. preoperative expenditures.
Justification Capacity building, increase Capacity building, increase Capacity building and
storage, infrastructure and storage, infrastructure and purchase of additional
purchase of additional assets purchase of additional assets.
assets.
Board Approval date November 4, 2024 April 1, 2021, and April 1, 2020, and April 1,
December 21, 2023 2021
FINANCIAL INDEBTEDNESS
As of June 30, 2025, our total sanctioned and outstanding indebtedness was ₹ 8,734.60 million and ₹ 5,611.53 million,
respectively. For further details of our indebtedness, see ‘Financial Indebtedness’ on page 378.
CONTINGENT LIABILITIES AND COMMITMENTS
Set out below are the contingent liabilities and capital commitments as on March 31, 2025, March 31, 2024, and
March 31, 2023.
(in ₹ million)
Particulars As at March As at March As at March 31,
31, 2025 31, 2024 2023
Contingent Liabilities
Demands/claims by various government authorities
and other claims not acknowledged as debts:
- Goods and Service Tax - - 1.62
- Income tax 23.29 23.29 23.29
Guarantee
Guarantees to financial institutions against credit - 232.14 -
facilities extended to third parties
Total 23.29 255.43 24.91
415Particulars As at March As at March As at March 31,
31, 2025 31, 2024 2023
Capital commitments
Estimated amount of contracts remaining to be 1,169.12 71.03 208.28
executed on Capital Account (Net of advances)
SELECT ITEMS FROM OUR STATEMENT OF ASSETS AND LIABILITIES
Current Assets
(in ₹ million)
Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023
(a) Inventories 1,183.45 570.78 305.12
(b) Financial assets
(i) Investments - 11.19 -
(ii) Trade receivables 1,368.72 1,267.35 719.37
(iii) Cash and cash equivalents 528.95 197.76 0.92
(iv) Bank Balances other than (iii) above 8.93 - -
(v) Other Financial Asset 125.14 58.36 115.77
(c) Current tax assets 3.17 3.17 0.52
(d) Other Current Assets 562.92 244.33 105.00
Total Current Assets 3,781.28 2,352.94 1,246.70
Current Liabilities
(in ₹ million)
Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023
(a) Financial liabilities
(i) Borrowings 2,027.01 1,059.81 637.29
(ii) Lease liabilities 4.22 3.83 1.18
(iii) Trade payables
- total outstanding dues of micro 0.75 14.00 8.71
enterprises and small enterprises
- total outstanding dues of creditors 479.32 533.03 398.51
other than micro enterprises and small
enterprises
(iv) Other Financial Liabilities 327.74 174.10 71.41
(b) Other current liabilities 15.10 19.60 30.53
(c) Provisions 0.97 0.42 0.32
(d) Current Tax Liability (Net) 16.38 1.38 5.84
Total current liabilities 2,871.49 1,806.17 1,153.79
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or which we believe are reasonably likely to have a
current or future effect on our financial condition, changes in financial condition, revenue or expenses, operating
results, liquidity, capital expenditure or capital resources.
Related Party Transactions
416We have engaged in the past, and may engage in the future, in transactions with related parties, including with our
Promoters, Directors, KMP and Group Companies on an arm’s length basis, in compliance with applicable law. Such
transactions could be for remuneration to directors and KMP, loans availed from such related parties, rent, purchase
of land etc. For further details of our related party transactions, please see ‘Restated Financial Information – Note 46
– Related Party Disclosures’ on page 364.
Summary of reservations or qualifications or matters of emphasis or adverse remarks of auditors
Except as set out below there are no reservations, qualifications or matters of emphasis in our Restated Financial
Information.
Matter of Emphasis
We draw attention to Note 55 of the financial statements which states that the Company has not complied with the
provisions of section 149, 177 and 178 of the Act with respect to appointment of Independent Directors, constitution
of audit committee and remuneration committee during the year ended March 31, 2023. However, as stated in the
note the same has been complied with by the company subsequently on appointment of requisite number of
Independent Directors on April 10, 2023 and constitution of the committees with effect from May 23, 2023 and July
17, 2023.
Our opinion on the financial statements is not modified in respect of the above matter.
Change in accounting policies
Other than as disclosed in the Restated Financial Information, there have been no changes in accounting policies in
immediately preceding last 3 Fiscals.
Quantitative and Qualitative Disclosures about Financial Risk
Financial management of our Company has been receiving attention of our top management. Our management
considers finance as the lifeline of the business and, therefore, financial management is carried out meticulously on
the basis of detailed management information systems and reports at periodical intervals extending from daily reports
to long-term plans. Importance is laid on liquidity and working capital management with a view to reduce over-
dependence on borrowings and reduction in interest cost. Various kinds of financial risks and their mitigation plans
are as follows:
A. Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. Our Company is exposed to credit risk from its operating activities (primarily trade
receivables). On account of adoption of Ind AS 109, our Company uses an expected credit loss model to assess the
impairment loss.
a. Trade Receivables
Customer credit risk is managed by our Company’s established policy, procedures and control relating to customer
credit risk management. Outstanding customer receivables are regularly monitored and reconciled. Based on historical
trend, industry practice and the business environment in which we operate, an impairment analysis is performed at
each reporting date for trade receivables.
b. Other Financial Assets
Credit risk on cash and cash equivalent, deposits with the banks/financial institutions is generally low as the said
deposits have been made with the banks/financial institutions who have been assigned high credit rating by
international and domestic rating agencies.
B. Liquidity Risk
417Our Company's objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements at all
times. Our Company relies on a mix of borrowings and excess operating cash flows to meet the need for funds. Our
Company monitors rolling forecasts of liquidity requirements to ensure we have sufficient cash to meet operational
needs.
For maturity analysis for our financial liabilities see ‘Restated Financial Information - Note 47 - Financial Risk
Management’, on page 367.
C. Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises of foreign exchange risk and interest rate risk.
a. Foreign Exchange Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. Our Company’s exposure to the risk of changes in foreign exchange rates relates primarily
to our Company’s operating activities. Our Company has a treasury department which monitors the foreign exchange
fluctuations on the continuous basis and advises the management of any material adverse effect on our Company.
Set out in the table blow is our exposure to foreign currency in USD at the end of the reporting period expressed in ₹.
(in ₹ million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Financial Assets
- Trade Receivables 17.45 101.65 14.76
Net Exposure 17.45 101.65 14.76
b. Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market rates. Our Company's exposure to the risk of changes in market interest rate relates primarily to our
borrowing with floating interest rates. Set out in the table below is a break-up of our exposure to interest rate risk.
(in ₹ million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Financial Liability
- Fixed rate instruments 889.39 1,465.26 474.85
- Variable rate instruments 4,181.09 2,106.87 1,414.47
Seasonality / Cyclicality of business
The primary raw material required for the manufacturing of our products i.e., maize, is seasonal. The sowing and
harvesting seasons have a significant impact on the demand and supply of maize. We purchase and stock maize during
the harvesting season when its available in abundance. Our raw material inventory as at March 31, 2025, March 31,
2024, and March 31, 2023, which was ₹ 672.42 million, ₹ 141.99 million, and ₹ 161.52 million, respectively. Please
see ‘Restated Financial Information – Note 10’ at page 344.
Unusual or infrequent events or transaction
Except as set out in this Red Herring Prospectus, there have been, to our knowledge, no unusual or infrequent events
or transactions that have in the past, or may in the future, affect our business operations or future financial performance.
418Extent to which material increases in net sales or revenue are due to increased sales volume, and increased sales
prices
The reasons for the increase in revenue from operations and total income has been described above under ‘Fiscal 2025
compared with Fiscal 2024’ and ‘Fiscal 2024 compared with Fiscal 2023’, on pages 409 and 411, respectively.
Total turnover of each major industry segment in which our Company operated
We are a maize based specialty products manufacturer and we operate only in one segment viz., ‘manufacture of maize
starch.’
Significant dependence on a single or few suppliers or Customers
For details of our dependence on a few suppliers or customers see ‘Risk Factors - We cater to diverse set of customers,
however, our top 10 customers contribute a majority of our sales, and the loss of such customers or a substantial
reduction in purchases by such customers will have a material adverse impact on our business, results of operations
and financial condition’ and ‘Purchase of maize from our top 10 vendors constituted more than 83% of our total cost
of purchase of maize, in each of the financial periods disclosed, and we typically do not enter into long-term contracts
or arrangements with such vendors. Any loss of such vendors/suppliers or any increase in the price could have adverse
impact on our business and our revenue.’ on pages 42 and 36, respectively.
Significant economic changes that materially affect or are likely to affect income from continuing operations
Other than as described above, and in the chapters ‘Risk Factors’ and ‘Our Business’ on pages 36 and 238,
respectively, 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.
Known Trends or Uncertainties
Our business has been, and we expect will continue to be, subject to trends and factors identified above in this chapter
under the sub-heading ‘Significant factors affecting our financial condition and results of operations’ on page 387
and the uncertainties described in the section ‘Risk Factors’ on page 36.
Future Relationships between Costs and Income
Other than as described in ‘Risk Factors’, ‘Our Business’ and in this chapter ‘Management’s Discussion and Analysis
of Financial Condition and Results of Operations’ on pages 36, 238 and 382, respectively, to our knowledge, there
are no known factors that may have a material adverse impact on our business, results of operations and financial
condition.
New Services or Business Segments
Except as disclosed in this Red Herring Prospectus, we have not announced and do not expect to announce any new
services or business segments in the near future.
Significant Developments after April 1, 2025 that may affect our results of operations
Except as disclosed in this Red Herring Prospectus, there are, to our knowledge, no significant developments after the
date of the last financial statements contained in this Red Herring Prospectus which materially and adversely affects,
or is 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.
419SECTION VII: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no outstanding (a) criminal proceedings (including first information
reports even if no cognizance has been taken by any court) involving our Company, our Directors, and our
Promoters, or our Group Company; (b) actions (including all penalties and show cause notices) by any statutory or
regulatory authorities involving our Company, our Directors, or our Promoters,; (c) disciplinary action including
penalty imposed by SEBI or stock exchanges against our Promoters in the last 5 Fiscals including outstanding
actions; (d) claim involving our Company, our Directors, and our Promoters, for any direct or indirect tax liabilities
(disclosed in a consolidated manner giving the total number of claims and total amounts involved); (e) criminal
proceedings involving our Key Managerial Personnel and members of Senior Management and actions by
regulatory authorities and statutory authorities against any of our Key Managerial Personnel and members of
Senior Management (f) other pending litigations involving our Company, our Directors, or our Promoters (other
than proceedings covered under (a) to (e) above) which have been determined to be material pursuant to the
materiality policy approved by our Board in its meeting held on July 24, 2025 (Materiality Policy) (as disclosed
herein below).
In terms of the Materiality Policy, all outstanding litigation/ arbitration proceedings (other than those covered under
(a) - (e) above) involving our Company, its Directors and its Promoters, shall be considered ‘material’ and disclosed
in the Offer Documents: (i) if the aggregate monetary amount of claim made by or against the entity or person in any
such pending proceeding exceeds 2% of the turnover of our Company as per the latest audited restated financial
information of our Company i.e., ₹ 183.03 million or 2% of the net worth of our Company as per the latest audited
restated financial information of our Company i.e., ₹ 47.08 million or 5% of average absolute value of profit or loss
after tax of our Company as per the last three audited restated financial information of our Company i.e., ₹ 14.43
million whichever is lower, to be included in the Offer Documents; or (ii) where monetary liability is not determinable
or quantifiable for any other outstanding proceeding, or which does not fulfil the financial threshold specified in (i)
above, but the outcome of any such pending proceeding may have a material adverse effect on the business, operations,
performance, prospects, position or reputation of our Company; or (iii) litigations where the decision in one litigation
is likely to affect the decision in similar litigations, even though the amount involved in any individual litigation may
not exceed the materiality threshold.
Pre-litigation notices received by our Company, its Directors, its Promoters, its KMPs / members of Senior Management
or its Group Companies, from third parties (excluding notices from statutory, regulatory or tax authorities or notices
threatening criminal action) shall not be evaluated for materiality until our Company, its Directors, its Promoters, its
KMPs / members of Senior Management or its Group Companies, is impleaded in proceedings before any judicial/
arbitral forum.
Further, as per the requirements of SEBI ICDR Regulations, our Company shall also disclose such outstanding
litigation (involving first information reports) involving the group companies which has a material impact (as
determined by our Board) on our Company.
Except as stated in this section, there are no material outstanding dues to creditors of our Company. For this purpose,
our Board, in its meeting held on July 24, 2025, has considered and adopted the Materiality Policy for identification
of material outstanding dues to creditors. In terms of our Materiality Policy, creditors of our Company to whom an
amount having a monetary value exceeds 5 % of the total trade payables of our Company as on the last date of the
Restated Financial Information as disclosed in this Red Herring Prospectus are considered material. The trade
payables of our Company as on March 31, 2025 was ₹ 480.07 million. In addition, outstanding dues as on March 31,
2025, owed by our Company to micro, small and medium enterprises in terms of Section 2 of the Micro, Small and
Medium Enterprises Development Act, 2006 and creditors other than micro, small and medium enterprises and
Material Creditors have been disclosed in this section.
Unless stated to the contrary, the information provided below is as of the date of this Red Herring Prospectus.
I. Litigation involving our Company
420A. Litigations against our Company
i. Criminal proceedings
As on the date of this RHP, there are no outstanding criminal proceedings against our Company.
ii. Outstanding actions by statutory and/or regulatory authorities
As on the date of this RHP, there are no outstanding actions by statutory and/or regulatory authorities
against our Company.
iii. Tax proceedings
Nature of the case Number of cases Total amount involved*
(in ₹ million)
Direct tax litigations 1 23.29
Indirect tax litigations Nil Nil
Total 1 23.29
*To the extent quantifiable and ascertainable
iv. Material outstanding litigations
As on the date of this RHP, there are no material outstanding litigation by our Company.
B. Litigation initiated by our Company
i. Criminal proceedings
a. Our Company has filed a complaint bearing number C.S.Case No. 24357 of 2021 dated April 5,
2021 before the learned Chief Metropolitan Magistrate at Kolkata (Complaint) against Suchi Paper
Mills Limited, Lalit Kumar Agarwal, Aditya Chemtec Private Limited, Aditya Kumar Sharma
(collectively, Accused) under Section 138 read with Section 141 of the Negotiable Instruments Act,
1881. Our Company has claimed for a recovery of ₹ 0.31 million in the Complaint. Currently, the
matter is pending before Chief Metropolitan Magistrate at Kolkata.
ii. Material outstanding litigations
a. Our Company has filed an application under Regulation 7 of the Insolvency and Bankruptcy Board
of India (Fast Track Insolvency Resolution Process for Corporate Persons) Regulations, 2017 dated
January 31, 2020 (Application) before Mr. Divyesh Desai, Interim Resolution Professional /
Resolution Professional (RP) against Ballarpur Industries Limited (Corporate Debtor). The
Corporate Debtor had placed a purchase order with our Company for purchase of maize starch.
However, due to the failure of the Corporate Debtor to pay the amount due to our Company, the
present Application has been filed seeking for a claim of ₹ 18.99 million. Presently, the Application
is pending before the RP.
II. Litigation involving our Promoters
A. Litigations against our Promoters
i. Criminal proceedings
As on the date of this RHP, except as set out below, are no outstanding criminal proceedings against our
Promoters:
The Central Bureau of Investigation, Economic Offences Wing, Mumbai has filed a chargesheet dated
421June 23, 2006 against various persons including one of our Promoters, Anil Kishorepuria alleging
violation of Section 120-B of the Indian Penal Code, 1860 (IPC), read with sections 409, 420, 467, 468,
and 471 of the IPC, and section 13(2) read with section 13(1)(c) and (d) of the Prevention of Corruption
Act, 1988. The basis for the FIR was that Vivek Nagpal, the MD and Chief Promoter of Padmini
Technologies Limited (Padmini), and others, were allegedly engaged in a scheme involving the
preferential allotment of equity shares of Padmini in May / June 1999 (Allotted Shares) to various
allottees (Allottees). It has been alleged that the Allottees received the Allotted Shares without
consideration which were thereafter sold to the various other parties by the Allottees without receipt of
any consideration. The shares of Padmini were subsequently listed on Delhi Stock Exchange and the
actual payment towards purchase of Allotted Shares by most of the Allottees were made on subsequent
days. Currently, the matter is pending before Additional Sessions Judge at Mumbai and the next hearing
is scheduled on August 11, 2025.
ii. Outstanding actions by statutory and/or regulatory authorities
As on the date of this RHP, there are no outstanding actions by statutory and/or regulatory authorities
against our Promoters.
iii. Disciplinary actions including penalty imposed by SEBI or Stock Exchanges in the last 5 Fiscals
As on the date of this RHP, there are no disciplinary actions including penalty imposed by SEBI or Stock
Exchanges in the last 5 Fiscals against our Promoters.
iv. Tax proceedings
Nature of the case Number of cases Total amount involved*
(in ₹ million)
Direct tax litigations Nil Nil
Indirect tax litigations Nil Nil
Total Nil Nil
*To the extent quantifiable and ascertainable
v. Material outstanding litigations
As on the date of this RHP, there are no material outstanding litigations against our Promoters.
vi. Other matters
Pursuant to a common order dated March 31, 2007 of the whole time member of the SEBI (SEBI Order),
Anil Kishorepuria, one of our Promoters, and certain members of our Promoter Group viz., Sunil
Kishorepuria, in their capacity as directors of M/s Jiwansagar Promotors Pvt. Ltd. (Jiwansagar),
Bllumenfeld Ltd. (BFL, one of our Promoters) and of M/s Contessa Commercial Co. Pvt. Ltd. (Contessa
and collectively with Anil Kishorepuria, Sunil Kishorepuria, Jiwansagar, and BFL, the Company
Related Entities) were restrained from associating with capital market related activities, and from
accessing the capital markets for a period of 5 years from the date of the SEBI Order. The SEBI Order,
under section 19 read with 11B of the SEBI Act, 1992, and Regulation 10 of the SEBI (Prohibition of
Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (SEBI PFUTP
Regulations) was based upon certain findings against the aforementioned persons, for participating in
market manipulation and acting as a conduit for offloading shares of the entity Padmini Technologies
Ltd. to manipulate share prices. The aforementioned entities preferred separate appeals to the Securities
Appellate Tribunal (SAT). The SAT dismissed the appeals by our Company Related Entities by a
common order dated October 17, 2007 wherein the penalty was reduced to ‘period already undergone’.
Currently, there is no prohibition or bar on the Company Related Entities from associating with capital
market related activities and from accessing the capital market.
B. Litigation initiated by our Promoters
422i. Criminal proceedings
As on the date of this RHP, there are no outstanding criminal proceedings by our Promoters.
ii. Material outstanding litigations
As on the date of this RHP, there are no material outstanding litigations by our Promoters.
III. Litigation involving our Directors (Other than Promoters)
A. Litigations against our Directors
i. Criminal proceedings
a. A first information report dated November 2, 2020 registered as case crime no 0527 of 2020 (FIR)
has been filed against Dinabandhu Mohapatra, one of our Independent Directors, along with other
individuals (collectively, ‘Accused’) by Satish Kumar Singh (Complainant). The FIR has been
filed for alleged violation of sections 420, 467, 468, 471 of the Indian Penal Code, 1860 at the
Gandhi Park Police Station, Aligarh district. In the FIR it has been alleged that the Accused have
fraudulently transferred ₹ 7.78 million from the account of the Complainant by making forged and
truncated cheques. Subsequent to the FIR, the Accused have filed a Criminal Misc. Writ Petition
bearing number 3469 of 2019 (Petition) before the High Court of Allahabad challenging the validity
and correctness of the FIR. The Petition is currently pending before High Court of Allahabad.
ii. Outstanding actions by statutory and/or regulatory authorities
As on the date of this RHP, there are no outstanding actions by statutory and/or regulatory authorities
against our Directors.
vii. Tax proceeding
Nature of the case Number of cases Total amount involved*
(in ₹ million)
Direct tax litigations Nil Nil
Indirect tax litigations Nil Nil
Total Nil Nil
*To the extent quantifiable and ascertainable
iii. Material outstanding litigations
As on the date of this RHP, there are no material outstanding litigations against our Directors.
B. Litigation initiated by our Directors
i. Criminal proceedings
Other than as disclosed under ‘Litigation initiated against our Directors’ above, there are no outstanding
criminal proceedings by our Directors as on the date of this RHP.
ii. Material outstanding litigations
Sheetal Jhunjhunwala, one of our Independent Directors, has filed a writ petition, bearing number
WP/8076/2022 filed on July 21, 2022 (Petition), before the High Court of Bombay, Aurangabad Bench
against the State of Maharashtra, Principal Secretary, Department of Urban Development, City and
Industrial and Development Corporation Ltd., and Administrator, New Town, City and Industrial and
423Development Corporation Ltd. (Respondents). The Petitioner had purchased an agricultural land in
Waluj Notified Area where the property of the Petitioner is situated. In terms of the development plan
of the Respondents, the properties situated in Waluj Notified Area were proposed to be developed by the
Respondents and pursuant to such proposed development, the landowners in Waluj Notified Area will
own 75% of their properties and the remaining will be acquired by the Respondents. The Petitioner
submitted that in terms of the policy of the Respondents for such development, the Petitioner had
surrendered more than 25% of her land for an alternate land from the Respondents under such
development policy. Subsequently, the Petitioner received a communication from the Respondents
stating that proceedings for an aggregate amount of around ₹ 24.67 million is pending against the
Petitioner for her failure to carry out construction and securing occupancy certificate. The Petition has
been filed before the High Court of Bombay, Aurangabad Bench seeking to quash and set aside the
demands made by the Petitioners and declare the actions of the Respondent illegal, arbitrary and
unconstitutional. Currently, the Petition is pending before the High Court of Bombay, Aurangabad
Bench.
IV. Litigation involving our Group Companies
As on the date of this RHP, there are no litigations involving our Group Companies which are material
to our Company.
V. Litigations involving our Key Managerial Personnel and members of Senior Management (other than the
Directors)
i. Criminal proceedings involving our Key Managerial Personnel and members of Senior Management
a. A first information report dated September 4, 2017, bearing FIR No. 388/17 (FIR) has been filed
by Vivek Lilha, the Deputy General Manager – Procurement of our Company (Complainant) with
the Fatuha Police Station, Patna against Jaipal and Rajesh Agarwal (collectively “Accused”) for an
alleged offence under section 406 and section 379 of the Indian Penal Code, 1860. The FIR has been
filed by Vivek Lilha on behalf of North End Food Marketing Private Limited (North End Food)
where he was an employee. Jaipal was responsible for the transportation of certain goods which
belonged to North End Food and which North End Food was going to sell to Rajesh Agarwal of
Maa Tara Agency. In the FIR it has been alleged that Jaipal delivered the said goods to Rajesh
Agarwal without any authorisation from North End Food. The FIR is currently pending.
ii. Actions by regulatory authorities and statutory authorities
As on the date of this RHP, there are no actions against any of our Key Managerial Personnel and, or
members of Senior Management by any regulatory authority or statutory authority.
VI. Outstanding dues to creditors
As of March 31, 2025, our Company had 90 creditors and the aggregate amount due by our Company to these
creditors was ₹ 480.07 million, as detailed below:
Types of Creditors Number of Creditors Amount involved (in ₹
million)
Micro, Small and Medium Enterprises* 12 1.59
Other creditors 78 478.48
Total 90 480.07
*As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended
As certified by Singhi & Co., Statutory Auditors, pursuant to a certificate dated August 6, 2025.
Our Board, in its meeting held on July 24, 2025, has considered and adopted the Materiality Policy for
identification of material outstanding dues to creditors. In terms of our Materiality Policy, creditors of our
Company to whom an amount having a monetary value exceeds 5 % of the total trade payables of our
424Company are considered material (Material Creditors). Based on this criteria, details of outstanding dues
owed to Material Creditors as on March 31, 2025, by our Company are set out below:
Particulars Number of Amount involved (in ₹
Creditors million)
Material Creditors 1 447.17
Total 1 447.17
The details pertaining to outstanding dues to Material Creditors, along with the name and amount involved
for each such Material Creditor, are available on the website of our Company at www.regaalresources.com.
It is clarified that information provided on the website of our Company is not a part of this Red Herring
Prospectus and should not be deemed to be incorporated by reference. Anyone placing reliance on any other
source of information, including our Company’s website, www.regaalresources.com would be doing so at
their own risk.
Material Developments since the date of the last Balance Sheet
Other than as disclosed in ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’
on page 382, there have not arisen, since the date of the last financial information disclosed in this Red Herring
Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations, our
profitability, the value of our assets, or our ability to pay our liabilities within the next 12 months.
425GOVERNMENT AND OTHER APPROVALS
Except as disclosed herein and in ‘Risk Factors’, on page 36 (in relation to material approvals which are required
but not obtained or applied for by us) our Company have received the necessary material consents, licenses,
permissions, registrations and approvals from the relevant governmental, statutory and/ or regulatory authorities in
India, which are necessary for undertaking its present business activities. We have set out below a list of material
consents, licenses, permissions, and approvals from various governmental, statutory and regulatory authorities in
India which are considered material and necessary for the purpose of undertaking our business activities. Unless
stated otherwise, these material approvals are valid as on the date of this Red Herring Prospectus.
In addition to these approvals, we have also disclosed below (i) the approvals applied for, including renewal
applications made, but not received; and (ii) the approvals for which applications are yet to be made by our
Company.
I. Approvals in relation to the Offer
For details of approvals and authorisations in relation to the Offer, see ‘Other Regulatory and Statutory
Disclosures’ on page 436.
II. Approvals in relation to incorporation of our Company
For details in relation to the incorporation of our Company, see ‘History and Certain Other Corporate Matters’
on page 280.
III. Approvals in relation to our Company’s business operations:
Our Company is required to obtain various registrations, consents, permits, and approvals in relation to our
business. The registrations and approvals obtained by our Company in respect of our business operations include:
Business related approvals
Sr. Particulars Issuing Authority Reference No. / Date of Issue / Expiry Date
No. Registration Renewal
No.
1. Importer-Exporter Directorate General of 0216905770 June 22, 2016 Valid until
Code Foreign Trade, Ministry cancelled
of Commerce and
Industry
2. Legal Entity Legal Entity Identifier 33580044I4AU April 5, 2023 April 4, 2026
Identifier India Limited X71SO885
3. License for Food Safety and 1041937000006 October 18, December 31,
manufacturing Standards Authority of 8 2023 2027
under Food Safety India
and Standards Act,
2006
4. Certificate for use of Bihar Boiler Inspection BR/9457 February 9, 2025 February 8, 2026
BI Drum Department
WaterTube AFBC
Boiler
5. Certificate for use of Bihar Boiler Inspection BR/9842 July 20, 2025 July 19, 2026
BI Drum AFBC Department
Boiler
6. Certificate for use of Bihar Boiler Inspection BR/9554 September 14, September 13,
Horizontal shell Department 2024 2025
type, smoke tube,
package boiler
426Sr. Particulars Issuing Authority Reference No. / Date of Issue / Expiry Date
No. Registration Renewal
No.
7. Industrial Department for IEM/A/ACK/47 January 23, 2023 Valid until
Entrepreneur Promotion of Industry 25/2023 cancelled
Memorandum and Internal Trade
(Industrial
Entrepreneurs
Memorandum Section)
8. Certificate of Office of the Controller, V520023208200 June 28, 2025 June 29, 2026
Verification under Legal Metrology, 2
Legal Metrology Government of Bihar
Act, 2009
9. Certificate of Office of the Controller, V520019952900 June 30, 2025 June 29, 2026
Verification under Legal Metrology, 3
Legal Metrology Government of Bihar
Act, 2009
10. Certificate of Office of the Controller, V520019280200 June 28, 2025 June 29, 2026
Verification under Legal Metrology, 3
Legal Metrology Government of Bihar
Act, 2009
11. Certificate of Office of the Controller, V520021987900 December 12, December 11,
Verification under Legal Metrology, 2 2024 2025
Legal Metrology Government of Bihar
Act, 2009
12. Certificate of Directorate General of - October 1, 2023 March 31, 2028
Recognition for One Foreign Trade,
Star Export House Department of
Commerce, Ministry of
Commerce and
Industry, Government
of India
13. Registration cum Agricultural and 188612 March 21, 2023 December 31,
Membership Processed Food 2027
Certificate under Products Export
Agricultural and Development
Processed Food Authority, Ministry of
Products Export Commerce and
Development Industry, Government
Authority Act, 1985 of India
14. Certificate of Nabadiganta Industrial 006801 May 14, 2025 March 31, 2026
Enlistment under Township Authority
West Bengal
Municipal Act, 1993
15. Approval from the State Investment SIPB230300019 July 24, 2024 -
State Investment Promotion Board 6.SIBP/2355
Promotion Board Secretariate,
under Bihar Department of
Industrial Industries, Government
Investment of Bihar
Promotion Rules,
2016
427Labour related approvals
Sr. Particulars Issuing Authority Date of Issue / Expiry Date
No. Renewal
1. Certificate of Registration Office of the Registering July 4, 2025 12 months from the
under the Contract Labour Officer, Government of Bihar date of issue/
(Regulation and Abolition) renewal
Act, 1970
2. License to operate factory Factory Inspection June 8, 2018 December 31, 2027
under the Factories Act, Department (Labour
1948 Resource Department &
Employment), Government of
Bihar
3. Allotment of code number Ministry of Labour and November 13, 2017 Valid until
under the Employees’ Employment, Government of cancelled
Provident Fund and India
Miscellaneous Provisions
Act, 1952
4. Allotment of code number Regional Office, Employees’ June 22, 2023 Valid until
under the Employees State State Insurance Corporation cancelled
Insurance Act, 1948
5. Notice of Opening under Ministry of Labour and January 10, 2025 Valid until
Labour Welfare Fund Employment, Government of cancelled
India
Environmental laws
Sr. Particulars Issuing Authority Date of Issue / Expiry Date
No. Renewal
1. Discharge Consent Order Bihar State Pollution Control December 24, December 23, 2026
under the Water Board 2021
(Prevention & Control of
Pollution) Act, 1974
2. Discharge Consent Order Bihar State Pollution Control August 23, 2024 August 22, 2029
under the Water Board
(Prevention & Control of
Pollution) Act, 1974
3. Emission Consent Order Bihar State Pollution Control December 24, December 23, 2026
under the Air (Prevention Board 2021
& Control of Pollution)
Act, 1981
4. Emission Consent Order Bihar State Pollution Control August 23, 2024 August 22, 2029
under the Air (Prevention Board
& Control of Pollution)
Act, 1981
5. Authorisation by State Bihar State Pollution Control April 24, 2024 April 23, 2029
Pollution Control Board to Board
the Occupiers, Recyclers,
Reprocessors, Reusers,
User and Operators of
Disposal Facilities
6. Consent-to-Establish under Bihar State Pollution Control October 18, 2023 October 17, 2025
the Water (Prevention and Board
Control of Pollution) Act,
1974 and the Air
428Sr. Particulars Issuing Authority Date of Issue / Expiry Date
No. Renewal
(Prevention and Control of
Pollution) Act, 1981
Shops and Establishments
Sr. Particulars Location Issuing Authority Date of Issue / Expiry Date
No. Renewal
1. Registration D2/2, Block EP & Registering March 1, 2023 February 28, 2026
Certificate under GP, Sector V, Authority under the
West Bengal Ward No. – 31, West Bengal Shops
Shops and Brough – V, and Establishment
Establishments Bidhannagar Act, 1963,
Rules, 1964 Municipal Government of
Corporation, P.S – West Bengal
Bidhannagar
(East), P.). –
Nabadiganta IT
S.O., District –
North 24-
Paraganas, 700091
Tax related approvals
Sr. Particulars Issuing Authority Reference No.
No.
1. Permanent Account Number Income Tax Department AAFCR6938L
2. Tax deduction and collection Income Tax Department CALR10154E
Account Number
3. Certificate of Registration Kolkata West Range 191005344221
under the West Bengal State
Tax on Professions, Trades,
Callings and Employments
Act, 1979
4. Certificate of Enrolment Kolkata West Range 192045963325
under the West Bengal State
Tax on Professions, Trades,
Callings and Employments
Act, 1979
GST registrations
Sr. Name of the Principal Place of Business in the Reference No. Date of Issue
No. State State
1. West Bengal 7th Floor, D2/2 Block EP and GP, 19AAFCR6938L1ZN July 01, 2017
Convergence Contact Centre, Sector V,
PS: Bidhan Nagar East, Bidhan Nagar,
North Twenty Four Parganas, West
Bengal, 700091
2. West Bengal 6th Floor, D2/2 Block EP And GP, 19AAFCR6938L2ZM November 1, 2017
Convergence Contact Centre, Sector-
V, Bidhan Nagar, Bidhan Nagar, North
Twenty-Four Parganas, West Bengal,
700091
429Sr. Name of the Principal Place of Business in the Reference No. Date of Issue
No. State State
3. Bihar Bhatgaon, Galgalia, Thakurganj, 10AAFCR6938L1Z5 July 1, 2017
Kishanganj, Bihar, 855106
IV. Details Approvals required / expired but not applied for by our Company
As on date of this Red Herring Prospectus, there are no approvals that required / expired but not applied for by
our Company.
V. Approvals applied for, including renewal applications, but not yet received
a. Application for increase in quantum of ground water requirement of our Company in the no objection
certificate for ground water abstraction under the Environment (Protection) Act, 1986
b. Application containing information (for increase in capacity to 1,650 TPD) for consent to establish under
Section 25 and 26 of the Water (Prevention and Control of Pollution) Act, 1974 and under section 21 of the
Air (Prevention and Control of Pollution) Act, 1981.
c. Application for stage 1 clearance of 1,650 TPD project and financial clearance for 1,125 TPD project, liquid
glucose and maltodextrin powder project and silos, each issued by State Investment Promotion Board
Secretariate, Department of Industries, Government of Bihar.
d. Application for renewal of Fire Audit Certificate under the National Building Code, 2016 and Bihar Fire
Service Rules, 2021.
VI. Approvals required but not obtained or applied for
As on date of this Red Herring Prospectus, there are no approvals required that are not yet applied for by our
Company.
430GROUP COMPANIES
Under the SEBI ICDR Regulations, the definition of ‘Group Companies’ includes (a) such companies (other than the
promoters and subsidiaries) with which there were related party transactions, during the period for which financial
information is disclosed, as covered under applicable accounting standards, and (b) such other companies as are
considered material by the board of directors of the issuer company.
Accordingly, for (a) above, all such companies with which our Company had related party transactions during the
period covered in the Restated Financial Information, as covered under the applicable accounting standards, are
considered as Group Companies in terms of the SEBI ICDR Regulations. For (b) above, our Board does not consider
any company as its Group Companies.
Set forth below, based on the aforementioned criteria, are the list of our Group Company as on the date of this Red
Herring Prospectus:
1. AGL Glass Private Limited
2. Contessa Commercial Company Private Limited
3. Inservia Innovations Private Limited
4. Jiwansagar Promotors Private Limited
5. Jiwansagar Times Private Limited
6. Jiwansagar Towers Private Limited
7. Sagar Business Private Limited
8. S C I India Limited
9. Jiwansaagaar Realty Private Limited
10. SRM Private Limited
Details of our Group Companies
1. AGL Glass Private Limited
Corporate Information
The registered office of AGL Glass Private Limited is 113, Park Street, 10th Floor, Block-A Poddar Point, Kolkata,
West Bengal, India, 700016. Its company identification number is U31300WB1936PTC019564.
Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements for Fiscal 2024, 2023 and 2022, are available at www.regaalresources.com.
2. Contessa Commercial Company Private Limited
Corporate Information
The registered office of Contessa Commercial Company Private Limited is Poddar Point, 113, Park Street, Kolkata,
West Bengal, India, 700016. Its company identification number is U67120WB1985PTC039542.
431Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements for Fiscal 2024, 2023 and 2022, are available at www.regaalresources.com.
3. Inservia Innovations Private Limited
Corporate Information
The registered office of Inservia Innovations Private Limited is 113, Park Street 10th Floor, Block-A, Kolkata, West
Bengal, India, 700016. Its company identification number is U72200WB2010PTC155497.
Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements for Fiscal 2024, 2023 and 2022, are available at www.regaalresources.com.
4. Jiwansagar Promotors Private Limited
Corporate Information
The registered office of Jiwansagar Promotors Pvt Ltd is 6th Floor, D2/2, Block-EP & GP, Sector-V, Bidhan Nagar
CK Market, Saltlake, North 24 Parganas, Kolkata, West Bengal, India, 700091. Its company identification number is
U70101WB199PTC053800.
Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements for Fiscal 2024, 2023 and 2022, are available at www.regaalresources.com.
5. Jiwansagar Times Private Limited
Corporate Information
The registered office of Jiwansagar Times Private Limited is D.N. Singh Road, Tower -II, 2nd Floor, Ward No-38,
Bhagalpur, Bihar, India, 812002. Its company identification number is U27310BR2000PTC009272.
Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements for Fiscal 2024, 2023 and 2022, are available www.regaalresources.com.
6. Jiwansagar Towers Private Limited
Corporate Information
The registered office of Jiwansagar Towers Private Limited is D.N Singh Road, Bhagalpur, Bhagalpur, Bihar, India,
812002. Its company identification number is U45200BR2000PTC009166.
Financial Performance
432In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements for Fiscal 2024, 2023 and 2022, are available at www.regaalresources.com.
7. Sagar Business Private Limited
Corporate Information
The registered office of Sagar Business Private Limited is 113, Park Street, 10th Floor, Block-A Poddar Point,
Kolkata, West Bengal, India, 700016. Its company identification number is U27104WB1983PTC209190.
Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements for Fiscal 2024, 2023 and 2022, are available at www.regaalresources.com.
8. S C I India Limited
Corporate Information
The registered office of S C I India Limited is D.N.Singh Road Bhagalpur, Bihar, India, 812002. Its company
identification number is U24110BR1984PLC001994.
Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements of Fiscal 2024, 2023 and 2022, are available at www.regaalresources.com.
9. Jiwansaagaar Realty Private Limited
Corporate Information
The registered office of Jiwansaagaar Realty Private Limited is 113, Park Street, 10th Floor, Block-A Poddar Point,
Kolkata, West Bengal, India, 700016. Its company identification number is U70102WB2013PTC198867.
Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements of Fiscal 2024, 2023 and 2022, are available at are available at www.regaalresources.com.
10. SRM Private Limited
Corporate Information
The registered office of SRM Private Limited is 6th Floor, D2/2, Block-EP & GP, Sector-V, Bidhan Nagar CK Market,
North 24 Parganas, Saltlake, Kolkata, West Bengal, India, 70009. Its company identification number is
U00331WB1998PTC197736.
Financial Performance
In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the latest audited financial
statements for Fiscal 2024, 2023 and 2022, are available at www.regaalresources.com.
433Nature and extent of interests of our Group Company
In the promotion of our Company
Our Group Companies do not have any interest in the promotion or formation of our Company.
In the properties acquired by our Company
Except as disclosed in ‘Restated Financial Information’ on page 315, our Group Company does not have any interest
in any property acquired by our Company in the 3 years preceding the date of filing this Red Herring Prospectus or
proposed to be acquired by it as on date of this Red Herring Prospectus.
In transactions for acquisition of land, construction of building and supply of machinery
Except as disclosed in ‘Restated Financial Information’ on page 315, our Group Company does not have an interest
in any transaction by our Company pertaining to acquisition of land, construction of building and supply of machinery.
Business interests in our Company
Except in the ordinary course of business and as disclosed under see ‘Restated Financial Information’ on page 315,
our Group Company does not have any business interest in our Company.
Related Business Transactions within our Group Companies and significance on the financial performance of our
Company
Except as disclosed under see ‘Restated Financial Information’ on page 315, there are no related business transactions
with the Group Company.
Common pursuits of our Group Companies
Other than Contessa Commercial Company Private Limited, Jiwansagar Promotors Private Limited and SRM Private
Limited, there are no Group Companies that are engaged in business activities similar to those of our Company. Whilst
we cannot assure you that a conflict of interest will not arise if the 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 may arise.
Litigation
As on date of this Red Herring Prospectus, our Group Companies are not parties to any pending litigation which will
have a material impact on our Company.
Utilisation of Offer Proceeds
Except to the extent of any proceeds received from the Offer for Sale by SRM Private Limited, there are no material
existing or anticipated transactions in relation to utilisation of the Offer Proceeds with our Group Companies.
Other confirmations
As on the date of this Red Herring Prospectus, the securities of our Group Company are not listed on any stock
exchange, and, therefore, there are no investor complaints are pending against them.
Except as disclosed in ‘Restated Financial Information’ and ‘Our Promoters and Promoter Group – Interests of our
Promoters’on pages 315 and 309, respectively, there is no conflict of interest between the Group Companies or any
of their directors and the lessors of immovable properties of our Company (who are crucial for the operations of our
Company).
434There is no conflict of interest between the Group Companies or any of their directors and the suppliers of raw
materials and third party service providers of our Company (who are crucial for the operations of our Company).
435OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorized by our Board of Directors pursuant to the resolution passed at its meeting dated
December 24, 2024, and July 24, 2025, and by our Shareholders pursuant to the special resolution passed at their
meeting dated December 25, 2024, and July 25, 2025. Further, our Board has approved the size of the issue pursuant
to its resolution dated December 24, 2024, and July 24, 2025. This Red Herring Prospectus has been approved by our
Board pursuant to its resolution dated August 6, 2025.
Our Board of Directors has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant
to the resolution passed at its meeting dated December 24, 2024, and July 24, 2025. For further details, please see
section titled ‘The Offer’ on page 78.
Each of the Selling Shareholders have severally and not jointly confirmed and approved their participation in the Offer
for Sale in relation to its respective portion of the Offered Shares, as set out below:
Sr. No. Name of the Selling Date of Consent Date of Resolutions Maximum number
Shareholder Letter of Equity Shares
offered in Offer for
Sale
1. Anil Kishorepuria December 23, 2024 NA Up to 3,095,440
2. Shruti Kishorepuria July 23, 2025 NA Up to 2,212,000
3. BFL Private Limited December 23, 2024 December 23, 2024 Up to 2,532,300
4. SRM Private Limited December 23, 2024 December 23, 2024 Up to 1,572,260
In-Principle Listing Approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to
their respective letters dated March 21, 2025.
Prohibition by SEBI or other Governmental Authorities
Our Company, our Promoters, members of our Promoter Group, and our Directors and persons in control of our
Company are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities
under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other
authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters, directors or persons
in control have been debarred from accessing capital markets under any order or direction passed by SEBI or any
other authorities.
None of our Promoters or Directors have been declared as fugitive economic offenders under Section 12 of the
Fugitive Economic Offenders Act, 2018.
The Selling Shareholders, severally and not jointly, confirm that they are not prohibited from accessing the capital
market or debarred from buying, selling, or dealing in securities under any order or direction passed by the SEBI or
any securities market regulator in any other jurisdiction or any other authority/court.
Our Company, Promoters, Directors or Selling Shareholders have neither been declared as Wilful Defaulters nor
Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with the guidelines on
wilful defaulters or fraudulent borrowers issued by the RBI and the SEBI ICDR Regulations.
436Other confirmations
There are no findings or observations from any of the inspections by SEBI or any other regulatory body in relation to
our Company which are material and need to be disclosed, or non-disclosure of which may have a bearing on the
investment decisions of Bidders, except as disclosed in this Red Herring Prospectus.
There is no conflict of interest between the lessors of immovable properties of (who are crucial for the operations of
our Company) and our Company, or any of our Promoters, Directors, members of Promoter Group, Key Managerial
Personnel.
There is no conflict of interest between the suppliers of raw materials and third party service providers (who are crucial
for the operations of our Company) and our Company, or any of our Promoters, Directors, members of Promoter
Group, Key Managerial Personnel.
Except as disclosed below, none of the Directors, or Promoters or individuals forming part of the Promoter Group of
our Company is appearing in the list of directors of struck-off companies:
• Sunil Kishorepuria, one of the members of our Promoter group, was associated with OS Power Tech Private
Limited, as a director which has been struck off by the registrar of companies;
• Sheetal Jhunjhunwala, one of our Independent Directors, was associated with Goodyield Learning Consultants
Private Limited, as a director which has been struck-off by the registrar of companies;
• Anil Kishorepuria, one of our Promoters, was associated with Seemanchal Traders LLP as designated partner,
which has been struck off by registrar of companies; and
• Munish Jhajharia, one of our Non-Independent Directors, was associated with Salvia Buildwell LLP, Mallow
Buildcon LLP, Pansy Dwellings LLP, Goldernod Buildmart LLP and Pansy Realcon LLP as designated partner,
which have been struck off by registrar of companies.
None of the investors of our Company are directly or indirectly related to the BRLMs or any of their associates.
There have been no inspections of our Company by SEBI or any other regulatory authority governing the operations
of our Company.
No material clause of the Articles of Association, as set out in ‘Description of Equity Shares and Main Provisions of
the Articles of Association’ at page 485 having a bearing on the Offer or the disclosure in this Red Herring Prospectus,
has been left out.
Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for
fees or commission for services rendered in relation to the Offer.
Directors associated with the Securities Market
None of our Directors are in any manner, associated with securities market and there is no outstanding action initiated
by SEBI against the Directors of our Company in the 5 years preceding the date of this Red Herring Prospectus.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, our Promoters, members of our Promoter Group, and the Selling Shareholders, severally and not
jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the
extent applicable, as on the date of this Red Herring Prospectus.
Eligibility for the Offer
437Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is in
compliance with the conditions specified therein in the following manner:
• Our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated basis,
in each of the preceding three full years (of 12 months each), of which not more than 50% are held in
monetary assets;
• Our Company has an average operating profit of at least ₹150 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of
these preceding 3 years;
• Our Company has a net worth of at least ₹10 million in each of the preceding three full years (of 12 months
each), calculated on a restated and consolidated basis; and
• Our Company has not changed its name in the last 1 year.
Our Company’s pre-tax operating profits, net worth, restated net tangible assets and restated monetary assets derived
from the Restated Financial Information included in this Red Herring Prospectus as at, and for the last three financial
years ended March 31 are set forth below:
Derived from our Restated Financial Information:
(in ₹ million)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Operating Profit, as restated (1) 987.34 475.38 331.20
Net Worth, as restated (2) 2,354.10 1,266.09 1,044.11
Net Tangible Assets, as restated (3) 2,617.17 1,474.04 1,210.75
Monetary Assets, as restated (4) 537.91 197.76 0.92
Monetary assets as a percentage of the net tangible 20.55 13.42 0.08
assets (in %), as restated
(1) ‘Operating Profit’ is defined as restated profit before tax before finance costs but excluding other income.
(2) ‘Net Worth’ is 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 / fair value gain of Freehold land on transition to Ind AS of ₹ 80.98 million, and write back of
depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations
(3) ‘Net Tangible Assets’ means the sum of all net assets (arrived at by deducting non-current liabilities, current liabilities
from total assets) of our Company, excluding intangible assets as defined in Indian Accounting Standard (Ind AS) 38 and
deferred tax assets as defined in Ind AS 12 and excluding the impact of deferred tax liabilities as defined in Ind AS 12
issued by Institute of Chartered Accountants of India.
(4) ‘Monetary Assets’ is the aggregate of cash on hand, cash equivalents and balance with banks (including other bank
balances and interest accrued thereon).
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees in the Offer shall be not less than 1,000 failing which the entire application monies shall be
refunded forthwith, in accordance with the SEBI ICDR Regulations and other applicable laws
Our Company will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations,
to the extent applicable.
Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulations 5 and 7(1) of the
SEBI ICDR Regulations, to the extent applicable. The status of our compliance with Regulations 5 and 7(1) of the
SEBI ICDR Regulations are as follows:
(i) Our Company, the Promoters, members of the Promoter Group, the Selling Shareholders and our Directors
are not debarred from accessing the capital markets by SEBI;
438(ii) The companies with which our Promoters or our Directors are associated as promoter or director are not
debarred from accessing the capital markets by SEBI;
(iii) Neither our Company, nor our Promoters nor our Directors have been identified as a wilful defaulter or a
fraudulent borrower (as defined in the SEBI ICDR Regulations) by any bank or financial institution or
consortium thereof in accordance with the RBI master direction dated July 01, 2016;
(iv) Neither our individual Promoters nor our Directors has been declared as a fugitive economic offender under
Section 12 of the Fugitive Economic Offenders Act, 2018;
(v) Other than the options granted under the ESOP Scheme, there are no outstanding convertible securities of
our Company or any other right which would entitle any person with any option to receive Equity Shares of
our Company as on the date of filing of this Red Herring Prospectus;
(vi) Our Company, along with the Registrar to the Offer, has entered into tripartite agreements with NSDL and
CDSL, both dated September 13, 2024, for dematerialization of the Equity Shares;
(vii) The Equity Shares of our Company held by our Promoters are in dematerialised form;
(viii) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of
this Red Herring Prospectus;
(ix) 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;
(x) Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares
pursuant to their respective letters dated March 21, 2025; and
(xi) Our Company has appointed BSE as the Designated Stock Exchange.
Our Company will ensure compliance with the conditions specified in Regulation 7(2) and 7(3) of the SEBI ICDR
Regulations, to the extent applicable. Our Company shall not make an Allotment if the number or prospective allottees
is less than 1,000 in accordance with Regulation 49(1) of the SEBI ICDR Regulations.
Each of the Selling Shareholders, severally and not jointly, confirms that the Offered Shares have been held by them
in compliance with Regulation 8 of the SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE 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 THE DRAFT RED HERRING PROSPECTUS. THE BRLMS, PANTOMATH
CAPITAL ADVISORS PRIVATE LIMITED AND SUMEDHA FISCAL SERVICES LIMITED, HAVE
CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI ICDR REGULATIONS. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING
AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BRLMS ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS
HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED DECEMBER 31, 2024 IN
439ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS, 1992, IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE SEBI ICDR REGULATIONS.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS AND THIS RED HERRING PROSPECTUS
DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM ANY LIABILITIES UNDER THE
COMPANIES ACT, 2013, OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY
AND/OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI
FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLMS, ANY
IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS AND THIS RED
HERRING PROSPECTUS.
All legal requirements pertaining to this Offer have been complied with at the time of filing of this Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act. All legal requirements pertaining to this
Offer will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 32, 33(1)
and 33(2) of the Companies Act.
Disclaimer from our Company, our Promoters, our Directors , the Selling Shareholders and the BRLMs
Our Company, our Promoters, our Directors, the Selling Shareholders and the BRLMs accept no responsibility for
statements made otherwise than in this 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.regaalresources.com, or the respective websites of members of our Promoter Group, Group
Companies or any affiliate of our Company, would be doing so at his or her own risk.
The BRLMs accepts no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement.
All information shall be made available by our Company, each of the Selling Shareholders, severally and not jointly
(to the extent the information pertains to such Selling Shareholder and their respective portion of Offered Shares) and
the BRLMs to the Bidders and the public at large and no selective or additional information would be made available
for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales
reports, at the Bidding Centres or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, the
BRLMs and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell,
pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters, the BRLMs 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 BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for our Company, our Promoters, members of the Promoter Group, and their
respective directors and officers, Group Companies, affiliates or associates or third parties in the ordinary course of
business and have engaged, or may in the future engage in commercial banking and investment banking transactions
with our Company, Directors, Promoters, officers, agents, Group Companies, or their respective affiliates or associates
for which they have received, and may in future receive compensation.
Disclaimer from the Selling Shareholders
The Selling Shareholders accept no responsibility for statements made otherwise than in this 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 at www.regaalresources.com, or the respective
websites of our Promoter Group or any affiliate of our Company would be doing so at his or her own risk.
440The Selling Shareholders accept no responsibility for any statements made in this Red Herring Prospectus, other than
those specifically made or confirmed by the Selling Shareholders in relation to themselves as a Selling Shareholders
and their respective portion of the Offered Shares.
Bidders will be required to confirm and will be deemed to have represented to the Selling Shareholders and their
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire
the Equity Shares and will not sell, pledge, or transfer the Equity Shares to any person who is not eligible under any
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. The Selling Shareholders
and their representatives accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire the Equity Shares.
Disclaimer in respect of jurisdiction
Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai, India only.
This Offer is being made in India to persons resident in India (who are competent to contract under the Indian Contract
Act, 1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies
registered under the applicable laws in India and authorized to invest in equity shares, domestic Mutual Funds, Indian
financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from the
RBI), trusts under the applicable trust laws and who are authorized under their respective constitutions to hold and
invest in equity shares, public financial institutions as specified under Section 2(72) of the Companies Act 2013, state
industrial development corporations, insurance companies registered with IRDAI, provident funds (subject to
applicable law) and pension funds, National Investment Fund, insurance funds set up and managed by army, navy or
air force of Union of India, insurance funds set up and managed by the Department of Posts, GoI, systemically
important NBFCs registered with the RBI) and permitted Non-Residents including FPIs and Eligible NRIs and AIFs
that they are eligible under all applicable laws and regulations to purchase the Equity Shares. This Red Herring
Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares issued hereby,
in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person
into whose possession this Red Herring Prospectus comes is required to inform himself or herself about, and to
observe, any such restrictions.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for
that purpose, except that the Draft Red Herring Prospectus was filed with SEBI for its observations and this Red
Herring Prospectus is being filed with the ROC. Accordingly, the Equity Shares represented hereby may not be issued,
directly or indirectly, and this Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance
with the legal requirements applicable in such jurisdiction. The delivery of this Red Herring Prospectus, shall not,
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.
This Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the
Offer in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares in the Offer will
be made only pursuant to the Prospectus if the recipient is in India or the preliminary offering memorandum for the
Offer, which comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the
recipient is outside India.
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.
Eligibility and Transfer Restrictions
The Equity Shares issued in the Offer have not been and will not be registered under the U.S. Securities Act or
any other applicable laws in the United States, and unless so registered, may not be issued or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and 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’
441in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where
such issue 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 issued or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or 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 the Draft Red Herring Prospectus was submitted to the BSE. The disclaimer clause as intimated
by BSE to our Company post scrutiny of the Draft Red Herring Prospectus vide its in-principle approval dated March
21, 2025, is as follows:
“BSE Limited (“the Exchange”) has given vide its letter dated March 21, 2025, permission to this Company to use
the Exchange’s name in this offer document as one of the stock exchanges on which this company’s securities are
proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:- a.
warrant, certify or endorse the correctness or completeness of any of the contents of this offer document: or b. warrant
that this Company’s securities will be listed or will continue to be listed on the Exchange: or c. take any responsibility
for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this
Company. And it should not for any reason be deemed or construed that this offer document has been cleared or
approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company
may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with
such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other
reason whatsoever.”
Disclaimer clause of NSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the NSE. The disclaimer clause as intimated
by NSE to our Company post scrutiny of the Draft Red Herring Prospectus, vide its in-principle approval dated March
21, 2025, is as follows:
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5092 dated March 21, 2025, permission
to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s
securities are proposed to be listed. The Exchange has scrutinized this draft offer document for its limited internal
purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood
that the aforesaid permission given by NSE should not in any way be deemed or construed that the offer document
has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be
listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”
Listing
442The Equity Shares issued through this Red Herring Prospectus and the Prospectus are proposed to be listed on the
Stock Exchanges. BSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized
for the Offer. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the
Equity Shares being issued and sold in the Offer.
If the permissions to deal in the Equity Shares is not granted by both the Stock Exchanges, our Company will forthwith
repay, without interest, all monies received from the Bidders in pursuance of this Red Herring Prospectus. 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 3 Working Days of the Bid/Offer Closing Date. If
our Company does not allot Equity Shares pursuant to the Offer within 3 Working Days from the Bid/Offer Closing
Date or 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 rate of 15% per annum for the delayed period.
Consents
Consents in writing of: (a) Selling Shareholders, our Directors, our Promoters, our Company Secretary and
Compliance Officer, Chief Financial Officer, Banker(s) to the Company, legal counsel appointed for the Offer, F&S,
Practicing Company Secretary, the BRLM(s), the Registrar to the Offer, Statutory Auditor, Independent Chartered
Accountant, Independent Chartered Engineer in their respective capacities, have been obtained; (b) Monitoring
Agency; the Syndicate Member, the Bankers to the Offer / Escrow Collection Bank(s)/ Refund Bank(s), Sponsor
Bank, to act in their respective capacities, has been obtained and filed along with a copy of the Red Herring Prospectus
with the RoC as required under the Companies Act, and such consents, which have been obtained, have not been
withdrawn as of the date of this Red Herring Prospectus.
Expert opinion
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated July 28, 2025, and August 6, 2025, from Singhi & Co., Chartered
Accountants, our Statutory Auditors holding a valid peer review certificate from ICAI to include their name as an
‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditors and in respect of their examination report dated July 24, 2025, on our Restated Financial Information and on
the statement of special tax benefits dated July 28, 2025 included in this Red Herring Prospectus in terms of Section
26(5) of the Companies Act, read with SEBI ICDR Regulations, and such consent has not been withdrawn as of the
date of this 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 August 6, 2025, from Binay Kumar Datta, Chartered Engineer to
include their name as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as an independent Chartered Engineer and in respect of the certificate dated August 6, 2025, issued by them
in connection with the capacity utilisation and certain other details included in this Red Herring Prospectus in terms
of Section 26(5) of the Companies Act, read with SEBI ICDR Regulations, and such consent has not been withdrawn
as of the date of this 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 August 6, 2025, from Sanmarks & Associates, Chartered Accountant
to include his name as an ‘expert’ as defined under Section 2(38) of the Companies Act to the extent and in his capacity
as Independent Chartered Accountant in respect of the certificates dated August 6, 2025, issued by him in connection
with certain information included in this Red Herring Prospectus in terms of Section 26(5) of the Companies Act, read
with SEBI ICDR Regulations, and such consent has not been withdrawn as of the date of this 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 December 31, 2024 from AK Labh & Co., practicing Company
Secretary, to include its name as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent
and in its capacity as practicing Company Secretary and in respect of the certificate dated December 31, 2024 issued
443by it in connection with the history of equity share capital of our Company and the build-up of shareholding of our
Promoters included in this Red Herring Prospectus in terms of Section 26(5) of the Companies Act, read with SEBI
ICDR Regulations, and such consent has not been withdrawn as of the date of this 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 undertaken by our Company during the last 5 years
Our Company has not made any public issue or rights issue during the last 5 years immediately preceding the date of
this Red Herring Prospectus.
Particulars regarding capital issues by our Company and listed group companies, or associate entity during
the last 3 years
Our Company has not made any capital issues during the 3 years preceding the date of this Red Herring Prospectus.
The securities of none of our Group Companies are listed on any stock exchange. Accordingly, none of our Group
Companies have made any capital issues during the 3 years immediately preceding the date of this Red Herring
Prospectus.
Commission and brokerage paid on previous issues of Equity Shares in the last 5 years
Since this is the initial public issue of the Equity Shares, no sum has been paid or has been payable as commission or
brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our Equity Shares in
the 5 years preceding the date of this Red Herring Prospectus.
Performance vis-à-vis objects – Public/ rights issue of our Company
Our Company has not made any public issue or rights issue in the 5 years immediately preceding the date of this Red
Herring Prospectus.
Performance vis- à-vis objects: Public/ rights issue of the listed subsidiaries and listed promoters
As of the date of this Red Herring Prospectus, our Company does not have a listed subsidiary or listed corporate
promoters.
444Price information of past issues handled by the BRLMs
A. Pantomath Capital Advisors Private Limited
Price information of past issues handled by Pantomath Capital Advisors Private Limited (during the current Fiscal and two Fiscals preceding the current
Fiscal):
Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ Price Price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
million) (₹) listing date closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
(₹) calendar days from listing calendar days from listing calendar days from listing
1. Urb an Enviro 114.20 100.00 June 22, 2023 141.00 -27.66% -5.39% 185.99%
Waste (5.91%) (6.02%) (14.10%)
Management
limited
2. Aer oflex 3510.00 108.00 August 31, 197.40 - 22.59% -19.12% -25.73%
Industries Limited 2023 (1.54%) (2.07%) (12.28%)
3. Vis hnu Prakash R 3086.00 99.00 September 165.00 0.67% 24.12% 7.58%
Punglia Limited 05, 2023 (-0.71%) (3.54% ) (14.32%)
4. Plaz a Wires 712.80 54.00 October 12, 76.00 52.89% 40.33% 24.87%
Limited 2023 (-1.36%) (8.85%) (14.51%)
5. Tra nsteel Seating 499.80 70.00 November 88.90 3.82% 2.36% -25.42%
Technologies 06, 2023 (7.44%) (12.58%) (15.78%)
Limited
6. SAR Televenture 247.50 55.00 November 105.00 78.67% 186.86% 101.48%
Limited 08, 2023 (7.50%) (11.97%) (15.60%)
7. Kro nox Lab 1,301.52 136.00 June 10, 2024 164.95 -3.61% 4.41% 23.00%
Sciences Limited (5.05%) (6.85%) (6.00%)
8. San star Limited 5,101.50 95.00 July 26,2024 109.00 22.88% 11.34 3.94%
(-0.05%) (-1.61%) (-7.29%)
9. SAR Televenture 4499.93 210.00 July 29,2024 225.05 49.43% 38.30% 1.56%
Limited- (0.73%) (-2.64%) (-7.02%)
Composite Issue
445Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ Price Price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
million) (₹) listing date closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
(₹) calendar days from listing calendar days from listing calendar days from listing
10. Qua lity Power 8,586.96 425.00 February 24, 430.00 -22.06% -0.48% -
Electrical 2025 (4.95%) (10.20%)
Equipments
Limited
For details regarding the track record of the Book Running Lead Manager, as specified in the Circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued
by SEBI, please refer to the website www.pantomathgroup.com.
Summary statement of price information of past public issues handled by Pantomath Capital Advisors Private Limited:
Financial Total Total funds Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year no. of raised discount as on 30th premium as on 30th discount as on 180th premium as on 180th calendar
IPOs (₹ million) calendar day from listing calendar day from listing calendar day from listing day from listing date
date date date
Over Between Less Over Between Less Over Between Less Over Between Less than
50% 25%-50% than 50% 25%-50% than 50% 25%-50% than 50% 25%-50% 25%
25% 25% 25%
23-24 6 8,170.45 - 1 1 2 - 2 - 2 - 2 - 2
24-25 4 19,489.91 - - 2 - 1 1 - - - - - 3
25-26* - - - - - - - - - - - - - -
*Up to August 4, 2025
Sources: All shares price data are taken from www.bseindia.com and www.nseindia.com
Note:
1. The BSE Sensex and CNX Nifty are considered as the Benchmark Index.
2. Prices on BSE/NSE are considered for all of the above calculations.
3. In case the 30th/90th/180th day is a holiday, closing price on BSE/NSE of the previous trading day has been considered.
4. In case 30th/90th/180th days, scrips are not traded then closing price on BSE/NSE of the previous trading day has been considered.
446B. Sumedha Fiscal Services Limited
Price information of past issues handled by Sumedha Fiscal Services Limited (during the current Fiscal and two Fiscals preceding the current Fiscal):
Sr. Offer Offer Size Offer Listing Date Opening +/- % change in closing price, +/- % change in closing price, +/- % change in closing price,
No. Name (₹ million) Price Price on [+/- % change in closing [+/- % change in closing [+/- % change in closing
(₹) listing date benchmark]- 30th calendar benchmark]- 90th calendar benchmark]- 180th calendar
(₹) days from listing days from listing days from listing
1. Nil NA NA NA NA NA NA NA
Summary statement of price information of past public issues handled by Sumedha Fiscal Services Limited:
Financial Total Total funds Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year no. of raised discount as on 30th premium as on 30th discount as on 180th premium as on 180th calendar
IPOs (₹ million) calendar day from listing calendar day from listing calendar day from listing day from listing date
date date date
Over Between Less Over Between Less Over Between Less Over Between Less than
50% 25%-50% than 50% 25%-50% than 50% 25%-50% than 50% 25%-50% 25%
25% 25% 25%
NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
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Website track record of past issues handled by the BRLMs
For details regarding the track record of the BRLMs, as specified in Circular reference bearing number
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, see the websites of the BRLM(s) as set forth in the
table below:
Sr No. Name of the BRLM Website
1. Pantomath Capital Advisors Private Limited www.pantomathgroup.com
2. Sumedha Fiscal Services Limited www.sumedhafiscal.com
Stock market data of the Equity Shares
As the Offer is the initial public offering of the Equity Shares, the Equity Shares are not listed on any stock
exchange as on the date of this Red Herring Prospectus, and accordingly, no stock market data is available for the
Equity Shares.
Mechanism for redressal of Investor Grievances
SEBI, by way of its Master Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the
extent applicable), 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. Per the Master Circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable), SEBI has prescribed
certain mechanisms to ensure proper management of investor issues arising out of the UPI Mechanism, including:
(i) identification of a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of SMS alerts by SCSBs for
blocking and unblocking of UPI Mandate Requests; (iii) hosting of a web portal by the Sponsor Banks containing
statistical details of mandate blocks/unblocks; (iv) limiting the facility of reinitiating UPI Bids to Syndicate
Member to once per Bid; and (v) mandating SCSBs to ensure that the unblock process for non-allotted/partially
allotted applications is completed by the closing hours of 1 Working Day subsequent to the finalisation of the
Basis of Allotment.
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 in compliance with SEBI Master
Circular (to the extent applicable).
In terms of SEBI Master Circular (to the extent applicable) and subject to applicable laws, 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 3 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% p.a. for any delay beyond this period of 15 days. Further, the investors shall be
compensated by the SCSBs in accordance with SEBI Master Circular (to the extent applicable), in the events of
delayed unblock for cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI
application, blocking of more amount than the application amount, delayed unblocking of amounts for non-
allotted/partially-allotted applications, for the stipulated period. Further, in terms of SEBI Master Circular (to the
extent applicable), the payment of processing fees to the SCSBs shall be undertaken pursuant to an application
made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application
amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation
relating to investor complaints has been paid by the SCSB.
The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a minimum
period of 8 years from the date of listing and commencement of trading of the Equity Shares on the Stock
Exchanges, subject to agreement with our Company for storage of such records for longer period, in order to
enable the investors to approach the Registrar to the Offer for redressal of their grievances.
All grievances, other than by Anchor Investors, may be addressed to the Registrar to the Offer, with a copy to the
448(Please scan
relevant Designated Intermediary, where the Bid cum Application Form was submitted, quoting the full name of
the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of the
Bidder, number of Equity Shares applied for, date of Bid cum Application Form, name and address of the relevant
Designated Intermediary, where the Bid was submitted and ASBA Account number (for Bidders other than UPI
Bidders bidding through the UPI mechanism) in which the amount equivalent to the Bid Amount was blocked or
UPI ID in case of UPI Bidders applying through the UPI mechanism in which the amount equivalent to the Bid
Amount is blocked. Further, the Bidder shall enclose the Acknowledgement Slip or provide the acknowledgement
number received from the Designated Intermediaries in addition to the documents/information mentioned
hereinabove. 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 BRLM(s) 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.
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 BRLMs with whom the
Bid cum Application Form was submitted by the Anchor Investor. All grievances relating to Bids submitted with
the Registered Brokers, may be addressed to the Stock Exchanges, with a copy to the Registrar to the Offer.
Further, Bidders shall also enclose a copy of the Acknowledgment Slip received from the Designated
Intermediaries in addition to the information mentioned hereinabove.
For helpline details of the Book Running Lead Managers pursuant to the SEBI Master Circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable), see ‘General
Information - Book Running Lead Managers’ on page 87.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in
case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may
also write to the BRLMs or the Registrar to the Offer, in the manner provided below.
Disposal of investor grievances by our Company
Our Company has obtained authentication on the SCORES in compliance with the SEBI Circular no.
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 (to the extent applicable) and any amendment
thereto, in relation to redressal of investor grievances through SCORES prior to filing the Red Herring Prospectus.
Our Company has not received any investor grievances in the last 3 Fiscals prior to the filing of this Red Herring
Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of filing of this
Red Herring Prospectus. Our Company estimates that the average time required by our Company and/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 appointed Tinku Kumar Gupta, as our Company Secretary and Compliance Officer and he may
be contacted in case of any pre-Offer or post-Offer related problems at the following address:
Address: 6th Floor, D2/2, Block-EP & GP,
Sector-V, Kolkata,
West Bengal, India, 700091
Telephone: 033 3522 2405
E-mail: cs@regaal.in
For further information, see ‘General Information-Company Secretary and Compliance Officer’ on page 87.
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Further, our Board has also constituted the Stakeholders’ Relationship Committee comprising of Dinabandhu
Mohapatra as Chairperson, and Sheetal Jhunjhunwala and Karan Kishorepuria as members, to review and redress
shareholder and investor grievances. For further information, see ‘Our Management – Stakeholders’ Relationship
Committee’ on page 299. The Selling Shareholders have authorised the Company Secretary and Compliance
Officer of our Company, and the Registrar to the Offer to redress any complaints received from Bidders in respect
of their respective portion of Offered Shares.
Disposal of investor grievances by listed Group Companies and Subsidiaries
As on the date of this Red Herring Prospectus, our Company does not have any subsidiary and none of our Group
Companies are listed on any stock exchange, and, therefore, there are no investor complaints pending against
them.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company had filed an application dated September 18, 2024 with SEBI under Regulation 300(1)(c) of the
SEBI ICDR Regulations, requesting for relaxation of the applicable provisions of the SEBI ICDR Regulations
with respect to identifying and disclosing, Sushil Jhunjhunwala, father of Shruti Kishorepuria; Gyaneshwari
Jhunjhunwala, mother of Shruti Kishorepuria and Ajit Jhunjhunwala, brother of Shruti Kishorepuria (collectively,
Related Individuals), and the body corporates/entities namely Shruti Family Trust, Genesis Exports Private
Limited (formerly known as Genesis Exports Limited), La Opala RG Limited, GDJ Housing Private Limited, SKJ
Investments Private Limited, SKJ Estate Private Limited, Radiant Packaging Private Limited and Ishita Housing
Private Limited (collectively, Connected Persons) from disclosing information and confirmations regarding, and
from, such natural person(s) and entities, as required under the SEBI ICDR Regulations (Exemption
Application). By way of a letter dated October 10, 2024 (bearing reference number SEBI/HO/CFD/RAC-
DIL2/P/OW/2024/31967/1), read with SEBI email dated December 31, 2024, SEBI has rejected the Exemption
Application and directed our Company to include the names of the relevant Related Individuals and Connected
Persons as members of our Promoter Group, and to disclose details pertaining to such individuals / entities based
on information available in the public domain. Since our Company has not been able to procure relevant
information, from, and in relation to, the Related Individuals and Connected Persons, and to comply with the
provisions of the SEBI ICDR Regulations, the disclosures in relation to the Related Individuals in the Draft Red
Herring Prospectus and this Red Herring Prospectus have been included to the best of our Company’s knowledge
and to the extent the information were available and accessible in the public domain including as published on the
websites of (i) Watchout Investors (accessible at https://www.watchoutinvestors.com/); (ii) CIBIL (accessible at
https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited (accessible
at https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis. Further, since
the Related Individuals and Connected Persons have expressed their unwillingness to be named as a member of
the Promoter Group in the Draft Red Herring Prospectus and this Red Herring Prospectus and any other document
in relation to the Offer and to provide the necessary information and confirmation sought, our Company has not
been able to ascertain any other entity forming part of the Connected Persons which would qualify as a member
of our Promoter Group. Accordingly, details in relation to the Connected Persons, which may qualify as a member
of our Promoter Group have not been disclosed in the Draft Red Herring Prospectus and this Red Herring
Prospectus. For details, please see ‘Risk Factors - Some of the members of our Promoter Group have not consented
to the inclusion of, nor have they provided, information or any confirmations or undertakings pertaining to himself
or the entities in which they holds interest, which are required to be disclosed in relation to Promoter Group
under the SEBI ICDR Regulations in the Draft Red Herring Prospectus and this Red Herring Prospectus. The
disclosures relating to these members of the Promoter Group have been included in the Draft Red Herring
Prospectus and this Red Herring Prospectus based on information available in public domain. Accordingly, we
cannot assure you that the disclosures relating to such members of our Promoter Group are accurate, complete,
or updated. Further, details in relation to Connected Persons which may qualify as a member of our Promoter
Group have not been disclosed in the Draft Red Herring Prospectus and this Red Herring Prospectus’ on page
37.
450(Please scan
SECTION VIII: OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered, allotted and transferred in the Offer will be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum of Association, the Articles
of Association, the SEBI Listing Regulations, the terms of this Red Herring Prospectus and the Prospectus, the
Bid-cum-Application Form, the Revision Form, the Confirmation of Allotment Note (CAN), Allotment Advice,
the Abridged Prospectus and other terms and conditions as maybe incorporated in the Allotment Advice and other
documents and certificates that may be executed in respect of the Offer. The Equity Shares will also be subject to
all applicable laws, guidelines, rules, notifications and regulations relating the issue of capital and listing and
trading of securities, issued from time to time, by the SEBI, GoI, Stock Exchanges, the RoC, the RBI and /or other
authorities to the extent applicable or such other conditions as may be prescribed by such governmental and /or
regulatory authority while granting approval for the Offer.
The Offer
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. The fees
and expenses relating to the Offer shall be borne by our Company and the Selling Shareholders each in the manner
agreed to among our Company and the Selling Shareholders and in accordance with applicable laws. For details
in relation to the sharing of Offer expenses between our Company and the Selling Shareholders, please see section
titled ‘Objects of the Offer’ on page 124.
Ranking of the Equity Shares
The Equity Shares being offered, Allotted and transferred in the Offer will be subject to the provisions of the
Companies Act 2013, the Memorandum of Association, the Articles of Association, SEBI ICDR Regulations,
SEBI Listing Regulations, SCRA and SCRR and will rank pari passu in all respects with the existing Equity
Shares of our Company, including in respect of dividends, voting and other corporate benefits, if any, declared
by our Company. The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend,
voting and other corporate benefits, if any, declared by our Company after the date of Allotment. For more
information, see ‘Dividend Policy’ and ‘Description of Equity Shares and Main Provisions of the Articles of
Association’ on page 314 and 485, respectively.
Mode of Payment of Dividend
Our Company will pay dividend, if declared, to our equity shareholders, as per the provisions of the Companies
Act 2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of Association, and
any guidelines or directives that may be issued by the GoI in this respect. Any dividends declared after the date
of Allotment (pursuant to the transfer of Equity Shares from the Offer for Sale) in this Offer will be payable to
the Allottees who have been allotted or transferred Equity Shares pursuant to the Offer, for the entire year, in
accordance with applicable law. For more information, see ‘Dividend Policy’ and ‘Description of Equity Shares
and Main Provisions of the Articles of Association’ on page 314 and 485, respectively.
Face Value, Price Band and Offer Price
The face value of each Equity Share is ₹ 5, and the Offer Price is ₹ [●] per Equity Share. At any given point of
time there will be only 1 denomination for the Equity Shares. The Floor Price of the Equity Shares is ₹ [●] and
the Cap Price of the Equity Shares is ₹ [●] per Equity Share, being the Price Band. The Anchor Investor Offer
Price is ₹ [●] per Equity Share.
The Price Band and the minimum Bid Lot size in the Offer will be decided by our Company, in consultation with
the BRLMs and shall be published at least 2 Working Days prior to the Bid/ Offer Opening Date, advertised in
all editions of the Financial Express, an English language national daily with wide circulation and all editions of
Jansatta, a Hindi language national daily with wide circulation and all editions of Dainik Statesman, a Bengali
language daily newspaper with wide circulation (Bengali being the regional language of Kolkata, West Bengal
where our Registered Office is located), at least 2 Working Days prior to the Bid/Offer Opening Date and shall
be made available to the Stock Exchanges for the purpose of uploading on their websites. The Price Band, along
451(Please scan
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 at the website of the Stock Exchanges. The Offer Price shall be determined by
our Company, in consultation with the BRLMs, after the Bid/Offer Closing Date, on the basis of assessment of
market demand for the Equity Shares offered by way of Book Building Process.
Compliance with disclosure and accounting norms
Our Company shall comply with all applicable disclosures 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, our Shareholders
shall have the following rights:
• Right to receive dividends, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy 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 surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• Right of free transferability, subject to applicable laws including any RBI rules and regulations, 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, SEBI Listing Regulations, our Memorandum of Association and the Articles of Association.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see ‘Description of
Equity Shares and Main Provisions of Articles of Association’ on page 485.
Joint Holders
Subject to the provisions contained in the Articles of Association of our Company, where 2 or more persons are
registered as the holders of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants
with benefits of survivorship.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act, and, the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form (i.e. not in the form of physical certificates and be represented by the
statement issued through the electronic mode). Hence, the Equity Shares offered through the Red Herring
Prospectus can be applied for in the dematerialised form only. In this context, the following agreements have been
signed among our Company, the respective Depositories, and the Registrar to the Offer:
• Tripartite Agreement dated September 13, 2024 between NSDL, our Company and Registrar to the
Offer; and
• Tripartite Agreement dated September 13, 2024 between CDSL, our Company and Registrar to the Offer.
Market Lot and Trading Lot
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Since trading of the Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to
which, the tradable lot is 1 Equity Share. Allotment in this Offer will be only in electronic form in multiples of 1
Equity Share subject to a minimum Allotment of [●] Equity Shares. For the method of Basis of Allotment, see
‘Offer Procedure’ on page 462.
Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Kolkata, West
Bengal, India.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013 and rules framed thereunder 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 1 person in whom, in the event of the death of Sole Bidder or in case of joint
Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. to the exclusion
of all other persons, unless the nomination is varied or cancelled in the prescribed manner. A person, being a
nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same
advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s).
Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any
person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination
shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination
may be cancelled or varied by nominating any other person in place of the present nominee, by the holder of the
Equity Shares who has made the nomination, by giving a notice of such cancellation or variation to our Company
in the prescribed form. A buyer will be entitled to make a fresh nomination/ cancel nomination in the manner
prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered
Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall
upon the production of such evidence as may be required by the Board, elect either:
a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may, at any time, give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the
Board may thereafter withhold payment of all dividends, interests, bonuses or other moneys payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialized form, there is no
requirement to make a separate nomination with our Company. Nominations registered with respective depository
participant of the Bidder would prevail. If the Bidder wants to change the nomination, they are requested to inform
their respective depository participant.
Notwithstanding the foregoing, this 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 (ii) filing of the
Prospectus with the RoC.
Bid/Offer Programme
ANCHOR INVESTOR BID / OFFER PERIOD OPENS AND Monday, August 11, 2025
CLOSES ON*
BID/ OFFER OPENS ON* Tuesday, August 12, 2025
BID/ OFFER CLOSES ON Thursday, August 14, 2025^
*Our Company in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI
ICDR Regulations.
^ UPI mandate end time and date shall be at 5:00 pm on Bid/ Offer Closing Date.
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An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Bid/ Offer Closing Date Thursday, August 14,
2025
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Monday,
August 18, 2025
Initiation of refunds (if any, for Anchor Investors) / unblocking of funds from ASBA On or about Tuesday,
Account* August 19, 2025
Credit of the Equity Shares to depository accounts of Allottees On or about Tuesday,
August 19, 2025
Commencement of trading of the Equity Shares on the Stock Exchanges On or about
Wednesday, August
20, 2025
* 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 by the intermediary responsible for causing such delay in unblocking at a uniform rate of ₹100
per day or 15% per annum of the Bid Amount, whichever is higher, in accordance with applicable law. For (i) 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,; (ii) 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; (iii) 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 for such delay in unblocking, in accordance with applicable law. The Bidders shall be
compensated by the manner specified in the SEBI ICDR Master Circular, in case of delays in resolving investor grievances in
relation to blocking/ unblocking of funds, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed
agreement of our Company with the Self Certified Syndicate Bank(s)(SCSB), to the extent applicable.
The above timetable is indicative and does not constitute any obligation on our Company or the Selling
Shareholders or the BRLMs.
While our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within 3 Working
Days of the Bid/ Offer Closing Date or such period as may be prescribed, the timetable may change due to
various factors, such as extension of the Bid/Offer Period by our Company, revision of the Price Band or
any delays in receiving the final listing and trading approval from the Stock Exchanges. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges
and in accordance with the applicable laws. The Selling Shareholders confirm that they shall extend
complete co-operation required by our Company and the BRLMs 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 within such other period as prescribed by SEBI.
The Offer Procedure is subject to change based on any revised SEBI circulars that are issued or are effective
or become applicable, after filing of this Red Herring Prospectus.
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. IST
Bid/ Offer Closing Date*
Submission of electronic applications (Online ASBA through Only between 10.00 a.m. and up to 5.00 p.m.
3-in-1 accounts) - For Retail Individual Bidders IST
Submission of electronic applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m.
Online channels like internet banking, mobile banking and IST
Syndicate UPI ASBA applications where Bid Amount is up
to ₹0.50 million)
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Submission of electronic applications (Syndicate non-retail, Only between 10.00 a.m. and up to 3.00 p.m.
non-individual applications) IST
Submission of physical applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m.
IST
Submission of physical applications (Syndicate non-retail, Only between 10.00 a.m. and up to 12.00 p.m.
non-individual applications of QIBs and NIIs where Bid IST and Syndicate member shall transfer such
Amount is more than ₹0.50 million applications to banks before 1 p.m. IST
Modification/ revision/cancellation of Bids
Upward revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. and up to 4.00 p.m.
Bidders categories# IST on Bid/ Offer Closing Date
Upward or downward revision of Bids or cancellation of Only between 10.00 a.m. and up to 5.00 p.m.
Bids by RIBs IST on Bid/ Offer Closing Date
* UPI mandate end time and date shall be at 5:00 pm on Bid/ Offer Closing Date.
# QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/Offer Closing Date, the Bids shall be uploaded until:
a) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
b) Until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail
Individual Bidders.
On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by Retail Individual Bidders after taking into account the total number of Bids received and as reported
by the BRLMs to the Stock Exchanges.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s 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 and submit the confirmation to the BRLMs and the Registrar to the Offer on a daily
basis, as per format prescribed under the SEBI ICDR Master Circular.
To avoid duplication, the facility of re-initiation provided to Syndicate Member shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.
It is clarified that Bids 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.
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.
Due to limitation of the time available for uploading the Bids on the Bid/Offer Closing Date, the Bidders are
advised to submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 1.00 p.m.
(Indian Standard Time) on the Bid/ Offer Closing Date. Bidders are cautioned that, in the event a large number of
Bids are received on the Bid/ Offer Closing Date, as is typically experienced in public offerings in India, it may
lead to some Bids not being uploaded due to lack of sufficient time to upload. Such Bids that cannot be uploaded
on the electronic bidding system will not be considered for allocation under the Offer. Bids and any revision in
Bids will only be accepted on Working Days. Bidders may please note that as per letter no. List/SMD/SM/2006
dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids
and any revision in Bids shall not be accepted on Saturdays 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. Neither our Company, nor any member of the Syndicate is liable
for any failure in uploading or downloading the Bids due to faults in any software / hardware system or otherwise.
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Our Company and the Selling Shareholders, with the BRLMs, reserves the right to revise the Price Band during
the Bid/ Offer Period. The revision in the Price Band shall not exceed 20% on either side, i.e., the Floor Price can
move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly, provide
that the cap of the Price Band shall be at least 105% of the Floor Price. Floor Price shall not be less than the face
value of the Equity Shares.
In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least 3 additional
Working Days after such revision, subject to the Offer Period not exceeding 10 Working Days. In cases of
force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in
writing, extend the Bid/ Offer Period for a minimum of 1 Working Day, subject to the Bid/ Offer Period
not exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/ Offer Period, if
applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release
and also by indicating the change on the websites of the BRLMs and at the terminals of the members of the
Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable.
Withdrawal of the Offer
Our Company in consultation with the BRLMs, reserve the right not to proceed with the Offer at any time after
the Bid/Offer Closing Date but before Allotment. In such an event, our Company will issue a public notice within
two days from the Bid/ Offer Closing Date or such time as may be prescribed by SEBI, providing reasons for not
proceeding with the Offer. The BRLMs, through the Registrar to the Offer, will instruct the SCSBs or the Sponsor
Banks, as the case may be, to unblock the bank accounts of the ASBA Bidders and the Escrow Collection Bank
within one Working Day from the day of receipt of such instruction 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 withdraw the Offer after the Bid/Offer Closing Date and thereafter determine that they will
proceed with a public offering of Equity Shares, our Company will file a fresh draft red herring prospectus with
SEBI and the Stock Exchanges.
Notwithstanding the foregoing, the Offer is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company will apply for only after Allotment and within 2 Working Days of the Bid/
Offer Closing Date or such other time period as prescribed under applicable law.
Minimum Subscription
In case our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of
the SCRR or minimum subscription of 90% of the Fresh Issue portion through Offer Document on the date of
closure of the Offer; or withdrawal of applications; or after technical rejections; or if the listing or trading
permission is not obtained from the stock exchanges for the securities so issued under the issue document, our
Company shall forthwith refund the entire subscription amount received in accordance with applicable law
including the SEBI Master Circular (to the extent applicable. If there is a delay beyond the prescribed time, our
Company, and every Director of our Company, who are officers in default, shall pay interest at the rate of 15%
per annum.
Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be
Allotted shall not be less than 1,000 in compliance with Regulation 49(1) of the SEBI ICDR Regulations failing
which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case
of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our
Company shall be liable to pay interest on the application money in accordance with applicable laws.
In the event of achieving aforesaid minimum subscription, however, there is under-subscription in achieving the
total Offer size, the Equity Shares will be Allotted in the following order:
a) such number of equity shares will be first Allotted by our Company such that 90% of the Offer portion is
subscribed; and
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b) once Equity Shares have been allotted as per (a), such number of Equity Shares will be allotted by our
Company towards the balance 10% of the Offer portion.
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, and subscription money
will be refunded, as applicable. 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 1 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.
Restrictions on Transfer and Transmission of Equity Shares
Except for lock-in of the pre-Offer capital of our Company, minimum Promoter’s contribution and the Anchor
Investor lock-in and except as provided in the Articles of Association, there are no restrictions on transfer of
Equity Shares. Further, there are no restrictions on transmission of shares / debentures and on their
consolidation/splitting, except as provided in the Articles of Association. For details, see ‘Description of Equity
Shares and Main Provisions of the Articles of Association’ on page 485.
Option to receive Equity Shares in Dematerialised Form
Pursuant to Section 29 of the Companies Act, Allotment of Equity Shares to successful Bidders will only be in
the dematerialised form. Bidders will not have the option of Allotment of the Equity Shares in physical form. The
Equity Shares on Allotment will be traded only in the dematerialised segment of the Stock Exchanges
Authority for the Offer
The Offer has been authorised by our Shareholders pursuant to a special resolution dated July 25, 2025, and a
resolution of our Board dated July 24, 2025. Further, our Board has approved the size of the Offer pursuant to its
resolution dated July 24, 2025.
This Red Herring Prospectus has been approved by our Board pursuant to its resolution dated August 6, 2025.
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OFFER STRUCTURE
The Offer is of up to [●] Equity Shares of face value of ₹5 for cash at price of ₹ [●] per Equity Share (including
a premium of ₹ [●] per Equity Share) aggregating up to ₹ [●] million, comprising of Fresh Issue of [●] Equity
Shares aggregating up to ₹ 2,100.00 million by our Company and an Offer for Sale of up to 9,412,000 Equity
Shares aggregating up to ₹ [●] million by our Selling Shareholders. The Offer is being made through the Book
Building Process in compliance with Regulation 6(1) of the SEBI ICDR Regulation.
The Offer shall constitute [●]% of the post-Offer paid-up Equity Share capital of our Company.
The face value of Equity Shares is ₹ 5 each.
Particulars QIBs(1) Non-Institutional Retail Individual
Bidders Bidders
Number of Equity Not more than [●] Equity Not less than [●] Equity Not less than [●]
Shares available for S hares. Shares available for Equity Shares
Allotment/allocation*(2) allocation or Offer less available for
allocation to QIB Bidders allocation or Offer
and Retail Individual less allocation to
Bidders(s) QIB Bidders and
Non-Institutional
Bidders
Percentage of Offer size Not more than 50% of the Not less than 15% of the Not less than 35% of
available for Offer shall be available for Offer or the Offer less the Offer or Offer
Allotment/allocation allocation to QIBs. allocation to QIB Bidders less allocation to
However, up to 5% of the and Retail Individual QIBs and Non-
QIB Portion (excluding the Bidder(s) will be available Institutional Bidders
Anchor Investor Portion) for allocation, out of will be available for
shall be available for which: allocation
allocation proportionately
to Mutual Funds only. i. one-third of the
Mutual Funds participating portion available to
in the Mutual Fund Portion Non-Institutional
will also be eligible for Bidders shall be
allocation in the remaining reserved for
QIB Portion (excluding the applicants with an
Anchor Investor Portion). application size of
The unsubscribed portion in more than ₹ 0.20
the Mutual Fund Portion million and up to ₹
will be available for 1.00 million; and
allocation to other QIBs.
ii. two-third of the
portion available to
Non-Institutional
Bidders shall be
reserved for
applicants with
application size of
more than ₹ 1.00
million. Provided
that the unsubscribed
portion in either of
the sub-categories
specified above may
be allocated to
applicants in the
other sub-category
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Particulars QIBs(1) Non-Institutional Retail Individual
Bidders Bidders
of Non-Institutional
Bidders
Basis of Proportionate as follows The Equity Shares Allotment to each
Allotment/allocation if (excluding the Anchor available for allocation to Retail Individual
respective category Investor Portion): Non-Institutional Bidder shall not be
oversubscribed* Investors under the Non- less than the
(a) Up to [●] Equity Institutional Category minimum Bid Lot,
Shares shall be shall be subject to the subject to
available for allocation following: availability of
on a proportionate Equity Shares in
basis to Mutual Funds (a) One-third of the the Retail Portion
only; and Non-Institutional and the remaining
Category will be available Equity
(b) Up to [●] Equity available for Shares if any, shall
Shares shall be allocation to Bidders be Allotted on a
available for allocation with a Bid size of proportionate
on a proportionate more than ₹ 0.2 basis.
basis to all QIBs, million and up to ₹ 1
including Mutual million; and For details, see
Funds receiving ‘Offer Procedure’
allocation as per (a) (b) Two-thirds of the o n page 462.
above. Non-Institutional
Category will be
Up to 60% of the QIB available for
Portion (of up to [●] Equity allocation to Bidders
Shares) may be allocated on with a Bid size of
a discretionary basis to more than ₹ 1
Anchor Investors of which million.
one-third shall be available
for allocation to Mutual Provided that the
Funds only, subject to valid unsubscribed portion in
Bid received from Mutual either of the
Funds at or above the aforementioned sub-
Anchor Investor Allocation categories may be
Price. allocated to applicants in
the other sub-category of
Non-Institutional
Investors
The allotment of
specified securities to
each Non-Institutional
Investor shall not be less
than the minimum
application size, subject
to availability in the Non-
Institutional Category,
and the remainder, if any,
shall be allotted on a
proportionate basis in
accordance with the
conditions specified in
the SEBI ICDR
Regulations.
Mode of Bid^ Only through the ASBA Only through the ASBA Only through the
process (excluding the UPI process (including UPI ASBA process
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Particulars QIBs(1) Non-Institutional Retail Individual
Bidders Bidders
Mechanism) except for Mechanism for Bids up to (including the UPI
Anchor Investors ₹ 0.50 million) Mechanism)
Minimum Bid [●] Equity Shares and in Such number of Equity [●] Equity Shares
multiples of [●] Equity Shares and in multiples
Shares thereafter so that the of [●] Equity Shares so
Bid Amount exceeds ₹ 0.20 that the Bid Amount
million. exceeds ₹ 0.20 million.
Maximum Bid Such number of Equity Such number of Equity Such number of
Shares in multiples of [●] Shares in multiples of Equity Shares in
Equity Shares not exceeding [●] Equity Shares not multiples of [●]
the Offer Size (excluding exceeding the Offer Size Equity Shares so
the Anchor Investor (excluding the QIB that the Bid
Portion), subject to Portion), subject to Amount does not
applicable limits under applicable limits under exceed ₹ 0.20
applicable law. applicable law. million.
Mode of allotment Compulsorily in dematerialised form.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Allotment Lot A Minimum of [●] Equity Shares and in multiples of 1 Equity Share thereafter.
Trading Lot 1 Equity Share
Who can apply(3) Public financial institutions Resident Indian Resident Indian
as specified in Section 2(72) individuals, Eligible individuals, Eligible
of the Companies Act, NRIs, HUFs (in the name NRIs and HUFs (in
scheduled commercial of Karta), companies, the name of Karta)
banks, mutual funds corporate bodies, applying for Equity
registered with SEBI, scientific institutions, Shares such that the
Eligible FPIs (other than societies, trusts and FPIs Bid amount does not
individuals, corporate bodies who are individuals, exceed ₹ 0.20
and family offices), VCFs, corporate bodies and million in value.
AIFs, state industrial family offices which are
development corporation, recategorized as category
multilateral and bilateral II FPIs and registered
development corporation, with SEBI
insurance company
registered with IRDAI,
provident fund with
minimum corpus of ₹ 250.00
million, pension fund with
minimum corpus of ₹ 250.00
million, registered with the
Pension Fund Regulatory
and Development Authority
established under sub-
section (1) of section 3 of the
Pension Fund Regulatory
and Development Authority
Act, 2013 in accordance with
applicable law and National
Investment Fund set up by
the Government, insurance
funds set up and managed by
army, navy or air force of the
Union of India, insurance
funds set up and managed by
the Department of Posts,
India and systemically
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Particulars QIBs(1) Non-Institutional Retail Individual
Bidders Bidders
important non-banking
financial companies
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 (other than Anchor Investors) or by the
Sponsor Bank through the UPI Mechanism (for UPI Bidders) that is specified in
the ASBA Form at the time of submission of the ASBA Form.
* Assuming full subscription of the Offer.
^ The SEBI ICDR Master Circular has mandated that ASBA applications in public issues shall be processed only after the
application monies are blocked in the bank accounts of the Bidders.
(1) Our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the
price at which allocation is being made to other Anchor Investors. For further details, see ‘Offer Procedure’ on page
462.
(2) Subject to valid Bids being received at or above the Offer Price. The Offer is being made in terms of Rule 19(2)(b) of the
SCRR read with Regulation 45 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process
in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be
Allotted on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of the Net QIB Portion shall
be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall
be available for allocation on a proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from
Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual
Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less
than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders, out of which
one-third of the Non- Institutional Portion will be available for allocation to Bidders with an application size of more
than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds of the Non-Institutional Portion will be available for allocation
to Bidders with an application size of more than ₹ 1.00 million, 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 from them at or above the Offer Price.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also
held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application
Form. The Bid cum Application Form should contain only the name of the First Bidder whose name should also appear
as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder would be
required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint
holders.
(4) Anchor Investors shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any
positive difference between the Anchor Investor Allocation Price and the Offer Price, shall be payable by the Anchor
Investor pay-in date as mentioned in the CAN.
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 other categories or a combination of categories
at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, on a
proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with
spill-over from other categories or a combination of categories. For details, see ‘Terms of the Offer’ on page 451.
Bids by FPIs with certain structures as described under ‘Offer Procedure - Bids by FPIs’ on page 470 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.
Note: 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 Share.
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OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars (General Information Document) which highlights the key rules, processes and procedures applicable
to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the
SEBI ICDR Regulations. The General Information Document is available on the websites of the Stock Exchanges
and the BRLMs. Please refer to the relevant provisions of the General Information Document which are
applicable to the Offer especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism.
The investors should note that the details and process provided in the General Information Document should be
read along with this section.
Additionally, 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; (v) issuance of CAN and Allotment in the Offer; (vi)
general instructions (limited to instructions for completing the Bid cum Application Form); (vii) designated date;
(viii) disposal of applications; (ix) submission of Bid cum Application Form; (x) other instructions (limited to
joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical
grounds); (xi) applicable provisions of Companies Act relating to punishment for fictitious applications; (xii)
mode of making refunds; and (xiii) interest in case of delay in Allotment or refund.
SEBI through the UPI Circulars has 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.
With effect from July 1, 2019, SEBI vide its Circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, read with Circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 for
applications by UPI Bidders through Designated Intermediaries (other than SCSBs), as superseded by SEBI
Master Circular (to the extent applicable), the existing process of physical movement of forms from such
Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism
for such Bids with existing timeline of T+6 days was mandated for a period of three months or launch of five main
board public issues, whichever is later (UPI Phase II). Subsequently, however, SEBI vide its Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, as superseded by SEBI Master Circular, extended
the timeline for implementation of UPI Phase II till further notice. However, given the uncertainty due to the
COVID19 pandemic, SEBI vide its Circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, as
superseded by SEBI Master Circular no. (to the extent applicable), SEBI decided to continue with the UPI Phase
II till further notice. Thereafter, SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023,
Phase III has been notified, and accordingly the revised timeline of T+3 days (i.e., the time duration from public
issue closure to listing of be 3 Working Days) has been made applicable in two phases i.e., (i) voluntary for all
public issues opening on or after September 1, 2023; and (ii) mandatory on or after December 1, 2023 (UPI
Phase III). The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III, subject
to any further circulars, clarification or notification issued by the SEBI from time to time.
Further, the SEBI master circular bearing reference no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7,
2024 (SEBI RTA Master Circular) and circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, have
introduced certain additional measures for streamlining the process of initial public offers and redressing investor
grievances. The provisions of these circulars are deemed to form part of this Red Herring Prospectus.
Additionally, pursuant to the SEBI 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 SEBI Master Circular has consolidated and rescinded some of the aforementioned circulars, to
the extent they relate to the SEBI ICDR Regulations, and also prescribed certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. The provisions of the SEBI
Master Circular are deemed to form part of this Red Herring Prospectus.
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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 SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI Master Circular no. SEBI/HO/MIRSD/POD-
1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable).
Our Company and the BRLMs do not accept any responsibility for the completeness and accuracy of the
information stated in this section and are not liable for any amendment, modification or change in the applicable
law which may occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the
investment limits or maximum number of Equity Shares that can be held by them under applicable law or as
specified in the Red Herring Prospectus and the Prospectus.
Book Building Procedure
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR, read with
Regulation 31 of the SEBI ICDR Regulations, in accordance with Regulation 6(1) of the SEBI ICDR Regulations
wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided
that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from them at or above the Anchor
Investor Allocation Price. Further, in the event of under-subscription, or non-allocation in the Anchor Investor
Portion, the balance Equity Shares shall be added 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. Further, not less than
15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors out of
which (a) 1/3rd of such portion shall be reserved for applicants with application size of more than ₹ 0.20 million
and up to ₹ 1.00 million; and (b) 2/3rd of such portion shall be reserved for applicants with application size of
more than ₹ 1.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated
to applicants in the other sub-category of Non-Institutional Investors and not less than 35% of the 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.
Under-subscription, if any, in any category, except in the QIB Portion would be allowed to be met with spill over
from any other category or combination of categories, at the discretion of our Company in consultation with the
BRLMs and the Designated Stock Exchange subject to applicable laws. 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.
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 the DP ID and the Client ID and the PAN and UPI ID (for UPI Bidders Bidding through the UPI
Mechanism), shall be treated as incomplete and will be rejected. Bidders will not have the option of being
Allotted Equity Shares in physical form.
Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated
February 13, 2020 and press releases dated June 25, 2021 and September 17, 2021.
Phased implementation of UPI
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, UPI has
been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the
account maintained with SCSBs under the ASBA) for applications by UPI Bidders through intermediaries with
the objective to reduce the time duration from public issue closure to listing from 6 Working Days to up to 3
Working Days. Considering the time required for making necessary changes to the systems and to ensure complete
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and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced and implemented the
UPI payment mechanism in 3 phases in the following manner:
a) Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of 5 main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended
until June 30, 2019. Under this phase, an RII also had the option to submit the ASBA Form with any of the
intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration from public
issue closure to listing would continue to be 6 Working Days.
b) Phase II: This phase has become applicable from July 1, 2019. SEBI through its Circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Further, SEBI through its Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 decided to continue Phase II of UPI with ASBA
until further notice. Under this phase, submission of the physical ASBA Form by an RII through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and is replaced by
the UPI payment mechanism. However, the time duration from public issue closure to listing continues to
be 6 Working Days during this phase.
c) Phase III: Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, Phase
III has been notified, and accordingly the revised timeline of T+3 days (i.e., the time duration from public
issue closure to listing of be 3 Working Days) has been made applicable in two phases i.e., (i) voluntary for
all public issues opening on or after September 1, 2023; and (ii) mandatory on or after December 1, 2023
(T+3 Circular). The Offer shall be undertaken pursuant to the processes and procedures as notified in the
T+3 Circular as applicable, subject to any circulars, clarification or notification issued by SEBI from time to
time, including any circular, clarification or notification which may be issued by SEBI.
Pursuant to the SEBI ICDR Master Circular (to the extent that such circulars pertain to the UPI Mechanism)
which has consolidated and rescinded the above-mentioned circulars (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 applicable law. Additionally, if there is any delay in the redressal of investors’ complaints, the
relevant SCSB as well as the post-Offer BRLMs will be required to compensate the concerned investor.
Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken
pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after
(i) unblocking of application amounts for each application received by the SCSB has been fully completed,
and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.
The Offer will be made under UPI Phase III of the UPI Circular.
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.
Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders
applying in public issues where the application amount is up to ₹ 0.50 million shall use the UPI Mechanism and
shall also provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned
herein below:
i. a Syndicate Member;
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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);
iv. a registrar to an offer and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be
available with the Designated Intermediaries at relevant Bidding Centres and at our Registered Office. An
electronic copy of the ASBA Form will also be available for download on the websites of NSE
(www.nseindia.com) and BSE (www.bseindia.com) at least 1 day prior to the Bid/Offer Opening Date.
For Anchor Investors, the Anchor Investor the Bid cum Application Form will be available at the offices of the
BRLMs.
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 the UPI Mechanism. Anchor Investors are not permitted to participate
in this Offer through the ASBA process.
All ASBA Bidders must provide either (i) bank account details and authorisation to block funds in their respective
ASBA Accounts in the relevant space provided in the ASBA Form; or (ii) the UPI ID (in case of UPI Bidders),
as applicable, in the relevant space provided in the ASBA Form and the ASBA Form that does not contain such
details are liable to be rejected. Applications made by the UPI Bidders using third party bank account or using
third party linked bank account UPI ID are liable for rejection.
Retail Individual Investors 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. Bids submitted by Retail Individual Investors with any Designated
Intermediary (other than SCSBs) without mentioning the UPI ID are liable to be rejected. UPI Bidders using the
UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided
on the website of SEBI.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA Forms) and the
ASBA Forms not bearing such specified stamp are liable to be rejected. ASBA Bidders must ensure that the ASBA
Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked by
the SCSB or the Sponsor Bank, as applicable at the time of submitting the Bid. In order to ensure timely
information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts
blocked/ unblocked.
For all IPOs opening on or after September 1, 2022, by the SEBI ICDR Master Circular, all the ASBA applications
in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts.
Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a
mandatory confirmation on the application monies blocked. The circular shall be applicable for all categories of
investors viz. QIBs, Non-Institutional Investors and Retain Individual Investors, and also for all modes through
which the applications are processed.
Since the Offer is made under Phase III, ASBA Bidders may submit the ASBA form in the manner below:
a. RIBs (other than the UPI Bidders using the UPI Mechanism) 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.
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b. UPI Bidders using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, sub-syndicate
members, Registered Brokers, RTAs or CDPs or online using the facility of linked online trading, demat
and bank account (3 in 1 type accounts), provided by certain brokers.
c. QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:
Category Colour of Bid cum
Application Form*
Resident Indians including resident QIBs, Non-Institutional Bidders, Retail Individual White
Bidders and Eligible NRIs applying on a non-repatriation basis(1)
Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs Blue
and registered bilateral and multilateral institutions(1)
Anchor Investors(2) White
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms will also be available for download on the website of NSE
(www.nseindia.com) and BSE (www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
The Equity Shares offered in the Offer have not been and will not be registered, listed, or otherwise
qualified in any jurisdiction except India and may not be offered or sold to persons outside of India except
in compliance with the applicable laws of each such jurisdiction. In particular, the Equity Shares have not
been and will not be registered under the U.S. Securities Act or any other applicable law of the United
States and, unless so registered, may not be offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable state securities laws. Accordingly, the Equity Shares are only being offered and sold outside
the United States in offshore transactions as defined in and in reliance on Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdictions where those offer and sales occur.
In case of ASBA Forms, Designated Intermediaries shall upload the relevant Bid details in the electronic bidding
system of the Stock Exchanges.
Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms (except Bid cum Application
Forms submitted by UPI Bidders Bidding using the UPI Mechanism) to the respective SCSB, where the Bidder
has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s). 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 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.
Subsequently, for ASBA Forms (other than UPI Bidders using UPI Mechanism), Designated Intermediaries (other
than SCSBs) shall submit / deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank
account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. 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 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.
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For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with
the Sponsor Bank on a continuous basis through API integration to enable the Sponsor Bank to initiate UPI
Mandate Request to UPI Bidders for blocking of funds. The Sponsor Bank shall initiate a request for blocking of
funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their
respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit
trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders
(Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the
Sponsor Bank, 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 and the issuer bank.
The Sponsor Bank and the Bankers to the Offer shall provide the audit trail to the BRLMs for analysing the same
and fixing liability.
The Sponsor Bank 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 will undertake reconciliation of all Bid
requests and responses throughout their lifecycle on a daily basis and share reports with the BRLMs in the format
and within the timelines as specified under the UPI Circulars. Sponsor Bank 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 on a continuous basis.
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 Banks shall initiate requests for blocking of funds in the ASBA
Accounts of relevant Bidders with a confirmation cut-off time of 5.00 p.m. on the Bid/Offer Closing Date (Cut-
Off Time). Accordingly, UPI Bidders Bidding using the UPI Mechanism should accept UPI Mandate Requests
for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall
lapse. For ensuring timely information to investors, SCSBs shall send alerts as specified in SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI Master Circular (to the extent applicable).
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such banks provide a written confirmation on compliance with SEBI Master Circular (to the
extent applicable).
The Sponsor Bank 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.
ELECTRONIC REGISTRATION OF BIDS
1. 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.
2. 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 will be disclosed in the Red Herring Prospectus.
3. 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.
Participation by the Promoter, the members of our Promoter Group, the BRLMs, associates and affiliates
of the BRLMs and the Syndicate Member and the persons related to the Promoters, the members of our
Promoter Group, BRLMs and the Syndicate Member
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The BRLMs and the Syndicate Member shall not be allowed to purchase the Equity Shares in any manner, except
towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs
and the Syndicate Member may purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-
Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and
such subscription may be on their own account or on behalf of their clients. All categories of investors, including
respective associates or affiliates of the BRLMs and Syndicate Member, shall be treated equally for the purpose
of allocation to be made on a proportionate basis.
Except for Mutual Funds, AIFs or FPIs other than individuals, corporate bodies and family offices which are
associates of the BRLMs or pension funds sponsored by entities which are associates of the BRLMs or insurance
companies promoted by entities which are associates of the BRLMs, neither the BRLMs nor its respective
associates can apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an ‘associate of the 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
BRLMs.
Further, the Promoters and the members of our Promoter Group shall not participate by applying for Equity Shares
in the Offer, except in accordance with the applicable law. Furthermore, persons related to the Promoters and the
members of our 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 the members of our Promoter Group of our Company, veto rights or a right to appoint
any nominee director on our Board, shall be deemed to be a person related to the Promoters or the members of
our Promoter Group of our Company.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations and in addition to details and conditions mentioned in this section
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 BRLMs.
2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 100
million. A Bid cannot be submitted for over 60% of the QIB 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 ₹ 100 million.
3. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4. Bidding for Anchor Investors will open 1 Working Day before the Bid/Offer Opening Date, i.e., the
Anchor Investor Bidding Date, and will be completed on the same day.
5. Our Company, in consultation with the BRLMs, may finalise 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 2 Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹
100 million;
b. minimum of 2 and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹ 100 million but up to ₹ 2,500 million, subject to a minimum
Allotment of ₹ 50 million per Anchor Investor; and
c. in case of allocation above ₹ 2,500 million under the Anchor Investor Portion, a minimum of 5
such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million, and an
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additional 10 Anchor Investors for every additional ₹2,500 million, subject to minimum
Allotment of ₹ 50 million 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 is made will be made
available in the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to
the Stock Exchange.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.
8. If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Allocation Price will be payable by the
Anchor Investors 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 Allocation Price shall still be the Anchor Investor Offer.
9. 50% Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a
period of 30 days from the date of Allotment and the remaining 50% of the Equity Shares shall be
locked-in for a period of 90 days from the date of Allotment.
10. Neither the BRLMs or any associate of the BRLMs (except Mutual Funds sponsored by entities which
are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs
or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals,
corporate bodies or family offices which are associate of the BRLMs or pension funds sponsored by
entities which are associates of the BRLMs nor any ‘person related to the Promoters or the members of
our Promoter Group’ shall apply in the Offer under the Anchor Investor Portion.
11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.
12. For more information, see the General Information Document.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with
the Bid cum Application Form. Failing this, our Company, in consultation with BRLMs reserve the right to reject
any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual
Funds shall specifically state names of the concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid 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 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, exchange traded fund 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 Bidding on a repatriation basis should authorise their SCSBs or confirm or accept
the UPI Mandate Request (in case of UPI Bidders bidding through the UPI Mechanism) to block their Non-
Resident External Accounts (NRE Account), or Foreign Currency Non-Resident Accounts (FCNR Account),
and Eligible NRIs bidding on a non-repatriation basis should authorise their SCSBs or confirm or accept the UPI
Mandate Request (in case of UPI Bidders bidding through the UPI Mechanism) to block their Non-Resident
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Ordinary (NRO) accounts for the full Bid amount, at the time of submission of the Bid cum Application Form.
Participation of Eligible NRIs in the Offer shall be subject to the FEMA Regulations.
Only Bids accompanied by payment in Indian rupees or fully converted foreign exchange will be considered for
Allotment. 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 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. Eligible NRIs
Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (White in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents (Blue in colour).
For details of restrictions on investment by NRIs, see ‘Restrictions on Foreign Ownership of Indian Securities’
on page 483.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder
should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application
Form as follows: ‘Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where
XYZ is the name of the Karta’. Bids by HUFs will be considered at par with Bids from individuals.
Bids by FPIs
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI or an investor group (which means multiple entities
registered as foreign portfolio investors and directly or indirectly, having common ownership of more than 50%
or common control) shall be below 10% of our post-Offer Equity Share capital on a fully diluted basis. In case
the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of
our Company, on a fully diluted basis, the total investment made by the FPI or investor group will be reclassified
as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor
will be required to comply with applicable reporting requirements. Further, the total holdings of all FPIs put
together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our
Company operates (i.e., up to 100%). In terms of the FEMA Rules, for calculating the aggregate holding of FPIs
in a company, holding of all registered FPIs shall be included.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company in
consultation with BRLMs, reserve 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 (Blue in colour).
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar 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 Offer 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:
1. such offshore derivative instruments are issued only by persons registered as Category I FPIs;
2. such offshore derivative instruments are issued only to persons eligible for registration as Category I
FPIs;
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3. such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as
specified by SEBI; and
4. 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 (1) to (4)); 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 by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs
and DP IDs shall not be treated as multiple Bids:
• FPIs which utilise the multi investment manager (MIM Structure) structure;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme
or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager.
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned 7 structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN).
In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary
account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum
Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and
indicate the name of their respective investment managers in such confirmation. In the absence of such compliance
from the relevant FPIs with the operational guidelines for FPIs and designated Depository Participants issued to
facilitate implementation of SEBI FPI Regulations, such multiple Bids shall be rejected.
For details of investment by FPIs, see ‘Restrictions on Foreign Ownership of Indian Securities’ on page 483.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.
Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture
Capital Investors
The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, (SEBI AIF
Regulations) prescribe, amongst others, the investment restrictions on AIFs. Pursuant to the repeal of the SEBI
VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall
continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is
wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The
SEBI FVCI Regulations, inter alia prescribe the investment restrictions on FVCIs registered with SEBI.
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The holding in any company by any individual VCF registered with SEBI should not exceed 25% of the corpus
of the VCF. Further, FVCIs can invest only up to 33.33% of the investible funds in various prescribed instruments,
including in public offerings. Category I AIFs and Category II AIFs cannot invest more than 25% of the investible
funds in one investee company. However, large value funds for accredited investors of Category I AIFs and
Category II AIFs may invest up to 50% of the investible funds in an investee company. A category III AIF cannot
invest more than 10% of the investible funds in one investee company. However, large value funds for accredited
investors of Category III AIFs may invest up to 20% of the investible funds in an investee company. Participation
of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA Rules, amended from time to time.
All Non-Resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company in consultation with BRLMs, 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 BRLMs, reserve
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 (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, as per the last audited balance sheet or a subsequent balance sheet, whichever
is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and non-financial
services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company would
be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee
company if: (a) the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans/investments made to a company, provided that the bank is required
to submit a time-bound action plan for disposal of such shares (in this sub-clause (b)) within a specified period to
the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30% of
the paid-up share capital of the investee company, investment in a subsidiary and a financial services company
that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company
in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, as amended. Bids by banking Companies should not
exceed the investment limits prescribed for them under the applicable laws.
Bids by SCSBs
SCSBs participating in the Offer are required to comply with the terms of the circulars dated September 13, 2012
and January 2, 2013 issued by SEBI. Such SCSBs are required to ensure that for making applications on their own
account using ASBA, they should have a separate account in their own name with any other SEBI registered
SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear
demarcated funds should be available in such account for such Bids.
Bids by insurance companies
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In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company in
consultation with BRLMs, reserve the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers, prescribed under Regulation 9 the Insurance Regulatory and Development
Authority (Investment) Regulations, 2016 (IRDA Investment Regulations), and are based on investments in the
equity shares of a company, the entire group of the investee company and the industry sector in which the investee
company operates. Bidders are advised to refer to the IRDAI 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), must be attached to the Bid-cum Application Form. Failing this, our Company, in consultation with
BRLMs, reserve 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.
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 ₹ 250 million (subject to applicable laws) and pension funds with
a minimum corpus of ₹ 250 million, 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 BRLMs reserve the right to accept or reject any Bid in whole or in part, in either case, without
assigning any reason thereof.
Our Company, in consultation with the BRLMs, in their absolute discretion, 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 BRLMs, may deem fit.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹
250 million, 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 BRLMs reserve the right to reject any Bid, without assigning any reason thereof.
The above information is given for the benefit of the Bidders. Our Company and the BRLMs is not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Red Herring Prospectus, 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 Red Herring Prospectus, when filed.
In accordance with RBI regulations, OCBs cannot participate in the Offer.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of 3 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
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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 BRLMs 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
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 Advertisement
Subject to Section 30 of the Companies Act, our Company will, after filing the Red Herring Prospectus with the
RoC, publish a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, all editions of the
Financial Express, an English language national daily with wide circulation and all editions of Jansatta, a Hindi
language national daily with wide circulation and all editions of Dainik Statesman, a Bengali language daily
newspaper with wide circulation (Bengali being the regional language of Kolkata, West Bengal where our
Registered Office is located). Our Company shall, in the pre-Offer advertisement state the Bid/Offer Opening
Date, the Bid/Offer Closing Date and the QIB Bid/Offer Closing Date. This advertisement, subject to the
provisions of Section 30 of the Companies Act, shall be in the format prescribed in Part A of Schedule X of the
SEBI ICDR Regulations.
Signing of Underwriting Agreement and filing of Prospectus with the RoC
Our Company intends to enter into an Underwriting Agreement with the Underwriters on or after the
determination of the Offer Price, but prior to the filing of the Prospectus. After signing the Underwriting
Agreement, our Company will file the Prospectus with the RoC. The Prospectus would have details of the Offer
Price, Anchor Investor Offer Price, Offer Size and underwriting arrangements and would be complete in all
material respects.
General Instructions
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
can revise or withdraw their Bid(s) until the 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:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their
Bids through the ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account
(i.e. bank account number or UPI ID, as applicable) in the Bid cum Application Form if you are not a UPI
Bidder bidding using the UPI Mechanism in the Bid cum Application Form and if you are a UPI Bidder
using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of
45 characters including the handle) in the Bid cum Application Form;
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5. UPI Bidders bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank
account, where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified
by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI
Mechanism, may submit their ASBA Forms with Syndicate, Sub-Syndicate members, Registered Brokers,
RTA or CDP;
7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB,
before submitting the ASBA Form to any of the Designated Intermediaries. Ensure that you use only your
own bank account linked UPI ID (only for UPI Bidders using the UPI Mechanism) to make an application
in the Offer;
8. If the first Bidder is not the bank account holder, ensure that the Bid cum Application Form is signed by
the account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank
account number in the Bid cum Application Form (for all Bidders other than UPI Bidders bidding using
the UPI Mechanism);
9. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
10. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment
specifying the application number as a proof of having accepted Bid cum Application Form for all your
Bid options from the concerned Designated Intermediary;
11. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is
included in the Bid cum Application Forms;
12. UPI Bidders bidding in the Offer to ensure that they shall use only their own ASBA Account or only their
own bank account linked UPI ID (only for UPI Bidders using the UPI Mechanism) to make an application
in the Offer and not ASBA Account or bank account linked UPI ID of any third party;
13. Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs
displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and the
UPI handle being used for making the application is also appearing in the link available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs
and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for
mobile applications or at such other websites as may be prescribed by SEBI from time to time;
14. UPI Bidders who wish to Bid using the UPI Mechanism should submit their Bids with the Designated
Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request
received from the Sponsor Bank to authorise blocking of funds equivalent to the Bid Amount in the UPI
Bidder’s ASBA Account;
15. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;
16. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00
p.m. of the Working Day immediately after the Bid/Offer Closing Date;
17. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form
or have otherwise provided an authorisation to the SCSB or Sponsor Bank, as applicable, via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders
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submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorise
the UPI Mandate Request, including in case of any revision of Bids, raised by the Sponsor Bank for
blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
18. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of the SEBI circular no. MRD/Dop/Cir-20/2008 dated June 30, 2008, may be exempt from
specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt
from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii)
Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular no. MRD/DoP/SE/Cir- 8
/2006 dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities
market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or
the State Government and officials appointed by the courts and for investors residing in the State of Sikkim
is subject to (a) the Demographic Details received from the respective depositories confirming the
exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary
account remaining in ‘active status’; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be
rejected;
19. Bidders should ensure that their PAN is linked with their Aadhaar and that they are in compliance with the
notification dated February 13, 2020, issued by the Central Board of Direct Taxes and the subsequent press
releases, including press releases dated June 25, 2021 and September 17, 2021;
20. Ensure that the Demographic Details are updated, true and correct in all respects;
21. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule
to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive
Magistrate under official seal;
22. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;
23. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents are submitted;
24. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign
and Indian laws;
25. Ensure that Bids above ₹ 5,00,000 submitted by ASBA Bidders are uploaded only by the SCSBs;
26. Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form
and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the
online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches
with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database;
27. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the
name of their investment managers in such confirmation which shall be submitted along with each of their
Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids
shall be rejected;
28. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the
UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN.
Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder may be deemed to have verified
the attachment containing the application details of the UPI Bidder in the UPI Mandate Request and have
agreed to block the entire Bid Amount and authorised the Sponsor Bank to block the Bid Amount
mentioned in the Bid Cum Application Form; and
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29. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors and UPI Bidders bidding using the UPI Mechanism) is submitted to a Designated
Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA
Form, is maintained has named at least one branch at that location for the Designated Intermediary to
deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in).
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid for a Bid Amount exceeding ₹ 0.2 million (for Bids by Retail Individual Bidders);
3. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;
4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
5. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
6. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
7. Do not submit the Bid for an amount more than funds available in your ASBA account;
8. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of a Bidder;
9. If you are a UPI Bidder using UPI mechanism, do not submit more than one Bid cum Application Form
for each UPI ID;
10. Anchor Investors should not Bid through the ASBA process;
11. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;
12. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
13. Do not submit the General Index Register (GIR) number instead of the PAN;
14. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the
Offer;
15. 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;
16. 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);
17. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap
Price;
18. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
19. Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;
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20. Do not Bid for more Equity Shares than what is specified by respective Stock Exchange for each category;
21. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date;
22. Do not submit your Bid after 5.00 pm on the Bid/Offer Closing Date;
23. In case of ASBA Bidders (other than 3-in-1 Bids), the Syndicate Member shall ensure that they do not
upload any Bids above ₹ 0.5 million;
24. 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 applicable laws
or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of
the Red Herring Prospectus;
25. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIB may revise or withdraw
their Bids on or before the Bid/Offer Closing Date;
26. Do not submit Bids to a Designated Intermediary at a location other than Specified Locations. If you are a
UPI Bidder using UPI Mechanism, do not submit the ASBA Form directly with SCSBs;
27. If you are a UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries
and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or
third party linked bank account UPI ID;
28. Do not Bid if you are an OCB;
29. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account
of an SCSB and/ or mobile applications which is not mentioned in the list provided on the SEBI website
are liable to be rejected;
30. Do not submit the Bid cum Application Forms to any non-SCSB bank; and
31. Do not submit a Bid cum Application Form with third party ASBA Bank Account or UPI ID (in case of
Bids submitted by UPI Bidders using the UPI Mechanism).
For helpline details of the Book Running Lead Manager pursuant to the SEBI Master Circular (to the extent
applicable), see ‘General Information - Book Running Lead Managers’ on page 87.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
In case of any pre-Offer or post Offer related issues regarding demat credit/refund orders/unblocking etc.,
investors shall reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the
Secretary and Compliance Officer and the Registrar, see ‘General Information’ on page 86. For details of grounds
for technical rejections of a Bid cum Application Form, see the General Information Document.
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;
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4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile
application or UPI handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third
party linked bank account UPI ID (subject to availability of information regarding third party account from
Sponsor Bank);
6. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account
UPI IDs;
7. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
8. Bids submitted without the signature of the First Bidder or sole Bidder;
9. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
11. GIR number furnished instead of PAN;
12. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals; and
13. Bids accompanied by stock invest, money order, postal order or cash.
Further, in case of any pre-offer or post offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer, and the
Registrar to the Offer. For details of the Company Secretary and Compliance Officer, and the Registrar to the
Offer., see ’General Information’ on page 86.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding 4 Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated
in accordance with applicable law. Further, Investors shall be entitled to compensation in the manner specified in
the SEBI Master Circular (to the extent applicable) in case of delays in resolving investor grievances in relation
to blocking/unblocking of funds.
Names of entities responsible for finalising the Basis of Allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLMs 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 offered through the Offer through the
Offer document except in case of oversubscription for the purpose of rounding off to make Allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than
1% of the Offer to public may be made for the purpose of making Allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the 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.
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The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis.
The allotment to each Non-Institutional Investors 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.
The Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis. The Equity Shares available
for allocation to Non-Institutional Investors under the Non-Institutional Portion, shall be subject to the following,
and in accordance with the SEBI ICDR Regulations: (i) one-third of the portion available to Non-Institutional
Investors shall be reserved for Non-Institutional Investors with an application size of more than ₹ 0.20 million
and up to ₹ 1 million, and (ii) two-third of the portion available to Non- Institutional Bidders shall be reserved for
Non-Institutional Investors with application size of more than ₹ 1 million, provided that the unsubscribed portion
in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-
Institutional Investors.
Payment into Escrow Account(s) for Anchor Investors
Our Company, in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor
Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in
their respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the
Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit,
RTGS, or NEFT) to the Escrow Accounts. The payment instruments for payment into the Escrow Account(s)
should be drawn in favour of:
i. In case of resident Anchor Investors: ‘Regaal Resources Limited – Resident A/C’
ii. In case of Non-Resident Anchor Investors: ‘Regaal Resources Limited – NRI A/C’
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Syndicate, the Bankers to the Offer and the Registrar to the Offer to
facilitate collections from Anchor Investors.
Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed among our Company, the respective Depositories and the
Registrar to the Offer:
• Tripartite Agreement dated September 13, 2024 among NSDL, our Company and the Registrar to the Offer.
• Tripartite Agreement dated September 13, 2024, among CDSL, our Company and Registrar to the Offer.
Undertakings by our Company
Our Company undertakes the following:
1. That the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
2. 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 3 Working Days
of the Bid/Offer Closing Date or such other time as may be prescribed;
3. That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by our Company;
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4. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within the time prescribed under applicable law, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;
5. 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 as a public notice within 2 days of the Bid/Offer Closing Date. The public
notice shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock
Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly;
6. That if our Company, in consultation with the BRLMs, withdraws the Offer after the Bid/Offer Closing Date,
our Company shall be required to file a fresh draft offer document with SEBI, in the event our Company
subsequently decides to proceed with the Offer thereafter;
7. Minimum Promoters’ Contribution shall be brought in advance before the Bid/Offer Opening Date;
8. That adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
and Anchor Investor Application Form from Anchor Investors;
9. No further Offer of Equity Shares shall be made until the Equity Shares issued or 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
10. That if Allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be refunded/unblocked within the time prescribed under applicable law. If there is
delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act, the
SEBI ICDR Regulations and applicable law for the delayed period.
Utilisation of Offer Proceeds
Our Board confirm that all monies received out of the Offer shall be credited/transferred to a separate bank account
other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act and the details of
all monies utilised out of the Offer shall be disclosed, and continued to be disclosed till the time any part of the
Offer proceeds reman unutilised, under an appropriate head in the balance sheet of our Company indicating the
purpose for which such monies have been utilised. Details of all monies unutilised, shall be disclosed under an
appropriate head in the balance sheet of our Company indicating the from in which such unutilised monies have
been invested.
Our Company and the Selling Shareholders, specifically confirm and declare that all monies received out of the
Offer shall be 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
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act which is reproduced below:
‘Any person who –
(i) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or
(ii) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or
(iii) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or
to any other person in a fictitious name, shall be liable for action under Section 447.’
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The liability prescribed under Section 447 of the Companies Act for fraud involving an amount of at least ₹ 1
million or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall
not be less than 6 months extending up to 10 years and fine of an amount not less than the amount involved in the
fraud, extending up to 3 times such amount (provided that where the fraud involves public interest, such term
shall not be less than 3 years). Further, where the fraud involves an amount less than ₹ 1 million or 1% 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 5 years or with fine which may extend to ₹ 5
million or with both.
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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, 1991, 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
concerned ministries/departments are responsible for granting approval for foreign investment. The Government
has from time to time made policy pronouncements on foreign direct investment (FDI) through press notes and
press releases.
The Government of India has from time to time made policy pronouncements on FDI through press notes and
press releases. The DPIIT (formerly Department of Industrial Policy & Promotion) issued the Consolidated FDI
Policy Circular dated October 15, 2020, with effect from October 15, 2020 (Consolidated FDI Policy), which
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 up to 100% of the paid-up share capital of such company under the automatic route, subject to
compliance with certain prescribed conditions.
As per the Consolidated FDI Policy, FDI in companies engaged in manufacturing, which is the sector in which
our Company operates, is permitted up to 100% of the paid-up share capital of such company under the automatic
route.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that: (i) the activities of the investee company are under the automatic route under the foreign direct
investment policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-
resident shareholding is within the sectoral limits under the Consolidated FDI policy; and (iii) the pricing is in
accordance with the guidelines prescribed by the SEBI/RBI. For further details of the aggregate limit for
investments by NRIs and FPIs in our Company, please see section titled ‘Offer Procedure – Bids by Eligible NRIs’
and ‘Offer Procedure – Bids by FPIs’ on page 469 and 470, respectively.
On October 17, 2019, Ministry of Finance, Department of Economic Affairs, 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, and in accordance with the
FEMA Rules. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the
DPIIT and the Foreign Exchange Management (Non- debt Instruments) Amendment Rules, 2020 which came into
effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a
country which shares land border with India or where the beneficial owner of an investment into India is situated
in or is a citizen of any such country (“Restricted Investors”), will require prior approval of the Government, as
prescribed in the Consolidated FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of
any existing or future foreign direct investment in an 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 which came into effect on December 8, 2020, a multilateral
bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any
country be treated as the beneficial owner of the investments of such bank or fund in India. Each Bidder should
seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of the
Government of India is required, and such approval has been obtained, the Bidder shall intimate our Company
and the Registrar to the Offer in writing about such approval along with a copy thereof within the Bid/Offer
Period.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For details, see
‘Offer Procedure’ on page 462. Each Bidder should seek independent legal advice about its ability to participate
in the Offer. In the event such prior approval of the Government of India is required, and such approval has been
obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval along with a
copy thereof within the Bid/Offer Period. In accordance with the FEMA NDI Rules, participation by non-residents
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in the Offer is restricted to participation by (i) FPIs under Schedule II of the FEMA Non-debt Instruments Rules,
in the Offer subject to limit of the individual holding of an FPI below 10% of the post-Offer paid-up capital of
our Company on a fully diluted basis and the aggregate limit for FPI investment currently not exceeding the
sectoral or statutory cap; and (ii) Eligible NRIs only on non-repatriation basis under Schedule IV of the FEMA
NDI Rules.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable 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 offer 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.
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 page 469 and 470, respectively.
The above information is given for the benefit of the Bidders. The information does not purport to be a complete
analysis of the restrictions under Indian laws for the acquisition and/or transfer of securities in an Indian company
by a person resident outside India. Our Company, our Promoters, our Directors, the Selling Shareholders and the
BRLMs are not liable for any amendments, modification, or changes in applicable laws or regulations, which may
occur after the date of the Red Herring Prospectus. Bidders are advised to make their independent investigations
and ensure that the number of Equity Shares Bid for which do not exceed the applicable limits or maximum
number of Equity Shares that can be held by them under applicable laws and regulations or as specified in this
RHP.
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SECTION IX: DESCRIPTION OF EQUITY SHARES AND MAIN PROVISIONS OF THE ARTICLES
OF ASSOCIATION
No material clause of the Articles of Association set out below has been left out from disclosure which may have
a bearing on the Issue with respect to any investment decision or otherwise.
The following Regulations comprised in these Articles of Association were adopted pursuant to Members’
resolution passed at the Extra Ordinary General Meeting held on 6th day of April 2023 and amended pursuant to
Members’ resolution passed at the Extra Ordinary General Meeting held on 25th day of July 2025, in substitution
for and to the entire exclusion of, the Regulations contained in the existing Articles of Association of our
Company.
Table `F’ Not to Apply
1. (a) The Regulations contained in the Table marked “F” in Schedule I of the Companies Act, 2013
(as defined below) shall not apply to the Company, except in so far as the same are repeated,
contained or expressly made applicable in these Articles or by the said Act.
Company to Be Governed by These Articles
(b) The Regulations for the management of the Company and for the observance of the Members
thereto and their representatives, shall, subject to any exercise of the statutory powers of the
Company with reference to the repeal or alteration of or addition to its Regulations by Special
Resolution as prescribed or permitted by Section 14 of the Act, be such as are contained in these
Articles.
INTERPRETATION
Headings Not Authoritative
2. (A)(a) The headings used in these Articles shall not affect the construction hereof.
Interpretation Clause
(b) In the Interpretation of these Articles, the following expressions shall have the following
meanings, unless repugnant to the subject or context:
“The Company” or” This Company” or “Company”
(c) “The Company” or “This Company” means Regaal Resources Limited, a public company
incorporated under the Companies Act, 1956.
“The Act” or “The said Act” or “The Companies Act”
(d) “The Act” or “The said Act” means the Companies Act, 2013 (Act 18 of 2013) the Rules,
notifications, clarifications, circulars and orders issued thereunder and subsequent amendments
thereto or any statutory modifications or re-enactments thereto or any statutory modifications or
re-enactments thereof for the time being in force.
“Applicable Law(s)”
(e) “Applicable Law(s)” means all applicable laws, bye-laws, statutes, Rules, Regulations, orders,
ordinances, notifications, protocols, treaties, codes, guidelines, policies, notices, directions,
writs, orders, decisions, injunctions, judgments, awards, decrees or other requirements or official
directive of any court of competent authority or of any competent Governmental Authority,
including any International Trade Governmental Authority, the Securities and Exchange Board
of India, or Person acting under the authority of any competent Governmental Authority of the
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Republic of India, including any International Trade Governmental Authority, Rules of any stock
exchanges and Indian GAAP or Ind AS or any other generally accepted accounting principles.
“Annual General Meeting”
(f) “Annual General Meeting” means a general meeting of the Members held in accordance with
the provisions of Section 96 of the Act and adjourned holding thereof;
“Articles”
(g) “Articles“ means the Articles of Association of the Company as originally framed or as altered
from time to time;
“Auditors”
(h) “Auditors” means and includes those Persons appointed as such for the time being by the
Company, in accordance the Act and other Applicable Laws, as amended from time to time;
“Beneficial Owner(s)”
(i) “Beneficial Owner” shall mean the beneficial owner as defined in Clause (a) of sub-Section (l)
of Section 2 of the Depositories Act, 1996;
“Board” or “Board of Directors”
(j) “Board” or “Board of Directors” means the collective body of the directors of the Company;
“Body Corporate” or “Corporation”
(k) “Body Corporate” or “Corporation” includes a company incorporated outside India but does not
include:
(i) a co-operative society registered under any law relating to co-operative societies; and
(ii) any other body corporate (not being a company as defined in the Act) which the Central
Government may, by notification in the Official Gazette, specify in this behalf;
“Capital”
(l) “Capital” means the Share Capital for the time being raised or authorized to be raised, for the
purpose of the Company;
“Controlling”, “Controlled by” or “Control”
(m) “Controlling”, “Controlled by” or “Control” with respect to any Person, shall include the right
to appoint majority of the Directors or to control the management or policy decisions exercisable
by a Person or Persons acting individually or in concert, directly or indirectly, including by virtue
of their Shareholding or management rights or Shareholders agreements or voting agreements or
in any other manner;
“Debentures”
(n) “Debentures” include debenture-stock, bonds and other instruments of the Company evidencing
debt, whether constituting a charge on the assets of the Company or not;
(o) “Debenture Holders”
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“Debenture Holders” means the duly registered holders from time to time of the debentures of
the Company and shall include in case of debentures held by a Depository, the Beneficial Owners
whose names are recorded as such with the Depository.
“Depository”
(p) “Depository” shall mean a depository as defined in Clause (e) of the sub-Section (l) of Section
2 of the Depositories Act, 1996, as amended;
“Director(s)”
(q) “Director(s)” means the director appointed to the Board of the Company;
“Dividend”
(r) “Dividend” includes any interim dividend;
“Document”
(s) “Document” includes summons, notice, requisition order, declaration form and registers,
whether issued, sent or kept in pursuance of this or any other law for the time being in force or
otherwise, maintained on paper or in electronic form;
“Equity Shares”
(t) “Equity Shares” mean the Equity Shares of the Company;
“Extraordinary General Meeting”
(u) “Extraordinary General Meeting” means general meeting of the Members other than Annual
General Meeting;
(v) “Executor" or "Administrator”
“Executor" or "Administrator” means a Person who has obtained probate or Letters of
Administration, as the case may be, from some competent Court having effect in India and shall
include the executor or administrator or the holder of a certificate, appointed or granted by such
competent Court and authorized to negotiate or transfer the Shares of the deceased Member;
“Financial Statements”
(w) “Financial Statements” shall mean, the financial statements of the Company prepared in
accordance with Applicable Law and shall include without limitation, the balance sheet as at the
end of the financial Year and profit and loss account for the financial Year, the cash flow
statement for the financial Year, the notes to the financial statements, Directors report, the
Auditor’s report and all disclosures as prescribed in Schedule II of the Act, a statement of
changes in equity; and any explanatory note annexed to, or forming part of any of these
documents;
“INR or Rs”
(x) “INR or Rs” means the Indian Rupees;
“Independent Director”
(y) “Independent Director” shall mean an independent director as defined in Section 2 (47) of the
Companies Act read with Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and subsequent modifications or amendments thereto.
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(z) “Listing Regulations” shall mean the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and subsequent modifications or
amendments thereto.
“Key Managerial Personnel”
(aa) “Key Managerial Personnel” means the Chief Executive Officer or the Managing Director or
Manager; the Company Secretary; Whole-Time Director; Chief Financial Officer, such other
Officer, not more than one level below the Directors who is in whole-time employment,
designated as Key Managerial Personnel by the Board; and such other Officer as may be notified
from time to time in the Rules.
“Managing Director”
(bb) “Managing Director” means a Director who by virtue of an Agreement with the Company or of
a resolution passed by the Company in general meeting or by its Board of Directors or by virtue
of its Memorandum or Articles of Association is entrusted with substantial powers of
management of the affairs of the company;
“General Meeting”
(cc) “General Meeting” means a meeting of Members;
“Member”
(dd) “Member” means (i) the subscriber to the Memorandum of the Company who shall be deemed
to have agreed to become Member of the Company, and on its registration, shall be entered as
Member in its register of Members; (ii) every other Person who agrees in writing to become a
Member of the company and whose name is entered in the register of Members of the company;
(iii) every Person holding Shares of the company and whose name is entered as a Beneficial
Owner in the records of a Depository;
“Memorandum”
(ee) “Memorandum” means the Memorandum of Association of the Company as originally framed
or as altered from time to time;
“Month”
(ff) “Month” means a calendar month;
“National Holiday”
(gg) “National Holiday” means and includes a day declared as national holiday by the Central
Government;
(hh) “Non-retiring Directors”
“Non-retiring Directors” means a Director not subject to retirement by rotation
“Office”
(ii) “Office” means the Registered Office for the time being of the Company;
“Ordinary Resolutions”
(jj) A resolution shall be an ordinary resolution when at a general meeting of which the notice
required under the Act has been duly given, the votes cast (whether on a show of hands or on a
poll, as the case may be in favor of the resolution (including the casting vote, if any, of the
Chairman) by Members who, being entitled so to do, vote in Person, or where proxies are
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allowed, by Proxy, exceed the votes, if any, cast against the resolution by Members so entitled
and voting;
“Paid-Up Share Capital “or “Share Capital Paid-Up”
(kk) “Paid-Up Share Capital “or “Share Capital Paid-Up” means such aggregate amount of money
credited as paid-up as is equivalent to the amount received as paid-up in respect of Shares issued
and also includes any amount credited as paid-up in respect of Shares of the Company, but does
not include any other amount received in respect of such Shares, by whatever name called;
“Person”
(ll) “Person” includes any individual, partnership, corporation, company, Governmental Authority,
unincorporated organization, association, trust or other entity (whether or not having a separate
legal entity);
“Proxy”
(mm) “Prox y’ include attorney duly constituted under the power of attorney;
“Register of Members”
(nn) “Register of Members” means the Register of Members to be kept, pursuant to the Act
maintained on paper or in electronic form;
“Registrar”
(oo) “Registrar” means the Registrar of Companies of the State in which the Registered Office of the
Company is for the time being situated;
“Regulations” or “The Company’s Regulations”
(pp) “Regulations” or the Company’s Regulations means the Regulations for the time being for the
management of the Company;
“Rules”
(qq) “Rules” means the applicable Rules for the time being in force as prescribed under relevant
Sections of the Act.
“Seal”
(rr) “Seal” means the Common Seal of the Company for the time being;
(ss) “SEBI”
“SEBI” shall mean the Securities and Exchange Board of India, constituted under the Securities
and Exchange Board of India Act, 1992.
“Secretary”
(tt) “Secretary” means a Company Secretary within the meaning of Section 2(1) (c) of the
Companies Secretaries Act, 1980, and includes any individual possessing the prescribed
qualifications and appointed as Secretary of the Company to perform the duties which may be
performed by the Secretary under the “Act” and other ministerial or administrative duties;
“Section” or “Sections”
(uu) “Section” or “Sections” means a Section of the Act for the time being in force;
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(vv) “Share”
“Share” means share in the Share Capital of the Company, and includes stock except where a
distinction between stock and share is expressed or implied;
(ww) “Sign ificant Beneficial Owner”
“Significant Beneficial Owner” shall mean the Beneficial Owner as defined in Rule 2(1)(h) of
Companies (Significant Beneficial Owners) Rules, 2018.
“Special Resolution”
(xx) A Resolution shall be a Special Resolution when –
(i) the intention to propose the resolution as a special resolution has been duly specific in
the notice calling the general meeting or other intimation given to the Members of the
resolution;
(ii) the notice required under the Act has been duly given of the general meeting; and
(iii) the vote cast in favor of the resolution (whether on a show of hands, or no a poll, as the
case may be) by Members who, being entitled so to do vote in Person, or where proxies
are allowed by Proxy, are not less than three times the numbers of the votes, if any, cast
against the resolution by Members so entitled and voting.
“These Presents”
(yy) “These Presents” means the Memorandum of Association and the Articles of Association as
originally framed or as altered from time to time;
“Transfer"
(zz) Transfer" means (in either the noun or the verb form and including all conjugations thereof with
their correlative meanings) with respect to the Shares, the sale, assignment, transfer or other
disposition (whether for or without consideration, whether directly or indirectly) of any Shares
or of any interest therein or the creation of any third party interest in or over the Shares, but
excluding any renunciation of any right to subscribe for any Shares offered pursuant to a rights
issue to existing Shareholders in proportion to their existing shareholding in the Company;
“Written” and “In Writing”
(aaa) “Writ ten” and “In Writing” include printing, lithography and any other mode or modes of
representing or reproducing words in a visible form or partly one and partly the other;
“Year” and “Financial Year”
(bbb) “Year ” means a calendar year and “Financial Year” shall have the meaning assigned thereto by
Section 2(41) of the Act;
“Expression in the Act to bear the same meaning in Articles”
(B) Save as aforesaid, any words or expressions defined in the Act shall, where the subject or context
bids, bear the same meaning in these Articles.
Copies of Memorandum and Articles to be Furnished by the Company
3. Pursuant to Section 17 of the Act, Company shall, on being so required by a Member, send to
him within 7 (seven) days of the requirement and subject to the payment of a fee of Rs. 100/- or
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such other fee as may be specified in the applicable Rules, a copy of each of the following
documents, as in force for the time being:
1. The Memorandum;
2. The Articles;
3. Every other agreement and every resolution referred to in Section 117(1), of the Act, if and
in so far as they have not been embodied in the Memorandum or Articles.
Articles to be Contemporary in Nature
4. The intention of these Articles is to be in consonance with the contemporary Applicable Laws
prevailing in India. If there is an amendment in any Applicable Law allowing what was / were
not previously allowed under the statute, the Articles herein shall be deemed to have been
amended to the extent that Articles will not be capable of restricting what has been allowed by
the Act by virtue of an amendment subsequent to registration of the Articles.
Company’s Funds may not be Applied in Purchase of or Lent for Shares of the Company
(a) The Company shall not have the power to buy its own Shares, unless the consequent reduction
of capital is effected and sanctioned in pursuance Section 66 of the Companies Act at the time
of application.
5. (b) The Company shall not give, whether directly or indirectly and whether by means of a loan,
guarantee the provision of security or otherwise, any financial assistance for the purpose of or in
connection with a purchase or subscription made or to be made by any Person of or for any
Shares in the Company or in its holding Company.
Provided that nothing in this clause shall be taken to prohibit:
(i) the provision by the Company, in accordance with any scheme approved by the Company
through Special Resolution for the time being in force, of money for the purchase of, or
subscription for fully paid Shares in the Company or its holding company, being a
purchase or subscription by trustees of, or for Shares to be held by or for the benefit of
employees of the Company, including any Director holding a salaried Office or
employment in the Company; or
(ii) the making by the Company of loans, within the limit laid down in Sub-Section (3)(c) of
Section 67 of the Act, to Persons (other than Directors or Key Managerial Personnel)
bonafide in the employment of the Company, with a view to enabling those Persons to
purchase or subscribe for fully paid Shares in the Company or its holding Company to be
held by themselves by way of beneficial ownership.
(c) No loan made to any Person in pursuance of clause (b) of the foregoing proviso shall exceed in
amount, his salary or wages at that time for a period of six Months.
(d) Nothing in this Article shall affect the right of the Company to redeem any Shares issued under
this Act or under any previous Company Law.
Buy Back of Securities
Notwithstanding anything contained in the Articles, but subject to the provisions of Sections 68,
69 and 70 and other applicable provisions, if any, of the Act as amended from time to time and
subject to such Regulations, conditions, approvals or consents as may be laid down for the
purpose, the Company shall have the power to buy-back its own securities, whether or not there
is any consequent reduction of capital. If and to the extent permitted by law, the Company shall
have the power to re-issue the securities so bought back.
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6. Share Capital and Variation of Rights
(a) The Authorized Share Capital of the Company shall be such amount and be divided into such
Shares as may from time to time, be provided in clause V of the Memorandum, each with power
to consolidate, increase, reduce, subdivide the capital for the time being and to divide the shares
in the capital for the time being into several classes and to attach thereto respectively such
preferential, cumulative, convertible, preference, guaranteed, qualified or special rights,
privileges or conditions as may be determined by or in accordance with the Articles of
Association of the Company and to vary, alter, modify, amalgamate or abrogate any such rights,
privileges or conditions in such a manner as may for the time being be provided for by the
Articles of Association of the Company or by the law in force for the time being.
The Share Capital of the Company shall be of two kinds, namely: -
i. Equity Share Capital
• with voting rights; or
• with differential rights as dividend, voting or otherwise in accordance with the Act.
ii. Preference share capital.
7. (b) Subject to the rights of the holders of any other shares entitled by the terms of issue to
preferential repayment over the equity shares in the event of winding up of the Company,
the holders of the equity shares shall be entitled to be repaid the amounts of capital paid
up or credited as paid up on such equity shares and all surplus assets thereafter shall belong
to the holders of the equity shares in proportion to the amount paid up or credited as paid-
up on such equity shares respectively at the commencement of the winding up.
(c) If at any time the share capital is divided into different classes of shares, the rights attached to
any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject
to the provisions of Section 48 of the Act, and whether or not the Company is being wound up,
be varied with the consent in writing of the holders of three-fourths of the issued shares of that
class, or with the sanction of a special resolution passed at a separate meeting of the holders of
the shares of that class.
Increase of Capital
The Company may from time to time in general meeting increase its share capital by the issue
of new shares of such amounts as it thinks expedient.
8. On what Conditions the New Shares may be Issued
(a). Subject to the provisions of Section 43 to 47, 55 and 62 of the Act, the new shares shall be issued
upon such terms and conditions and with such rights and privileges annexed thereto by the
general meeting creating the same as shall be directed and if no direction be given then as the
Directors shall determine and in particular such shares may be issued subject to the provisions
of the said Sections with a preferential or qualified right to dividends and in distribution of assets
of the Company and, subject to the provisions of Companies Act, with special right of voting
and, subject to provisions of Section 55 of the Act, any preference shares may be issued on the
terms that they are or at the option of the Company are liable to be redeemed.
Further Issue of Capital
(b) Where at any time it is proposed to increase the subscribed capital of the Company by allotment
of further Shares, whether out of unissued share capital or out of the increased share capital.
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such further shares shall be offered to the person who at the date of offer, are holders 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.
(i) the offer aforesaid shall be made by a notice specifying the number of shares offered and
limiting a time not being less than 15 days “[or such lesser number of days as may be
prescribed under applicable laws]” and not exceeding 30 days from the date of the offer
within which the offer, if not accepted, will be deemed to have been declined.
a. The offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them in favor of any
other person and the notice shall contain a statement of this right.
b. After the expiry of the time specified in notice aforesaid or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept
the shares offered, the Board may dispose of them in such manner as they think
most beneficial to the Company and members.
(ii) Notwithstanding anything contained in the preceding sub-clause, the Company may:
a. by a special resolution offer further shares to any person or persons, and such
person or persons may or may not include the person/s who at the date of the offer,
are the holders of the equity shares of the Company or to employees of the
Company under the Scheme of employees’ stock option; or
b. Notwithstanding anything contained in sub-clause (a) above, but subject, however,
to section 62(3) of the Act, the Company may increase its subscribed capital on
exercise of an option attached to the debentures issued or loans raised by the
Company to convert such debentures or loans into shares, provided that the terms
of issue of such Debentures or loan containing such an option are approved before
the issue of such Debentures or the raising of loan by a Special Resolution passed
by the Company in general meeting.
(c) A further issue of shares may be made in any manner whatsoever as the Board may determine
including by way of preferential offer or private placement, subject to and in accordance with
the Act, Rules and other applicable provisions of law.
Employee Stock Option Scheme
(d)
The Company may issue shares to Employees including its Directors other than independent
directors and such other persons as the rules may allow, under Employee Stock Option Scheme
(ESOP) or any other scheme, if authorized by a Special Resolution of the Company in general
meeting subject to the provisions of the Act, the Rules, and other applicable regulations framed
by any regulator or authority, by whatever name called.
Debenture
(e)
Any debentures, debenture-stock or other securities may be issued at a discount, premium or
otherwise and may be issued on condition that they shall be convertible into shares of any
denomination and with any privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) at the General Meeting, appointment of Directors
and otherwise. Debentures with the right to conversion into or allotment of shares shall be issued
only with the consent of the Company in the General Meeting by a Special Resolution.
Directors may Allot Shares otherwise than for cash
(e) Subject to the provisions of the Act and these Articles, the Directors may issue and allot shares
in the capital of the Company on payment or part payment for any property or assets of any kind
whatsoever sold or transferred, goods or, machinery supplied or for services rendered to the
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Company in the conduct of its business and any shares which may be so allotted may be issued
as fully paid up or partly paid up otherwise than in cash, and if so issued, shall be deemed to be
fully paid up or partly paid up shares as the case may be.
Same as Original Capital
(f) Except so far as otherwise provided by the conditions of issue or by these presents any capital
raised by the creation of new shares shall be considered as part of the original capital and shall
be subject to the provisions herein contained with reference to the payment of calls, installments,
transfers, transmission, forfeiture, lien, surrender voting and otherwise.
Issue of Depository Receipts
(g)
Subject to compliance with applicable provision of the Act and rules framed thereunder the
company shall have power to issue depository receipts in any foreign country.
(h) Power to issue Shares with differential voting rights
The Company shall have the power to issue Shares with such differential rights as to dividend,
voting or otherwise, subject to the compliance with requirements as provided for the Companies
(Share Capital and Debentures) Rules, 2014, SEBI (Listing Obligations Disclosure
Requirements) Regulations, 2015 as amended, or any other law, circular, direction, guidelines
as may be applicable to the Company from time to time.
(i) Issue of Securities
Subject to compliance with applicable provision of the Act and rules framed thereunder the
Company shall have power to issue any kind of securities as permitted to be issued under the
Act and rules framed thereunder
9. Power to Issue Redeemable Preference Shares
(a) Subject to the provisions of Section 55 of the Act, the Company may issue preference shares
which are or at the option of the Company are to be liable to be redeemed:
Provided that :
(i) No such shares shall be redeemed except out of the profits of the Company which would
otherwise be available for dividend or out of the proceeds of a fresh issue of shares made
for the purpose of redemption;
(ii) no such shares shall be redeemed unless they are fully paid;
(iii) where such shares are proposed to be redeemed out of the profits of the company, there
shall, out of such profits, be transferred, a sum equal to the nominal amount of the shares
to be redeemed, to a reserve, to be called the Capital Redemption Reserve Account, and
the provisions of the Act relating to reduction of share capital of a company shall, except
as provided in this section, apply as if the Capital Redemption Reserve Account were
paid-up share capital of the company;
(iv) Subject to the provisions of Section 55 of the Act, if the financial statements of the
company comply with the accounting standards prescribed for such class of
companies under Section 133 and the company falls in the class of companies permitted,
the premium, if any, payable on redemption shall be provided for out of the profits of the
company, before the shares are redeemed. It is provided that the premium, if any, payable
on redemption of any preference shares issued on or before the commencement of the Act
by the company shall be provided for out of the profits of the company or out of the
company's securities premium account, before such shares are redeemed.
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(v) In a case not falling under sub-clause (iv) above, the premium, if any, payable on
redemption shall be provided for out of the profits of the Company or out of the
Company‘s securities premium account, before such Shares are redeemed.
(b) (vi) Subject to the provisions of Section 55 of the Act and subject to the provisions on which
any shares may have been issued, the redemption of preference shares may be effected on
such terms and in such manner as may be provided in these Articles or by the terms and
conditions of their issue and subject thereto in such manner as the Directors may think fit.
(c) The redemption of preference shares under these provisions by the Company shall not be taken
as increase, or as the case may be, reduction in the amount of its authorized share capital.
(d) The Capital Redemption Reserve Account may, notwithstanding anything in this Article, be
applied by the Company, in paying up unissued shares of the Company to be issued to members
of the Company as fully paid bonus shares.
10. Provision in Case of Redemption of Preference Shares
The Company shall be at liberty at any time, either at one time or from time to time as the
Company shall think fit, by giving not less than six months’ previous notice in writing to the
holders of the preference shares to redeem at par the whole or part of the preference shares, only
on the terms on which they were issued or as varied as per the Act and the preference shares may
be redeemed for the time being outstanding by payment of the nominal amount thereof with
dividend calculated up to the date or dates notified for payment (and for this purpose the dividend
shall be deemed to accrue and due from day to day) and in case of redemption of part of the
preference shares the following provisions shall take effect :
(a) The shares to be redeemed shall be determined by drawing of lots which the company shall cause
to be made at its registered office or at such other place as the Directors may decide, in the
presence of one Director at least; and
(b) Forthwith after every such drawing, the Company shall notify to the shareholder whose shares
have been drawn for redemption its intention to redeem such shares by payment at the registered
office of the Company or at such other place as the directors may decide at the time and on the
date to be named against surrender of the Certificates in respect of the Shares to be redeemed
and at the time and date so notified each such shareholder shall be bound to surrender and
thereupon the Company shall pay the amount payable to such shareholders in respect of such
redemption. The Shares to be redeemed shall cease to carry dividend from the date named for
payment as aforesaid. Where any such certificate comprises any shares, which have not been
drawn for redemption, the Company shall issue to the holder thereof a fresh certificate therefore.
(c) Subject to the provisions of the Articles, the Company shall be entitled to create and issue further
Preference Shares ranking in all or any respects pari passu with the preference shares then
outstanding. PROVIDED in the event of its creating and/or issuing further preference shares
ranking pari passu with the Preference Shares then outstanding the Company would do so only
with the consent of the holders of not less than three-fourths of the preference shares then
outstanding.
(d) The Redeemable Preference Shares shall not confer upon the holders thereof the right to vote
either in person or by proxy at any general meeting of the Company save to the extent and in the
manner provided by Section 47 of the Act.
(e) The rights, privileges and conditions for the time being attached to the Redeemable Preference
Shares may be varied, modified or abrogated in accordance with the provisions of these Articles
and of the Act.
Convertible Preference Shares
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11. Subject to the provisions of the Act and the guidelines issued by the Central Government from
time to time under the Provisions of the Act, the Company may issue Convertible Preference
Shares (CPS) in such manner as the Board of Directors of the Company may decide and
specifically provide for:
(i) the Quantum of issue;
(ii) the terms of the issue with particular reference to the conversion of CPS into the equity
shares of the company;
(iii) the rate of cumulative preferential dividend payable on CPS, the voting rights to be
attached to CPS and any other terms and conditions which may be attached to the issue
of CPS as permissible in law
12. Reduction of Capital
The Company may from time to time by special resolution, subject to confirmation by the Court
or Tribunal as applicable and subject to the provision of Sections 52, 55 and 66 of the Act at the
relevant time reduce its share capital and/ or any Capital Redemption Reserve Account or
Premium Account in any manner for the time being authorized by law in particular without
prejudice to the generality of the power may be:
a. extinguishing or reducing the liability on any of its shares in respect of shares capital not
paid up;
b. either with or without extinguishing or reducing liability on any of its shares, cancel paid
up share capital which is lost or is unrepresented by available assets; or
c. either with or without extinguishing or reducing liability on any of its shares, pay off any
paid-up share capital which is in excess of the wants of the Company; and may, if and so
far as is necessary, alter its Memorandum, by reducing the amount of its share capital and
of its shares accordingly.
Division, Sub-division, consolidation, Conversion and Cancellation of Shares
13. Subject to the provisions of Section 61 of the Act, the Company in general meeting may alter
the conditions of its Memorandum as follows, that is to say, it may:
a. increase its authorized share capital by such amount as it think expeditiously;
b. consolidate and divide all or any of its Share Capital into shares of larger amount than its
existing shares. Provided that no consolidation and division which results in changes in the
voting percentage of shareholders shall have effect unless it is approved by the Court or
Tribunal as applicable
c. sub-divide its shares or any of them into shares of smaller amount than originally fixed by
the Memorandum subject nevertheless to the provisions of the Act in that behalf and so
however that in the sub-division the proportion between the amount paid and the amount,
if any unpaid on each reduced share shall be the same as it was in the case of the share
from which the reduced share is derived; and so that as between the holders of the shares
resulting from such sub-division one or more of such shares may, subject to the provisions
of the sub-division one or more of such shares may, subject to the provisions of the Act, be
given any preference or advantage over the others or any other such shares;
d. convert, all or any of its fully paid up shares into stock, and re-convert that stock into fully
paid up shares of any denomination;
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e. cancel, shares which at the date of passing of the resolution 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.
Modification of Rights
14. If at any time the share capital, by reason of the issue of Preference Shares or otherwise, is
divided into different classes of shares, all or any of the rights and privileges attached to any
class (unless otherwise provided by the terms of issue of the share of that class) may, subject to
the provisions of Section 48 of the Act and whether or not the Company is being wound up, be
varied, modified, commuted, affected or abrogated with the consent in writing of the holders of
three-fourth in nominal value of the issued shares of that class or with the sanction of a Special
Resolution passed at separate general meeting of the holders of the shares of that class. This
Article shall not derogate from any power which the Company would have if this Article were
omitted. The Provisions of these Articles relating to general meeting shall mutates mutandis
apply to every such separate meeting but so that if at any adjourned meeting of such holders a
quorum as defined in Article 100 is not present, those persons who are present shall be the
quorum.
15. CONVERSION OF SHARES INTO STOCK
The Board may, pursuant to Section 61 of Act, with the sanction of a General Meeting, convert
any paid up share into stock and when any shares shall have been converted into stock, the
several holders of such stock may henceforth, transfer their respective interests therein or any
part of such interest in the same manner as and subject to the same regulations, under which fully
paid up share in the capital of the Company may be transferred or as near thereto as
circumstances will admit, but the Board may, from time to time if it thinks fit, fix the minimum
amount of stock transferable and restrict or forbid the transfer of fractions of that minimum,
power nevertheless at their discretion to waive such rules in any particular case. Notice of such
conversion of shares into stock or reconversion of stock into shares shall be filed with the
Registrar of Companies as provided in the said Act.
16. RIGHTS OF STOCK-HOLDERS
The stock shall confer on the holders thereof respectively the same privileges and advantages, as
regards participation in profits and voting at meetings of the Company and for other purposes,
as would have been conferred by shares of equal amount in the capital of the Company of the
same class as the shares from which such stock was converted but no such privileges or
advantages, except the participation in profits of the Company or in the assets of the Company
on a winding up, shall be conferred by any such equivalent part of, consolidated stock as would
not, if existing in shares, have conferred such privileges or advantages. No such conversion shall
affect or prejudice any preference or other special holders of the share and authenticated by such
evidence (if any) as the provisions herein contained shall, so far as circumstances will admit,
apply to stock as well as to shares and the words “share” and “shareholder” in these presents
shall include “stock” and “stock-holder”.
SHARES AND CERTIFICATES
Issue of Further Shares not to Affect Right of Existing Shareholders
17. The right or privileges conferred upon the holders of the shares of any class issued with
preference or other rights, shall not unless otherwise expressly provided by the terms of issue of
the shares of that class, be deemed to be varied or modified or affected by the creation or issue
of further shares ranking pari passu therewith.
Provisions of Section 43, 45, 46 and 47of the Act to apply
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18. The provisions of Section 43, 45, 46 and 47 of the Act in so far as the same may, be applicable
shall be observed by the Company.
Register of Members and Debenture holders
19. (a) The Company shall cause to be kept a Register of Members and an Index of Members in
accordance with Section 88 of the Act and Register and Index of Debenture holders in
accordance with Section 88 of the Act. The Company may also keep foreign Register of
Members and Debenture holders in accordance with Section 88 of the Act.
(b) The Company shall also comply with the provisions of Section 92 of the Act as to filing of
Annual Returns.
(c) The Company shall duly comply with the provisions of Section 94 of the Act with regards to
keeping of the Registers, indexes, copies of Annual Returns and giving inspections thereof and
furnishing copies thereof.
(d) Shares may be registered in the name of any limited company or other corporate body but not in
the name of a firm, an insolvent person or a person of unsound mind.
Restriction on Allotment
20. The Board shall observe the restriction as to allotment of shares to the public contained in Section
39 of the Act shall cause to be made the return as to allotment provided for in Section 39 of the
Act.
Shares to be Numbered Progressively and no share to be subdivided
21. The shares in the capital shall be numbered progressively accordingly to the several
denominations and except in the manner herein before mentioned no share shall be subdivided.
Every forfeited or surrendered share shall continue to bear the number by which the same was
originally distinguished.
Dematerialized Shares
22. Notwithstanding anything contained herein, in the case of transfer of shares or other marketable
securities where the Company has not issued any Certificates and where such shares or other
marketable securities are being held in an electronic and fungible form, the provisions of the
Depositories Act, 1996 shall apply. Further, the provisions relating to progressive numbering
shall not apply to the shares of the Company which have been dematerialized.
Shares at the Disposal of the Directors
23. Subject to the provisions of Section 62 of the Act and these Articles the shares in the Capital of
the Company for the time being shall be under the control of the Directors who may issue, allot
or otherwise dispose of the same or any of them to such persons. In such proportion and on such
terms and conditions and either at a premium or at par or (subject to compliance with the
provisions of Section 53 of the Act) at a discount and at such time as they may from time think
fit and with the sanction of the Company in General Meeting to give to any person the option to
all for any shares either at par or at a premium during such time and for such consideration as
the Directors may think, fit, and may issue and allot shares in the Capital of the Company on
payment in full or part for any property sold and transferred or for services rendered to the
Company in the conduct of its business, and any shares which may be allotted may be issued as
fully paid up shares and if so issued, shall be deemed to be fully paid shares.
Every Shares Transferable etc.
24. (i) The shares or other interest of any member in the Company shall be movable property,
transferable in the manner provided by these Articles.
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(ii) Each share in the Company shall be distinguished by its appropriate number.
(iii) A Certificate under the Common Seal of the Company, specifying any shares held by any
member shall be, prima facie, evidence of the title of the member of such shares.
Application of Premium Received on Issue of Shares
25. (a) Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to
the aggregate amount of value of the premium on these shares shall be transferred to an account
to be called “the securities premium account”, and the provisions of the Act relating to the
reduction of the Share Capital of the Company shall except as provided in this Article, apply as
if the securities premium account were paid up share capital of the Company.
(b) The securities premium account may, notwithstanding, anything in clause (a) above, be applied
by the Company:
(i) In paying up unissued shares of the Company to be issued to members of the Company as
fully paid bonus shares;
(ii) In writing off the preliminary expenses of the Company;
(iii) In writing off the expenses of, or the commission paid or discount allowed on, any issue
of shares or debentures of the Company; or
(iv) In providing for the premium payable on the redemption of any redeemable preference
shares or any debentures of the Company;
(v) For the purchase of its own shares or other securities as provided under Section 68 of the
Act.
Sale of Fractional Shares
26. (i) If and wherever, as the result of issue of new or further shares or any consolidation or sub-
division of shares, any shares are held by members in fractions, the Directors shall, subject to
the provisions of the Act and these Articles if any, sell those shares, which members hold in
fractions, for the best price reasonably obtainable and shall pay and distribute to and amongst to
members entitled to such shares in due proportion, the net proceeds of the sale thereof. For the
purpose of giving effect to any such sale the Directors may authorize any person to transfer the
shares sold to the purchaser thereof, comprised in any such transfer and he shall not be bound to
see the applications of the purchase money nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
(ii) The Board shall have power to make such provisions, by the issue of fractional certificates
or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable
in fractions.
Acceptance of Shares
27. An application signed by or on behalf of an applicant for shares in the Company, followed by an
allotment of any shares therein shall be an acceptance of shares within the meaning of these
Articles and every person who thus or otherwise accepts any shares and whose names is on the
Register of Members shall for the purpose of these Articles be a member. The Directors shall
comply with the provisions of Section 39 and 40 of the Act in so far as they are applicable.
Deposits and Calls etc. to be a Debt Payable immediately
28. The money (if any) which the Board shall, on the allotment of any shares being made by them,
require or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted
by them, immediately, on the insertion of the name of the holder of such shares, become a debt,
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due to and recoverable by the Company from the Allottee thereof, and shall be paid by him
accordingly.
Company not Bound to Recognize any Interest in Shares other than of Registered Holder
29. Save as herein 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 the absolute owner thereof, and
accordingly shall not (except as ordered by a Court of competent jurisdiction or as by law
required) be bound to recognize any benami, or partial or other claim or claims or right to or
interest in such share on the part of any other person whether or not it shall have express or
implied notice thereof and the provision of Section 88 of the Act shall apply.
Declarations of Person Not Holding Interest in Shares
30. When any declaration is filed with the Company under the provisions of Section 89 of the Act
by any holder of shares who does not hold beneficial interest in such shares specifying the
particulars of the person holding beneficial interest in such shares or by a person who holds
beneficial interest in any shares of the Company but is not the registered holder thereof, the
Company shall make a note of such declaration in its register of members and file, within 30
days from the date of receipt of the declaration by it, a return with the registrar with regard to
such declaration.
When any declaration is filed with the Company under the provisions of Section 90 of the Act
by any individual who is Significant Beneficial Owner shall file a declaration in the prescribed
form to the Company within time period stipulated under the Act, the Company shall file a return
in the prescribed format with the registrar in respect of such declaration within 30 days from the
date of receipt of such declaration.
The Company shall maintain a register of Significant Beneficial Owner in Form No. BEN-3,
which shall be open for inspection in accordance with the provisions of the Act.
For the purpose of this Article, beneficial interest in a share includes includes, directly or
indirectly, through any contract, arrangement or otherwise, the right or entitlement of a person
alone or together with any other person to—
(i) exercise or cause to be exercised any or all of the rights attached to such share; or
(ii) receive or participate in any dividend or other distribution in respect of such share
Issue of Certificates of Shares to be Governed by Section 46 of the Act etc.
31. (a) The issue of certificates of shares or of duplicate or renewal of certificates of shares and/or
advices/certificates issued upon sub-division, split, consolidation and exchanges shall be
governed by the provisions of Section 46 and other provisions of the Act, as may be applicable
and by the Rules or notifications or orders, if any, which may be prescribed or made by
competent authority under the Act or Rules or the as well as the Listing Regulations, as may be
applicable or any other law. The Directors may also comply with the provisions of such rules or
regulations of any stock exchange where the shares of the Company may be listed from the time
being.
(b) The Certificate of title of shares shall be issued under the Seal of the Company, if any, and shall
be signed by such Directors or Officers or other authorized persons as may be prescribed by
Rules made under the Act from time to time and subject thereto shall be signed in such manner
and by such persons as the Directors may determine from time to time.
(c) The Company shall comply with all rules and regulations and other directions which may be
made by any competent authority under Section 46 of the Act and the Listing Regulations.
Limitation of Time of Issue of Certificate
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32. (a) Every member shall be entitled, without payment, to one Certificate for all the shares of each
class or denomination registered in his name, or after payment of such fees as the Board may
approve, to several certificates, each for one or more of such shares and the Company shall
complete and deliver such Certificates within the time provided by Section 56 of the Act or the
Listing Regulations, as may be applicable, unless the conditions of issue thereof otherwise
provide. Every Certificate of shares shall be under the Seal of the Company and shall specify
the number and distinctive numbers of the shares in respect of which it is issued and the amount
paid up thereon and shall be in such form as the Directors shall prescribe or approve provided
that in respect of a share or shares held jointly by several persons, the Company shall not be
bound to issue more than one Certificate and delivery of a certificate of shares to one of several
joint holders shall be sufficient delivery to all such holders.
(b) The Company may not entertain any application for split of share/debenture certificate for less
than 100 shares/debentures (all relating to the same series) or marketable lots whichever is lower.
(c) Notwithstanding anything contained in Clause (a) above the Directors shall, however, comply
with such requirements of the Stock Exchange where shares of the Company may be listed or
such requirements of any rules made under the Act or such requirements of the Securities
Contracts (Regulation) Act, 1956 as may be applicable.
33. Issue of new Certificates in Place of one defaced Lost or Destroyed
If any certificate be worn out, defaced, mutilated or torn if there be no, further space on the back
thereof for endorsement of transfer, then upon production and surrender thereof to the company,
a new certificate may be issued in lieu, thereof, and if any certificate be lost or destroyed then
upon proof thereof to the satisfaction of the Company and on; execution of such indemnity as
the Company deem adequate, being given, a new Certificate in lieu thereof shall be given to the
party entitled to such lost or destroyed certificate. Every Certificate under this Article shall be
issued without payment of fees. Out of pocket expenses incurred by the Company in investing
the evidence as to the loss or destruction shall be paid to the Company if demanded by the
directors.
Provided that notwithstanding what is stated above the directors shall comply with such Rules
or Regulation or requirements of any stock Exchange including the Listing Regulations or the
Rules made under the Act or the Rules made under Securities Contracts (Regulation) Act, 1956
or any other Act, on Rules applicable in this behalf.
The provisions of the Article under this heading shall mutatis mutandis apply to debentures of
the Company.
34. Unclaimed Securities
The Company shall comply with the provisions of the Listing Regulations while dealing with
securities that remain unclaimed and the corporate benefits attached thereto. The Company shall
maintain appropriate unclaimed suspense accounts and demat suspense accounts, as may be
required to hold unclaimed securities on behalf of allottees and issue such reminders to the
allottees as may be required under the Listing Regulations. However, shares in respect of which
unpaid or unclaimed dividend has been transferred to the account of the Company in terms of
Section 124(5) of the Act shall also be transferred to the Company as per the provisions of
Section 124(6) of the Act.
UNDERWRITING COMMISSION AND BROKERAGE
Power to pay Certain Commission and Prohibition of Payment of All Other Commission,
Discounts etc.
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35. (A). The company may pay commission to any person in connection with the subscription or
procurement of subscription to its securities, whether absolute or conditional, subject to the
following conditions, namely: -
(a) the payment of such commission shall be authorized in the company’s articles of
association;
(b) the commission may be paid out of proceeds of the issue or the profit of the company or
both;
(c) the rate of commission paid or agreed to be paid shall not exceed, in case of shares, five
percent of the price at which the shares are issued or a rate authorized by the articles,
whichever is less, and in case of debentures, shall not exceed two and a half per cent of the
price at which the debentures are issued, or as specified in the company’s articles,
whichever is less;
(d) the prospectus of the company shall disclose—
(i) the name of the underwriters;
(ii) the rate and amount of the commission payable to the underwriter; and
(iii) the number of securities which is to be underwritten or subscribed by the underwriter
absolutely or conditionally. Lieu of Prospectus and filed before the payment of the
commission with the Registrar and where a circular or notice not being a prospectus
inviting subscription for the shares or debentures is issued is also disclosed in that
circular or notice;
(e) there shall not be paid commission to any underwriter on securities which are not offered
to the public for subscription;
(B) Save as aforesaid and save as provided in Section 53 of the Act, the Company shall not allot any
of its shares or debentures or apply any of its moneys, either directly or indirectly, in payment
of any commission, discount or allowance, to any person in consideration of:
(i) his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any
sharers in, or debentures of the Company or;
(ii) his procuring or agreeing to procure subscriptions, whether absolutely or conditionally,
for any shares in, or debentures of the Company whether the shares, debentures or
money be so allotted or applied by, being added to the purchase money of any property
acquired by the Company or to the contract price of any work to be executed for the
Company, or the money be paid by as the nominal purchase money or contract price, or
otherwise.
(C) Nothing in this Article shall affect the power of the Company to pay such brokerage as it has
hereto before been lawful for the Company to pay.
(D) The commission may be paid or satisfied (subject to the provisions of the Act and these articles)
in cash, or in shares, debentures or debenture-stocks of the Company.
CALLS
Board May Make Calls
36. The Board may from time to time and subject to Section 49 of the Act and subject to the terms
on which any shares/debentures may have been issued and subject to the conditions of allotment,
by a resolution passed at a meeting of the Board (and not by circular resolution) make such calls
as they think fit upon the members/debenture-holders in respect of all moneys unpaid on the
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shares/debenture held by them respectively and each member/debenture holder or his heir's
executor’s or administrators shall pay the amount of every call so made on him to the Company
and at the times and places appointed by the Board and shall not give the option or right to call
on shares to any person except with the sanction of the Company in the General Meeting. A call
may be made payable by installments as may be decided by the Board. A call may be postponed
revoked as the Board may determine.
Calls To Date From Resolution
37. A call shall be deemed to have been made at the time when the resolution of the Directors
authorizing such call was passed and may be made payable by members/debenture-holders on a
subsequent date to be specified by the Directors.
Notice of Call
38. 15 (fifteen) days’ notice in writing shall be given by the Company of every call made payable
otherwise than on allotment specifying the time and place of payment provided that before the
time of payment of such call, the Directors may by notice in writing to the members/debenture-
holders to revoke the same.
Directors may Extend Time
39. The Directors may, from time to time, at their discretion, extend the time fixed for the payment
of any call, and may extend such time as to all or any of the members/debenture-holders who on
account of residence at a distance or other cause, the Directors may deem fairly entitled to such
extension, but no member/debenture holder shall be entitled to such extension, save as a matter
of grace and favor.
Sums Deemed to be Calls
40. Any sum, which by the terms of issue of a share/debenture becomes payable on allotment or at
any fixed date, whether on account of the nominal value of the share/debenture or by way of
premium, shall for the purpose of these Articles be deemed to be a call duly made and payable
on the date on which by the terms of issue the same becomes payable, and in case of non-
payment, all the relevant provisions of these Articles as to payment of interest and expenses,
forfeiture or otherwise, shall apply as if such sum had become payable by virtue of a call duly
made and notified.
Installments on Shares to be Duty Paid
41. If by the condition of allotment of any shares the whole or part of the amount of 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, shall be the registered holder of
the share or his legal representative.
Calls on Shares of the Same Class to be made on Uniform Basis
42. Where any calls for further Share Capital are made on shares, such calls shall be made on a
uniform basis on all shares falling under the same class.
Explanation: For the purpose of this provision, shares of the same nominal value on which
different amounts have been paid up shall not be deemed to fall under the same class.
Liability of Joint Holders of Shares
43. The joint holders of a share shall be severally as well as jointly liable for the payment of all
installments and calls due in respect of such shares.
When Interest on Call or Installment Payable
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44. If the sum payable in respect of any call or installment be not paid on or before the day appointed
for payment thereof or any such extension thereof, the holder for the time being or allottee of the
share in respect of which a call shall have been made or the installment shall be due, shall pay
interest at ten per cent per annum or at such lower rate as shall be fixed by the Board from the
day appointed for the payment thereof or any such extension thereof to the time of actual
payment but the Directors may waive payment of such interest wholly or in part.
Partial Payment not to Preclude forfeiture
45. Neither a judgment nor a decree in favor of the Company for calls or other moneys due in respect
of any shares nor any part payment or satisfaction thereof nor the receipt by the Company of
portion of any money which shall from time to time be due from any member in respect of any
shares either by way of principal or interest nor any indulgence granted by the Company in
respect of any such payment preclude the forfeiture of such shares as herein provided.
Proof on Trial of Suit for Money due on Shares
46. On the trial or hearing of any action or suit brought by the Company against any member or his
legal representative for the recovery of any money claimed to be due to the Company in respect
of any shares it shall be sufficient to prove that the name of the member in respect of whose
shares the money is sought to be recovered appears in the Register of Members as the holder or
one of the holders, at or subsequent to the date at which the money is sought to be recovered is
alleged to have become due, of the shares in respect of which such money is sought to be
recovered and that the resolution making the call is duly recorded in the Minutes Book; and that
the notice of such call was duly given to the member of his representatives, sued in pursuance of
these presents; and it shall not be necessary to prove the appointment of the Directors who made
such calls nor that a quorum of directors was present at the Board at which any call was made,
nor that the meeting of which any call was made was duly convened or constituted nor any other
matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the
debt.
Payment in Anticipation of Calls May Carry Interest
47. (a) The Directors may, if they think fit, subject to the provisions of Section 50 of the Act, agree to
and receive from any member willing to advance the same whole or any part of the money due
upon the shares held by him, beyond the sums actually called for, and upon the amount so paid
or satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls
then made upon the shares in respect of which such advance has been made, the Company may
pay interest at such rate not exceeding, unless the company in general meeting shall otherwise
direct, twelve per cent per annum, to the member paying such sum in advance and the directors
agree upon provided that money paid in advance of calls shall not confer a right to participate in
profits or dividends . The Directors may at any time repay the amount so advanced.
(b) The member shall not however be entitled to any voting rights in respect of the moneys so paid
by him until the same would but for such payment, become presently payable.
The provision of these Articles shall apply mutatis mutandis to the calls on debenture of the
Company.
LIEN
Company’s Lien on Shares/Debentures
48. The Company shall have a first and paramount lien upon all the shares and/or debentures (other
than fully paid-up shares and/or debentures) registered in the name of each Member and/or
debenture holder (whether held singly or jointly with others) in respect of all moneys called or
payable at a fixed time in respect of such shares whether the time for payment thereof shall have
actually arrived or not and shall extend to all dividends, interest right and bonuses from time to
time declared in respect of such shares and/or debentures. The registration of transfer of shares
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and/or debentures shall not operate as a waiver of the Company’s lien, if any, on such shares
and/or debentures, unless otherwise agreed by the Board. The Directors may at any time declare
any share and/or debenture wholly or in part exempt from the provisions of this Article.
As to Enforcing Lien by sale
49. For the purpose of enforcing such lien, the Board may sell the shares/debentures subject thereto
in such manner as they shall think fit, and for that purpose may cause to be issued a duplicate
certificate in respect of such shares and/or debenture and may authorize one of their members or
appoint any officer or Agent to execute a transfer thereof on behalf of and in the name of such
member/debenture holder. No sale shall be made until such period, as may be stipulated by the
Board from time to time, and until notice in writing of the intention to sell shall have been served
on such member and/or debenture holder or his legal representatives and default shall have been
made by him or them in payment, fulfillment, or discharge of such debts, liabilities or
engagements for fourteen days after such notice.
Application of Proceeds of Sale
50. (a) The net proceeds of any such sale shall be received by the Company and applied in or towards
payment of such part of the amount in respect of which the lien exists as is presently payable and
the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the
shares before the sale) be paid to the persons entitled to the shares and/or debentures at the date
of the sale.
(b) The Company shall be entitled to treat the registered holder of any share or debenture as the
absolute owner thereof and accordingly shall not (except as ordered by a court of competent
jurisdiction or by stature or Applicable Law required) be bound to recognize equitable or other
claim to, or equitable, contingent, future or partial interest in, such shares (including the
fractional part of a shares) or debentures on the part of any other person. The Company’s lien
shall prevail notwithstanding that it has received notice of any such claims.
FORFEITURE
If Call or Installment Not Paid Notice must be given
51. (a) If any member or debenture holder fails to pay the whole or any part of any call or installment
or any money due in respect of any share or debentures either by way of principal or interest on
or before the day appointed for the payment of the same or any such extension thereof as
aforesaid, the Directors may at any time thereafter, during such time as the call or any installment
or any part thereof or other moneys remain unpaid or a judgement or decree in respect thereof
remains unsatisfied in whole or in part, serve a notice on such member or debenture holder or on
the person (if any) entitled to the share by transmission requiring him to pay such call or
installment or such part thereof or other moneys as remain unpaid together with any interest that
may have accrued and all expenses that may have been incurred by the Company by reason of
such non-payment.
(b) The notice shall name a day not being less than fourteen days from the date of the services of the
notice and a place or places, on and which such call, or installment or such part or other moneys
as aforesaid and such interest and expenses as aforesaid are to be paid. The notice shall also
state that in the event of non-payment of call amount with interest at or before the time and at
the place appointed, the shares or debentures in respect of which the call was made or installment
or such part or other moneys is or are payable will be liable to be forfeited. If the requirements
of any such notice as aforesaid are not complied with, any share in respect of which the notice
has been given may, at any time, thereafter, before the payment required by the notice has been
made, be forfeited by a resolution of the Board to that effect.
In Default of Payment Shares or Debentures to be Forfeited
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52. If the requirements of any such notice as aforesaid are not complied with any share/debenture in
respect of which such notice has been given, may at any time thereafter before payment of all
calls or installments, interest and expenses or other moneys due in respect thereof, be forfeited
by a resolution of the Directors to that effect. Neither the receipt by the Company of a portion of
any money which shall from time to time be due from any member of the Company in respect
of his shares, either by way of principal or interest, nor any indulgence granted by the Company.
In respect of the payment of any such money, shall preclude, the Company from thereafter
proceeding to enforce a forfeiture of such shares as herein provided. Such forfeiture shall include
all dividends declared or interest paid or any other moneys payable in respect of the forfeited
shares or debentures and not actually paid before the forfeiture.
Entry of Forfeiture in Register of Member/Debenture holders
53. When any shares / debentures shall have been so forfeited, notice of the forfeiture shall be given
to the member or debenture holder in whose name it stood immediately prior to the forfeiture
and any entry of the forfeiture with the date thereof, shall forthwith be made in the Register of
members of debenture holders but no forfeiture shall be invalidated by any omission or neglect
or any failure to give such notice or make such entry as aforesaid.
Forfeited Share/Debenture to be Property of Company and may be sold
54. Any share or debenture so forfeited shall be deemed to be the property of the Company, and may
be sold, re-allotted or otherwise disposed of either to the original holder or to any other person
upon such terms and in such manner as the Directors shall think fit.
55. Power to Annul Forfeiture
The Directors may, at any time, before any shares or debentures so forfeited shall have been
sold, re-allotted or otherwise disposed of, annul forfeiture thereof upon such conditions as they
think fit.
56. Shareholders or Debenture Holders Still Liable to pay Money Owed, at Time of Forfeiture
and Interest.
Any member or debenture holder whose shares of debentures have been forfeited shall,
notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company, all calls,
installments, Interest, expenses and other money owing upon or in respect of such shares or
debentures at the time of the forfeiture together with interest thereon from the time of the
forfeiture until payment at such rate as the Directors may determine, and the Directors may
enforce the payment of the whole or a portion thereof, if they think fit, but shall not be under any
obligation to do so. The liability of the member or debenture holder shall cease if and when the
Company receives payment in full of all such monies in respect of the shares or debentures.
Effect of Forfeiture
57. The forfeiture of a share or a debenture shall involve extinction at the time of forfeiture, of all
interest in and all claims and demands against the Company, in respect of the share or debenture
and all other rights incidental to the share or debenture, except only such of these rights as by
these Articles are expressly saved.
Declaration of Forfeiture
58. A Declaration in writing under the hand of one Director, the manager or the Secretary, of the
company;, that the call in respect of a share or debenture was made and notice thereof given and
that default in payment of the call was made and that a share or debenture 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 shall be conclusive
evidence of the facts stated therein as against all persons entitled to such share or debenture.
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Validity of Sales under Article 48 and 53
59. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers here in
above given, the Directors may, if necessary, appoint some person to execute an instrument of
transfer of the shares or debentures sold and cause the purchaser’s name to be entered in the
Register of members or Register of debenture holders in respect of the shares or debentures sold,
and the purchaser shall not be bound to see to the regularity of the proceedings, or to the
application of the purchase money and after his name has been entered in the Register of member
or debenture holders in respect of such shares or debenture the validity of the sale shall not be
impeached by any person, and the remedy of any person aggrieved by the sale shall be for
damages only and against the Company exclusively.
Cancellation of Share/Debenture Certificate in Respect of Forfeited Shares/Debentures
60. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate/s originally issued in respect of the relative shares or debentures shall (unless the same
shall on demand by the relative shares or debentures surrendered to it by the defaulting member
or debenture holder) stand cancelled and become null and void and be of no effect, and the
directors shall be entitled to issue a duplicate certificate/s in respect of the said share or
debentures to the person/s entitled thereto.
Title of Purchaser and Allottee of Forfeited Shares/Debentures
61. The Company may receive the consideration, if any, given for the share or debenture on any sale,
re-allotment or other disposition thereof, and the person to whom such share or debenture is sold,
re-allotted or disposed of may be registered as the holder of the share or debenture and shall not
be bound to see to the application of the consideration, if any, nor shall his title to the share or
debenture be affected by any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale, re-allotment or other disposal of the share or debenture.
Surrender of Shares or Debenture
62. The Directors may, subject to the provisions of the Act, accept a surrender of any share or
debenture from or by any member or debenture holder desirous of surrendering them on such
terms as they think fit.
TRANSFER AND TRANSMISSION OF SHARES AND DEBENTURES
Register of Share Transfer
63. The Company shall keep a book to be called the “Register of Transfers” and therein shall be
fairly and distinctly entered the particulars of every transfer or transmission of any share.
Form of Transfer
64. The Instrument of transfer shall be in writing and all the provisions of Section 56 of the Act,
shall be duly complied with in respect of all transfer of shares and registration thereof.
Instrument of Transfer to be Executed by Transferor and Transferee
65. Every such instrument of transfer shall be signed both by the Transferor and transferee and the
transferor shall be deemed to remain the holder of such share until the name of the transferee is
entered in the Register of members in respect thereof.
Directors may Refuse to Register Transfer.
66. (a) Subject to the provision of Section 58 of the Act and subject to the provisions of Securities
Contract (Regulations) Act, 1956 and the rules and regulations made there under, the Directors
may, at their own absolute and uncontrolled discretion, decline by giving reasons to register or
acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not
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be affected by the circumstances that the proposed transferee is already a member of the
Company but in such cases Directors shall within 15 days from the date on which the instrument
of transfer was lodged with the Company, send to the transferee and transferor notice of the
refusal to register such transfer provided that registration of a transfer shall not be refused on the
ground of the transferor being either alone or jointly with any other person or persons indebted
to the Company on any account whatsoever except when the Company has a lien on the shares.
Moreover, the Directors shall not register a transfer if any statutory prohibition or order prohibits
a transfer or when a transferor objects to the transfer. In the event the Company does not effect
transfer of securities within the stipulated 15 days or fails to communicate the refusal of the
transfer/valid objection to the transfer within 15 days to the transferee, the Company shall
compensate the aggrieved party for the opportunity losses caused during the period of delay as
specified under the Listing Regulations.
(b) Nothing in Section 56 of the Act shall prejudice this power to refuse to register the transfer of,
or the transmission by operation of law of the rights to, any shares or interest of a member in, or
debentures of the Company.
Transfer of Share
67. (a) An application of registration of the transfer of 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 and subject to the provisions of Clause (a) of this Article, the
Company shall unless object is made by the transferee, within two weeks from the date of receipt
of the notice, enter in the Register of members 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.
(b) For the purpose of clause (a) above notice to the transferee shall be deemed to have been duly
given if sent by prepaid registered post to the transferee at the address given in the instrument of
transfer and shall be deemed to have been duly delivered at the time at which it would have been
delivered to him in the ordinary course of post.
(c) It shall not be lawful for the Company to register a transfer of any shares unless a proper
instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on
behalf of the transferee and specifying the name, address and occupation, if any, of the transferee
has been delivered to the Company along with the Certificate relating to the shares and if no such
Certificate is in existence, along with the letter of allotment of shares. The Directors may also
call for such other evidence as may reasonably be required to show the right of the transferor to
make the transfer, provided that where it is proved to the satisfaction of the Directors of the
Company that an instrument of transfer signed by the transferor and the transferee has been lost,
the Company may, if the Directors think fit, on an application in writing made by the transferee
and bearing the stamp required by an instrument of transfer register the transfer on such terms
as to indemnity as the Directors may think fit.
(d) Nothing in clause (c) above shall prejudice any power of the Company to register as shareholder
any person to whom the right to any share has been transmitted by operation of law.
(e) Nothing in this Article shall prejudice any power of the Company to refuse to register the transfer
of any share.
Custody of Instrument of Transfer
68. The instrument of transfer shall after registration be retained by the Company and shall remain
in their custody. All instruments of transfer which the Directors may decline to register; shall
on demand be returned to the persons depositing the same. The Directors may cause to be
destroyed all transfer deeds lying with the Company after such period as they may determine in
compliance with the Applicable Law.
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Transfer Books and Register of Members when Closed
69. The Board shall have power on giving not less than seven days’ previous notice by advertisement
in some newspaper circulating in the district in which the office of the Company is situated, to
close the Transfer books, the Register of members or Register of debenture holders at such time
or times and for such period or periods, not exceeding thirty days at a time and not exceeding in
the aggregate forty-five days in each year.
Transfer to Minors etc.
70. Only fully paid shares or debentures shall be transferred to a minor acting through his/her legal
or natural guardian. Under no circumstances, shares or debentures be transferred to any insolvent
or a person of unsound mind.
Title to Share of Deceased Holder
71. The executors or administrators of a deceased member (not being one or two or more joint
holders) or the holder of a Succession Certificate or the legal representative of a deceased
member (not being one or two or more joint holders) shall be the only persons whom the
Company will be bound to recognize as having any title to the shares registered in the name of
such member, and the Company shall not be bound to recognize such executors or administrators
or the legal representatives unless they shall first obtained probate or Letters of Administration
or a Succession Certificate, as the case may be, from a duly constituted competent court in India,
provided that in any case where the Directors in their absolute discretion think fit, the Directors
may dispense with the production of probate or Letters of Administration or a Succession
Certificate upon such terms as to indemnity or otherwise as the Directors in their absolute
discretion may think necessary and under Article 66 register the name of any person who claims
to be absolutely entitled to the shares standing in the name of deceased member, as a member.
Nomination by securities holders
72. (1) Any holder of securities of a company may, at any time, nominate, in Form No. SH.13,
any person as his nominee in whom the securities shall vest in the event of his death.
(2) On the receipt of the nomination form, a corresponding entry shall forthwith be made in
the relevant register of securities holders, maintained under section 88
(3) Where the nomination is made in respect of the securities held by more than one person
jointly, all joint holders shall together nominate in Form No.SH.13 any person as nominee.
(4) The request for nomination should be recorded by the Company within a period of two
months from the date of receipt of the duly filled and signed nomination form.
(5) In the event of death of the holder of securities or where the securities are held by more
than one person jointly, in the event of death of all the joint holders, the person nominated
as the nominee may upon the production of such evidence as may be required by the
Board, elect, either-
(a) to register himself as holder of the securities; or
(b) to transfer the securities, as the deceased holder could have done.
(6) If the person being a nominee, so becoming entitled, elects to be registered as holder of the
securities himself, he shall deliver or send to the company a notice in writing signed by him
stating that he so elects and such notice shall be accompanied with the death certificate of
the deceased share or debenture holder(s).
(7) All the limitations, restrictions and provisions of the Act relating to the right to transfer and
the registration of transfers of securities shall be applicable to any such notice or transfer as
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aforesaid as if the death of the share or debenture holder had not occurred and the notice or
transfer were a transfer signed by that shareholder or debenture holder, as the case may be.
(8) A person, being a nominee, becoming entitled to any securities by reason of the death of the
holder shall be entitled to the same dividends or interests and other advantages to which he
would have been entitled to if he were the registered holder of the securities except that he
shall not, before being registered as a holder in respect of such securities, be entitled in
respect of these securities to exercise any right conferred by the membership in relation to
meetings of the company: Provided that the Board may, at any time, give notice requiring
any such person to elect either to be registered himself or to transfer the securities, and if the
notice is not complied with within ninety days, the Board may thereafter withhold payment
of all dividends or interests, bonuses or other moneys payable in respect of the securities, as
the case may be, until the requirements of the notice have been complied with.
(9) A nomination may be cancelled or varied by nominating any other person in place of the
present nominee, by the holder of securities who has made the nomination, by giving a notice
of such cancellation or variation, to the company in Form No. SH.14.
(10) The cancellation or variation shall take effect from the date on which the notice of such
variation or cancellation is received by the company.
(11) Where the nominee is a minor, the holder of the securities, making the nomination, may
appoint a person in Form No. SH. 14 specified under sub-rule (1), who shall become entitled to
the securities of the company, in the event of death of the nominee during his minority.
Dematerialization of Securities
73. i. The provisions of this Article shall apply notwithstanding anything to the contrary
contained in any other Article of these Articles.
a. The Company shall be entitled to dematerialize its securities and to offer securities in a
dematerialized form pursuant to the Depositories Act, 1996.
b. Option for Investors: Every holder of or subscriber to securities of 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 the law, in respect of any security in the manner provided by
the Depositories Act, 1996 and the Company shall, in the manner and within the time
prescribed, issue to the Beneficial Owner the required Certificates for the Securities.
If a person opts to hold its Security with a Depository, the Company shall intimate such
depository the details of allotment of the Security
c. Securities in Depository to be in fungible form: -
o All Securities of the Company held by the Depository shall be dematerialized and be in
fungible form.
o Nothing contained in Sections 88, 112 & 186 of the Companies Act shall apply to a
Depository in respect of the Securities of the Company held by it on behalf of the
Beneficial Owners.
d. Rights of Depositories & Beneficial Owners: -
Notwithstanding anything to the contrary contained in the Act a Depository shall be deemed to
be the registered owner for the purpose of effecting transfer of ownership of Security of the
Company on behalf of the Beneficial Owner.
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e. Save as otherwise provided in (d) 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.
f. Every person holding Securities of the Company and whose name is entered as the
Beneficial Owner in the records of the depository shall be deemed to be a member of the
Company. The Beneficial Owner of Securities shall be entitled to all the rights and
benefits and be subject to all the liabilities in respect of his Securities which are held by a
depository.
ii. Notwithstanding anything contained in the Act to the contrary, where Securities of the
Company are held in a depository, the records of the beneficial ownership may be served
by such depository to the Company by means of electronic mode or by delivery of floppies
or discs.
iii. Nothing contained in Section 56 of the Companies Act shall apply to a transfer of
Securities effected by a transferor and transferee both of whom are entered as Beneficial
Owners in the records of a depository.
iv. Notwithstanding anything contained in the Act, where Securities are dealt with by a
depository, the Company shall intimate the details thereof to the depository immediately
on allotment of such securities.
v. Nothing contained in the Act or these Articles regarding the necessity of having distinctive
numbers for Securities issued by the Company shall apply to Securities held with a
Depository.
vi. The Company shall cause to be kept at its Registered Office or at such other place as may
be decided, Register and Index of Members in accordance with Section 88 and other
applicable provisions of the Companies Act and the Depositories Act, 1996 with the
details of Shares held in physical and dematerialized forms in any media as may be
permitted by law including in any form of electronic media.
vii. The Register and Index of Beneficial Owners maintained by a depository under Section 11
of the Depositories Act, 1996, shall be deemed to be the Register and Index of Members
for the purpose of this Act. The Company shall have the power to keep in any state or
country outside India, a Register of Members for the residents in that state or Country.
Registration of Persons Entitled to Share Otherwise than by Transfer
74. (a) Subject to the provisions of Article 79 any person becoming entitled to any share in consequence
of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than
by a transfer in accordance with these present, may with the consent of the Directors (which they
shall not be under any obligation to give) upon producing such evidence that the sustains the
character in respect of which he proposes to act under this Article or of such titles as the Directors
shall think sufficient, either be registered himself as a member in respect of such shares or elect
to have some person nominated by him and approved by the Directors registered as a member in
respect of such shares. Provided nevertheless that if such person shall elect to have his nominee
registered he shall testify his election by executing in favor of his nominee on instrument of
transfer in accordance with the provisions herein contained and until he does so, he shall not be
free from any liability in respect of such shares.
(b) A transfer of the share or other interest in the Company of a deceased member thereof made by
his legal representative shall although the legal representative is not himself a member, be as
valid as if he had been a member at the time of the execution of the instrument of transfer.
Claimant to be Entitled to Same Advantage
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75. The person entitled to a share by reason of the death lunacy, bankruptcy or insolvency of the
holder shall be entitled to the same dividends and other advantages to which he would be entitled
as if he were registered holder of the shares except that he shall not before being registered as a
member in respect of the share, be entitled in respect of it, to exercise any right conferred by
membership in relation to the meeting of the Company provided that the Board may at any time
give notice requiring any such persons to elect either to be registered himself or to transfer shares
and if the notice is not complied within ninety days , the Board shall thereafter withhold payment
of all dividends, interests, bonuses or other moneys payable in respect of the share until the
requirements of the notice have been compelled with.
Persons Entitled May Receive Dividend without being Registered as Member
76. (a) A person entitled to a share by transmission shall, subject to the rights of the Directors to retain
such dividends, bonuses or moneys as hereinafter provided be entitled to receive, and may give
a discharge for any dividends, bonuses or other moneys payable in respect of the share/debenture.
(b) This Article shall not prejudice the provisions of Article of 48 and 59.
Refusal to Register Nominee
77. Subject to the provisions of Section 59 of the Act, these Articles and other applicable provisions
of the Act or any other law for the time being in force, The Directors shall have the same right
to refuse (as per Clause 65 of this Articles) on legal grounds to register a person entitled by
transmission to any shares or his nominee as if he were the transferee named in an ordinary
transfer presented for registration. However, the Company must ensure that the transmission
requests for processed within 7 days and 21 days for dematerialized and physical securities,
respectively.
Directors may require Evidence of Transmission
78. Every transmission of a share shall be verified in such manner as the Directors may require, and
the Company may refuse to register any such transmission until the same be so verified or until
or unless an Indemnity be given to the Company with regard to such registration which the
Directors at their discretion shall consider sufficient, provided nevertheless that there shall not
be any obligation on the Company or the Directors to accept any indemnity.
No Fees on Transfer or Transmission
79. No fee shall be charged for registration of transfer, probate, succession Certificate and Letters of
Administration, Certificate of Death or Marriage, Power of Attorney or similar other documents.
The Company not liable for Disregard of a Notice Prohibiting Registration of Transfer
80. The Company shall incur no liability, or responsibility whatsoever in consequence of its
registering or giving effect to any transfer of shares made or purporting to be made by any
apparent legal owner there or (as shown or appearing in the Register of members) to be prejudice
or persons having or claiming any equitable right, title or interest to or in the said shares,
notwithstanding that the Company may have had notice of such equitable right, title or interest
or notice 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 or required to regard
or attend or give effect to any notice which may be given to it of any equitable right, title or
interest or be under any liability whatsoever for refusing or neglecting so to do, though it may
have been entered or referred to in some book of the Company, but the Company shall
nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the
Directors shall so think fit.
Not more than Four Persons as Joint Holders
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81. The Company shall be entitled to decline to register more than four persons as the holder of any
shares.
The provisions of these Articles shall mutatis mutandis apply to the transfer or transmission by
operation of law of debenture of the Company.
JOINT HOLDERS
Joint Holders
82. Where two or more persons are registered as the holders of any share /debenture, they shall be
deemed (so far as the Company is concerned) to hold the same as joint tenants with benefits of
survivorship, subject to the following and other provisions contained in these Articles.
(i) In the case of a transfer of share/ debenture held by joint holders, the transfer will be
effective only if it is made by all the joint holders.
(ii) The Joint holder of any share/debenture shall be liable severally as well as jointly for and
in respect of all calls or installments and other payments which ought to be made in respect
of such share/debenture.
(iii) On the death of anyone or more of such joint holders the survivor or survivors shall be the
only person or persons recognized by the Company as having any title to the
share/debenture, but the Directors may require such evidence of death as they may deem
fit, and nothing herein contained shall be taken to release the estate of a deceased joint
holder from any liability on share/debentures held by him jointly with any other person.
(iv) Any one of such joint holders may give effectual receipts of any dividends, interest or
other moneys payable in respect of such share/debenture.
(v) Only the person whose name stands first in the Register of Members/Debenture holders as
one of the joint holders of any share/debentures shall be entitled to the delivery of the
certificate relating to such share/debenture or to receive notice (which expression shall be
deemed to include all documents as defined in Article (2) (A) hereof and any document
served on or sent to such person shall be deemed service on all the joint holders.
(vi) Any one or two or more joint holders may vote at any meeting either personally or by
attorney or by proxy in respect of such shares as if he were solely entitled thereto and if
more than one of such joint holders be present at any meeting personally or by proxy or by
attorney than that one or such persons so present whose name stands first or higher (as the
case may be) on the Register of Members in respect of such shares shall alone be entitled
to vote in respect thereof but the other or others of the joint holders shall be entitled to be
present at the meeting provided always that joint holder present at any meeting personally
shall be entitled to vote in preference to a joint-holder present by Attorney or proxy
although the name of such joint holder present by an Attorney or proxy stands first or
higher (as the case may be) in the Register in respect of such shares.
(vii) (b) Several executors or administrators of a deceased member in whose (i.e. the deceased
member’s) sole name, any share stands, shall for the purpose of this clause, be deemed
joint holders.
Borrowing Powers
83. Subject to the provisions of Section 73, 179, 180 of the Act and of these Articles and subject to
any restriction imposed by Reserve Bank of India, Board of Directors, may from time to time at
its discretion, by a resolution passed at a meeting of the Board, accept deposits from members
either in advance of calls or otherwise, and generally accept deposits, raise loans or borrow or
secure the payment of any sum of moneys to be borrowed together with the moneys already
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borrowed including acceptance of deposits apart from temporary loans obtained from the
Company’s Bankers in the ordinary course of business, exceeding the aggregate of the paid-up
capital of the Company, its free reserves and securities premium (not being reserves set apart for
any specific purpose) or up to such amount as may be approved by the shareholders from time
to time the Board of Directors shall not borrow such moneys without the sanction of the
Company in General Meeting. No debt incurred by the Company in excess of the limit imposed
by this Article shall be paid or effectual unless the tenderor proves that he advanced the loan in
good faith and without knowledge that the limit imposed by this Article had been exceeded.
Bonds, Debentures etc. to be subject to control of Directors.
84. Any bonds, debentures, debenture-stocks or other securities issued or to be issued by the
Company shall be under the control of the Directors who may issue them upon such terms and
conditions and in such manner and for such consideration as they shall consider to be for the
benefit of the Company.
Provided that bonds, debentures, debenture-stock or other securities so issued or to be issued by
the Company with the right to allotment of or conversion into shares shall not be issued except
with the sanction of the Company in general meeting.
Power to issue shares at Discount
85. The Company can only issue sweat equity shares at Discount as per Section 54 of the Act.
Debentures with voting rights not to be issued
(a) The Company shall not issue any debentures carrying voting rights at any meeting of the
Company whether generally or in respect of particular classes of business.
(b) Certain charges mentioned in Section 77 of the Act shall be void against the liquidators or
creditors unless registered as provided in Section 77 of the Act.
(c) The term `charge’ shall include mortgage in these Articles.
(d) A contract with the Company to take up and pay for any debentures of the Company may be
enforced by a decree or specific performance.
Limitation of Time for Issue of Certificate
86. The Company shall, within six months after the allotment of any of its debentures or debenture-
stock, and within one month after the application for the registration of the transfer of any such
debentures or debenture stocks have complete and deliver the Certificate of all the debentures
and the Certificate of all debenture stocks allotted or transferred unless the conditions of issue of
the debentures or debenture-stocks otherwise provide.
The expression `transfer’ for the purpose of this clause means a transfer duly stamped and
otherwise valid and does not include any transfer which the Company is for any reason entitled
to refuse to register and does not register.
Right to Obtain Copies of and Inspect Trust Deed
87. (i) A copy of any Trust Deed for securing any issue of debentures shall be forwarded to the holders
of any such debentures or any member of the Company at his request and within seven days of
the making thereof on payment of Rs. 10/- (Rupees Ten) for each Page of the copy of any Trust
Deed.
(ii) The Trust Deed referred to in item (i) above also be open to inspection by any member or
debenture holder of the Company in the same manner, to the same extent, and on payment of
these same fees, as if it were the Register of members of the Company.
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Mortgage of Uncalled Capital
88. If any uncalled capital of the Company is included in or charged by any mortgage or other
security the Directors shall, subject to the provisions of the Act and these Articles, make calls on
the members in respect of such uncalled capital in trust for the person in whose favor such
mortgage or security is executed.
Indemnity May be given
89. 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 Directors may execute or cause to be executed
any mortgage charge or security over or affecting the whole or any part of the assets of the
Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid
from any loss in respect of such liability.
Registration of Charges
90. (a) The provisions of the Act relating to registration of charges shall be complied with.
(b) In case of a charge created out of India and comprising solely property situated outside India,
the provisions of Section 77 of the Act shall also be complied with.
(c) Where a charge is created in India but comprised property outside India, the instrument, creating
or purporting to create the charge under Section 77 of the Act or a copy thereof verified in the
prescribed manner, may be filed for registration, notwithstanding that further proceedings may
be necessary to make the charge valid or effectual according to the law of the country in which
the property is situated, as provided by Section 77 of the Act.
(d) Where any charge on any property of the Company required to be registered to be registered
under Section 77 of the Act has been so registered, any person acquiring such property or any
part thereof or any share or interest therein shall be deemed to have notice of the charge as from
the date of such registration.
(e) Any creditors or member of the Company and any other person shall have the right to inspect
copies of instruments creating charges and the Company’s Register of Charges in accordance
with and subject to the provisions of Section 85 of the Act.
(f) The Directors shall cause a proper register and charge creation documents to be kept in
accordance with the provisions of the Companies Act 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.
Trust not Recognized
91. No notice of any trust, express or implied or constructive, shall be entered on the register of
Debenture holders.
GENERAL MEETINGS
Annual General Meeting
92. Subject to the provisions contained in Section 96 and 129 of the Act, as far as applicable, the
Company shall in each year hold, in addition to any other meetings, a general meeting as its
Annual General Meeting, and shall specify, the meeting as such in the notice calling it, and not
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more than fifteen months shall elapse between the date of one annual general meeting of the
Company and that of the next.
Time and Place of Annual General Meeting
93. Every Annual General Meeting shall be called at any time during business hours that is
between 9 am to 6 pm, on a day that is not a National Holiday, and shall be held either at the
registered office of the Company or at some other place within the city, town or village in
which the registered office of the Company is situated, and the notice calling the meeting shall
specify it as the Annual General Meeting.
Section 101 to 109 of the Act shall apply to Meeting
94. Sections 101 to 109 of the Act with such adaptation and modifications, if any as may be
prescribed, shall apply with respect to meeting of any class of members or debenture holders of
the Company in like manner as they would with respect to general meetings of the Company.
Powers of Directors to Call Extraordinary General Meeting
95. The Directors may call an Extraordinary General Meeting of the Company whenever they
think fit. If at any time Directors capable of acting who are sufficient in number to form a
quorum, are not within India, any Director or any two (2) members of the Company may call
an Extraordinary General Meeting in the same manner, as nearly as possible, as that in which
such a meeting may be called by the Board of Directors.
Calling of Extra Ordinary General Meeting on requisition
96. (a) The Board of Directors of the Company shall on the requisition of such number of members of
the Company as is specified in clause (d) of this Article, forthwith proceed duly to call an
Extra-ordinary general meeting of the Company.
(b) The requisition shall set out the matters for the considerations of which the meeting is to be
called, shall be signed by requisitions, and shall be deposited at the registered office of the
company.
(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 at the date of the deposit of the requisition not less than one tenth of
such of the paid up share capital of the Company as at that date carried the right of voting in
regard to that matter.
(e) Where two or more distinct matters are specified in the requisition the provisions of clause (a)
above, shall apply separately in regard to each such matter; and the requisition shall accordingly
be valid only in respect of those matters in regard to which the condition specified in that clause
is fulfilled.
(f) If the Board does not, within twenty-one days from the date of deposit of a valid requisition in
regard to any matters, proceed duly to call a meeting for the consideration of those matters then
on a day not later than forty five days from the date of the deposit of the requisition, the meeting
may be called by the requisitionists themselves within a period of three months from the date of
requisition.
Explanation: For the purpose of this clause, the Board shall in the case of a meeting at which
Resolution is to be proposed as a special Resolution, be deemed not have duly convened the
meeting if they do not give such notice thereof as is required by Section 114 of the Act.
(g) A meeting, called under Clause (f) above, by the requisitionists or any of them:
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(i) shall be called in the same manner, as nearly as possible, as that in which meetings are to
be called by the Board; but
(ii) shall not be held after the expiration of three months from the date of the deposit of the
requisition.
Explanation: Nothing in Clause (g) (ii) above, shall be deemed to prevent a meeting only
commenced before the expiry of the period of three months aforesaid, from adjourning to some
day after the expiry of that period.
(h) Where two or more persons hold any shares or interest in the Company jointly, requisition, or a
notice calling a meeting, signed by one or some of them shall, for the purpose of this Article,
have the same force and effect as if it had been signed by all of them.
(i) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board to
duly call a meeting shall be repaid to the requisitionists by the Company; and any sum so repaid
shall be retained by the Company out of any sums due or to become due from the Company by
way of fees or other remuneration for their services to such of the Directors as were in default.
Length of Notice for Calling Meeting
97. (a) A general Meeting of the Company may be called by giving not less than clear twenty-one
days’ notice in writing or through electronic mode in such manner as may be prescribed by the
Central Government.
(b) A General Meeting of the Company may be called after giving shorter notice than that
specified in clause(a) if consent is accorded thereto:
(i) in the case of an Annual General Meeting, by not less than ninety-five per cent. of the
Members entitled to vote thereat; and
(ii) in the case of any other general meeting, by Members holding majority in number of Members
entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up
share capital of the Company as gives a right to vote at the meeting;
Provided that where any members of the Company are entitled to vote only on such resolution
or resolution to be moved at the meeting and not on the others, those members shall be taken
into account for the purposes of this clause in respect of the former resolution or resolutions
and not in respect of the latter.
Contents and Manner of Service of Notice and Persons on whom it is to be served.
98. (a) Every notice of a meeting of the Company shall specify the place and the day and hour of the
meeting and shall contain a statement of the business to be transacted there at.
(b) Notice of every meeting of the Company shall be given:
(i) to every member of the Company, in any manner authorized by Section 20 of the Act;
(ii) to the persons entitled to a share in consequence of a 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 the deceased, or assignees of the insolvent, or by any like
description, 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 giving the
notice in any manner in which it might have been given if the death or insolvency had
not occurred;
(iii) to the auditor or Auditors for the time being of the Company in any manner authorized
by Section 20 of the Act in the case of any member or members of the Company; and
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(iv) to all the Directors of the Company,
Provided that where the notice of a meeting is given by advertising the same in a newspaper
circulating in the neighborhood of the Registered Office of the Company under Section 20 of
the Act, the statement of the material facts referred to in Section 102 of the Act need not be
annexed to the notice as required by that Section but it shall be mentioned in the advertisement
that the statement has been forwarded to the members of the Company.
(c) The accidental omission to give notice to, or the non-receipt of notice by any member or other
person to whom it should be given shall not invalidate the proceedings at the Meeting.
Explanatory Statement to be Annexed to Notice
99. (A) For the purpose of this Article:
in the case of an Annual General Meeting, all business to be transacted at the meeting shall be
deemed special with the exception of business relating to-
(i) the consideration of the financial statements and the reports of the Board of Directors and
auditors.
(a) the declaration of a dividend.
(b) the appointment of directors in the place of those retiring, and
(c) the appointment of, and the fixing of the remuneration of, the auditors, and
(d) in the case of any other meetings, all business shall be deemed special.
(B) Where any items of business to be transacted at the meeting are 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 item of business including in particular the nature of the concern of interest, if
any, therein of every promoter, Director, the manager, if any, and of every other Key Managerial
Personnel as required under Section 102 of the Act.
Provided that where any item of special business as aforesaid 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 any such person shall be set out in circumstances specified in the provision to
sub-section (2) of section 102 of the Act.
(C) Where any item of business consists of the according of approval to any document by the
meeting, the time and place where the documents can be inspected shall be specified in the
statement aforesaid.
Quorum for Meeting
100. (a) In accordance with Section 103, the quorum for a General Meeting of the Company shall be as
under:
(i) five members personally present if the number of members as on the date of meeting is
not more than one thousand;
(ii) fifteen members personally present if the number of members as on the date of meeting is
more than one thousand but up to five thousand;
(iii) Thirty members personally present if the number of members as on the date of the meeting
exceeds five thousand.
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(b) (i) If within half an hour from the time appointed for holding a meeting of the Company, a
quorum is not present, the meeting, if called upon by requisition of members, shall stand
cancelled.
(ii) In any other case, the meeting shall stand adjourned to the same day in the next week, at
the same time and place or to such other day and at such other time and place as the Board
may determine.
(c) No business shall be transacted at any general meeting unless the requisite quorum be present at
the commencement of the business.
Adjourned Meeting to Transact Business
101. (a) If at the adjourned meeting also, a quorum is not present within half an hour from the time
appointed for holding the meeting, the members present shall be the quorum.
(b) where a resolution is passed at an adjourned meeting of the Company, the resolution shall, for
all purposes be treated as having been passed on the date on which it was in fact passed and shall
not be deemed to have been passed on any earlier date.
Chairman of General Meeting
102. (a) No business shall be discussed or transacted at any general meeting except the election of a
Chairman whilst the Chair is vacant.
(b) (i) The Chairman of the Board of Directors shall be entitled to take the Chair at every general
meeting, if there be no Chairman or if at any meeting he shall not be present within 15
(fifteen) minutes after the time appointed for holding such meeting or is unwilling to act,
the Director present may choose one of themselves to be the Chairman and in default of
their doing so, the members present shall be willing to take the Chair, the members present
shall choose one of themselves to be the Chairman.
(ii) If at any meeting a quorum of members shall be present, and the Chair shall not be taken
by the Chairman or Vice-Chairman of the Board or by a Director at the expiration of 15
minutes from the time appointed for holding the meeting or if before the expiration of that
time all the Directors shall decline to take the Chair, the members present shall choose one
of their members to be the Chairman of the meeting.
Chairman with Consent may adjourn the Meeting
124. The Chairman may, with the consent of any meeting at which a quorum is present, and shall, if
so directed by the meeting, adjourn the meeting from time to time and from place to place in the
city, town or village where the registered office of the Company is situated.
Business at the Adjourned Meeting
125. No business shall be transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place.
Notice of Adjourned Meeting
126. 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. In case of adjournment of a meeting or of a change
of day, time or place of meeting under, the Company shall give not less than three days’ notice
to the members.
To every such separate meeting, the provisions of these Articles relating to general meetings
shall mutatis mutandis apply.
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PROXIES
127. Proxies
(a) Any member of the Company entitled to attend and vote at a meeting of the Company shall be
entitled to appoint any other person (whether a member or not) as his proxy to attend and vote
instead of himself. A member (and in case of joint holder, all holders) shall not appoint more
than one person as proxy. A proxy so appointed shall not have any right to speak at the
meeting.
(b) A proxy shall not be entitled to vote except on a poll.
(c) A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate
not more than ten percent of the total share capital of the company carrying voting rights:
Provided that a member holding more than ten percent, of the total share capital of the Company
carrying voting rights may appoint a single person as proxy and such person shall not act as
proxy for any other person or shareholder.
(d) In every notice calling a meeting of the Company there shall appear with reasonable prominence
a statement that a member entitled to attend and is entitled to appoint a proxy to attend and vote
instead of himself, and that a proxy need not be a member.
(e) The instrument appointing a proxy or any other document necessary to show the validity or
otherwise relating to the appointment of a proxy shall be lodged with the Company not less than
48 (forty-eight) hours before the meeting in order that the appointment may be effective thereat.
(f) The instrument appointing a proxy shall:
(i) be in writing, and
(ii) Be signed by an appointer or his attorney duly authorized in writing or, if the appointer is
a body corporate, by under its seal or be signed by an officer or any attorney duly
authorized by it.
(g) Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as
circumstances will admit, be in usual common form or in such other form as the Directors may
approve from time to time.
(h) An instrument appointing a proxy, if in any of the forms set out in to the Companies
(Management and Administration) Rules 2014 shall not be questioned on the ground that it fails
to comply with any special requirement specified for such instrument by these Articles.
(i) Every member entitled to vote at a meeting of the Company, or on any resolution to be moved
thereat, shall be entitled during the period beginning 24 (twenty four) hours before the time fixed
for the commencement of the meeting and ending with the conclusion of the meeting, to inspect
the proxies lodged at any time during the business hours of the Company, provided not less than
3 (three) days’ notice in writing of the intention so to inspect is given to the Company.
(j) A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of the proxy or
of the authority under which the proxy was executed, or the transfer of the shares in respect of
which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have
been received by the company at its office before the commencement of the meeting or adjourned
meeting at which the proxy is used.
E-VOTING
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128. The Company shall also provide e-voting facility to the Shareholders of the Company in terms
of the provisions of the Companies (Management and Administration) Rules, 2014 or any other
Law, if applicable to the Company.
VOTES OF MEMBERS
129. Subject to any rights or restrictions for the time being attached to any class or classes of shares
and in the manner prescribed under the Act and the rules made thereunder:
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to the member’s share in the paid
–up equity share capital of the Company.
130. Voting by Poll
(a) Before or on the declaration of the result of the voting on any resolution on show of hands, a poll
may be ordered to be taken by the Chairman of the meeting on his own motion and shall be
ordered to be taken by him on a demand made in that behalf. The Company shall comply with
the procedure as regards voting by poll as may be prescribed under the Act and rules and
regulations made thereunder.
(b) Any business other than that upon which a poll has been demanded may be proceeded with,
pending the taking of the poll.
Restrictions on Exercise of Rights of Members who have not paid Calls etc.
131. (a) No members shall exercise any voting right in respect of any shares registered in his name on
which any calls or other sums presently payable by him have not been paid or in regard to which
the Company has and has exercised any right of lien.
(b) Where the shares of the Company are held in trust, the voting power in respect of such shares
shall be regulated by the provisions of Section 89 of the Act.
Restriction on Exercise of Voting Right in Other cases to be void
132. A member is not prohibited from exercising his voting right on the ground that he has not held
his share or other interest in the Company for any specified period preceding the date on which
the vote is taken, or on any other ground not being a ground set out in Article 110.
Equal Rights of Share Holders
133. Any shareholder whose name is entered in the Register of members of the Company shall enjoy
the same rights and be subject to the same liabilities as all other shareholders of the same class.
Service of Notice, Reports, Documents and other communications by electronic mode.
134. Notwithstanding anything mentioned in these Articles, the Company may send any
communication including notice of general meeting, annual report etc. to any persons by
electronic mode as may be permitted under Applicable Laws.
Voting rights of members of unsound mind and minors
135. 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 poll vote by proxy; if any
member be a minor the vote in respect of his share or shares shall be by his guardians or any
one of his guardians or, any one of his guardians, if more than one, to be selected in case of
dispute by the Chairman of the meeting.
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Votes in respect of Shares of Deceased or Insolvent Members etc.
136. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be
entitled to the same dividends and other advantages to which he would be entitled if he were the
registered holder of the share, except that he shall not, before being registered as a member in
respect of the share, be entitled in respect of it to exercise any right conferred by membership in
relation to meetings of the company: Provided that the Board may, at any time, give notice
requiring any such person to elect either to be registered himself or to transfer the share, and if
the notice is not complied with within ninety days, the Board may thereafter withhold payment
of all dividends, bonuses or other monies payable in respect of the share, until the requirements
of the notice have been complied with.
Custody of Instrument
137. If any such instrument of appointment be confirmed to the object of appointing proxy or
substitute for voting at meeting of the Company, it shall remain permanently or for such time as
the Directors may determine in the custody of the Company; a copy thereof examined with the
original, shall be delivered to the Company to remain in the custody of the Company.
Validity of Votes given by Proxy notwithstanding Death of Members etc.
138. A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death of the principal or revocation of the proxy or of any power
of attorney under which such proxy was signed or the transfer of the share in respect of which
the votes is given, provided that no intimation in writing of the death, revocation or transfer shall
have been received at the registered office of the Company before the meeting or adjourned
meeting.
Time for Objections for Vote
139. No objection shall be made to the validity of any vote except at the meeting or poll at which such
vote shall be tendered and every vote whether given personally or by an agent or proxy or
representative not disallowed at such meeting or poll shall be deemed valid for all purposes or
such meeting or poll whatsoever.
Chairman of any Meeting to be the Judge of any Vote
140. (a) No objection shall be raised to the qualification of any voter, except at the meeting or adjourned
meeting at which the vote objected to is given or tendered and every vote not disallowed at such
meeting shall be valid for all purposes.
(b) Any such objection made in due time shall be referred to the Chairman of the meeting, whose
decision thereon shall be final and conclusive.
Representation of Body Corporate
141. A body corporate (whether a Company within the meaning of the Act or not) if it is a member
or creditor (including a holder of debentures) of the Company may in accordance with the
provisions of Section 113 of the Act authorize such person by a resolution of its Board of
directors as it thinks fit, to act as its representative at any meeting of the Company or of any class
of members of the Company or at any meeting of creditors of the Company.
Representation of the President of India or Governors
142. (a) The President of India or the Governor of State if he is a member of the Company may appoint
such person as he thinks fit to act, as his representative at any meeting of the Company or at any
meeting of any class of members of the Company in accordance with provisions of Section 112
of the Act or any other statutory provision governing the same.
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(b) A person appointed to act as aforesaid shall for the purposes of the Act be deemed to be a member
of such a Company and shall be entitled to exercise the same rights and powers (including the
right to vote by proxy) as the Governor could exercise, as member of the Company.
(c) The Company shall observe the provisions of Section 112 of the Act, in regards to the Public
Trustee.
143. PASSING RESOLUTIONS BY POSTAL BALLOT
( a ) Notwithstanding any of the provisions of these Articles, the Company may, and in the case
of resolutions relating to such business as notified under the Companies (Management and
Administration) Rules, 2014, as amended, or other Law required to be passed by postal ballot,
shall get any resolution passed by means of a postal ballot, instead of transacting the business in
the General Meeting of the Company. Also, the Company may, in respect of any item of business
other than ordinary business and any business in respect of which Directors or Auditors have a
right to be heard at any meeting, transact the same by way of postal ballot.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow
the procedures as prescribed under Section 110 of the Act and the Companies (Management and
Administration) Rules, 2014, as amended from time.
Circulation of Members Resolution
144. The Company shall comply with provisions of Section 111 of the Act, relating to circulation of
members resolutions.
Special Notice
145. In pursuance of Section 115 of the Act, where by any provision contained in the Act or in these
Articles special notice is required for any resolution, notice of the intention to move the
resolution shall be given to the Company by such number of members holding not less than one
per cent. of total voting power or holding shares on which such aggregate sum not exceeding
five lakh rupees, as may be prescribed, has been paid-up, not less than fourteen days before the
meeting at which it is to be moved exclusive of the day on which the notice is served or deemed
to be served and the day of the meeting. The Company shall immediately after the notice of the
intention to move any such resolution has been received by it, give its members notice of the
resolution in the same manner as it gives notice of the meeting, or if that is not practicable, shall
give them notice thereof either by advertisement in a newspaper having an appropriate
circulation or in any other mode allowed by these presents not less than seven days before the
meeting.
Resolution Passed at Adjourned Meeting
146. The provisions of Section 116 of the Act shall apply to resolution passed at an adjourned meeting
of the Company, or of the holders of any class of shares in the Company and of the Board of
Directors of the Company and the resolution shall be deemed for all purposes as having been
passed on the date on which in fact they were passed and shall not be deemed to have been passed
on any earlier date.
147. Registration of Resolutions and Agreements
The Company shall comply with the provisions of Section 117 of the Act relating to registration
of certain resolutions and agreements.
Minutes of Proceedings of General Meeting and of Board and Other Meetings
148. (a) The Company shall cause minutes of all proceedings of general meetings, and of all
proceedings of every meeting of its Board of Directors or of every Committee of the Board to
be kept by making within thirty days of the conclusion of every such meeting concerned or
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passing of resolution by postal ballot, entries thereof in books for that purpose with their pages
consecutively numbered.
(b) Each page of every such book shall be initialed or signed and the last page of the record of
proceedings of each meeting in such books shall be dated and signed:
i. in the case of minutes of proceedings of the Board or of a Committee thereof by the
Chairman of the said meeting or the Chairman of the next succeeding meeting.
ii. In the case of minutes of proceedings of the general meetings by Chairman of the said
meeting within the aforesaid period, of thirty days or in the event of the death or inability
of that Chairman within that period, by a Director duly authorized by the Board for the
purpose.
(c) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid
by pasting or otherwise.
(d) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
(e) All appointments of officers made at any of the meetings aforesaid shall be included in the
minutes of the meeting.
(f) In the case of a meeting of the Board of Directors or of a Committee of the Board, the minutes
of the meeting.
(i) the names of the Directors present at the meetings, and
(ii) In the case of each resolution passed at the meeting, the names of the Directors, if any,
dissenting from or not concurring in the resolution.
(g) Nothing contained in Clause (a) to (d) hereof shall be deemed to require the inclusion in any
such minutes of any matter which in the opinion of the Chairman of the meeting:
(i) is, or could reasonably be regarded, as defamatory of any person.
(ii) is irrelevant or immaterial to the proceedings; or
(iii) is detrimental to the interests of the Company.
The Chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusions
of any matter in the minutes on the grounds specified in this clause.
(h) The minutes of meetings kept in accordance with the provisions of Section 118 of the Act shall
be evidence of the proceedings recorded therein.
(i) 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.
Presumptions to be Drawn where Minutes duly drawn and Signed.
149. Where minutes of the proceedings of any general meeting of the Company or of any meeting of
its Board of Directors of a Committee of the Board have been kept in accordance with the
provisions of Section 118 of The Act then, until the contrary is proved, the meeting shall be
deemed to have been duly called and held, and all proceedings thereat to have duly taken place
and in particular all appointments of directors or Liquidators made at the meeting shall be
deemed to be valid and the minutes shall be evidence of the proceedings recorded therein.
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Inspection of Minutes Books of General Meetings.
150. (a) The books containing the minutes of the proceedings of any general meeting of the Company
shall:
(i) be kept at the registered office of the Company, and
(ii) be open, during 11:00 am to 1:00 pm to the inspection of any member without charge and
by any other person on payment of fee of Rupees 50/- for each inspection, subject to such
reasonable restrictions as the Company may, in general meeting impose.
(b) Any member shall be entitled to be furnished within seven days after he has made a request in
that behalf to the Company, with a copy of any minutes referred to in Clause (a) above, on
payment of Rs. 10/- for each page.
Publication of Reports of Proceedings of General Meetings
151. No document purporting to be a report of the proceedings of any general meeting of the Company
shall be circulated or advertised at the expenses of the Company unless it includes the matters
required by Section 118 of the Act to be contained in the Minutes of the proceedings of such
meeting.
Report on Annual General Meeting.
152. The Company shall prepare a report on each Annual General Meeting including the confirmation
to the effect that the meeting was convened, held and conducted as per the provisions of the Act
and the rules made thereunder, and shall file the same with the Registrar within thirty days of
the conclusion of the Annual General Meeting.
153. Management of Subsidiaries and Group Companies
The Board shall be responsible for compliance with all Applicable Law, regulations, rules and
guidelines as well as the Listing Regulations in relation to the obligation of the Company towards
the governance and management of its subsidiaries and group companies.
MANAGERIAL PERSONNEL
Managerial Personnel
154. (a) Subject to the provisions of the Act, a chief executive officer, manager, company secretary or
chief financial officer may be appointed by the Board of Directors for such term, at such
remuneration and upon such conditions as it may think fit; and any chief executive officer,
manager, company secretary or chief financial officer so appointed may be removed by means
of a resolution of the Board. A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer.
(b) Any provision of the Act or these Articles requiring or authorizing a thing to be done by or to a
director and chief executive officer, manager, company secretary or chief financial officer shall
not be satisfied by its being done by or to the same person acting both as director and as, or in
place of, chief executive officer, manager, company secretary or chief financial officer.
(c) The Company shall duly observe the provisions of Section 196 and Section 203 of the Act
regarding prohibition of simultaneous appointment of different categories of managerial
personnel therein referred to.
Remuneration of key managerial personnel
155. The remuneration of Key Managerial Personnel shall from time to time, be fixed by the Board
and may be by way of salary or commission or participation in profits or by any or all of these
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modes or in any other form and shall be subject to the limitations prescribed in Schedule V along
with Sections 196 and 197 of the Act.
Board of directors
156. Until otherwise determined by the Company in general meeting, the number of Directors shall
not be less than 3 (three) and more than 15 (fifteen). The appointment of the Directors exceeding
15 (fifteen) will be subject to the provisions of Section 149 of the Act. The Board shall have the
power of appoint the Chairman. The Company shall also comply with the provisions of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the provisions of the
Listing Regulations.
First Directors
The First Directors of the Company are:
157. 1. Saroj Rateria
2. Arun Garodia; And
3. Sudarshan Mimani
Debenture Directors
158. Any Trust Deed for securing debentures of 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 or persons to be a Director or Directors of the Company and
may empower such Trustees or holders of Debentures or debenture-stocks from time to time, to
remove and reappoint any Director/s so appointed. The Director/s so 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(s) 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 of the other provisions herein contained.
Nominee Director
159. The Board may appoint any person as a director nominated by any institution, in pursuance of
the provisions of any law for the time being in force or of any agreement to which the
Company is a party or by the Central Government or the State Government(s) by virtue of its
shareholding in the Company and such person or persons or Directors is / are hereinafter
referred to as “Nominee Director/s”, on the Board of the Company and such persons may be
remove from such office any person or persons “so appointed and to appoint any person or
persons” in his or their place/s. The Board may also agree that any such Nominee Director, or
Nominee Directors may be removed from time to time by the institution/Central
Government/State Government(s) entitled to appoint or nominate them and such
institution/Central Government/State Government(s) may appoint another or other or others in
his or their place and also fill in any vacancy which may occur as a result of any such Director,
or Directors ceasing to hold that office for any reason whatever.
At the option of such institution/Central Government/State Government(s) such Nominee
Director/s shall not be required to hold any share qualification in the Company. Also, at the
option of such institution/Central Government/State Government(s) 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.
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The Nominee Director/s so appointed shall hold the said office only so long as any moneys
remain owing by the Company to such institution or so long as such institution holds Debentures
in the Company as a result of direct subscription or private placement or so long as such
institution holds shares in the Company as a result of underwriting or direct subscription or the
liability of the Company arising out of any Guarantee the moneys owing by the Company to
such institution is paid off.
The Nominee Director/s appointed under this Article will be entitled to receive all notices of and
attend all General Meetings, Board Meetings and of the meetings of the Committee of which the
Nominee Director/s is/are member/s as also the minutes of such meetings. Such
institution/Central Government/State Government(s) shall also be entitled to receive all such
notices and minutes.
The Company shall pay to the Nominee Director/s sitting fees and expenses which the other
Directors of the Company are entitled but if any other fees, commission, monies or remuneration
in any form is payable to the Directors of the Company, the fees, commission, monies and
remuneration in relation to such Nominee Directors shall accrue to such institution/Central
Government/State Government(s) and the same shall accordingly be paid by the Company
directly to such institution/Central Government/State Government(s). Any expenses that may
be incurred by such institution/Central Government/State Government(s) or such Nominee
Directors in connection with their appointment or Directorship shall also be paid or reimbursed
by the Company to such institution/Central Government/State Government(s) or as the case may
be to such Nominee Directors.
Provided that if any such Nominee Director is an officer of such institution/Central
Government/State Government(s) the sitting fees, in relation to such Nominee Director shall also
accrue to such institution and the same shall accordingly be paid by the Company directly to
such institution/Central Government/State Government(s).
Special Director
160. (a) In connection with any collaboration arrangement with any company or corporation or firm or
person for supply of technical know-how and/or machinery or technical advice, the Directors
may authorize such Company, Corporation, firm or person (hereinafter in this clause referred to
as “Collaborator”) to appoint from time to time, any person or persons as Director or Directors
of the Company (hereinafter referred to as “Special Director”) and may agree that such Special
Director shall not be liable to retire by rotation and need not possess any qualification shares to
qualify him for the office of such Director, so however, that such Special Director shall hold
office so long as such collaboration arrangement remains in force unless otherwise agreed upon
between the Company and such Collaborator under the collaboration arrangements or any time
thereafter.
(b) The Collaborator may at any time and from time to time remove any such Special Director
appointer 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 Special Director in his place
and such appointment or removal shall be made in writing signed by such company or
corporation or any partner or such person and shall be delivered to the Company at its registered
office.
(c) It is clarified that every collaborator entitled to appoint a Director under this Article may appoint
one or more such person or persons as a Director(s) and so that if more than one Collaborator is
so entitled there may at any time be as many Special Director as the Collaborators eligible to
make the appointment.
Limit on Number of Non-Retiring Directors
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161. Subject to the provisions of Section 152 of the Act, the number of Directors appointed under
Articles 137, 138 and 139 shall not exceed in the aggregate one-third of the total number of
Directors, excluding Independent Directors, for the time being in office.
162. Appointment of Independent Director
Subject to the provisions of Section 149 (6) of the Act, Board of Directors shall have power at
any time to appoint any person as an Independent Director to the Board. The Company shall
have such number of Independent Directors on the Board of the Company, as may be required
in terms of the provisions of Section 149 of the Act and the Companies (Appointment and
Qualification of Directors) Rules, 2014 or any other Law, as may be applicable. Further, such
appointment of such Independent Directors shall be in terms of the aforesaid provisions of Law
and subject to the requirements prescribed under Listing Regulations.
163. Appointment of Whole-Time Director
Subject to the provisions of Section 152 of the Act, Board of Directors shall have power at any
time to appoint any person as a Whole-Time Director to the Board
Appointment of Alternate Director
164. The Board may appoint an alternate Director not being a person holding any alternate
directorship for any other directors in the Company or holding directorship in the Company, to
act for a Director (hereinafter called “the Original Director”) during his absence for a period of
not less than three months from India. An alternative Director so appointed shall not hold office
as such for a period longer than that permissible to the Original Director in whose place he had
been appointed and shall vacate if and when the Original Director returns to India.
Appointment of Additional Director
165. Subject to the provisions of Section 161 of the Act, Board of Directors shall have power at any
time to appoint any person as an additional Director to the Board, but so that the total number of
Directors shall not exceed the maximum number fixed by the Articles. Any Director so appointed
shall hold the office only up to the next Annual General Meeting of the Company or the last date
on which the Annual General Meeting should have been held, whichever is earlier and shall then
be eligible for reappointment.
166. Appointment of Women Director
The Company shall have such number of Woman Director on the Board of the Company, as
may be required in terms of the provisions of Section 149 of the Act and the Companies
(Appointment and Qualification of Directors) Rules, 2014 or any other Law, as may be
applicable.
Appointment of Director to fill the Casual Vacancy.
167. Subject to the provisions 161 of the Act, the office of any Director appointed by the Company
in general meeting is vacated before his term of office expires in the nominal course, the
resulting casual vacancy may in default of and subject to any regulation in the Articles of the
Company be filled by the Board of Directors at the meeting of the Board and the Director so
appointed shall hold office only up to the date up to which the Director in whose place he is
appointed would have held office if it had not been vacated as aforesaid but he shall then be
eligible for re-election.
Individual Resolution for Director Appointment
168. At a general meeting of the Company a motion shall not be made for the appointment of two or
more persons as Directors of the Company by a single resolution unless a resolution that it
shall be so made has first been agreed to by the meeting without any vote being given against
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it. Resolution moved in contravention of this article shall be void whether or not objection was
taken at the time of its being so moved. Provided that where a resolution so moved is passed
no provision for the automotive reappointment of retiring director by virtue of these articles
and the Act in default of another appointment shall apply.
Qualification of Director
169. A Director need not hold any shares in the Company to qualify him for the office of a Director
of the Company.
Remuneration of Directors
170. (a) Subject to the provisions of Act, a Managing Director or a director who is in the whole-time
employment of the Company may be paid remuneration either by way of a monthly payment or
at a specified percentage of the net profits of the Company or partly by the other.
(b) Subject to the provisions of the Act, a Director, who is neither in the whole-time employment
nor a Managing Director may be paid remuneration either:
(i) by way of monthly, quarterly or annual payment, or
(ii) by way of commission if the Company by a special resolution has authorized such
payment
(c) Every Director shall be paid such amount of remuneration by way of fee not exceeding such sum
as may be prescribed by the Act or the Central Government from time to time, as may be
determined by the Board for each meeting of the Board or Committee thereof attended by him.
(d) The Board shall recommend the fees/compensation to be paid to non-executive directors
including independent directors. Such fees/compensation shall also be approved by the
shareholders of the Company in a general meeting. However, such approval will not be required
in case of sitting fees paid to non-executive directors which are within the limits prescribed under
the Act and for which no Central Government approval is required. In terms of Section 149 (9)
and Section 197 (3) of the Act, if the Company has no profits or its profits are inadequate, a
non-executive director including an independent director may receive remuneration, exclusive
of any fees payable under sub-section (5) of Section 197 of the Act, in accordance with the
provisions of Schedule V.
Traveling and Other Expenses
171. The Board may allow and pay to any Director for the purpose of attending a meeting such sum
either as fixed allowance and/or actual as the Board may consider fair compensation for
traveling, board and lodging and incidental and/or actual out of pocket expenses incurred by
such Director in addition to his fees, for attending such meeting to and from the place at which
the meetings to and from the place at which the meetings of the Board Committees thereof or
general meetings of the Company are held from time to time or any other place at which the
Director executes his duties.
Remuneration for Extra Services
172. If any Director, being willing shall be called upon to perform extra services or to take any
special exertions for any of the purposes of the Company and in that event the Company may,
subject to the provisions of the Act, remunerate such Director either by a fixed sum or by a
percentage of profit or otherwise, as may be determined by the Directors but not exceeding that
permitted under Section 197 of the Act and such remuneration may be either in addition to or
in substitution for his share in the remuneration above provided.
Increase in Remuneration of Directors to require Government Sanction
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173. Any provision relating to the remuneration of any Director including the Managing Director or
Joint Managing Director or whole time Director or executive Director whether contained in his
original appointment or which purports to increase or has the effect of increasing whether
directly or indirectly the amount of such remuneration and whether that provisions are
contained in the articles or in any agreement entered into by the Board of Directors shall be
subject to the provisions of Section 196, 197 and 203 of the Act and in accordance with the
conditions specified in Schedule V and to the extent to which such appointment or any
provisions for remuneration thereof is not in accordance with the Schedule V, the same shall
not have any effect unless approved by the Central Government and shall be effective for such
period and be subject to such conditions as may be stipulated by the Central Government and
to the extent to which the same is not approved by the Central Government, the same shall
become void and not enforceable against the Company.
Director Not to Act when Number Falls Below Minimum
174. When the number of Directors in Office falls below the minimum fixed above, the Directors,
shall not act except in emergencies or for the purposes of filling up vacancies or for
summoning a general meeting of the Company and so long as the number is below the
minimum they may so act notwithstanding the absence of the necessary quorum.
Eligibility
175. A person shall not be capable of being appointed a Director if he has the disqualifications
referred to in Section 164 of the Act.
Directors Vacating Office
176. (a) The office of a Director shall be vacated if:
(i) he is found to be of unsound mind by a Court of competent jurisdiction;
(ii) he has applied to be adjudicated as an insolvent;
(iii) he is an undischarged insolvent;
(iv) he is convicted by a Court, of any offence involving moral turpitude or otherwise and
sentenced in respect thereof to imprisonment for not less than six months and a period of
five years has not elapsed from the expiry of the sentence; Provided that if a person has
been convicted of any offence and sentenced in respect thereof to imprisonment for a
period of seven years or more, he shall not be eligible to be appointed as a director in any
company;
(v) an order disqualifying him for appointment as a director has been passed by a court or
Tribunal and the order is in force;
(vi) 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 unless the Central Government by Notification in the Official Gazette removes the
disqualification incurred by such failure;
(vii) he has been convicted of the offence dealing with related party transactions under Section
188 of the Act at any time during the last preceding five Years;
(viii) he has not complied with sub-Section (3) of Section 152 of the Act;
(ix) he absents himself from all the meetings of the Board of Directors held during a period of
twelve months with or without seeking leave of absence of the Board;
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(x) he is removed in pursuance of Section 169 of Act;
(xi) having been appointed a Director by virtue of his holding any office or other employment
in the Company, he ceases to hold such office or other employment in the Company;
(xii) he acts in contravention of the provisions of Section 184 of the Act relating to entering
into contracts or arrangements in which he is directly or indirectly interested;
(xiii) he fails to disclose his interest in any contract or arrangement in which he is directly or
indirectly interested, in contravention of the provisions of section 184.
(b) Resignation of Directors
A Director who holds office or other employment in the company shall, when he resigns his
office, provide a notice in writing to the company.
Removal of Directors
177. (a) The Company may (subject to the provisions of Section 169 and other applicable provisions of
the Act and these Articles) remove any director other than ex-officio directors or Special
Directors or Debenture Directors or a Nominee Director or a director appointed by the Central
Government in pursuance of Section 242 of the Act, before the expiry of his period of office.
(b) Special notice as provided by Section 115 of the Act shall be required of any resolution to remove
a Director under this Article or to appoint some other person in place of a Director so removed
at the meeting at which he is removed.
(c) On receipt of notice of a resolution to remove a Director under this Article, the Company shall
forthwith send a copy thereof to the Director concerned and the Director (whether or not he is a
member of the Company) shall be entitled to be heard on the resolution at the meeting.
(d) Whether notice is given of a resolution to remove a Director under this Article and the Director
concerned makes with respect thereto representations in writing to the Company (not exceeding
a reasonable length) and requests their notification to members of the Company, the Company
shall unless the representations are received by it too late for it do so:
(i) In the notice of the resolution given to members of the Company state the fact of
representations having been made, and
(ii) send a copy of the representation to every member of the Company whom notice of the
meeting is sent (whether before or after receipt of the representations by the company),
and if a copy of representations, is not sent as aforesaid because they were received too
late or because of the company’s default, the Director may (without prejudice to his right
to be provided orally) require that the representations be read out at the meeting,
provided that copies of the representations need not be sent or read out at the meeting if
so directed by the Court.
(e) A vacancy created by the removal of a Director under this Article may, if he had been appointed
by the Company in general meeting or by the Board in pursuance of Section 161 of the Act be
filled by the appointment of another Director in his stead by the meeting at which he is removed,
provided special notice of the intended appointment has been under clause (b) hereof. A Director
so appointed shall hold office until the date up to which his predecessor would have held office
if he had not been removed as aforesaid.
(f) if the vacancy is not filled under clause (e) above it may be filled as a casual vacancy in
accordance with the provisions, in so far as they may be applicable, of Section 161 of the Act,
and all the provisions of that Section shall apply accordingly;
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(g) Nothing contained in this Article shall be taken:
(i) as depriving a person removed there under of any compensation or damages payable to
him in respect of the termination of his appointment as Director or of any appointment
terminating with that as director; or
(ii) as derogating from any power to remove a Director which may exist apart from this
Article.
(h) The Company shall take steps to fill the vacancy caused by the resignation/removal of an
independent director by replacing such independent director with a new independent director
within three months of the occurrence of such vacancy or at the immediate next meeting of the
of the Board, whichever is later or as may otherwise be prescribed by the Listing Regulations.
Directors may Contract with Company
178. Subject to the restrictions imposed by these Articles and by Section 179, 180, 185, 186, 188,
189, 196 and any other provisions of the Act, no Director, Managing Director, or other officer
or employee of the Company shall be disqualified from holding his office by contracting with
the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any such contract
or arrangement entered into by or on behalf of the Company in which any Director, managing
director, Joint Managing Director, Executive Director other officer or employee shall be in any
way interested, be avoided, nor shall be Director, Managing Director or any officer or employee
so contracting or being so interested be liable to account to the Company for any profit realized
by any such contract or arrangement by reason only of such Director, officer or employee
holding that office or of the fiduciary relation thereby established, but the nature of his or their
interest must be disclosed by him or them in accordance with provisions or Section 184 of the
Act where that section be applicable.
Disclosure of Directors’ Interest
179. (1) Every Director of the Company who is in any way, whether directly or indirectly, concerned or
interested in a contract or arrangement, or proposed contract or arrangement, entered into or to
be entered into, by or on behalf of the Company, shall disclose the nature of his concern of
interest at a meeting of the Board of Directors, in the manner provided in Section 184 of the Act.
(2) (a) In the case of proposed contract or arrangement, the disclosure required to be made by a
Director under clause (1) shall be made at the meeting of the Board at which the question
of entering into the contract or arrangement is first taken into consideration, or if the
Director was not, at the date of that meeting, concerned or interested in the proposed
contract or arrangement, at the first meeting of the Board held after he be so concerned or
interested.
(b) In case of any other contract or arrangement, the required disclosure shall be made at the
first meeting of the Board held after the Director becomes concerned or interested in the
contract or arrangement.
(3) Nothing in this Article shall apply to any contract or arrangement entered into or to be entered
into between the Company and any other company where any one or two or more of Directors
together holds or hold not more than two percent of the paid up share capital in other company.
Board Resolution necessary for Certain Contracts
180. (1) Except with the consent of the Board of Directors of the Company and of the Shareholders as
applicable, in terms of the provisions of Section 188, of the Act and the Companies (Meetings
of Board and its Powers) Rules, 2014, the Company, shall not enter into any contract with a
Related Party
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a. for the sale, purchase or supply of any goods, materials or services; or
b. selling or otherwise disposing of, or buying, property of any kind;
c. leasing of property of any kind;
d. availing or rendering of any services;
e. appointment of any agent for purchase or sale of goods, materials, services or property;
f. such Related Party's appointment to any office or place of profit in the Company, its
subsidiary company or associate company;
g. underwriting the subscription of any securities or derivatives thereof, of the Company:
(2) Nothing contained in clause (1) shall affect any transactions entered into by the Company in its
ordinary course of business other than transactions which are not on an arm’s length basis or
affect transactions entered into between the Company and its wholly owned subsidiaries whose
accounts are consolidated with the Company and placed before the Shareholders at a
Shareholders Meeting for approval
(3) Notwithstanding anything contained in clauses (1) and (2) a Related Party may, in circumstances
of urgent necessity enter, without obtaining the consent of the Board or the approval of
shareholders of the Company as required under the Act, into any contract with the Company; but
in such a case the consent of the Board or the approval of shareholders of the Company as
required under the Act as the case may be, shall be obtained at a meeting within three months of
the date of which the contract was entered into or such other period as may be prescribed under
the Act.
(4) Every consent of the Board required under this Article shall be accorded by a resolution of the
Board and the consent required under Clause (1) shall not be deemed to have been given within
the meaning of that clause unless the consent is accorded before the contract is entered into or
within three months of the date on which it was entered into or such other period as may be
prescribed under the Act.
(5) If the consent is not accorded to any contract under this Article anything done in pursuance of
the contract will be avoidable at the option of the Board.
(6) The audit committee of the Board may provide for an omnibus approval for related party
transactions proposed to be entered into by the Company subject to such conditions as may be
prescribed by Applicable Law.
Disclosure to the Members of Appointment of Manager, Whole-Time Directors, Managing
Director or Secretaries and Treasures
181. (a) The company shall keep a copy of contract of service with managing or whole–time director in
writing. Where the contract is not in writing, a written memorandum setting out terms of contract
shall be kept.
(b) The copies of the contract or the memorandum shall be open to inspection by any member of
the company without payment of fee.
Loans to Director etc.
182. (a) Save as otherwise provided in the Act, the Company shall not, directly or indirectly, advance
any loan, including any loan represented by a book debt to, or give any guarantee or provide any
security in connection with any loan taken by, -
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(a) any director of company, or of a company which is its holding company or any partner or
relative of any such director; or
(b) any firm in which any such director or relative is a partner
(b) The Company may advance any loan including any loan represented by a book debt, or give any
guarantee or provide any security in connection with any loan taken by any person in whom any
of the director of the Company is interested, subject to the condition that—
(i) a special resolution is passed by the company in general meeting:
Provided that the explanatory statement to the notice for the relevant general meeting
shall disclose the full particulars of the loans given, or guarantee given or security
provided and the purpose for which the loan or guarantee or security is proposed to be
utilised by the recipient of the loan or guarantee or security and any other relevant fact;
and
(ii) the loans are utilised by the borrowing company for its principal business activities
(c) However, nothing contained in this Article 161 (a) and (b) shall apply to -
(a) giving of any loan to the managing or whole-time director—
(i) as a part of the conditions of service extended by the company to all its employees; or
(ii) pursuant to any scheme approved by the members by a special resolution; or
(b) in the ordinary course of its business provide loans or gives guarantees or securities for the
due repayment of any loan and in respect of such loans an interest is charged at a rate not less
than the rate of prevailing yield of one year, three years, five years or ten years Government
security closest to the tenor of the loan.
(c) any loan made by the Company to its wholly owned subsidiary company or any guarantee
given or security provided by the Company in respect of any loan made to its wholly owned
subsidiary company; and
(d) any guarantee given or security provided by the Company in respect of loan made by any
bank or financial institution to its subsidiary company.
Provided that the loans made under clauses (c) and (d) are utilised by the subsidiary company
for its principal business activities
Loans to Companies
183. The Company shall observe the restrictions imposed on the Company in regard to making any
loans, giving any guarantee or providing any security directly or indirectly to the Companies or
bodies corporate as provided in Section 186 of the Act, exceeding sixty per cent. of its paid-up
share capital, free reserves and securities premium account or one hundred per cent. of its free
reserves and securities premium account, whichever is more.
Interested Director not to Participate or vote in Board’s Proceedings
184. No Director of the Company shall as a Director take any part in the discussion of or vote on any
contract or arrangement entered into, or to be entered into, by or on behalf of the Company, if
he is in any way whether directly or indirectly concerned, or interested in such contract or
arrangement nor shall his presence count for the purpose of forming a quorum at the time of any
such discussion or vote and if he does vote on any contract of indemnity against any loss which
it or any one of more of its number may suffer by reason of becoming or being sureties or surety
for the Company. Nothing in this Article shall apply to any contract or arrangement entered into
or to be entered into between two companies where any of the directors of one company or two
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or more of them together holds or hold not more than two percent of the paid up share capital of
the other company
This Article is subject to the provisions of Section 184 of the Act.
Register of Contracts in which Directors are interested
185. The Company shall keep one or more Registers in which it shall be entered separately particulars
of all contracts and arrangements to which Sections 184 and 188 of the Act apply.
ROTATION AND APPOINTMENT OF DIRECTORS
Director may be Director of Companies Promoted by the Company
186. A Director may be or become a Director of any Company or which it may be interested as a
vendor, shareholder, or otherwise and no such Director shall be accountable for any benefits
received as Director or shareholder of such Company except in so far as Section 197) or Section
188 of the Act may be applicable.
Subject to provisions of Section 152 of the Act, not less than two thirds of the total number of
Directors shall:
(a) be persons whose period of office is liable to determination by retirement of Directors by
rotation, and
(b) save as otherwise expressly provided in the Act, be appointed by the Company in general
meeting.
The remaining Directors shall, in default of and subject to any regulations in the Articles of the
Company, also be appointed by the Company, in general meeting.
Ascertainment of Directors Retiring by Rotation and Filling up Vacancy
187. (a) At every Annual General Meeting one-third of such directors for the time being as are liable to
retire by rotation, or if their number is not three or multiple of three, then the number nearer to
one-third, shall retire from office.
The Debenture Directors, Corporate Directors, Special Directors, Independent Directors, and
Managing Director if any, shall not be subject to retirement under this Article and shall not be
taken into account in determining the number of Directors to retire by rotation. Thus, Whole
time Directors shall be liable to retire by rotation. In these Articles a “Retiring Director” means
a Director retiring by rotation.
(b) The Directors to retire by rotation at every Annual General Meeting shall be those who have
been longest in office since their last appointment, but as between persons who became Directors
on the same day, those who are to retire shall, in default of and subject to any agreement amongst
themselves, be determined by lot. A Retiring Director shall be eligible for re-election.
(c) At the Annual General Meeting at which a Director retires as aforesaid, the Company may fill
up the vacancy by appointing the retiring Director or some other person thereto.
(d) I. if the place of the retiring Director is not so filled up and that meeting has not expressly
resolved not to fill 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 national holiday, at the same time and place.
II. if at the adjourned meeting also, the place of the retiring Director is not filled up and that
the meeting also has not expressly resolved not to fill the vacancy, the retiring Director
shall be deemed to have been re-appointed at the adjourned meeting, unless-
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III. At that meeting or at the previous meeting a resolution for the reappointment of such
Director has been put to the meeting and lost;
(a) The retiring Director has, by a notice in writing addressed to the Company or its Board
of Directors, expressed his unwillingness to be so reappointed;
(b) He is not qualified or is disqualified for appointment;
(c) A resolution, whether special or ordinary, is required for his appointment or re-
appointment in virtue of any provisions of the Act, or
(d) The proviso to Section 162 of the Act is applicable to the case.
Consent of Candidates for Directorship to be Filed with the Registrar
188. Every person who is proposed as a candidature for the office of Director of the Company shall
sign and file with the Company and with the Registrar, his consent in writing to act as a Director,
if appointed, in accordance with the provisions of Section 152 of the Act in so far as they may
be applicable.
Company may Increase or Reduce the Number of Directors or Remove any Director
189. Subject to the provisions of Sections 149, 151 and 152 of the Act, and these Articles the
Company may, by special resolution, from time to time, increase or reduce the number of
Directors and may prescribe or alter qualifications.
Appointment of Directors to be Voted individually.
190. (1) No motion at any general meeting of the Company shall be made for the appointment of two or
more persons as Directors of the Company by a single resolution unless a resolution that it shall
be so made has been first agreed to by the meeting without any vote being given against it.
(2) A resolution moved in contravention of clause (1) hereof shall be void, whether or not objection
was taken at the time of its being so moved, provided that for the automatic re-appointment of
retiring Director in default of another appointment as hereinabove provided shall apply.
(3) For the purpose of this Article, a motion for approving a person’s appointment, or for nominating
a person for appointment, shall be treated as a motion for his appointment.
Notice of Candidature for Office of Directors Except in Certain Cases
191. (1) No person, not being a retiring Director, shall be eligible for election to the office of Director at
any general meeting unless he or some other member intending to propose him has, at least
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 a Director or the intention of such member to
propose him as a Director for office as the case may be along with a deposit of One lakh Rupees
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 twenty-five per cent of total votes
cast.
Provided that requirements of deposit of amount shall not apply in case of appointment of an
Independent Director or a director recommended by the Nomination and Remuneration
Committee, if any, constituted under sub-section (1) of Section 178 of the Act.
(2) The Company shall inform its members of the candidature of the person for the office of Director
or the intention of a member to propose such person as a candidate for that office by serving
individual notices on the members not less than seven days before the meeting. Provided that it
shall not be necessary for the Company to serve individual notices on the members as aforesaid
if the Company advertises such candidature or intention not less than seven days before the
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meeting in at least two newspapers circulating in the place where the Registered Office of the
Company is located, of which one is published in the English language and the other in the
regional language of that place.
(3) Every person (other than a Director retiring by rotation or otherwise or a person who has left at
the office of the Company a notice under Section 160 of the Act signifying his candidature for
the office of a Director) proposed as a candidate for the office of a Director shall sign and file
with the Company his consent in writing to act as a Director if appointed.
(4) A person, other than-
a. a Director, re-appointed after retirement by rotation or immediately on the expiry of his
term of office, or
b. an additional or alternate Director or a person filling a casual vacancy in the office of a
Director under Section 160 of the Act, appointed as a Director or re-appointed as an
additional or alternate Director immediately on the expiry of term of office shall not act as
a Director of the Company unless he has within thirty days of his appointment signed and
filed with the Registrar his consent in writing to act as such Director
Register of directors and Notification of Change to Registrar
192. (1) The Company shall keep at its Registered Office a Register containing the particulars of its
Directors and key managerial personnel and other persons mentioned in Section 170 of the Act
which shall include the detail of securities held by each of them in the Company or its holding,
subsidiary of Company’s holding company or company and shall send to the Registrar a Return
containing the particulars specified in such Register and shall otherwise comply with the
provisions of the said Section in all respects.
(2) Such Register shall be kept open for inspection by any member or debenture holder to the
Company as required by section 171 of the Act.
Disclosure by Director of Appointment to any other Body Corporate
193. Every Director (including a person deemed to be a Director of the Company Managing Director,
Key Managerial Personnel, Manager or Secretary of the Company who is appointed to or
relinquishes office of Director, Managing Director, Manager or Secretary of any other body
corporate shall within thirty days of his appointment to, or as the case may be, relinquishment
of such office disclose to the Company the particulars relating to the office in the other body
corporate which are required to be specified under Section 170 of the Act.
Disclosure by Directors of their Holdings of Shares and Debentures of the Company.
194. Every director and every person deemed to be a Director of the Company shall give notice to the
Company of such matters relating to himself as may be necessary for the purpose of enabling
the Company to comply with the provisions of that Section. Any such notice shall be given in
writing and if it is not given at a meeting of the Board the person giving the notice shall take all
reasonable steps to secure that it is brought up and read at the first meeting of the Board after it
is given.
Meeting of Directors
195. (a) The Directors may meet together as a Board for transaction of business from time to time and
shall so meet at least four times in every year in such manner that not more than one hundred
and twenty days shall intervene between two consecutive meetings of the Board and they may
adjourn and otherwise regulate their meetings and proceedings as they deem fit. The quorum
for a Board meeting shall be as provided in the Act. The provisions of this Article shall not be
deemed to be contravened merely by reason of the fact that meeting of the Board, which had
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been called in compliance with the terms herein mentioned, could not be held for want of
quorum.
(b) The participation of directors in a meeting of the Board may be either in person or through video
conferencing or other audio visual means, as may be prescribed, which are capable of recording
and recognizing the participation of the directors and of recording and storing the proceedings
of such meetings along with date and time:
Provided that the Central Government may, by notification, specify such matters which shall not
be dealt with in a meeting through video conferencing or other audio visual means.
Provided further that where there is quorum in a meeting through physical presence of directors,
any other director may participate through video conferencing or other audio visual means in
such meeting on any matter specified under the aforementioned proviso.
(c) Every director present at any meeting of the Board of Directors or a committee there of shall
sign his name in a book to be kept for that purpose, to show his attendance there at
When Meeting to be Convened
196. Any Director of the Company may and the Manager or Secretary on the requisition of a Director
shall, at any time, summon a meeting of the Board.
Directors Entitled to Notice
197. At least 7 (seven) Days’ written notice shall be given in writing to every Director by hand
delivery or by speed-post or by registered post or by facsimile or by email or by any other
electronic means, either (i) in writing, or (ii) by fax, e-mail or other approved electronic
communication, receipt of which shall be confirmed in writing as soon as is reasonably
practicable, to each Director, setting out the agenda for the meeting in reasonable detail and
attaching the relevant papers to be discussed at the meeting and all available data and information
relating to matters to be discussed at the meeting except as otherwise agreed in writing by all the
Directors.
Appointment of Chairman
198. The Board may elect a Chairman of its meetings and determine the period for which he is to hold
office. If no such Chairman is elected, or if at any meeting the Chairman is not present within
fifteen minutes after the time appointed for holding the meeting, or if he is unwilling to act as
Chairman of the Meeting, or if no Director has been so designated, the directors present may
choose one of their number to be the Chairman of the meeting.
Board may Appoint Managing Director
199. (a) Pursuant to Section 203 of the Act, the Managing Director of the Company shall be appointed
by means of a resolution of the Board containing the terms and conditions of the appointment
including the remuneration.
(b) Any Managing Director or/s or whole time Director/s so appointed shall not be required to hold
any qualification shares.
(c) Subject to the provisions of Sections 196, 197, and 203 of the Act and also subject to the
limitations, conditions and provisions of Schedule V to the Act, the appointment and payment
of remuneration to the above Director/s shall be subject to approval of the members in general
meeting and of the Central Government, if required.
(d) Subject to the superintendence, control and direction of the Board, the day to day management
of the Company shall be vested with the Managing Director/s or Whole-time Director/s Manager,
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if any, with Power to the Board to distribute such day to day management functions in any
manner as deemed fit by the Board subject to the provisions of the Act and these Articles.
Meeting of Committee, how to be Governed
200. (a) The meetings and proceedings of any such Committee of the Board consisting of two or more
members shall be governed by the provisions herein contained for regulating the meeting and
proceedings of the Directors, so far as the same are applicable thereto and are not superseded by
any regulations made by the Directors.
(b) A committee may elect a Chairperson of its meetings. If no such Chairperson is elected, or if at
any meeting the Chairperson is not present within five minutes after the time appointed for
holding the meeting, the members present may choose one of their members to be chairperson
of the meeting.
Resolution by Circular
201. No Resolution by circular shall be deemed to have been duly passed by the Board or by a
Committee thereof by circulation unless such Resolution has been circulated in draft form,
together with necessary papers, if any, to all the Directors, or to all the members for the
Committee, as the case may be, at the respective addresses registered with the Company or
through such electronic means as may be provided under the Companies (Meetings of Board and
its Powers) Rules, 2014 and has been approved by majority of Directors or members, who are
entitled to vote on the resolution and has been approved by the majority of the Directors or
Members of the Committee or by a majority of such of them as are entitled to vote on the
Resolution. However, in case one-third of the total number of Directors for the time being require
that any resolution under circulation must be decided at a meeting, the chairperson shall put the
resolution to be decided at a meeting of the Board. A resolution by circular shall be noted at a
subsequent meeting of the Board or the Committee thereof, as the case may be, and made part
of the minutes of such meeting.
Directors May Appoint Committees
202. The Board shall constitute such committees as may be required under the Act, applicable
provisions of Law and the Listing Regulations. Subject to the restrictions contained in Section
179 of the Act, the Board may delegate any of their powers to Committees of the Board
consisting of two or more members of its body as it thinks fit and it may from time to time revoke
and discharge any such committee of the Board either wholly or in part and either as to persons
or purposes. A director shall not be a member of more than ten committees or act as a chairperson
of more than five committees across all listed entities in which he is a director as determined by
the Listing Regulations. The Chairman shall have a casting vote at committee meetings and the
Board may from time to time, revoke and discharge such Committee of the Board either wholly
or in part and either as to persons or purposes, but every Committee of the Board so formed shall
in the exercise of the powers so delegated conform to any regulations that may, from time to
time, be imposed on it by the Board. All acts done by any such committee of the Board in
conformity with such regulations and in fulfillment of the purposes of its appointment but not
otherwise, shall have the like force and effect as if done by the Board.
Acts of Board or Committee Valid Notwithstanding Defect of Appointment
203. Every Committee of the Board so formed shall, in the exercise of the powers so delegated,
conform to any regulations that may from time to time be imposed on it by the Board. All acts
done by any such Committee of the Board in conformity with such regulations and in fulfilment
of the purposes of their appointment but not otherwise, shall have the like force and effect as if
done by the Board. All acts done by any meeting of the Directors or by a Committee of Directors,
or by any person acting as a Director, shall notwithstanding that it shall afterwards be discovered
that there was some defect in the appointment of such Directors or persons acting as aforesaid,
or they or any of them were or was disqualified or that their or his appointment had terminated
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by virtue of any provisions contained in the Articles or the Act, be as valid as if every such
person has been duly appointed and was qualified to be a Director.
POWER OF DIRECTORS
Certain Powers to be Exercised by the Board
204. (a) Without derogating from the powers vested in the Board of Directors under these Articles, the
Board shall exercise the following powers on behalf of the Company and they shall do so only
by means of resolutions passed at meetings of the Board –
(i) to make calls on shareholders in respect of money unpaid on their shares;
(ii) to authorize buy-back of securities under Section 68 of the Act;
(iii) to issue securities, including debentures, whether in or outside India;
(iv) to borrow monies;
(v) to invest the funds of the Company;
(vi) to grant loans or give guarantee or provide security in respect of loans;
(vii) to approve financial statement and the Board’s report;
(viii) to diversify the business of the Company;
(ix) to approve amalgamation, merger or reconstruction;
(x) to take over a company or acquire a controlling or substantial stake in another company;
(xi) to make political contributions;
(xii) to appoint or remove key managerial personnel (KMP);
(xiii) to appoint internal auditors and secretarial auditor;
(xiv) such other business as may be prescribed by the Act and rules made thereunder
Provided that the Board may by resolution passed at the meeting, delegate to any Committee of
Directors, the Managing Director, the Manager or any other principal officer of the Company or
in the case of a branch office of the Company, a principal officer of the branch office, the powers
specified in sub-clauses (iv) to (vi) to the extent specified in clauses (b), (c) and (d) respectively
on such conditions as the Board may prescribe.
(b) Every resolution delegating the power referred to sub-clause (iv) of clause (a) shall specify the
total amount outstanding at any one time up to which moneys may be borrowed by the delegate,
(c) Every resolution delegating the power referred to in sub-clause (v) of clause (a) shall specify the
total amount up to which the funds of the Company may be invested and the nature of the
investments which may be made by the delegate.
(d) Every resolution delegating the power referred to in sub-clause (vi) of clause (a) shall specify
the total amount up to which loans may be made by the delegates, the purpose for which the
loans may be made and the maximum amount up to which loans may be made for each such
purpose in individual case.
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(e) Nothing in this article contained shall be deemed to affect the right of the Company in general
meeting to impose restrictions and conditions on the exercise by the Board of any of the powers
referred to in sub-clauses (i) to (x) of clause (a) above.
Restriction on Powers of Board
205. (a) The Board of Directors of the Company shall not except with the consent of the Company in
general meeting:
(i) sell, lease or otherwise dispose of the whole, or substantially the whole, of the
undertaking of the Company, or where the Company more than one undertaking of the
whole or substantially the whole of any such undertaking;
(ii) invest, otherwise than in trust securities, the amount of compensation received by it as a
result of any merger or amalgamation;
(iii) borrow moneys, where the money to be borrowed, together with moneys already
borrowed by the Company (apart from the temporary loans obtained from the Company’s
bankers in the ordinary course of business) will exceed the aggregate of its paid-up share
capital, free reserves and securities premium, apart from temporary loans obtained from
the Company’s bankers in the ordinary course of business; or
(iv) remit, or give time for the repayment of, any debt due from a director;
(v) contribute to charitable and other funds not directly relating to the business of the
Company or the welfare of its employees any amount, the aggregate of which in any
financial year, exceed five percent of its average net profits as determined in accordance
with the provisions of Section 198 of the Act during the three financial years,
immediately preceding, whichever is greater.
(b) Nothing contained in sub-clause (a) above shall affect:
(i) the title of a buyer or other person who buys or takes a lease of any property, investment
or undertaking as is referred to in that clause in good faith and after exercising due care
and caution, or
(ii) the selling or leasing of any property of the Company where the ordinary business of the
Company consists of, comprises such selling or leasing.
((ci)) Any resolution passed by the Company permitting any transaction such as is referred to in
sub-clause (a) (i) above, may attach such conditions to the permission as may be specified
in the resolution, including conditions regarding the use, disposal or investment of the sale
proceeds which may result from the transaction. Provided that this clause shall not be
deemed to authorize the Company to effect any reduction in its capital except in
accordance with the provisions contained in that behalf in the Act.
(d) No debt incurred by the Company in exercise of the limit imposed by sub-clause (iii) of clause
(a) above, shall be valid or effectual, unless the lender proves that he advanced the loan in good
faith and without knowledge that the limit imposed by that clause had been exceeded.
(e) Due regard and compliance shall be observed in regard to matters dealt with by or in the
Explanation contained in sub-section (1) Section 180 of the Act and in regard to the limitations
on the power of the Company contained in Section 181 of the Act.
206. Directors May Appoint Committees
Subject to the restrictions contained in Section 179 of the Act, the Board may delegate any of
their powers to Committees of the Board consisting of two or more members of its body as it
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thinks fit. A director shall not be a member of more than ten committees or act as a chairperson
of more than five committees across all listed entities in which he is a director as determined by
the Listing Regulations. The Chairman shall have a casting vote at committee meetings and the
Board may from time to time, revoke and discharge such Committee of the Board either wholly
or in part and either as to persons or purposes, but every Committee of the Board so formed shall
in the exercise of the powers so delegated conform to any regulations that may, from time to
time, be imposed on it by the Board. All acts done by any such committee of the Board in
conformity with such regulations and in fulfilment of the purposes of its appointment but not
otherwise, shall have the like force and effect as if done by the Board.
207. Acts of Board or Committee Valid Notwithstanding Defect of Appointment
All acts done by any meeting of the Directors or by a Committee of Directors, or by any person
acting as a Director, shall notwithstanding that it shall afterwards be discovered that there was
some defect in the appointment of such Directors or persons acting as aforesaid, or they or any
of them were or was disqualified or that their or his appointment had terminated by virtue of any
provisions contained in the Articles or the Act, be as valid as if every such person has been duly
appointed and was qualified to be a Director.
General Powers of the Company Vested in Directors
208. Subject to the provisions of the Act, the management of the business of the Company shall be
vested in the Directors and the Directors may exercise all such powers and do all such acts and
things as the Company is by the Memorandum of Association or otherwise authorized to exercise
and do and not hereby or by the stature or otherwise directed or required to be exercise or done
by the Company in General Meeting, but subject nevertheless to the provisions of the Act and
other and act and of the Memorandum of Association and these articles and to any regulations,
but being inconsistent with the Memorandum of Association and these articles or the Act, from
time to time made by the Company in general meeting provided that no such regulation shall
invalidate any prior act of the Directors which would have been valid if such regulation had not
been made.
Specific Powers Given to Directors
209. Without prejudice to the general powers conferred by Article 187 and the other powers conferred
by these presents and so as not in way to limit any or all of these powers, but subject however to
provisions of the Act, it is hereby expressly declared that the Directors shall have following
powers.
To pay Registration Expenses
(i) To pay the costs, charges and expenses preliminary and incidental to the promotion, formation
establishment and registration of the Company;
(ii) To pay and charge to the capital account of the Company any interest lawfully payable thereon
under the provisions of Section 40 of the Act;
To Acquire Property
(iii) Subject to the provisions of the Act and these articles to purchase or otherwise acquire any lands,
buildings, machinery, premises, hereditaments, property effects, assets, rights, credits, royalties,
bounties and goodwill of any person, or Company carrying on the business which this company
is authorized to carry on, at or for such price or consideration and generally on such terms and
conditions as they may think fit; and in any such purchase or acquisition to accept such title as
the Board may deliver or may be advised to be reasonably satisfactory.
To Purchase Lands, Buildings, Etc.
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(iv) Subject to the provisions of the Act to purchase, or take on lease for any term or terms of years,
or otherwise acquire any mills or factories or any land or lands, with or without buildings and
outhouses thereon, situate in any part of India, at such price or rent and under and subject to such
terms and conditions as the Directors may think fit; and in any such purchase, lease or other
acquisition to accept such title as the Directors may believe or may be advised to be reasonably
satisfactory;
To Construct Buildings
(v) To effect, construct, enlarge, improve, alter, maintain, pull down rebuild or reconstruct any
buildings, factories, offices, workshops or other structures, necessary or convenient for the
purpose of the Company and to acquire lands for the purposes of the Company.
To Mortgage, Charge Property
(vi) To let, mortgage, charge, sell or otherwise dispose of subject to the provisions of Section 180 of
the Act, any property of the Company either absolutely or conditionally and in such manner and
upon such terms and conditions in all respects as they think fit and to accept payment or
satisfaction for the same in cash or otherwise, as they may think fit.
To Pay for Property Etc.
(vii) At their discretion to pay for any property, rights or privileges acquired by or services rendered
to the Company, either wholly or partially, in cash or in shares, bonds, debentures, debenture-
stocks or other securities of the Company, and any such shares stock of 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 thereon as may be agreed upon; and any such bonds, debentures, debenture-stock or
other securities may be either specifically charged upon all or any part of the property of the
Company and its uncalled capital or not so charged;
To Insure
(viii) To insure and keep insured against loss or damage by fire or otherwise, for such period and to
such extent as they may think proper, all or any part of the building, machinery, goods, store,
produce and other movable property of the Company either separately or co-jointly; also to
insure all or any portion of the goods, produce machinery and other articles imported or exported
by the Company and to sell, assign, surrender or discontinue any policies of assurance effected
in pursuance of this power;
To Open Accounts
(ix) Subject to Section 179 of the Act, open accounts with any bank or bankers or with any Company,
firm or individual and to pay money into and draw money from any account from time to time
as the Directors may think fit;
To Secure Contracts
(x) To secure the fulfillments of any contracts of engagements entered into by the Company by
mortgage or charge of all or any of the properties of the Company and its unpaid capital for the
time being or in such other manner as they may think fit;
To Attach to Shares such Conditions
(xi) To attach to any shares to be issued as the consideration for any contract with or property
acquired by the Company, or in payment for services rendered to the Company, such conditions,
subject to the provisions of the Act, as to the transfer thereof as they may think fit;
To Accept, Surrender, of Shares
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(xii) To accept from any member on such terms and conditions as shall be agreed, a surrender of his
shares or any part thereof subject to the provisions of the Act;
To appoint Attorney
(xiii) To appoint any person or persons (whether incorporated or not), to accept and hold in trust for
the Company any property belonging to the Company or in which it is interested for any other
purposes and to execute and do all such deeds and things as may be requisite in relation to any
such trusts and to provide for the remuneration of such trustee or trustees;
To Bring and Defend Actions
(xiv) 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 subject to
the provisions of Section 180 of the Act to compound and allow time for payment or satisfaction
of any debts due, or of any claims or demands by or against the Company;
To Refer to Arbitration
(xv) To refer, subject to the provisions of Section 180 of the Act, any claims or demands by or against
the Company to arbitration and observe and perform the awards;
To Act on Insolvency Matters
(xvi) To act on behalf of the company in all matters relating to bankrupts and insolvents;
To Give Receipts
(xvii) To make and give receipts, release and other discharges for moneys payable to the Company and
for the claims and demands of the Company subject to the provisions of Section 180 of the Act;
To Authorize Acceptance
(xviii) To determine from time to time as to who shall be entitled to sign bills, notes, receipts,
acceptances, endorsements, cheques, dividend/interest warrants, release, contracts and
documents on the Company’s behalf;
To Invest Moneys
(xix) Subject to the provisions of Sections 179, 180 and 186 of the Act, to invest and deal with any of
the moneys of the Company, not immediately required for the purpose thereof, upon such shares,
securities, or investments (not being shares in this Company) and in such manner as they may
think fit, and from time to time to vary or release such investments;
To Provide for Personal Liabilities
(xx) To execute in the name and on behalf of the Company in favor of any Director or ot her 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 may think fit and any such
mortgage may contain a power of sale and such other powers, covenants’ and provisions as shall
be agreed on;
To Give to Directors Etc. An Interest in Business
(xxi) Subject to such sanction as may be necessary under the Act or the articles, to give to any Director,
Officer, or other persons employed by the Company, an interest in any particular business or
transaction either by way of commission on the gross expenditure thereon or otherwise or a share
in the general profits of the Company, and such interest, commission or share of profits shall be
treated as part of the working expenses of the Company.
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To Provide for Welfare of Employees
(xxii) To provide for the welfare of employees or ex-employees of the Company and their wives,
widows, families, defendants or connections of such persons by building or contributing to the
building of houses, dwelling, or chawls or by grants of money, pensions allowances, gratuities,
bonus or payments by creating and from time to time subscribing or contributing to payment by
creating and from time to time subscribing to provident and other funds, institutions, or trusts
and by providing or subscribing or contributing towards places of instruction and recreation,
hospitals and dispensaries, medical and other attendances and other assistance as the Directors
shall think fit;
To Subscribe to Charitable and Other Funds
(xxiii) To subscribe, or contribute or otherwise to assist or to guarantee money to charitable, benevolent,
religious, scientific, national, public or any other useful institutions, object or purposes for any
exhibition;
To Maintain Pension Funds
(xxiv) To establish and maintain or procure the establishment and maintenance of any contributory or
non-contributory pension or superannuation funds for the benefit of, and give or procure the
giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or
were at any time in the employment or services of the Company, or of any Company which is a
subsidiary of the Company or is allied to or associated with the Company or with any such
Subsidiary Company, or who are or were at any time Directors or Officers of the Company or of
any such other Company as aforesaid, and the wives, widows, families and dependents of any
such persons and, also to establish and subsidize and subscribe to any institutions, associations,
clubs or funds collected to be for the benefit of or to advance the interest and well-being of the
Company or of any such other Company as aforesaid, and make payments to or towards the
insurance of any such person as aforesaid and do any of the matters aforesaid, either alone or in
conjunction with any such other Company as aforesaid.
(xxv) To decide and allocate the expenditure on capital and revenue account either for the year or
period or spread over the years.
To Create Reserve Fund
(xxvi) Before recommending any dividend, to set aside out of profits of the Company such sums as
they may think proper for depreciation or to Depreciation Fund or Reserve Fund or Sinking Fund
or any other special fund to meet contingencies or to repay redeemable preference shares,
debentures, or debenture stock or for special dividends or for equalizing dividends or for
repairing, improving, extending and maintaining any part of the property of the Company, and
for such other purposes as the Directors may, in their absolute discretion, think conducive to the
interests of the Company and to invest the several sums so set aside or so much thereof as
required to be invested upon such investments (subject to the restrictions imposed by Section
179 and 180 and other provisions of the Act) as the directors may think fit, and from time to
time, to deal with and vary such investments and dispose of and apply and expend all or any part
thereof for the benefit of the Company in such manner and for such purposes as the Directors
(subject to such restrictions as aforesaid) in their absolute discretion think conducive to the
interests of the Company notwithstanding that the matters to which the Directors apply or upon
which the Capital moneys of the Company might rightly be applied or expended; and to divide
the Reserve Fund into such special funds as the Directors think fit, and to employ the assets
constituting all or any of the above funds, including the Depreciation Fund, in the business of
the Company or in repayment or redemption of redeemable preference shares, debentures or
debenture-stock and that without being bound to keep the same separate from other assets or to
pay interest on the same, with power, however to the Directors at their discretion, to pay or allow
to the credit of such fund interest at such rate as the Directors may think proper.
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To Appoint Officers Etc.
(xxvii) The Board shall have specific power to appoint officers, clerks and servants for permanent or
temporary or special services as the Board may from time to time think fit and to determine their
powers and duties and to fix their salaries and emoluments and to require securities in such
instances and of such amounts as the Board may think fit and to remove or suspend any such
officers, clerks and servants.
To Authorize by Power of Attorney
(xxviii) At any time and from time to time by power of attorney to appoint any person or persons to be
the Attorney or attorneys of the Company for such purposes and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the Directors under these
presents) and for such period and subject to the conditions as the Directors may from time to
time think fit and any such appointment (if the Directors may think fit) be made in favor of any
Company or the members, directors, nominees, or managers of any company or firm or otherwise
in favor of an fluctuating body or person whether nominated, directly or indirectly by the
Directors and any such power of attorney may contain any such powers for the protection or
convenience of persons dealing with such Attorneys as the Directors may think fit; and may
contain powers enabling any such delegates or Attorneys as aforesaid to sub-delegate all or any
of the powers, authorities, and discretions for the time being vested in them.
To Authorize, Delegate
(xxix) Subject to the provisions of the Act, generally and from time to time and at any time to authorize
empower or delegate to (with or without powers of sub-delegation) and Director, Officer or
Officers of Employee for the time for the time being of the Company and/or any other person,
firm or Company all or any of the powers authorities and discretions for the time being vested
in the Directors by these presents, subject to such restrictions and conditions, if any as the
Directors may think proper.
To Negotiate
(xxx) To enter into all such negotiations, contracts and rescind and/or vary all such contracts and to
execute and do all such acts, deeds, and things in the name and on behalf of the Company as they
may consider expedient for or in relation to any of the matters aforesaid or otherwise for the
purpose of the Company.
To make bye-laws
(xxxi) From time to time to make vary any legal bye-laws for the regulations of the business of the
Company, its officers and servants.
From time to time to make vary any legal bye-laws for the regulations of the business of the
Company, its officers and servants.
From time to time to make vary any legal bye-laws for the regulations of the business of the
Company, its officers and servants.
The Company shall provide the option to its shareholders to exercise their right to vote in
210.
meetings of the shareholders through electronic mode in accordance with Section 108 of the Act
and shall vote only once.
Secretary
211. Subject to the provisions of Section 203 of the Act, the Directors may, from time to time appoint
and, at their discretion remove any individual (hereinafter called `the Secretary’ who shall have
such qualifications as the authority under the Act may prescribe to perform any functions, which
by the Act or these Articles are to be performed, by the Secretary, and to execute any other purely
ministerial or administrative duties which may from time to time be assigned to the Secretary by
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the Directors. The Directors may also at any time appoint some persons (who need not be the
Secretary) to keep the registers required to be kept by the Company.
Seal
212. (I) The Board of Directors may provide a Common Seal for the purpose of the Company, shall have
power from time to time to destroy the same and substitute a new Seal in lieu thereof, and the
Board shall provide for its safe custody for the time being under such regulations as the Board
may prescribe.
(II) The Seal shall never be used except by the authority, of the Directors or a committee of the
Directors, previously given and every deed or other instrument to which a seal of the Company
is required to be affixed shall, unless the same is executed by a duly constituted attorney for the
Company or by an officer duly authorized in that behalf by resolution of the Board, be signed by
one Directors at least in whose presence the seal shall have been affixed, if any, provided
nevertheless that the certificate of shares issued by the Company shall be sealed and signed as
provided in the next following Article
Provided however that the certificates of shares shall be signed in the name manner as the
certificates of the shares required to be signed in conformity with the provisions of the
Companies (Share Capital and Debentures) Rules 2014 and their statutory modification for the
time being in force.
(III) The seal of the company shall not be affixed to any instrument except by the authority of a
resolution of the Board or of a committee of the Board authorized by it in that behalf, and except
in the presence of at least two directors and of the secretary or such other person as the Board
may appoint for the purpose; and those two directors and the secretary or other person aforesaid
shall sign every instrument to which the seal of the company is so affixed in their presence.
Dividends Out of Profits Only
213. (i) No Dividend shall be declared or paid by the Company for any financial year except out
of the profits of the Company for that year arrived at after providing for depreciation in
accordance with the provisions of the Act or out of the profits of the Company for any
previous financial year or years arrived at after providing for depreciation in accordance
with those provisions and remaining undistributed or out of both or out of money provided
by the Central Government or State Government for the payment of dividend in pursuance
of a Guarantee given by the Government and except after the transfer to the reserves of the
Company of such percentage out of the profits for that year not exceeding ten per cent as
may be prescribed or voluntarily such higher percentage in accordance with the rules as
may be made by the Central Government in that behalf. Provided that in computing
profits any amount representing unrealized gains, notional gains or revaluation of assets
and any change in carrying amount of an asset or of a liability on measurement of the asset
or the liability at fair value shall be excluded.
PROVIDED HOWEVER whether owing to inadequacy or absence of profits in any year, the
Company propose to declare out of the accumulated profits by the Company in previous years
and transferred by it to the free reserve, such declaration of dividend shall not be made except in
accordance with such rules as may be made by the Central Government in this behalf.
(ii) The depreciation shall be provided to the extent specified in Schedule II to the Act.
(iii) No dividend shall be payable except in cash, provided that nothing in this Article shall be
deemed to prohibit the capitalization of the profits or reserves of the Company for the
purpose of issuing fully paid up bonus shares or paying up any amount for the time being
unpaid on any shares held by members of the Company.
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(iv) The Company in general meeting may declare dividends, but no dividend shall exceed the
amount recommended by the Board.
(v) No dividend shall bear interest against the Company.
Interim Dividend
214. The Board of Directors may from time to time, pay to the members such interim dividends as
appears to it to be justified by the profits of the company in accordance with Section 123 of the
Act.
Debts May be Deducted
215. The Directors may retain any dividends on which the Company has a lien and may apply the
same in or towards the satisfaction of the debts, liabilities or engagements in respect of which
the lien exists.
Capital Paid Up in Advance and Interest Not to Earn Dividend
216. Where the capital is paid in advance of the calls upon the footing that the same shall carry
interest, such capital shall not whilst carrying interest, confer a right to dividend or to participate
in profits.
Dividends in Proportion to Amount Paid-Up
217. (a) Subject to the rights of the persons, if any, entitled to shares with special rights as to dividends,
all dividends shall be declared and paid according to the amounts paid or credited as paid on the
shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of
the shares in the Company, dividends may be declared and paid according to the amounts of the
shares.
(b) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes
of this Article as having been 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 of the period in respect of which the dividends is paid but
if any share is issued in terms providing that it shall rank for dividends as from a particular date
such share shall rank for dividend accordingly.
Right to Dividend, Right Shares and Bonus Shares to be held in Abeyance Pending
Registration of Transfer of Shares
218. Where any instrument of transfer of shares has been delivered to the Company for registration
and the transfer of such shares has not been registered by the Company, it shall notwithstanding
anything contained in any other provision of this Act, shall -
(a) transfer the dividend in relation to such shares to the special account referred to in Section
123 unless the Company is authorized by the registered holder of such shares in writing to
pay such dividend to the transferee specified in such instrument of transfer; and
(b) Keep in abeyance in relation to such shares any offer of rights shares under Section 62 and
any issue of fully paid-up bonus shares in pursuance of Section 123.
No Member to receive Dividend whilst indebted to the Company and the Company’s Right
of Reimbursement Thereof
219. No member shall be entitled to receive payment of any interest or dividend or bonus in respect
of his share or shares, while any money may be due or owing from him to the Company in respect
of such share or shares (or otherwise however, either alone or jointly with any other person or
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persons) and the Board of Directors may deduct from the interest or dividend payable to any
member all such sums of money so due from him to the Company.
Effect of Transfer of Shares
220. A transfer of shares does not pass the right to any dividend declared thereon before the
registration of the transfer.
Dividends How Remitted
221. The dividend payable in cash may be paid by cheque, direct credit to the beneficiaries’ bank
account or warrant sent through post direct to the registered address of the shareholder entitled
to the payment of the dividend or in case of joint holders to the registered address of that one of
the joint holders which is first named on the register of members or to such person and to such
address as the holder or the joint holder may in writing direct. The Company shall not be liable
or responsible for any cheque or warrant or pay-slip or receipt lost in transmission or for any
dividend lost, to the member of person entitled thereto by forged endorsement of any cheque or
warrant or the fraudulent recovery of the dividend by any other means.
Notice of Dividend
222. Notice of the declaration of any dividend whether interim or otherwise shall be given to the
registered holder of share in the manner herein provided.
Unpaid Dividend or Dividend Warrant Posted
223. (a) Where the Company has declared a dividend but which has not been paid or the dividend
warrant in respect thereof has not been posted within 30 days from the date of declaration
to any shareholder entitled to the payment of the dividend, the Company shall within 7
days from the date of expiry of the said period of 30 days, open a special account in the
name of the Company and transfer to the said Account, the total amount of dividend
which remains unpaid or in relation to which no dividend warrant has been posted.
(b) Any money transferred to the unpaid dividend account of the Company which remains
unpaid or unclaimed for a period of seven years from the date of such transfer, shall be
transferred by the Company to the Investor Education and Protection Fund maintained by
the Central Government under the Act. A claim to any money so transferred to the
general revenue account may be preferred to the Central Government by the shareholder
to whom the money is due.
(c) No unclaimed dividend shall be forfeited by the Board unless the claim becomes barred by
law.
Dividends and call together
224. (a) Any General Meeting declaring as dividend may on the recommendations of the Directors make
a call on the Members of such amount 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 members
be set off against the calls.
225. Waiver of Dividend
Notwithstanding anything contained in these Articles, but subject to the provisions of the
Companies Act, and all other applicable rules of the statutory authorities and the Rules framed
by the Board of Directors of the Company in this behalf as amended from time to time by the
Board, it shall be open for the Members of the Company who hold the equity shares in the
Company to waive/forgo in whole or in part of any dividend, his/their right to receive the
dividend (interim or final) by him/them for any financial year which may be declared or
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recommended respectively by the Board of Directors of the Company. The waiver/forgoing by
the Members, his/ their right to receive the dividend (interim or final) by him/them under this
Article shall be irrevocable immediately after the record date/book closure date fixed for
determining the names of Members entitled for dividend. The Company shall not be entitled to
declare or pay and shall not declare or pay dividend on equity shares to such Members who have
waived/forgone his/their right to receive the dividend (interim or final) by him/ them under this
Article. The waiver in whole or in part of any dividend on any share by any document (whether
or not under seal) shall be effective only if such document is signed by the member (or the person
entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to
the Company and if or to the extent that the same is accepted as such or acted upon by the Board.
CAPITALISATION
Capitalization
226. (a) Any general meeting may resolve that any amount standing to the credit of the Securities
Premium Account or the Capital Redemption Reserve Account or any moneys, investment or
other assets forming part of the undivided profits (including profits or surplus moneys arising
from the realization and where permitted by law, form 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 other fund of the Company or in the hands of the Company and available for dividend
may be capitalized. Any such amount (excepting the amount standing to the credit of the
Securities Premium Account and/or the Capital redemption Reserve Account) may be
capitalized:
The sum aforesaid shall not be paid in cash but shall be applied, either in or towards—
(i) paying up any amounts for the time being unpaid on any shares held by such
members respectively;
(ii) paying up in full, unissued shares of the company to be allotted and distributed,
credited as fully paid-up, to and amongst such members in the proportions aforesaid;
(iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause
(ii);
(iv) for the purchase of its own shares or other securities subject to the provisions of
Section 68 of the Act.
(v) A securities premium account and a capital redemption reserve account or any other
permissible reserve account may, for the purposes of this regulation, be applied in
the paying up of unissued shares to be issued to members of the company as fully
paid bonus shares;
(b) Such issue and distribution under Sub-clause (a) (i) above and such payment to the credit of
unpaid share capital sub-clause (a) (ii) above shall be made to, among and, in favor of the
members of any class of them or any of them entitled thereto and in accordance with their
respective rights and interests and in proportion to the amount of capital paid up on the shares
held by them respectively in respect of which such distribution under sub-clause (a) (ii) above
shall be made on the footing that such members become entitled thereto as capital;
(c) The Directors shall give effect to any such resolution and apply portion of the profits, General
Reserve Fund or any other fund or account as aforesaid as may be required for the purpose of
making payment in full for the shares, debentures or debenture-stock, bonds or other obligations
of the Company so distributed under sub-clause (a)(i) above or (as the case may be) for the
purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may
have been issued and are not fully paid-up under sub-clause above provided that no such
distribution or payment shall be made unless recommended by Directors and if so recommended
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such distribution and payment shall be accepted by such members as aforesaid in full satisfaction
of their interest in the said capitalized sum.
(d) For the purpose of giving effect to any such resolution the Directors may settle any difficulty
which may arise in regard to the distribution or payment as a aforesaid as they think expedient
and in particular they may issue fractional certificates or coupons and fix the value for
distribution of any specific assets and may determine that such payments be made to any
members on the footing of the value so fixed and may vest any such cash, shares, fractional
certificates or coupons, debentures, debenture-stock; bonds or other obligations in trustees upon
such trusts for the person entitled thereto as may seem expedient to the Directors and generally
may make such arrangement for the acceptance, allotment and sale of such shares, debenture,
debenture-stock, bonds or other obligations and fractional certificates or coupons or otherwise
as they may think fit.
(e) Subject to the provisions of the Act and these Articles, in cases where some of the shares of the
Company are fully paid and others are partly paid only, such capitalization may be effected by
the distribution of further shares in respect of the fully paid shares, and in respect of the partly
paid shares the sums so applied in the extinguishments or diminution of the liability on the partly
paid shares shall be so applied prorata in proportion to the amount then already paid or credited
as paid on the existing fully paid and partly paid shares respectively.
(f) When deemed requisite a proper contract shall be filed with the Registrar of Companies in
accordance with the Act and the Board may appoint any person to sign such contract on behalf
of the members entitled as aforesaid and such appointment shall be effective.
ACCOUNTS
Accounts
227. The provisions of Sections 128 to 138 of the Act and the relevant accounting standards shall be
complied with in so far as the same is applicable to the Company.
Books of Accounts to be kept
228. (a) The Company shall keep at its Registered Office proper books of accounts as required by Section
128 of the Act with respect to :
All sums of money received and expected by the Company and the matters in respect of which
the receipt and expenditure take place;
(i) All sales and purchases of goods and services by the Company;
(ii) The assets and liabilities of the Company; and
(iii) The items of cost as may be prescribed under Section 148 of the Act and applicable to the
Company.
(iv) Provided that all or any of the books of account aforesaid may be kept at such other place
in India as the Board of Directors so decide, the Company shall, within seven days of the
decision file with the Registrar a notice in writing giving full address of that other place.
(b) If the Company shall have a branch office, whether in or outside India, proper books of account
relating to the transaction effected at that office shall be kept at that office and proper
summarized returns made up to date at intervals of not more than three months, shall be sent by
the branch office to the Company at its Registered Office or other place in India, as the Board
thinks fit, where the said books of the Company are kept.
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(c) All the aforesaid books shall give a fair and true view of the affairs of the Company or of its
branch office as the case may be with respect to the matters aforesaid and explain the
transactions.
(d) The books of account shall be open to inspection by any Director during business hours as
provided by Section 128 of the Act.
(e) The books of account of the Company relating to a period of not less than eight years
immediately preceding the current year together with the vouchers relevant to any entry in such
books of accounts shall be preserved in good order.
Inspection by Members
229. The Directors shall from time to time determine whether and to what extent and at what times
and place and under what conditions or regulation the account, 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 inspecting any account or books or documents of the
Company except as conferred by statute or authorized by the Directors or by a resolution of the
Company in general meeting.
Statement of Account to be furnished to General Meeting
230. The Board of Directors shall lay before each Annual General Meeting a Financial Statements for
the financial year of the Company which shall not precede the day of the meeting by more than
six months or such extended period as shall have been granted by the Registrar of Companies
under the provisions of the Act.
Financial Statement
231. (a) Subject to the provisions of Section 129 of the Act, every Financial Statement of the Company
shall be in the forms set out in Schedule II of the Act, or as near there to as circumstances admit.
(b) So long as the Company is a holding Company having a subsidiary the Company shall conform
to Section 129 and other applicable provisions of the Act.
(c) If in the opinion of the Board, any of the current assets of the Company have not a value on
realization in the ordinary course of business at least equal to the amount at which they are stated,
the fact that the Board is of that option shall be stated.
Authentication of Financial Statement
232. The Financial Statements shall be signed in accordance with the provisions of Section 134 of the
said Act.
The Financial Statement, shall be approved by the Board of Directors before they are submitted
to the auditors for report thereon.
Profit and Loss Accounts to be Annexed and Auditors’ Report to be attached to the Balance
Sheet.
233. The Profit and Loss Account shall be annexed to the Balance and the Auditors’ Report including
the Auditor’s separate, special or supplementary report, if any, shall be attached thereon.
Board’s Report to be Attached to Financial Statement
234. (a) Every Financial Statement laid before the Company in General Meeting shall have attached to it
a Report by the Board of Directors with respect to the State of the Company’s affairs and such
other matters as prescribed under Section 134 of the Act and the Rules made thereunder.
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(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 the business of the Company
or of any of its subsidiaries deal with any changes which have occurred during the financial year
in the nature of the Company of Company’s business, or of the Company’s subsidiaries or in the
nature of the business in which the Company has an interest.
(c) The board shall also give the fullest information and explanation in its Report or in cases falling
under the proviso to Section 129 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
authorized in that behalf by the Board; and where he is not so authorized shall be signed by such
number of Directors as are required to sign the Financial Statements of the Company by virtue
of sub-clauses (a) and (b) of Article 211 and in accordance with the Listing Regulations, as
applicable.
(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) and (b) of this Article are complied with.
(f) Every Financial Statement of the Company when audited and approved and adopted by the
members in the Annual General Meeting shall be conclusive except as regards in matters in
respect of which modifications are made thereto as may from time to time be considered
necessary by the Board of Directors and or considered proper by reason of any provisions of
relevant applicable statutes and approved by the shareholders at a subsequent general meeting.
Right of Members to copies of Financial Statement and Auditor’s Report
235. A copy of every Financial Statement and the auditor’s report and every other document required
by law to be annexed or attached, as the case may be; to the balance sheet which is to be laid
before the Company in General Meeting, shall be made available for inspection at the Registered
Office of the Company during the working hours for a period of 21 days before the date of the
meeting. A statement containing the salient features of such documents in the prescribed form
or copies of the documents aforesaid as may be permitted by Section 136 of the Act and as the
Company may deem fit, will be sent to every member of the Company and to every Trustees for
the holders of any debentures issued by the Company, not less than 21 days before the meeting
as laid down in Section 136 of the Act. Provided that it shall not be necessary to send copies of
the documents aforesaid to:
(a) to a member or holder of the debenture of the Company who is not entitled to have the
notice of general meeting of the Company sent to him and whose address the Company is
unaware;
(b) to more than one of the joint holder of any shares or debentures some of whom are and
some of whom are not entitled to have such notice sent to them, by those who are not so
entitled.
A copy of the Financial Statement etc. to be filed with Registrar
236. After the Financial Statements have been laid before the Company at the Annual General
Meeting, a copy of the Financial Statement duly signed as provided under Section 137 of the Act
together with a copy of all documents which are required to be annexed there shall be filed with
the Registrar so far as the same be applicable to the Company.
AUDIT
Financial Statement to be audited
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237. Every Financial Statement shall be audited by one or more Auditors to be appointed as
hereinafter mentioned.
Appointment of Auditors
238. The Auditors shall be appointed and their qualifications, rights and duties regulated in
accordance with Section 139 to 148 of the Act, alongwith the Rules made thereunder.
Audit of Branch Office
239. 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, except to the extent to which any exemption
may be granted by the Central Government, in that behalf.
Auditors to have access to the Books of the Company
(a) The Auditor/s of the Company shall have a right of access at all times to the books and vouchers
of the Company and shall be entitled to require from the Directors and Officers of the Company
such information and explanation as may be necessary for the performance of the duties of the
Auditor/s.
240. (b) All notice of and other communications relating to, any general meeting of the Company which
any member of the Company is entitled to have sent to him shall also be forwarded to the
Auditors of the Company and the Auditor shall be entitled to attend any general meeting and to
be heard at any general meeting which he attends to any part of the business which concerns him
as Auditor.
Financial Statement When Audited and Approved to be Conclusive
241. Every Financial Statement when audited and approved by a General Meeting shall be conclusive
except where it appears to the directors that—
(a) the financial statement of the Company; or
(b) the report of the Board,
do not comply with the provisions of Section 129 or Section 134 they may prepare revised
Financial Statement or a revised report in respect of any of the three preceding financial years
after obtaining approval of the Court or Tribunal as applicable on an application made by the
Company in such form and manner as may be prescribed by the Central Government and a copy
of the order passed by the Court or the Tribunal as applicable shall be filed with the Registrar:.
Authentication of Documents and Proceedings
242. 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 Key Managerial Personnel or an
officer or an employee of the Company duly authorized by the Board in this behalf and need not
be under its Seal.
DOCUMENTS AND NOTICES
243. Service of Documents on Members by the Company
(i) A document or notice may be served by the Company on any member thereof either
personally or by sending it, by registered post or speed post or by courier service or
electronic means or such other modes as may be prescribed under the Act from time to
time, to him at his registered address or if he has no registered address in India, to the
address if any, within India, supplied by him to the Company for serving documents or
notices to him
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(ii) Where a document or notice is sent by post or courier service:
(a) Service thereof shall be deemed to be effected by properly addressing, prepaying and
posting a letter containing the document or the notice provided that where a member has
intimated to the Company in advance that documents should be sent to him by specified
manner and has deposited with the Company a sum sufficient to defray the expenses of
doing so, service of the documents or notice shall not be deemed to be affected unless it
is sent in the manner intimated by the members; and
(b) Such service shall be deemed to have been affected:
i. In the case of a notice of meeting at the expiration of forty-eight hours after the
letter containing the same is posted; and
ii. in any other case at the time at which the letter would be delivered in the ordinary
course of post.
iii. A document or notice advertised in a newspaper circulation in the neighborhood of
the Registered Office of the Company shall be deemed to be duly served on the day
on which the advertisement appears, on every member of the Company who has no
registered address in India and has not supplied to the Company an address within
India for the giving of notices to him.
iv. A document or notice may be served by the Company on the joint holders of a
share by serving it to the joint holder named first in the Register in respect of the
share.
(iii) A document or notice may be served by the Company on the persons entitled to a share
in consequence of the death or insolvency of a member by sending it through the post in
a pre-paid letter, addressed to them by name, or by title of representatives of the
deceased, or assignees of the insolvent or by any like description, at the address if any,
in India supplied for the purpose by the person claiming to be so entitled or until such
an address has been so supplied, by serving the document or notice in any manner in
which it might have been served if the death or insolvency had not occurred.
(iv) The signature to any document or notice to be given by the Company may be written or
printed or lithographed.
To Whom Documents must be Served or Given.
244. Document of notice of every general meeting shall be served or given in the same manner herein
before authorized on or to (a) every member, (b) every person entitled to a share in consequence
of the death or insolvency of a member, c) directors and (d) the auditor or auditors for the time
being of the Company, PROVIDED that when the notice of the meeting is given by advertising
the same in newspaper circulation in the neighborhoods of the office of the Company under
Article 98, a statement of material facts, referred to in Article 99 need not be annexed to the
notice as is required by that Article, but it shall merely be mentioned in the advertisement that
the statement has been forwarded to the members of the Company.
Members Bound by Documents or Notice Served on or Given to Previous Holders
245. Every person, who by operation of law, transfer or other means whatsoever, has become entitled
to share shall be bound by every document or notice in respect of such share which prior to his
name and address being entered on the Register of Members, shall have duly served on or given
to the person from whom he derived his title to such share.
Service of Documents on Company
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246. A document may be served on the Company or an Officer thereof by sending it to the Company
or Officer at the Registered Office of the Company by Registered Post or by speed post or by
courier services or by electronic means or by leaving it at its Registered Office or such other
modes as may be prescribed under the Act from time to time.
Service of Documents by Company on the Registrar of Companies
247. Subject to provisions in the Act, a document may be served on the Registrar of Companies by
sending it to him at his office by Registered Post, or speed post or by courier services or by
delivering it to or leaving it for him at his office or address or by such electronic or other mode
as may be prescribed under the Act from time to time.
REGISTERS AND DOCUMENTS
Registers and Documents to be Maintained by the Company
248. The Company shall keep and maintain Registers, Books and documents as required by the Act
or these Articles.
Maintenance and inspection of documents in electronic form
249.
Without prejudice to any other provisions of this Act, any document, record, register, minutes,
etc., —
(a) Required to be kept by a company; or
(b) Allowed to be inspected or copies to be given to any person by a company under this Act,
may be kept or inspected or copies given, as the case may be, in electronic form in such form
and manner as may be determined by central government by the Central Government.
Inspection of Registers
250. Subject to provisions of the Act and the provisions in the Articles, the Registers maintained under
the Act and the minutes of all proceedings of General Meetings shall be open to inspection during
any working day during business hours and extracts may be taken there from and copies thereof
may be required by any member of the Company in the same manner to the same extent and on
payment of the same fees as in the case of the Register of Members of the Company i.e., by any
member, debenture holder, other security holder or Beneficial Owner without payment of fee
and by any other person on payment of fee of Rupees 50/- for each inspection. Subject to
provisions of the Act and the provisions in the Articles, the copies of entries in the Registers
maintained under the Act shall be furnished to the persons entitled to the same on payment of
Rs. 10/- for each page.
OPERATION OF BANK ACCOUNT
All cheques, promissory notes, drafts, hundies, bills of exchange and other negotiable
instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted,
endorsed or otherwise executed, as the case may be, by such person and in such manner as the
Board of Directors may, from time to time, by resolution determine.
WINDING UP
Distribution of Assets
251. (a) Subject to the provisions of the Act, if the Company shall be wound up and the assets available
for distribution among the members as such shall be less than sufficient to repay the whole of
the paid up capital such assets shall be distributed so that, as nearly, as may be, the losses shall
be borne by the members in proportion to the Capital paid up, or which ought to have been paid
up, at the commencement of winding up, on the shares held by them respectively. And if in
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winding up, the assets available for distribution among the members shall be more than sufficient
to repay the whole of the Capital paid up at the commencement of the winding up the excess
shall be distributed amongst the members in proportion to the Capital at the commencement of
the winding up or which ought to have been paid up on the shares held by them respectively.
(b) But this clause will not prejudice the rights of the holders of shares issued upon special terms
and conditions.
252. Distribution in Specie or Kind.
Subject to the provisions of the Act:
(a) If the Company shall be wound up whether voluntarily or otherwise, the liquidators may
with the sanction of a special resolution and any other sanction required by the Act, divide
amongst the contributories, in specie or kind the whole or any 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.
(b) If thought expedient, any such division may, subject to the provisions of the Act, be
otherwise than in accordance with the legal rights of the contributories (except where
unalterably fixed by the Memorandum of Association) and in particular any class may be
given (subject to the provisions of the Act) preferential or special rights or may be
excluded altogether or in part but in case any division otherwise than in accordance with
the legal rights of the contributories shall be determined or any contributory who would be
prejudiced thereby shall have the right; if any to dissent and ancillary rights as if such
determination were a special resolution,pursuant to Section 494 of the Companies Act,
1956 or Section 319 of the Companies Act as applicable at the time of application.
(c) 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 but notice in writing direct the liquidators to sell his
proportion and pay him the net proceeds and the Liquidators shall, if practicable act
accordingly.
SECRECY CLAUSE
Secrecy Clause
253. (a) Every Director, Key Managerial Personnel, Manager, Auditor, Treasurer, Trustee, Member of a
Committee, Officer, Servant, agent, accountant or other person employed in the business of the
Company shall, if so required by the Director, before entering upon his duties sign a declaration
pleading himself to observe a strict secrecy respecting all transactions and affairs of the company
with the customers and the state of the accountants with individuals and in matters which may
come to his knowledge in the discharge of his duties except when required so to do by the
Directors or by law or by the person to whom such matters relate and except so far as may be
necessary in order to comply with any of the provisions in these presents contained.
(b) No Member or other person (not being a Director) shall be entitled to visit or inspect any works
of the Company without the permission of the Directors or to require discovery of or any
information respecting any detail of the Company’s trading, or any matter which may relate to
the conduct of the business of the company and which in the opinion of the Directors, it would
be inexpedient in the interest of the Company to disclose.
INDEMNITY AND RESPONSIBILITY
Directors and Others Right to Indemnity
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254. Every Director, Managing Director, Whole-time Director, Manager, Secretary and other Officer
or employee or authorized representative of the Company shall be indemnified by the Company
and for this purpose may have relevant third party insurances procured by the Company in their
favour, for all costs, fees, penalty, deposit, losses and expenses (including travelling expenses)
which such Director, Manager, Secretary, Officer or employee or authorized representative may
suffer or is likely to suffer in any way during the course of discharge of his duties including
expenses and the amount for which such indemnity is provided, shall immediately attach as a
lien on the property of the Company and have priority between the members over all other
claims. Provided that no Director, Managing Director, Whole-time Director, Manager, Secretary
and other Officer or employee or authorized representative of the Company shall be entitled to
be indemnified by the Company or have insurance procured therefor in circumstances where any
amounts directly or indirectly arise out of or in connection with any fraud, gross negligence,
breach of trust or material and willful default on the part of such Director, Managing Director,
Whole-time Director, Manager, Secretary and other Officer or employee or authorized
representative of the Company.
Director and Other Officers Not Responsible for the Acts of Others
255. Subject to the provisions of the Act, no Director, Managing Director, Whole-time 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 or 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 or on behalf of the Company or for the
insufficiency or deficiency of any security in or upon which any of the nominees of the Company
shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous
act of any person, company or corporation, within 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 or for any other loss or damage or misfortune whatever which shall happen in the
execution of the duties or in relation thereto, unless the same happens through his own
dishonesty.
An Independent Director, and a non-executive director not being a promoter or a Key Managerial
Personnel, shall be liable only in respect of acts of omission or commission, by the Company
which had occurred with his knowledge, attributable through Board processes, and with his
consent or connivance or where he has not acted diligently.
The Company may take and maintain any insurance as the Board may think fit on behalf of its
present and/or former directors and key managerial personnel for indemnifying all or any of
them against any liability for any acts in relation to the Company for which they may be liable
but have acted honestly and reasonably.
SOCIAL OBJECTIVE
256. Social Objective
The Company shall have among its objectives the promotion and growth of the national economy
through increased productivity, effective utilization of material and manpower resources and
continued application of modern scientific and managerial techniques in keeping with the
national aspirations and the Company shall be mindful of its social and moral responsibilities to
the consumers, employees, shareholders, society and the local community.
257. General Power
Where any provisions of the said Act or the Rules or any other Applicable Laws provide that the
Company shall do such act, deed, or thing or shall have a right, privilege or authority to carry
out a particular transaction, only if it is so authorized in its Articles, in respect of all such acts,
deeds, things, rights, privileges and authority, this Article hereby authorizes the Company to
carry out the same, without the need for any specific or explicit Article in that behalf.
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At any point of time from the date of adoption of these Articles, if the Articles are or become
contrary to the provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time (the “Listing
Regulations”), the provisions of the Listing Regulations shall prevail over the Articles to such
extent and the Company shall discharge all of its obligations as prescribed under the Listing
Regulations, from time to time.
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SECTION X: 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 this Red Herring Prospectus and the Prospectus
which will be delivered to the RoC for filing. Copies of the abovementioned contracts and also the documents for
inspection referred to hereunder, may be inspected at the Registered and Corporate Office between 10 a.m. and 5
p.m. on all Working Days and will also be available online at www.regaalresources.com from the date of the Red
Herring Prospectus until the Bid/Offer Closing Date.
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any
time if so required in the interest of our Company or if required by the other parties, without reference to the
shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law.
A. Material Contracts
1. Offer Agreement dated December 31, 2024, read with amendment to the Offer Agreement dated July
28, 2025, entered between our Company, the Selling Shareholders and the BRLMs.
2. Registrar Agreement dated December 31, 2024, read with amendment to the Registrar Agreement dated
July 28, 2025, entered between our Company the Selling Shareholders and the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated July 31, 2025, entered into among our Company, the
Selling Shareholders, Registrar to the Offer, the BRLMs, the Syndicate Member, the Bankers to Offer.
4. Share Escrow Agreement dated July 31, 2025, entered into amongst our Company, the Selling
Shareholders, and the Share Escrow Agent;
5. Syndicate Agreement dated July 31, 2025, entered into among our Company, the Selling Shareholders,
the BRLMs, the Syndicate Member and the Registrar to the Offer.
6. Underwriting Agreement dated [●] between our Company, the Selling Shareholders, and the
Underwriters.
7. Monitoring agency agreement dated August 5, 2025, between our Company and the Monitoring Agency.
B. Material Documents
1. Certified copies of the Memorandum of Association and Articles of Association of our Company, as
amended.
2. Certificate of incorporation dated January 2, 2012 under the name of ‘Regal Resources Private Limited’.
3. Fresh Certificate of incorporation dated October 26, 2015 under the name of ‘Regaal Resources Private
Limited’.
4. Fresh Certificate of incorporation dated March 30, 2022 under the name of ‘Regaal Resources Limited’.
5. Resolution of our Board of Directors dated December 24, 2024, and July 24, 2025 and resolution of our
Shareholders dated December 25, 2024, and July 25, 2025, respectively authorising the Offer and other
related matters.
6. Resolution of the Board of Directors dated December 24, 2024, and July 24, 2025, taking on record the
approval for the Offer for Sale by the Selling Shareholders;
7. Resolution of the Board of Directors dated December 31, 2024 approving the Draft Red Herring
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Prospectus.
8. Resolution of the Board of Directors dated August 6, 2025, approving this Red Herring Prospectus.
9. Copies of annual reports of our Company for the last 3 Fiscals.
10. Examination report on the Restated Financial Information dated July 24, 2025, of our Statutory Auditors,
included in this Red Herring Prospectus.
11. The statement of special tax benefits on direct taxes and indirect taxes dated July 28, 2025 from our
Statutory Auditors.
12. Consent letter dated July 28, 2025, and August 6, 2025, from our Statutory Auditors for inclusion of
their name as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent and
in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated July 24,
2025, on our Restated Financial Information; and (ii) the statement of special tax benefits available to
our Company and its shareholders dated July 28, 2025 included in this Red Herring Prospectus; and such
consent has not been withdrawn as on the date of this Red Herring Prospectus.
13. Consent dated August 6, 2025, from Binay Kumar Datta, Chartered Engineer for inclusion of their name
as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as an independent Chartered Engineer and in respect of the certificate dated August 6, 2025
issued by them in connection with the capacity utilisation and certain other details and such consent has
not been withdrawn as of the date of this Red Herring Prospectus.
14. Consent dated August 6, 2025, from Sanmarks & Associates, Chartered Accountant for inclusion of their
name as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as Independent Chartered Accountant and in respect of the certificate dated August 6, 2025
issued by them in connection with certain information included in this Red Herring Prospectus and such
consent has not been withdrawn as of the date of this Red Herring Prospectus.
15. Consent dated December 31, 2024 from AK Labh & Co., practicing Company Secretary for inclusion of
their name as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent and
in its capacity as practicing Company Secretary and in respect of the certificate dated December 31, 2024
issued by it in connection with the history of equity share capital of our Company and the build-up of
shareholding of our Promoters and such consent has not been withdrawn as of the date of this Red
Herring Prospectus.
16. Consents of the Directors, BRLMs, Statutory Auditors, Syndicate Member, Legal Counsel to our
Company, Legal Counsel to the Offer, Registrar to the Issue, the Bankers to our Company, Chief
Financial Officer, Company Secretary and Compliance Officer, as referred to in their specific capacities.
17. Industry report dated July 21, 2025 titled ‘Industry Report on Maize Starch and Derivative Products’,
prepared by F&S commissioned and paid for by our Company, which is available on the website of our
Company at https://regaalresources.com/industry-report/.
18. Consent letter dated July 23, 2025, from F&S to include contents or any part thereof from their report
titled ‘Industry Report on Maize Starch and Derivative Products’ dated July 21, 2025 in this Red Herring
Prospectus.
19. Consent letters dated December 23, 2024, and July 23, 2025 and authorisations from the Selling
Shareholders consenting to participate in the Offer for Sale.
20. Certificate on KPIs issued by Sanmarks & Associates, Independent Chartered Accountant dated August
6, 2025.
21. Resolution dated August 6, 2025, passed by the Audit Committee approving the KPI’s.
561(Pleasescan
22. Certificate dated August 6, 2025, issued by the Statutory Auditors, certifying the (i) Weighted average
cost of acquisition per Equity Share for the Promoters and Selling Shareholders (including data on
weighted average cost of acquisition of all Equity Shares transacted in the preceding one year, 18 months
and three years from the date of this Red Herring Prospectus, Average cost of acquisition of Equity
Shares of our Promoters and the Selling Shareholders, Details of price at which specified securities were
acquired by the Promoters, members of the Promoter Group, Selling Shareholders and Shareholders with
special rights in the last three years preceding the date of this Red Herring Prospectus); (ii) customer and
vendor concentration; (iii) outstanding dues to creditors, material creditors and MSMEs; (iv) Employee
Stock Option Scheme and compliance with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021; and (v) financial indebtedness.
23. Certificate dated April 28, 2025, issued by the Statutory Auditors, certifying the utilisation of unsecured
loans from related parties.
24. Certificate dated August 6, 2025, issued by Sanmarks & Associates, Independent Chartered Accountant,
certifying the operational data and other financial information.
25. Tripartite agreement between NSDL, our Company and Registrar to the Offer dated September 13, 2024.
26. Tripartite agreement between CDSL, our Company and Registrar to the Offer dated September 13, 2024.
27. Due diligence certificate dated December 31, 2024 addressed to SEBI from the BRLMs.
28. In-principle listing approvals both dated March 21, 2025 issued by BSE and NSE, respectively.
29. Final observation letter bearing number SEBI/CFD/DIL2/2025/10954/1 dated April 30, 2025 issued by
SEBI.
30. Chargesheet dated June 23, 2006 filed against Anil Kishorepuria.
31. Exemption Application dated September 18, 2024 filed with SEBI.
32. SEBI letter dated October 10, 2024 (reference number SEBI/HO/CFD/RAC-
DIL2/P/OW/2024/31967/1), rejecting the Exemption Application along with all the communication in
this regard read with SEBI email dated December 31, 2024.
562(Please scan
DECLARATIONS
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, and the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, and the Securities and Exchange Board of India Act,
1992, each as amended or the rules, regulations or guidelines issued thereunder, as the case may be. I further
certify that all the statements in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Anil Kishorepuria
Chairman and Managing Director
Place: Kolkata
Date: August 6, 2025
563(Please scan
DECLARATIONS
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, and the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, and the Securities and Exchange Board of India Act,
1992, each as amended or the rules, regulations or guidelines issued thereunder, as the case may be. I further
certify that all the statements in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Karan Kishorepuria
Whole Time Director
Place: Kolkata
Date: August 6, 2025
564(Please scan
DECLARATIONS
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, and the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, and the Securities and Exchange Board of India Act,
1992, each as amended or the rules, regulations or guidelines issued thereunder, as the case may be. I further
certify that all the statements in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Munish Jhajharia
Non-Executive Director
Place: Kolkata
Date: August 6, 2025
565(Please scan
DECLARATIONS
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, and the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, and the Securities and Exchange Board of India Act,
1992, each as amended or the rules, regulations or guidelines issued thereunder, as the case may be. I further
certify that all the statements in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Dinabandhu Mohapatra
Independent Director
Place: Puri
Date: August 6, 2025
566(Please scan
DECLARATIONS
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, and the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, and the Securities and Exchange Board of India Act,
1992, each as amended or the rules, regulations or guidelines issued thereunder, as the case may be. I further
certify that all the statements in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Sheetal Jhunjhunwala
Independent Director
Place: Kolkata
Date: August 6, 2025
567(Please scan
DECLARATIONS
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, and the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, and the Securities and Exchange Board of India Act,
1992, each as amended or the rules, regulations or guidelines issued thereunder, as the case may be. I further
certify that all the statements in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Rajesh Raghunath Pednekar
Independent Director
Place: Goa
Date: August 6, 2025
568(Please scan
DECLARATIONS
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, and the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, and the Securities and Exchange Board of India Act,
1992, each as amended or the rules, regulations or guidelines issued thereunder, as the case may be. I further
certify that all the statements in this Red Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
________________________________________
Saikat Chatterjee
Chief Financial Officer
Place: Kolkata
Date: August 6, 2025
569(Please scan
DECLARATIONS
I, Shruti Kishorepuria, in my capacity as a Selling Shareholder, certify and confirm that all statements, disclosures
and undertakings made or confirmed by me in this Red Herring Prospectus about or specifically in relation to
myself as a Selling Shareholder and the portion of Equity Shares offered by me in the Offer for Sale are true and
correct. I assume no responsibility for any other statements, disclosures, and undertakings, including any
statements, disclosures and undertakings made by, or relating to the Company or any other Selling Shareholder
or any other person(s) in this Red Herring Prospectus.
________________________________________
Shruti Kishorepuria
Selling Shareholder
Place: Kolkata
Date: August 6, 2025
570(Please scan
DECLARATION
I, Anil Kishorepuria, in my capacity as a Selling Shareholder, certify and confirm that all statements, disclosures
and undertakings made or confirmed by me in this Red Herring Prospectus about or specifically in relation to
myself as a Selling Shareholder and the portion of Equity Shares offered by me in the Offer for Sale are true and
correct. I assume no responsibility for any other statements, disclosures, and undertakings, including any
statements, disclosures and undertakings made by, or relating to the Company or any other Selling Shareholder
or any other person(s) in this Red Herring Prospectus.
________________________________________
Anil Kishorepuria
Selling Shareholder
Place: Kolkata
Date: August 6, 2025
571(Please scan
DECLARATION
We, BFL Private Limited in our capacity as a Selling Shareholder, certify and confirm that all statements,
disclosures and undertakings made or confirmed by us in this Red Herring Prospectus about or specifically in
relation to ourselves as a Selling Shareholder and the portion of Equity Shares offered by us in the Offer for Sale
are true and correct. We assume no responsibility for any other statements, disclosures, and undertakings,
including any statements, disclosures and undertakings made by, or relating to the Company or any other Selling
Shareholder or any other person(s) in this Red Herring Prospectus.
________________________________________
For BFL Private Limited
Selling Shareholder
Name: Anil Kishorepuria
Director
Place: Kolkata
Date: August 6, 2025
572(Please scan
DECLARATION
We, SRM Private Limited in our capacity as Selling Shareholder, certify and confirm that all statements,
disclosures and undertakings made or confirmed by us in this Red Herring Prospectus about or specifically in
relation to ourselves as a Selling Shareholder and the portion of Equity Shares offered by us in the Offer for Sale
are true and correct. We assume no responsibility for any other statements, disclosures, and undertakings,
including any statements, disclosures and undertakings made by, or relating to the Company or any other Selling
Shareholder or any other person(s) in this Red Herring Prospectus.
________________________________________
For SRM Private Limited
Selling Shareholder
Name: Anil Kishorepuria
Designation: Director
Place: Kolkata
Date: August 6, 2025
573