Red Herring Prospectus

Dated: June 11, 2024

Please read Section 26 and 32 of the Companies Act, 2013
100% Book Built Offer

(Please scan this QR Code to view the RHP)

DURLAX TOP SURFACE LIMITED

Corporate Identity Number: U74999MH2010PLC202712
REGISTERED OFFICE CORPORATE CONTACT PERSON EMAIL & TELEPHONE WEBSITE
OFFICE
301, Jaisingh Commonspace, NA Komal Birla, cs@[Link] [Link]
Dayal Das Road, FP362, W.E. Company Secretary and &
Highway, Vile Parle (East), Compliance Officer +91-75067 99831
Mumbai – 400 057,
Maharashtra, India
NAME OF PROMOTERS OF THE COMPANY
SHRAVAN SUTHAR AND LALIT SUTHAR
DETAILS OF OFFER TO PUBLIC
Type Fresh Issue Size OFS* (by no. of Total Size Eligibility & Share Reservation among NII & RII
share or by amount
in ₹)
Fresh Issue and Offer 42,00,000 Equity 18,00,000 Equity 60,00,000 Equity The Offer is being made pursuant to Regulation 229 (2)
for Sale Shares aggregating Shares aggregating Shares aggregating and 253(1) of Chapter IX of SEBI (ICDR) Regulations,
up to ₹ [●] Lakhs up to ₹ [●] Lakhs up to ₹ [●] Lakhs 2018. For details of Share reservation among QIBs, NIIs
and RIIs, see “Offer Structure” beginning on page 209.
*OFS: Offer for Sale
DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDER
Name of Promoter Type Number of Equity shares offered Weighted average cost of acquisition
Selling Shareholder per Equity Share(i) (In ₹)
Shravan Suthar Promoter Selling Shareholder 18,00,000 11.18
(i) As certified by N K Mittal & Associates, Chartered Accountants, Statutory and Peer Review Auditor by way of their certificate dated June 7,
2024.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public offer of our Company, there has been no formal market for the Equity Shares of our Company. The face value of our Equity
Shares is ₹ 10 each and the Floor Price and Cap Price are [●] times and [●] times of the face value of the Equity Shares, respectively. The Floor Price,
Cap Price and the offer Price (as determined by our Company and Promoter Selling Shareholder, in consultation with the BRLM, in accordance with
SEBI ICDR Regulations, and as stated in “Basis for Offer Price” beginning on page 94) 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 and/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 this Offer unless they can
afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in
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 issued in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does
SEBI guarantee the accuracy or adequacy of the Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors”
beginning on page 29 of this Red Herring Prospectus.
ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information
with regard to our Company and the 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 makes this Red Herring Prospectus as a whole or any of such information or the expression
of any such opinions or intentions, misleading in any material respect. Further, the Promoter Selling Shareholder accepts responsibility for statements
and undertakings expressly made by the Promoter Selling Shareholder in this Red Herring Prospectus solely in relation to himself and the Equity
Shares being offered by him in the Offer for Sale and confirms that such statements are true and correct in all material respects and are not misleading
in any material respect. Promoter Selling Shareholder assumes no responsibility for any other statement in this Red Herring Prospectus, including,
inter alia, any of the statements made by or relating to our Company or our Company’s business.
LISTING
The Equity Shares of our Company offered through this Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock
Exchange of India Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received
an approval letter dated March 5, 2024 from National Stock Exchange of India Limited for using its name in the Red Herring Prospectus for listing of
our shares on the Emerge Platform of National Stock Exchange of India Limited. For the purpose of this Offer, National Stock Exchange of India
Limited shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER
DETAILS OF BOOK RUNNING LEAD MANAGER CONTACT PERSON TELEPHONE AND EMAIL

EXPERT GLOBAL CONSULTANTS +91 11 4509 8234

Mr. Gaurav Jain
PRIVATE LIMITED ipo@[Link]

DETAILS OF REGISTRAR TO THE OFFER

NAME OF REGISTRAR CONTACT PERSON TELEPHONE & E-MAIL
+91 22-6263 8200
BIGSHARE SERVICES PRIVATE LIMITED Mr. Vinayak Morble
ipo@[Link]
BID/OFFER PERIOD
Anchor portion Opens/Closes on(1): Tuesday, June 18, Bid/Offer Opens on(1): Wednesday, June Bid/Offer Closes on(2): Friday, June 21,
2024 19, 2024 2024
(1)
Our Company and Promoter Selling Shareholder, in consultation with the BRLM, may consider participation by Anchor Investors, in accordance with the
SEBI (ICDR) Regulations, 2018. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
(2)
Our Company and Promoter Selling Shareholder, in consultation with the BRLM, may decide to close the Bid/Offer Period for QIBs one Working Day
prior to the Bid/Offer Closing Date, in accordance with the SEBI (ICDR) Regulations, 2018.
*The UPI mandate end time and date shall be at 5.00 p.m on Bid/Offer Closing day.
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 Red Herring Prospectus
Dated: June 11, 2024
Please read Section 26 and 32 of the Companies Act, 2013
100% Book Built Offer

DURLAX TOP SURFACE LIMITED

Corporate Identity Number: U74999MH2010PLC202712
Our company was originally incorporated as Durlax Archtech Private Limited on May 03, 2010 as a private limited company under the provisions of Companies Act, 1956 pursuant to Certificate
of Incorporation issued by RoC, Mumbai. Further, the name of the company was changed to Durlax India Private Limited vide the Certificate of Incorporation pursuant to change of name dated
August 23, 2017 issued by RoC, Mumbai. Subsequently, the name was changed to Durlax Top Surface Private Limited vide Certificate of Incorporation pursuant to change of name dated January
06, 2023 issued by RoC, Mumbai. The Company was converted into a public limited company pursuant to shareholders resolution passed at the General Meeting of our Company held on January
27, 2023 and the name of our Company was changed to “Durlax Top Surface Limited” and a Fresh Certificate of Incorporation dated March 29, 2023 was issued by RoC, Mumbai. The Corporate
Identity Number of our Company is U74999MH2010PLC202712. For details of incorporation, change of name and registered office of our Company, please refer to chapter titled “General
Information” and “History and Certain Corporate Matters” beginning on page 60 and 137 respectively of this Red Herring Prospectus.
Registered office: 301, Jaisingh Commonspace, Dayal Das Road, FP362, W.E. Highway, Vile Parle (East), Mumbai – 400057, Maharashtra, India.
Tel: +91-75067 99831; E-mail: cs@[Link]; Website: [Link];
Contact Person: Komal Birla, Company Secretary and Compliance Officer
PROMOTERS OF THE COMPANY: SHRAVAN SUTHAR AND LALIT SUTHAR
INITIAL PUBLIC OFFER OF 60,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF DURLAX TOP SURFACE
LIMITED (“COMPANY”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY
SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ [●] LAKHS COMPRISING A FRESH ISSUE OF 42,00,000 EQUITY SHARES
AGGREGATING UP TO ₹ [●] LAKHS BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 18,00,000 EQUITY SHARES
AGGREGATINGUP TO ₹ [●] LAKHS BY OUR PROMOTER SELLING SHAREHOLDER, (THE “OFFERED SHARES”) (THE “OFFER FOR
SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”) OF WHICH 3,00,000 EQUITY SHARES AGGREGATING TO ₹ [●] LAKHS
WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE OFFER (THE “MARKET MAKER RESERVATION PORTION”).
THE OFFER, LESS MARKET MAKER RESERVATION, I.E. NET OFFER 57,00,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AT
PRICE OF ₹ [●] PER EQUITY SHARE AGGREGATING TO ₹ [●] LAKHS IS HEREIN AFTER REFERRED TO AS THE “NET OFFER”. THE
OFFER AND THE NET OFFER WILL CONSTITUTE 36.08% AND 34.28% RESPECTIVELY OF THE FULLY-DILUTED POST- OFFER PAID-
UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES
THE FACE VALUE OF THE EQUITY SHARES.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND PROMOTER SELLING SHAREHOLDER,
IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND PROMOTER SELLING SHAREHOLDER WILL BE ADVERTISED
IN ALL EDITIONS OF FINANCIAL EXPRESS (WHICH ARE WIDELY CIRCULATED ENGLISH DAILY NEWSPAPER) AND ALL EDITIONS
OF JANSATTA (WHICH ARE WIDELY HINDI DAILY NEWSPAPER) AND NAVSHAKTI (A WIDELY CIRCULATED MARATHI DAILY
NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MUMBAI WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST
TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO NATIONAL STOCK
EXCHANGE OF INDIA LIMITED (“NSE”, “STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITE.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days.
In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Offer Period for a minimum of three Working Days, 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 Exchange, by issuing a press release, and also by
indicating the change on the respective website of the BRLM and at the terminals of the members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
This Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 229 of the SEBI ICDR Regulations and
in compliance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB
Portion”), provided that our Company and Promoter Selling Shareholder in consultation with the BRLM may allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”).
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with
the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (“Net QIB
Portion”). Further, 5.00% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis
to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5.00% of the Net QIB Portion, the balance Equity
Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15.00% of the Net Offer shall be available for allocation on
a proportionate basis to Non-Institutional Investors and not less than 35.00% of the Net Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received from them at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received
from them at or above the Offer Price. All Bidders, other than Anchor Investors, are required to participate in the Offer by mandatorily utilizing the Application Supported by Blocked Amount (“ASBA”) process by providing
details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be, to
the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” on page 214
RISK IN RELATION TO THE FIRST OFFER
This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is
₹10.00. The Offer Price, Floor Price or the Price Band 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 active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their
investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their
own examination of our Company and the Offer including the risks involved. The Equity Shares issued in the Offer have neither been recommended nor approved by Securities and
Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is
invited to the section titled “Risk Factors” beginning on page 29 of this Red Herring Prospectus.
ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the issuer and the Offer which
is material in the context of the Offer, that the information contained in the Offer document 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 document as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder accepts responsibility for statements and undertakings expressly made by the Selling
Shareholders in this Red Herring Prospectus solely in relation to himself and the Equity Shares being offered by it in the Offer for Sale and confirms that such statements are true and correct in
all material respects and are not misleading in any material respect. Promoter Selling Shareholder assumes no responsibility for any other statement in this Red Herring Prospectus, including,
inter alia, any of the statements made by or relating to our Company or our Company’s business.
LISTING
The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”). In terms of
Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received In-Principal Approval letter dated March 5. 2024 from NSE for using its name in
this offer document for listing of our shares on the EMERGE platform of NSE. For the purpose of this Offer, the designated Stock Exchange will be the National Stock Exchange of India Limited
(“NSE”).
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER

Expert Global Consultants Private Limited BIGSHARE SERVICES PRIVATE LIMITED

1511, RG Trade Tower Netaji Subhash Place, Pitampura, New Delhi – 110034, S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves
India Road, Andheri (East), Mumbai –400 093, Maharashtra, India
Telephone: +91 11 4509 8234 Telephone: 022-6263 8200
Email: ipo@[Link] Facsimile:022-6263 8299
Website: [Link] Email: ipo@[Link]
Investor Grievance Email: compliance@[Link] Investor grievance email: investor@[Link]
Contact Person: Mr. Gaurav Jain Contact Person: Mr. Vinayak Morble
SEBI registration number: INM000012874 Website: [Link]
CIN: U74110DL2010PTC205995 SEBI Registration Number: INR000001385
CIN: U99999MH1994PTC076534
BID/OFFER PERIOD
Anchor portion Opens/Closes on(1): Tuesday, Bid/Offer Opens on(1): Bid/Offer Closes on(2):
June 18, 2024 Wednesday, June 19, 2024 Friday, June 21, 2024*
(1) Our Company and Promoter Selling Shareholder in consultation with the BRLM, may consider participation by Anchor Investors, in accordance with the
SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
(2) Our Company and Promoter Selling Shareholder in consultation with the BRLM, may decide to close the Bid/Offer Period for QIBs one Working Day prior
to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations.
*The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Day.
 Index

SECTION I – GENERAL ................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ............................................................................................................ 1
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION
AND MARKET DATA ....................................................................................................................................... 18
FORWARD LOOKING STATEMENTS............................................................................................................ 20
SECTION II – SUMMARY OF OFFER DOCUMENT ................................................................................. 22
SECTION III – RISK FACTORS .................................................................................................................... 29
SECTION IV: INTRODUCTION .................................................................................................................... 52
THE OFFER ........................................................................................................................................................ 52
SUMMARY OF FINANCIAL INFORMATION ............................................................................................... 54
GENERAL INFORMATION .............................................................................................................................. 60
CAPITAL STRUCTURE .................................................................................................................................... 71
OBJECTS OF THE OFFER ................................................................................................................................ 87
BASIS FOR OFFER PRICE ................................................................................................................................ 94
STATEMENT OF POSSIBLE TAX BENEFITS ............................................................................................. 101
SECTION V – ABOUT THE COMPANY .................................................................................................... 103
INDUSTRY OVERVIEW ................................................................................................................................. 103
OUR BUSINESS ............................................................................................................................................... 114
KEY INDUSTRY REGULATIONS AND POLICIES ..................................................................................... 128
HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................. 137
OUR MANAGEMENT ..................................................................................................................................... 142
OUR PROMOTERS AND PROMOTER GROUP ........................................................................................... 156
OUR GROUP COMPANY................................................................................................................................ 161
DIVIDEND POLICY ........................................................................................................................................ 162
SECTION VI – FINANCIAL INFORMATION ........................................................................................... 163
RESTATED FINANCIAL STATEMENTS ...................................................................................................... 163
OTHER FINANCIAL INFORMATION ........................................................................................................... 164
CAPITALISATION STATEMENT .................................................................................................................. 165
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS .................................................................................................................................................. 166
FINANCIAL INDEBTEDNESS ....................................................................................................................... 173
SECTION VII – LEGAL AND OTHER INFORMATION ......................................................................... 175
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ....................................................... 175
GOVERNMENT AND OTHER KEY APPROVALS ...................................................................................... 183
SECTION VIII-OTHER REGULATORY AND STATUTORY DISCLOSURES ................................... 190
SECTION IX – OFFER RELATED INFORMATION ................................................................................ 201
TERMS OF THE OFFER .................................................................................................................................. 201
OFFER STRUCTURE ....................................................................................................................................... 209
OFFER PROCEDURE ...................................................................................................................................... 214
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................. 247
SECTION X-MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................ 248
SECTION XI – OTHER INFORMATION ................................................................................................... 265
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................................... 265
DECLARATION ............................................................................................................................................... 267
 SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below
in this Red Herring Prospectus, and references to any statute, regulation, rule, guidelines, circular, notification
or clarification or policies will include any amendments or re-enactments thereto, from time to time.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Possible
Tax Benefits”, “Industry Overview”, “Basis for Offer Price”, “Key Regulations and Policies in India”,
“Financial Information”, “Outstanding Litigation and Other Material Developments” and “Offer Procedure”,
Will have the meaning ascribed to such terms in these respective sections.

In case of any inconsistency between the definitions given below and the definitions contained in the
Conventional or General Information Document (as defined below), the definitions given below shall prevail.
The words and expressions used but not defined in this Red Herring Prospectus will have the same meaning as
assigned to such terms under the notified provisions of the Companies Act, 2013, the SEBI Act, the SEBI ICDR
Regulations, the SCRA, the Depositories Act and the rules and regulations made thereunder.

Conventional or General Terms

Terms Description
“DTSL”, “Durlax”, “our Company”, “we”, “us”, Unless the context otherwise requires, refers to
“our”, “the Company”, “the Issuer Company” or “Durlax Top Surface Limited”, (formerly known as
“the Issuer” Durlax Top Surface Private Limited) a Company
originally incorporated under the Companies Act,
1956 vide a Certificate of Incorporation issued by
the Registrar of Companies, Mumbai
“we”, “us” and “our” Unless the context otherwise indicates or implies,
refers to our Company.

“you”, “your” or “yours” Prospective investors in this Offer.

Our Promoters The Promoters of our Company, namely, Shravan
Suthar and Lalit Suthar.

Promoter Group Such persons, entities and companies constituting

our Promoter Group pursuant to Regulation 2(1)(pp)
of the SEBI (ICDR) Regulations as disclosed in the
Chapter titled “Our Promoters and Promoter
Group” on page 156 of this Red Herring Prospectus.

Company Related Terms

Terms Description
AOA / Articles / The articles of association of our Company, as amended from time to time.
Articles of
Association
The audit committee of our Company constituted in accordance with Section 177
Audit Committee of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations
vide Board resolution dated January 06, 2023.
Auditor or Statutory The statutory auditor of our Company, namely N K Mittal & Associates, Chartered
Auditor or Peer Accountants.
review Auditor
Banker to our Punjab National Bank as disclosed in the section titled “General Information”
Company beginning on page 60 of this Red Herring Prospectus.

Board of Directors / The director(s) on our Board, as duly constituted from time to time, including any
the Board / our committee(s). For further details of our Directors, please refer to section titled
Board “Our Management” beginning on page 142 of this Red Herring Prospectus.
Chairman Chairman of the Board, as described in “Our Management” on page 142 of this
Red Herring Prospectus.

1
 Terms Description
Chief Financial Chief Financial Officer of our Company being Kalpana Joshi
Officer/ CFO
CIN Corporate Identification Number of our Company U74999MH2010PLC202712
Company Secretary The Company Secretary and Compliance Officer of our Company being Komal
& Compliance Birla.
Officer
Director(s) The director(s) on our Board.

Equity Equity Shares of the Company of Face Value of ₹10 each unless otherwise
Shares/Shares specified in the context thereof.
Equity Persons/ Entities holding Equity Shares of our Company.
Shareholders/
Shareholders
Equity Listing Unless the context specifies otherwise, this means the Equity Listing Agreement
Agreement/ Listing to be signed between our company and the NSE Emerge Platform.
Agreement
Independent A non-executive, Independent Director as per the Companies Act, 2013 and the
Director Listing Regulations.

Indian GAAP Generally Accepted Accounting Principles in India.

ISIN International Securities Identification Number. In this case being:

INE0OUW01013.
Key Managerial Key Management Personnel of our Company in terms of Regulation 2(1)(bb) of
Personnel/Key the SEBI (ICDR) Regulations and Section 2(51) of the Companies Act, 2013, as
Managerial described in section entitled “Our Management” on page 142 of this Red Herring
Employees Prospectus.
Manufacturing Unit Our Production facility situated at Survey Nos. 557/2 & 558/1, Village: Moti
or Unit Tambadi, Tal. Vapi -396 193, Gujarat, India.
The policy on identification of group companies, material creditors and material
litigation, adopted by our Board at its meeting held on September 01, 2023 in
Materiality Policy
accordance with the requirements of the SEBI ICDR Regulations for the purposes
of disclosure in the offer documents.
MD or Managing The Managing Director of our Company being Shravan Suthar.
Director
MOA/ Memorandum of Association of our Company, as amended from time to time.
Memorandum/
Memorandum of
Association
Nomination and The nomination and remuneration committee of our Company constituted in
Remuneration accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of
Committee the SEBI (LODR) Regulations vide Board resolution dated January 06, 2023.
Non- Executive A Director not being an Executive Director or an Independent Director.
Director
A person resident outside India, as defined under FEMA Regulation and who is a
NRIs / Non-Resident citizen of India or a Person of Indian Origin under Foreign Exchange Management
Indians (Transfer or Issue of Security by a Person Resident Outside India) Regulations,
2000 as amended from time to time.
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability
Person or Persons
company, joint venture, or trust or any other entity or organization validly
constituted and/or incorporated in the jurisdiction in which it exists and operates,
as the context requires.
Promoter Selling Shravan Suthar
Shareholder/Selling
Shareholder
RBI Act The Reserve Bank of India Act, 1934 as amended from time to time.
Registered Office of 301, Jaisingh Commonspace, Dayal Das Road, FP362, W.E. Highway, Vile Parle
our Company (East), Mumbai – 400 057, Maharashtra, India.
Reserve Bank of Reserve Bank of India constituted under the RBI Act

2
 Terms Description
India/RBI
RoC / Registrar of Registrar of Companies, Mumbai, Maharashtra located at 100, Everest, Marine
Companies Drive, Mumbai-400002, Maharashtra.
The restated Financial Statements of our Company for the financial years ended
March 31, 2024, March 31, 2023 and March 31, 2022, which comprises the
“Restated Financial
restated balance sheet, the restated statement of profit and loss and the restated
Statements” or
cash flow statement, together with the annexures and notes thereto, which have
“Restated Financial
been prepared in accordance with the Companies Act, Indian GAAP, and restated
Information” or
in accordance with the SEBI ICDR Regulations, as amended and the Guidance
“Financial
Note on “Reports in Company Prospectuses (Revised 2019)” issued by the
Information”
Institute of Chartered Accountants of India, as amended.

Securities and Exchange Board of India constituted under the SEBI Act.
SEBI
Securities and Exchange Board of India Act, 1992, as amended from time to time.
SEBI Act
SEBI (ICDR) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
Regulations/ICDR amended, including amendments, instructions and clarifications issued by SEBI
Regulations/ from time to time.
Regulation
SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations or SEBI Takeover) Regulations, 2011, as amended from time to time.
(SAST) Regulations
SEBI (Foreign Securities Exchange Board of India (Foreign Venture Capital Investor)
Venture Capital Regulations, 2000 as amended from time to time.
Investor)
Regulations
The Securities and Exchange Board of India (Prohibition of Insider Trading)
SEBI Insider Regulations, 2015 as amended, including instructions and clarifications issued by
Trading Regulations SEBI from time to time.

SEBI Listing The Securities and Exchange Board of India (Listing Obligation and Disclosure
Regulations, 2015 / Requirements) Regulations, 2015 as amended, including instructions and
SEBI Listing clarifications issued by SEBI from time to time.
Regulations / Listing
Regulations / SEBI
(LODR) Regulations
SEBI (PFUTP) SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities
Regulations / Markets) Regulations, 2003
PFUTP Regulations
Senior Management of our company in terms of Regulation 2 (1) (bbbb) of the
Senior Management SEBI (ICDR) Regulation, 2018, as identified in the Chapter titled “Our
Management” beginning on page 142
Stakeholders The holders of the Equity Shares from time to time.
The committee of the Board of Directors constituted as the Company’s
Stakeholders’
Stakeholders’ Relationship Committee in accordance with Section 178(5) of the
Relationship
Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations vide
Committee
Board resolution dated January 06, 2023.
Unless the context requires otherwise, refers to, Emerge platform of National
Stock Exchange
Stock Exchange of India Limited.
Sub- accounts registered with SEBI under the Securities and Exchange Board of
Sub- Account India (Foreign Institutional Investor) Regulations, 1995, other than sub- accounts
which are foreign corporate or foreign individuals.
Subscribers to MOA Initial Subscribers to the MOA & AOA being Shravan Suthar and Lalit Suthar.
Whole time Director Whole-time director of our Company, namely Lalit Suthar.

Offer Related Terms

Terms Description
Abridged Abridged Prospectus to be issued as per SEBI ICDR Regulations and appended to
Prospectus the Application Form.

3
 Terms Description
Acknowledgement The slip or document issued by the Designated Intermediary to an Applicant as proof
Slip of registration of the Application.
Allot / Allotment / Unless the context otherwise requires, allotment of the Equity Shares pursuant to the
Allotted Fresh Issue and transfer of the offered shares pursuant to the Offer for Sale of the
Equity Shares, in each case to the successful Applicants.
Note or advice or intimation of Allotment sent to the Applicants who have been
Allotment Advice allotted Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange.
Allottee (s) The successful applicant to whom the Equity Shares are being / have been allotted
A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the
Anchor Investor
Red Herring Prospectus and who has Bid for an amount of at least ₹ 200 lakhs.

The price at which Equity Shares will be allocated to the Anchor Investors in terms
of the Red Herring Prospectus and the Prospectus, which will be decided by our
Anchor Investor
Company and Promoter Selling Shareholder in consultation with the Book Running
Allocation Price
Lead Manager during the Anchor Investor Bid/Offer Period.

The application form used by an Anchor Investor to make a Bid in the Anchor
Anchor Investor Investor Portion, and which will be considered as an application for Allotment in
Application Form terms of the Red Herring Prospectus and the Prospectus.

The day, being one Working Day prior to the Bid/Offer Opening Date, on which
Anchor Investor Bids by Anchor Investors shall be submitted, prior to and after which the Book
Bidding Date Running Lead Manager will not accept any Bids from Anchor Investor, and
allocation to Anchor Investors shall be completed.
The final price at which the Equity Shares will be Allotted to Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which price will be equal
Anchor Investor to or higher than the Offer Price but not higher than the Cap Price. The Anchor
Offer Price Investor Offer Price will be decided by our Company and Promoter Selling
Shareholder, in consultation with the BRLM.

The final price at which the Equity Shares will be Allotted to Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which price will be equal
Anchor Investor to or higher than the Offer Price but not higher than the Cap Price. The Anchor
Offer Price Investor Offer Price will be decided by our Company and Promoter Selling
Shareholder, in consultation with the BRLM.

With respect to Anchor Investor(s), the Anchor Investor Bidding Date, and, in the
Anchor Investor event the Anchor Investor Allocation Price is lower than the Offer Price a date being,
Pay – in Date not later than two Working Days after the Bid/Offer Closing Date.

Up to 60% of the QIB Portion, which may be allocated by our Company and
Promoter Selling Shareholder, in consultation with the BRLM, to Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations, out of which
Anchor Investor
one third shall be reserved for domestic Mutual Funds, subject to valid Bids being
Portion
received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations.

Any prospective investor who makes an application pursuant to the terms of the Red
Applicant /
Herring Prospectus and the Application form.
Investor
The amount at which the Applicant makes an application for the Equity Shares
Application
of our Company in terms of this Red Herring Prospectus.
Amount
The form, whether physical or electronic, used by an Applicant to make an
application, which will be considered as the application for Allotment for purposes
Application Form
of this Red Herring Prospectus.

4
 Terms Description
An application, whether physical or electronic, used by ASBA Bidders to make a
Applications Bid and authorising an SCSB to block the Bid Amount in the relevant ASBA
Supported by Account and will include applications made by UPI Bidders using the UPI
Blocked Amount Mechanism where the Bid Amount will be blocked upon acceptance of UPI Mandate
or ASBA Request by UPI Bidders using the UPI Mechanism.

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
ASBA Account in the relevant ASBA Form and includes the account of a UPI Bidder which is
blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder.

ASBA Bidder All Bidders except Anchor Investors.

An application form, whether physical or electronic, used by ASBA Bidders, to
submit Bids through the ASBA process, which will be considered as the application
ASBA Form
for Allotment in terms of the Red Herring Prospectus and the Prospectus.

ASBA / Locations at which ASBA Applications can be uploaded by the SCSBs, namely
Location(s) / Mumbai, New Delhi, Chennai, Kolkata and Hyderabad.
Specified Cities
Banker to the Banks which are clearing members and registered with SEBI as Bankers to an Offer
Offer/ Public and with whom the Public Offer Account will be opened, in this case being ICICI
Offer Bank/ Bank Limited.
Refund Banker
Agreement dated March 14, 2024 entered into amongst the Company, Promoter
Banker to the
Selling Shareholder, Book Running Lead Manager, the Registrar and the Banker of
Offer Agreement
the Offer.
The basis on which the Equity Shares will be Allotted, described in “Offer
Basis of Allotment
Procedure” on page 214 of this Red Herring Prospectus.
An indication to make an bid/offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor Bidding
Date by an Anchor Investor, pursuant to the submission of a Bid cum Application
Bid
Form, to subscribe to or purchase the Equity Shares at a price within the Price Band,
including all revisions and modifications thereto as permitted under the SEBI ICDR
Regulations in terms of the Red Herring Prospectus and the Bid cum Application
Form. The term “Bidding” shall be construed accordingly.
Any investor who makes a Bid pursuant to the terms of the Red Herring Prospectus
Bidder and the Bid cum Application Form, and unless otherwise stated or implied, includes
an Anchor Investor.
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
Bid Amount
number of Equity Shares Bid for by such RIBs and mentioned in the Bid cum
Application Form and payable by the Bidder or blocked in the ASBA Account of the
ASBA Bidder, as the case may be, upon submission of the Bid.
An application form (with and without the use of UPI, as may be applicable), whether
Bid cum
physical or electronic, used by ASBA Bidders, which will be considered as the
Application Form
application for Allotment in terms of the Prospectus.
Bid Lot 2,000 Equity Shares and in multiples of 2,000 Equity Shares thereafter.
The date on which the Syndicate, the Designated Branches and the Registered
Brokers shall not accept the Bids, which shall be notified in All editions of the
English national newspaper i.e. Financial Express, All editions of the Hindi national
Bid/ Offer Closing
newspaper i.e. Jansatta, and Marathi Regional newspaper i.e. Navshakti, each with
Date
wide circulation, and in case of any revision, the extended Bid/ Offer closing Date
also to be notified on the website and terminals of the Syndicate and SCSBs, as
required under the SEBI ICDR Regulations.
The date on which the Syndicate, the Designated Branches and the Registered
Brokers shall start accepting Bids, which shall be notified in All edition of the
Bid/ Offer English national newspaper [Link] Express, All edition of the Hindi national
Opening Date newspaper i.e. Jansatta, and Marathi Regional newspaper i.e. Navshakti, each with
wide circulation, and in case of any revision, the extended Bid/ Offer Opening Date
also to be notified on the website and terminals of the Syndicate and SCSBs, as

5
 Terms Description
required under the SEBI ICDR Regulations.
The period between the Bid/ Offer Opening Date and the Bid/ Offer Closing Date,
Bid/ Offer Period inclusive of both days, during which Bidders can submit their Bids, including any
revisions thereof.
Centres at which the Designated intermediaries shall accept the ASBA Forms, i.e
Bidding/Collectio Designated SCSB Branch for SCSBs, specified locations for syndicate, broker centre
n Centres for registered brokers, designated RTA Locations for RTAs and designated CDP
locations for CDPs.
The book building process, as described in Part A, Schedule XIII of the SEBI ICDR
Book Building
Regulations, in terms of which the Offer will be made.
Process
Book Running The Book Running Lead Manager to the Offer, namely Expert Global Consultants
Lead Manager or Private Limited (“EGCPL”).
BRLM
Broker centres notified by the Stock Exchanges, where the Applicants can submit
the Application Forms to a Registered Broker. The details of such Broker Centers,
Broker Centres
along with the names and contact details of the Registered Brokers are available on
the websites of the Stock Exchange.
Monday to Friday (except public holidays).
Business Day
The Note or advice or intimation sent to each successful Applicant indicating the
CAN or
Equity which will be allotted, after approval of Basis of Allotment by the designated
Confirmation of
Stock Exchange.
Allocation Note
The higher end of the Price Band, i.e. ₹ [●] per Equity Share, above which the Offer
Cap Price Price and the Anchor Investor Offer Price will not be finalised and above which no
Bids will be accepted, including any revisions thereof.
Agreement to be entered into and amongst our Company, Promoter Selling
Cash Escrow and
Shareholder, the Registrar to the Offer, the Book Running Lead Manager, the
Sponsor Bank
Syndicate Members, the Escrow Collection Bank(s), Public Offer Bank(s), Sponsor
Agreement /
Bank and Refund Bank(s) in accordance with UPI Circulars, for inter alia, the
Banker to the
appointment of the Sponsor Bank in accordance, for the collection of the Bid
Offer Agreement /
Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s)
Sponsor Bank
and where applicable, refunds of the amounts collected from Bidders, on the terms
Agreement
and conditions thereof.
Client Identification Number maintained with one of the Depositories in relation to
Client Id demat account.

A depository participant as defined under the Depositories Act, 1996, registered with
Collecting
SEBI and who is eligible to procure Applications at the Designated CDP Locations
Depository
in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015,
Participant or
issued by SEBI.
CDP
Controlling Such branches of the SCSBs which coordinate with the BRLM, the Registrar to the
Branches of the Offer and the Stock Exchange.
SCSBs
The Offer Price, as finalized by our Company and Promoter Selling Shareholder, in
consultation with the Book Running Lead Manager which shall be any price within
Cut-off Price the Price Band. Only Retail Individual Bidders Bidding in the Retail Portion, are
entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-
Institutional Bidders are not entitled to Bid at the Cut-off Price.
Demographic The demographic details of the Applicants such as their Address, PAN, Occupation
Details and Bank Account details.
A depository registered with SEBI under the Securities and Exchange Board of India
Depository /
(Depositories and Participants) Regulations, 1996 as amended from time to time,
Depositories
being NSDL and CDSL.
Depository A Depository Participant as defined under the Depositories Act, 1996.
Participant / DP
Such centres of the CDPs where Bidders can submit the Bid cum Application Forms.
Designated CDP
The details of such Designated CDP Locations, along with names and contact details
Locations
of the Collecting Depository Participants eligible to accept Bid cum Application

6
 Terms Description
Forms are available on the website of the Stock Exchange ([Link]) and
updated from time to time.
The date on which the Escrow Collection Bank(s) transfer funds from the Escrow
Account(s) to the Public Offer Account(s) or the Refund Account(s), as the case may
be, and/or the instructions are issued to the SCSBs (in case of UPI Bidders using the
UPI Mechanism, instruction issued through the Sponsor Bank) for the transfer of
Designated Date amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer
Account(s) or the Refund Account(s), as the case may be, in terms of the Red Herring
Prospectus and the Prospectus after finalization of the Basis of Allotment in
consultation with the Designated Stock Exchange, following which Equity Shares
will be Allotted in the Offer.
An SCSB’s with whom the bank account to be blocked, is maintained, a syndicate
Designated member (or sub-syndicate member), a Stock-Broker registered with recognized
Intermediaries/ Stock Exchange, a Depositary Participant, a registrar to an offer and share transfer
Collecting Agent agent (RTA) (whose names is mentioned on website of the stock exchange as eligible
for this activity).
Such locations of the CDPs where Applicant can submit the Application Forms to
Collecting Depository Participants. The details of such Designated CDP Locations,
Designated CDP
along with names and contact details of the Collecting Depository Participants
Locations
eligible to accept Application Forms are available on the websites of the Stock
Exchange i.e. [Link].
Such locations of the RTAs where Applicant can submit the Application Forms to
Designated RTA RTAs. The details of such Designated RTA Locations, along with names and contact
Locations details of the RTAs eligible to accept Application Forms are available on the website
of the Stock Exchange i.e. [Link].
Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA
Forms submitted by RIIs where the Application Amount will be blocked upon
Designated SCSB
acceptance of UPI Mandate Request by such RII using the UPI Mechanism), a list
Branches
of which is available on the website of SEBI at Intermediaries [[Link]] or
at such other website as may be prescribed by SEBI from time to time.
National Stock Exchange of India Limited (NSE) (SME Platform of NSE i.e. NSE
Designated Stock
EMERGE).
Exchange
DP Depository Participant.
DP ID Depository Participant’s Identity.
The draft red herring prospectus dated September 30, 2023, filed with Stock
Draft Red Herring Exchange and issued in accordance with the SEBI ICDR Regulations, which does
Prospectus or not contain complete particulars of the Offer, including the price at which the Equity
DRHP Shares are issued and the size of the Offer, and includes any addenda or corrigenda
thereto.
A Non-Resident Indian in a jurisdiction outside India where it is not unlawful to make
Eligible NRI(s) an Offer or invitation under the Offer and in relation to whom this Red Herring
Prospectus will constitute an invitation to subscribe for the Equity Shares.
QFIs from such jurisdictions outside India where it is not unlawful to make an Offer
or invitation under the Offer and in relation to whom the Red Herring Prospectus
Eligible QFIs
constitutes an invitation to purchase the Equity shares issued thereby and accounts
with SEBI registered qualified depositary participants.
The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow
Escrow Account(s) Collection Bank(s) and in whose favour Anchor Investors will transfer money through
direct credit/ NEFT/ RTGS/NACH in respect of Bid Amounts when submitting a Bid.
The banks which are clearing members and registered with SEBI as bankers to an
Escrow Collection
offer under the BTI Regulations, and with whom the Escrow Account(s) will be
Bank(s)
opened, in this case being ICICI Bank Limited.
The Bidder whose name shall be mentioned in the Bid cum Application Form or the
First Bidder 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.
The lower end of the Price Band, i.e., ₹ [●] subject to any revision(s) thereto, at or
above which the Offer Price and the Anchor Investor Offer Price will be finalized and
Floor Price
below which no Bids, will be accepted and which shall not be less than the face value
of the Equity Shares.

7
 Terms Description
Equity Shares Equity Shares of our Company of face value ₹10 each.
Electronic Transfer Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
of Funds
FII/ Foreign Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)
Institutional Regulations, 1995, as amended) registered with SEBI under applicable laws in India.
Investors
Fresh issue of 42,00,000 Equity Shares aggregating up to ₹ [●] lakhs to be issued by
Fresh Issue
company pursuant to the Offer.
First/ Sole The Applicant whose name appears first in the Application Form or Revision Form.
Applicant
Foreign Venture Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
Capital Investors Venture Capital Investor) Regulations, 2000.
A Foreign Portfolio Investor who has been registered pursuant to the of Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, provided
FPI / Foreign
that any FII or QFI who holds a valid certificate of registration shall be deemed to be
Portfolio Investor
a foreign portfolio investor till the expiry of the block of three years for which fees
have been paid.
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the
Offender Fugitive Economic Offenders Act, 2018 as amended from time to time.
Foreign Venture Capital Funds (as defined under the Securities and Exchange Board
Foreign Venture
of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under
Capital Fund
applicable laws in India.
The General Information Document for investing in public issues prepared and issued
in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March
General
17, 2020 and the circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
Information
2020, as amended by SEBI from time to time and the UPI Circulars. The General
Document/GID
Information Document shall be available on the website of the Stock Exchange and
Book Running Lead Manager.
Gross Proceeds The total Offer Proceeds to be raised pursuant to the Offer.

The present paid-up capital of our Company is ₹ 12,42,77,010 and we are proposing
Offer / Public Offer Offer of 60,00,000 equity shares of face value of ₹ 10 each (“equity shares”) of the
/ Offer size/ Initial Company for cash at a price of ₹ [●] per equity share (including a share premium of
Public Offer / ₹ [●] per equity share) (“offer price”) aggregating up to ₹ [●] lakhs comprising a fresh
Initial Public Offer issue of 42,00,000 equity shares aggregating up to ₹ [●] lakhs by our company (“fresh
/ Initial Public issue”) and an offer for sale of 18,00,000 equity shares aggregating up to ₹ [●] lakhs
Offering / IPO by our promoter selling shareholder.

The Agreement dated September 28, 2023 entered amongst our Company, Selling
Offer Agreement Shareholder and the Book Running Lead Manager, pursuant to which certain
arrangements are agreed to in relation to the Offer.
₹ [●] per Equity Share, being the final price within the Price Band at which the Equity
Shares will be Allotted to successful Bidders other than Anchor Investors. Equity
Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms
Offer Price of the Red Herring Prospectus. The Offer Price will be decided by our Company and
Promoter Selling Shareholder, in consultation with the Book Running Lead Manager,
in accordance with the Book Building Process on the Pricing Date and in terms of the
Red Herring Prospectus
Proceeds to be raised by our Company through this Offer, for further details please
Offer Proceeds
refer chapter titled “Objects of the Offer” page 87 of this Red Herring Prospectus.
Promoter Selling Shravan Suthar
Shareholder
Unless the context specifies otherwise, this means the Equity Listing Agreement to be
Listing Agreement signed between our Company and Emerge platform of National Stock Exchange of
India Limited.
The Market lot and Trading lot for the Equity Share is 2,000 and in multiplesof 2,000
Lot Size thereafter; subject to a minimum allotment of 2,000 Equity Shares to the successful
applicants.
Mutual funds registered with SEBI under the Securities and Exchange Board of India
Mutual Funds (Mutual Funds) Regulations, 1996, as amended from time to time.

8
 Terms Description
Member Brokers of NSE who are specifically registered as Market Makers with the
Market Maker
NSE Emerge Platform. In our case, Globalworth Securities Limited.
Market Making The Market Making Agreement dated March 14, 2024 between our Company, BRLM
Agreement and Market Maker.
Market Maker The reserved portion of 3,00,000 Equity Shares of ₹ 10 each at an Offer price of ₹ [●]
Reservation each aggregating to ₹ [●] lakhs to be subscribed by Market Maker in this offer.
Portion
Aggregate of 20% of the fully diluted post-offer Equity Share capital of our Company
Minimum held by our Promoters which shall be provided towards minimum promoter’s
Promoter’s contribution of 20% and locked in for a period of three years from the date of
Contribution Allotment.

The mobile applications listed on the website of SEBI at [Link] or such

Mobile App(s) other website as may be updated from time to time, which may be used by RIIs to
submit Applications using the UPI Mechanism.
Initial public offer of 60,00,000 Equity Shares for cash at a price of ₹ [●] per Equity
Share (including a share premium of ₹ [●] per equity share) aggregating to ₹ [●]
Net Offer Lakhs. The Offer comprises of a Fresh Issue of 42,00,000 equity Shares aggregating
to ₹ [●] Lakhs and an Offer for Sale of 18,00,000 Equity Shares aggregating to ₹ [●]
Lakhs.
The Offer Proceeds received from the fresh Issue excluding Offer related expenses.
For further information on the use of Net Offer Proceeds and Offer expenses, please
Net Proceeds
refer to the chapter titled “Objects of the Offer” beginning on page 87 of this Red
Herring Prospectus.
All Applicants, including sub accounts of FIIs registered with SEBI which are foreign
Non-Institutional
corporate or foreign individuals, that are not QIBs or Retail Individual Investors and
Investors /
who have applied for Equity Shares for an amount of more than ₹ 2,00,000/- (but not
Applicant
including NRIs other than Eligible NRIs).
Non-Resident or A person resident outside India, as defined under FEMA and includes Eligible non-
NR resident Indian, Eligible QFIs, FIIs registered with SEBI, FVCIs and FPIs.
Non-Resident A person resident outside India, who is a citizen of India or a Person of Indian Origin
Indian/NRI as defined under FEMA Regulations, as amended.
NSEIL/ NSE National Stock Exchange of India Limited.
The SME platform of NSE, approved by SEBI as an SME Exchange for listing of
NSE EMERGE
equity shares Issued under Chapter IX of the SEBI ICDR Regulations.
Investors other than Retail Individual Investors. These include individual applicants
Other Investor other than retail individual investors and other investors including corporate bodies or
institutions.
A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60.00% by NRIs including overseas trusts, Overseas Corporate
Body means and includes an entity defined in which not less than 60.00% clause (xi)
of Regulation 2 of beneficial interest is irrevocably held by NRIs directly or indirectly
OCB / Overseas and the Foreign Exchange Management (Withdrawal of General Permission to
Corporate Body Overseas Corporate Bodies (OCB’s) Regulations 2003 and which was in existence on
October 3, 2003 and the date of the commencement of these Regulations and
immediately prior to such date had taken benefits under the commencement was
eligible to undertake transactions pursuant to the general permission granted to under
the Regulations. OCBs under FEMA are not allowed to invest in this Offer.
Payment through Payment through NECS, NEFT, or Direct Credit, as applicable.
electronic means
The date on which our Company and Promoter Selling Shareholder in consultation
Pricing Date
with the BRLM, will finalize the Offer Price.
Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
maximum Price of ₹ [●] per Equity Share (Cap Price) and includes revisions thereof,
if any.
Price Band
The Price Band and the minimum Bid Lot for the Offer will be decided by our
Company and Promoter Selling Shareholder, in consultation with the Book Running
Lead Manager, and will be advertised in all editions of Financial Express (a widely
circulated English national daily newspaper), all editions of Jansatta (a widely
circulated Hindi national daily newspaper) and Mumbai editions of Navshakti (a

9
 Terms Description
widely circulated Marathi daily newspaper, Marathi being the regional language of
Mumbai where our registered office is located), each with wide circulation, at least
two Working Days prior to the Bid/ Offer Opening Date, with the relevant financial
ratios calculated at the Floor Price and at the Cap Price and shall be made available to
the Stock Exchange for the purpose of uploading on their website.
The prospectus to be filed with the RoC, in accordance with the Companies Act, 2013
and the SEBI ICDR Regulations containing, amongst other things, the Offer Price that
Prospectus
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.
The ‘no-lien’ and ‘non-interest bearing’ account to be opened in accordance with
Public Offer Section 40(3) of the Companies Act, 2013, with the Public Offer Account Bank(s) to
Account receive money from the Escrow Account(s) and from the ASBA Accounts on the
Designated Date.
The portion of the Offer being not more than 50% of the Net Offer or 28,50,000 Equity
Shares, available for allocation to QIBs (including Anchor Investors) on a
proportionate basis (in which allocation to Anchor Investors shall be on a
QIB Portion
discretionary basis, as determined by our Company and Promoter Selling Shareholder
in consultation with the BRLM), subject to valid Bids being received at or above the
Offer Price.
Qualified Foreign Non-resident investors other than SEBI registered FIIs or sub-accountants or SEBI
Investor/ QFIs registered FCVIs who meet know your client requirements prescribed by SEBI.
Qualified A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional Regulations.
Buyers/ QIBs
The red herring prospectus to be issued by our Company in accordance with Section
32 of the Companies Act, 2013 and the provisions of SEBI ICDR Regulations, which
Red Herring will not have complete particulars of the price at which the Equity Shares will be
Prospectus or RHP issued and the size of the Offer, including any addenda or corrigenda thereto. The red
herring prospectus will be filed with the RoC at least three working days before the
Bid/ Offer Opening Date and will become the Prospectus upon filing with the RoC on
or after the Pricing Date.
The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Refund
Refund Account Bank(s), from which refunds, if any, of the whole or part, of the Bid Amount to the
Anchor Investors shall be made.
Refund Bank(s)/ The Bankers to the Offer with whom the Refund Accounts will be opened, in this case
Refund Banker(s) being ICICI Bank Limited.
Stock-brokers registered with SEBI under the Securities and Exchange Board of India
(Stock-Brokers and Sub Brokers) Regulations, 1992 and the stock exchanges having
Registered Brokers nationwide terminals, other than the Members of the Syndicate eligible to procure
Bids in terms of Circular No. CIR/CFD/14/2012 dated October 04, 2012, issued by
SEBI.
Registrar/ Bigshare Services Private Limited having its Corporate office at S6-2, 6th Floor,
Registrar to the Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East),
Offer/ RTA/ RTI Mumbai –400 093, Maharashtra, India
The agreement dated September 28, 2023 among our Company, Selling Shareholder
Registrar
and the Registrar to the Offer in relation to the responsibilities and obligations of the
Agreement
Registrar to the Offer pertaining to the Issue;
Reserved Category/ Categories of persons eligible for making application under reservation portion.
Categories
The portion of the Offer reserved for category of eligible Applicants as provided under
Reservation
the SEBI ICDR Regulations.
Portion
Retail Individual Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who
Investors/ RII apply for the Equity Shares of a value of not more than ₹ 2,00,000.
The portion of the Offer being not less than 35% of the Net Offer consisting of
20,00,000 Equity Shares which shall be available for allocation to Retail Individual
Retail Portion
Bidders in accordance with the SEBI ICDR Regulations, which shall not be less than
the minimum Bid Lot, subject to valid Bids being received at or above the Offer Price.
The form used by the Applicants to modify the quantity of Equity Shares in any of
Revision Form
their Application Forms or any previous Revision Form(s).

10
 Terms Description
Securities and Exchange Board of India Complaints Redress System
SEBI SCORES
In accordance with Regulation 2(1)(ccc), the Securities Contracts (Regulation) Act,
1956, the Depositories Act, 1996 and the rules and regulations made thereunder and
the general or special orders, guidelines or circulars made or issued by the Board
Securities Law
thereunder and the provisions of the Companies Act, 2013 or any previous company
law and any subordinate legislation framed thereunder, which are administered by the
Board.
The banks registered with SEBI, which offer the facility of ASBA services, (i) 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
Self-Certified [Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=34
Syndicate Bank(s) / and updated from time to time and at such other websites as may be prescribed by
SCSB(s) 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
[Link]
or such other website as updated from time to time.
SME Exchange/ The SME Platform of NSE i.e. NSE EMERGE for listing equity shares issued under
SME Platform Chapter IX of the SEBI ICDR Regulations.
Specified securities The equity shares issued through this Red Herring Prospectus/ Prospectus
Agreement dated March 14, 2024 entered into among the Company, the Book
Syndicate
Running Lead Manager, Share Escrow Agent and the Syndicate Members in relation
Agreement
to collection of Bid cum Application Forms by the Syndicate.
Intermediaries (other than Book Running Lead Manager) registered with SEBI who
Syndicate Members are permitted to accept bids, application and place orders with respect to the Offer and
carry out activities as an underwriter namely, Globalworth Securities Limited.
Syndicate or Together, the Book Running Lead Manager and the Syndicate Members.
members of the
Syndicate
Systemically Systemically important non-banking financial company as defined under Regulation
Important Non- 2(1)(iii) of the SEBI ICDR Regulations.
Banking Financial
Company or
NBFC-SI
Transaction The slip or document issued by the member(s) of the Syndicate to the Applicant as
Registration Slip/ proof of registration of the Application.
TRS
Underwriter Expert Global Consultants Private Limited
Underwriting The Agreement dated March 14, 2024 entered between the BRLM, Underwriters,
Agreement Promoter Selling Shareholder and our Company.
Unified Payments Interface (UPI) is an instant payment system developed by the
NPCI. It enables merging several banking features, seamless fund routing & merchant
UPI/ Unified
payments into one hood. UPI allows instant transfer of money between any two
Payments Interface
persons bank accounts using a payment address which uniquely identifies a person’s
bank a/c.
Collectively, individual investors applying as Retail Individual Bidders in the Retail
Portion, NIBs Bidding with an application size of more than ₹ 200,000 and up to
₹500,000 in the Non-Institutional Portion and Bidding under the UPI Mechanism.

Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 05, 2022

issued by SEBI, all individual investors applying in public issues where the
UPI Bidders application amount is up to ₹ 5,00,000 shall use UPI and shall provide their UPI ID
in the bid-cum-application form submitted with: (i) a syndicate member, (ii) a stock
broker registered with a recognized stock exchange (whose name is mentioned on the
website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as eligible
for such activity), and (iv) a registrar to an Offer and share transfer agent (whose name
is mentioned on the website of the stock exchange as eligible for such activity).
ID created on Unified Payment Interface (UPI) for single-window mobile payment
UP ID system developed by the National Payments Corporation of India (NPCI).

11
 Terms Description
The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01,
2018 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April
03, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019,
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI
circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021, SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no.
UPI Circulars
SEBI/HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022 and SEBI master circular
with circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to
the extent that such circulars pertain to the UPI Mechanism), SEBI master circular
with circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023,
SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, along
with (i) the circulars issued by the National Stock Exchange of India Limited having
reference no. 23/2022 dated July 22, 2022 and reference no. 25/2022 dated August 3,
2022; and (ii) the circulars issued by BSE Limited having reference no.20220722-30
dated July 22, 2022 and reference no.20220803-40 dated August 3, 2022; and any
subsequent circulars or notifications issued by SEBI or the Stock Exchanges in this
regard.
Identity document created on UPI for single-window mobile payment system
UPI ID developed by the NPCI.

A request (intimating the UPI Bidders by way of a notification on the UPI linked
mobile application and by way of an SMS on directing the UPI Bidders to such UPI
linked mobile application) to the UPI Bidders 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 Mandate In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated

Request June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019, RIBs Bidding using the UPI Mechanism may apply through the SCSBs and
mobile applications whose names appears on the website of the SEBI
([Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=40
) and
([Link]
mId=43) respectively, as updated from time to time.
The Application mechanism that may be used by an RII to make an Application in the
UPI Mechanism Offer in accordance the UPI Circulars to make an ASBA Applicant in the Offer.

UPPIN Password to authenticate UPI transaction.

U.S. Securities Act U.S. Securities Act of 1933, as amended.
Wilful Defaulter or A wilful defaulter or a fraudulent borrower, as defined under the SEBI ICDR
Fraudulent Regulations.
Borrower
The days on which commercial banks in Mumbai are open for business; provided
however, with reference to (i) announcement of Price Band; and (ii) Offer Period,
“Working Day” shall mean all days, excluding all Sundays, Saturdays and public
holidays, on which commercial banks in Mumbai are open for business; (iii) the time
Working Day period between the 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, including
the UPI Circulars.

Technical and Industry Related Terms & Abbreviations

12
 Terms Full Form
ADM Application Development Management
Android Mobile operating system
APAC Asia-Pacific
ATH Aluminium trihydrate
ATUFS Amended Technology Upgradation Fund Scheme
B2B Business to Business
B2C Business to Customers
CAGR Compound Annual Growth Rate
CPI Consumer Price Index
DA Data Analytics
DoS Department of Space
ER&D Engineering and R&D
EMDE Emerging market and developing economies
ESC Electronics & Computer Software Export Promotion Council
FDI Foreign Direct Investment
GBP British Pound
Gen Z Generation Z
H1 First Half of the year
H2 Second Half of the year
ICRA Investment Information and Credit Rating Agency of India Limited
ICT Information & Communication Technologies
IEC International Electrotechnical Commission
IoT Internet Of Things
IOS iPhone OS or iPhone Operating System
ISO International Organization for Standardization
ISVs Independent Software Vendors
IT Information Technology
ITES Information Technology Enabled Services
LED Light Emitting Diode
MEA Middle East and Africa
NaBFID National Bank for Financing Infrastructure and Development
Nasscom National Association of Software and Service Companies
NIOSH National Institute for Occupational Safety and Health
Niti National Institute for Transforming India
NREDCAP New & Renewable Energy Development Corporation of Andhra Pradesh Limited
OPD Outsourced Product Development
OPM Operating Profit Margin
PE-VC Private Equity and Venture Capital
PrLI Production Linked Incentive
PVA Polyvinyl Alcohol
Q Quarter
QA Quality Assurance
R&D Research & Development
SAARC South Asian Association for Regional Cooperation
SEZ Special Economic Zone
STC Strategic Technology Consulting
STPI Software Technology Parks of India
T&M Time & Material
U.A. E United Arab Emirates
US United States
USD United States Dollar
USP Unique Selling Proposition
y-o-y year-on-year

13
Conventional and General Terms or Abbreviations

Abbreviation Full Form

A/c Account
The Companies Act, 1956, as amended from time to time and/ or the Companies
Act or Companies Act
Act, 2013, with the amendments thereto to the extent applicable.
Air Act, 1981 Air (Prevention and Control of Pollution) Act, 1981
ACIT Assistant Commissioner of Income Tax
AGM Annual General Meeting
ASBA Applications Supported by Blocked Amount
AS / Accounting Accounting Standards as issued by the Institute of Chartered Accountants of India
Standard
AMT Amount
Alternative Investment Funds registered under the Securities and Exchange Board
AIF
of India (Alternative Investment Funds) Regulations, 2012, as amended.
AY Assessment Year
AOA Articles of Association
Approx Approximately
Bn Billion
BG/LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
CDSL Central Depository Services (India) Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation of Allocation Note
CA Chartered Accountant
CC Cash Credit
CIN Corporate Identity Number
CIT Commissioner of Income Tax
CS Company Secretary
CS & CO Company Secretary and Compliance Officer
CFO Chief Financial Officer
CST Central Sales Tax
Category I foreign FPIs who are registered as “Category I foreign portfolio investor” under the SEBI
portfolio investor(s) FPI Regulations
Category II foreign FPIs who are registered as “Category II foreign portfolio investor” under the SEBI
portfolio investor(s) FPI Regulations
Category III foreign FPIs who are registered as “Category III foreign portfolio investor” under the SEBI
portfolio investor(s) FPI Regulations
Companies Act/ Companies Act, 2013, to the extent in force pursuant to the notification of sections
Companies Act, 2013 of the Companies Act, 2013, along with the relevant rules made there under
Competition Act The Competition Act, 2002
Consolidated FDI Policy (Circular 1 of 2015) dated May 12, 2015 issued by the
Consolidated FDI Department of Industrial Policy and Promotion, Ministry of Commerce and
Policy Industry, Government of India, and any modifications thereto or substitutions
thereof, issued from time to time.
DIN Director Identification Number
Department of Industrial Policy and Promotion, Ministry of Commerce,
DIPP
Government of India
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996
EBITDA Earnings Before Interest, Taxes, Depreciation & Amortisation
ECS Electronic Clearing System
EPS Earnings Per Share
EGM /EOGM Extraordinary General Meeting
EXIM/ EXIM Policy Export – Import Policy
FCNR Account Foreign Currency Non-Resident Account
FIPB Foreign Investment Promotion Board
FY / Fiscal/ Financial Period of twelve months ended March 31 of that particular year, unless otherwise
Year stated

14
Abbreviation Full Form
Foreign Exchange Management Act, 1999 as amended from time to time, and the
FEMA
regulations framed there under.
FCNR Account Foreign Currency Non-Resident Account
FBT Fringe Benefit Tax
FDI Foreign Direct Investment
FIs Financial Institutions
Foreign Institutional Investors (as defined under Foreign Exchange Management
FIIs (Transfer or Issue of Security by a Person Resident outside India) Regulations,
2000) registered with SEBI under applicable laws in India
“Foreign Portfolio Investor” means a person who satisfies the eligibility criteria
prescribed under regulation 4 and has been registered under Chapter II of Securities
Foreign Portfolio
and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014,
Investor or FPIs
which shall be deemed to be an intermediary in terms of the provisions of the SEBI
Act,1992.
FTA Foreign Trade Agreement.
Foreign Venture Capital Investors registered with SEBI under the Securities and
FVCI
Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.
FV Face Value
GoI/Government Government of India
GDP Gross Domestic Product
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICWAI The Institute of Cost Accountants of India
IMF International Monetary Fund
INR Indian National Rupee
IIP Index of Industrial Production
Income Tax Act or the The Income Tax Act, 1961
I.T. Act
IT Authorities Income Tax Authorities
IT Rules Income Tax Rules, 1962, as amended, except as stated otherwise
IRDA Insurance Regulatory and Development Authority
Indian GAAP Generally Accepted Accounting Principles in India.
IPO Initial Public Offer
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
HNI High Net Worth Individual
INR / Rs./ Rupees/₹ Indian Rupees, the legal currency of the Republic of India
I.T. Act Income Tax Act, 1961, as amended from time to time
IT Authorities Income Tax Authorities
IT Rules Income Tax Rules, 1962, as amended, except as stated otherwise
IRDA Insurance Regulatory and Development Authority
KMP Key Managerial Personnel
Ltd. Limited
MoF Ministry of Finance, Government of India
MOU Memorandum of Understanding
Mn Million
Merchant Banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992
MAPIN Market Participants and Investors Database
NA Not Applicable
The aggregate of paid-up Share Capital and Share Premium account and Reserves
and Surplus (Excluding revaluation reserves) as reduced by aggregate of
Net-worth
Miscellaneous Expenditure (to the extent not written off) and debit balance of
Profit & Loss Account
NEFT National Electronic Funds Transfer
NECS National Electronic Clearing System
NAV Net Asset Value
NPV Net Present Value
NRIs Non-Resident Indians

15
Abbreviation Full Form
Non-Residents A person resident outside India, as defined under FEMA Regulations, 2000
The sections of the Companies Act, 2013 that have been notified by the
Notified Sections Government as having come into effect prior to the date of this Red Herring
Prospectus
A person resident outside India, as defined under FEMA Regulation and who is a
NRIs / Non-Resident citizen of India or a Person of Indian Origin under Foreign Exchange Management
Indians (Transfer or Issue of Security by a Person Resident Outside India) Regulations,
2000.
NRE Account Non-Resident External Account
NRO Account Non-Resident Ordinary Account
NSE National Stock Exchange of India Limited
NOC No Objection Certificate
NSDL National Securities Depository Limited
P.A. Per Annum
PF Provident Fund
PG Post-Graduate
PAC Persons Acting in Concert
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
POA Power of Attorney
PSU Public Sector Undertaking(s)
Pvt. Private
Quarter A period of 3 (three) continuous months.
ROE Return on Equity
R&D Research & Development
RONW Return on Net Worth
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
Securities and Exchange Board of India (Alternate Investments Funds)
SEBI AIF Regulations
Regulations, 2012, as amended from time to time.
Securities and Exchange Board of India (Foreign Institutional Investors)
SEBI FII Regulations
Regulations, 1995, as amended from time to time.
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
SEBI FPI Regulations
2014, as amended from time to time.
SEBI FVCI Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations Regulations, 2000, as amended from time to time.
SEBI (LODR) Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations, 2015 Requirements) Regulations, 2015.
SEBI Regulations/ Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI ICDR Requirements) Regulations, 2018 as amended from time to time
Regulations
SEBI SBEB Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations Regulations, 2014.
SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations Takeovers) Regulations, 2011
SEBI VCF Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996
Regulations as amended from time to time.
SME Small and Medium Enterprises
STT Securities Transaction Tax
Sec. Section
Sub-accounts registered with SEBI under the SEBI (Foreign Institutional Investor)
Sub-Account Regulations, 1995, other than sub-accounts which are foreign corporate or foreign
individuals.
SICA Sick Industrial Companies (Special Provisions) Act, 1985.
Unless the context requires otherwise, refers to, National Stock Exchange of India
Stock Exchange
Limited (SME Segment).
SPV Special Purpose Vehicle

16
 Abbreviation Full Form
TAN Tax Deduction Account Number
TRS Transaction Registration Slip
TIN Taxpayers Identification Number
U.A.E United Arab Emirates
U.K. United Kingdom
US/United States United States of America
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
Foreign Venture Capital Funds (as defined under the Securities and Exchange
VCF / Venture
Board of India (Venture Capital Funds) Regulations, 1996) registered with SEBI
Capital Fund
under applicable laws in India.
w.e.f. With effect from
Water Act, 1974 Water (Prevention and Control of Pollution) Act, 1974
Wilful Defaulter as defined under Regulation 2(1)(III) of the SEBI ICDR
Wilful Defaulter
Regulations
-, ( ) Represent outflow

Notwithstanding the following:

In the section titled “Main Provisions of the Articles of Association” beginning on page 248 of this Red Herring
Prospectus, defined terms shall have the meaning given to such terms in that section.

In the section titled “Financial Information” beginning on page 163 of this Red Herring Prospectus, defined terms
shall have the meaning given to such terms in that section.

In the Chapter titled “Statement of Possible Tax Benefits” beginning on page 101 of this Red Herring Prospectus,
defined terms shall have the same meaning given to such terms in that chapter.

In the section titled “Risk Factors” beginning on page 29 of this Red Herring Prospectus, defined terms shall
have the meaning given to such terms in that section.

In the chapter titled “Management’s Discussion and Analysis of Financial Position and Results of Operations”
beginning on page 166 of this Red Herring Prospectus, defined terms shall have the meaning given to such terms
in that chapter.

17
 CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL
INFORMATION AND MARKET DATA

Certain Conventions

All references to “India” in this Red Herring Prospectus are to the Republic of India and its territories and
possession and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.

All references to the “US”, “U.S.” “USA” or “United States” are to the United States of America and its territories
and possessions.

Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers of
this Red Herring Prospectus.

Financial Data

Unless the context otherwise requires or indicates, the financial information (including financial ratios) and any
percentage amounts (excluding certain operational metrics), as set forth in “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 29, 114 and
166, respectively, and elsewhere in this Red Herring Prospectus have been derived from our Restated Financial
Statements.

The restated Financial Statements of our Company, for the Financial Years ended March 31, 2024, 2023 and 2022
prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI
ICDR Regulations; and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India, as amended from time to time (the “Guidance Note”), comprising the
restated statement of assets and liabilities a for the Financial Years ended 2024, 2023 and 2022, the restated
statements of profit and loss (including other comprehensive income), the restated statement of changes in equity,
the restated cash flow statement for the Financial Years ended 2024, 2023 and 2022, the summary statement of
significant accounting policies, and other explanatory information.

For further information on our Company’s financial information, see “Financial Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 163 and 166, respectively.

Our Company’s financial year commences on April 1 and ends on March 31 of next year; accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12 months period ended on March 31
of that calendar year. Reference in this Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year
is to the 12 months ended on March 31 of such year, unless otherwise specified.

There are significant differences between Indian GAAP, the International Financial Reporting Standards (“IFRS”)
and the Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). Accordingly,
the degree to which the Indian GAAP financial statements included in this Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practice
and Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Red Herring Prospectus should accordingly be limited. We have not attempted to
explain those differences or quantify their impact on the financial data included herein, and we urge you to consult
your own advisors regarding such differences and their impact on our financial data.

Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and elsewhere in the Red Herring Prospectus unless otherwise
indicated, have been calculated on the basis of the Company‘s restated financial statements prepared in accordance
with the applicable provisions of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR)
Regulations, as stated in the report of our Peer Review Auditor, set out in section titled “Financial Information”
beginning on page 163 of this Red Herring Prospectus.

For additional definitions used in this Red Herring Prospectus, see the section “Definitions and Abbreviations” on
page 1 of this Red Herring Prospectus. In the section titled “Description of Equity Shares and Terms of the Articles
of Association”, on page 248 of this Red Herring Prospectus defined terms have the meaning given to such terms
in the Articles of Association of our Company.

Currency and Units of Presentation

18
 All references to:

➢ “Rupees” or “INR” or “Rs.” Or “₹” are to the Indian Rupee, the official currency of India;
➢ “USD” or “US$” or “$” or “U.S. Dollar” are to the United States Dollar, the official currency of the United States
of America.

Our Company has presented certain numerical information in this Red Herring Prospectus in “Lakhs” units. One
Lakh represents 1,00,000. In this Red Herring Prospectus, any discrepancies in any table between the total and the
sums of the amounts listed are due to rounding off. All figures derived from our Financial Statements in decimals
have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal
places.

Use of Industry & Market Data

Unless stated otherwise, industry and market data and forecast used throughout the Red Herring Prospectus was
obtained from internal Company reports, data, websites, Industry publications report as well as Government
Publications. Industry publication data and website data generally state that the information contained therein has
been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying
assumptions are not guaranteed, and their reliability cannot be assured.

Although, we believe industry and market data used in the Red Herring Prospectus is reliable, it has not been
independently verified by us or the BRLM or any of their affiliates or advisors. Similarly, internal Company reports
and data, while believed by us to be reliable, have not been verified by any independent source. 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 market and industry sources. In accordance with the SEBI (ICDR)
Regulations, the section titled “Basis for Offer Price” on page 94 of the Red Herring Prospectus includes
information relating to our peer group companies. Such information has been derived from publicly available
sources, and neither we, nor the BRLM, have independently verified such information.

19
 FORWARD LOOKING STATEMENTS

This Red Herring Prospectus contains certain statements which are not statements of historical fact and may be
described as “forward-looking statements”. These forward-looking statements include statements which can
generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”,
“could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek
to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements
that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. All
statements regarding our expected financial conditions, results of operations, business plans and prospects are
forward-looking statements. These forward-looking statements include statements as to our business strategy,
plans, revenue and profitability (including, without limitation, any financial or operating projections or forecasts)
and other matters discussed in this Red Herring Prospectus that are not historical facts. However, these are not the
exclusive means of identifying forward-looking statements.

These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties, expectations and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally which have an impact on our business activities,
investments, or the industry in which we operate, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the
performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes,
changes in competition in the industry in which we operate and incidents of any natural calamities and/or acts of
violence. Certain important factors that could cause actual results to differ materially from our Company’s
expectations include, but are not limited to, the following:

1. We are dependent on a few customers for a major part of our revenues. Further we do not enter into long-
term arrangements with our customers and any failure to continue our existing arrangements could adversely
affect our business and results of operations.
2. We do not have long term agreements with suppliers for our raw materials and an increase in the cost of or a
shortfall in the availability of such raw materials could have an adverse effect on our business, results of
operations and financial condition.
3. Under-utilization of our production capacities could have an adverse effect on our business, future prospects
and future financial performance.
4. The majority of our operative income is derived from the domestic market and any adverse developments in
this market could adversely affect our business.
5. We do not enter into long-term arrangements with our distributors and any failure to continue our existing
arrangements could negatively affect our business and results of operations.
6. Our Company, its Promoters and our Directors are party to certain legal proceedings. Any adverse outcome
in such proceedings may have an adverse impact on our reputation, business, financial condition, results of
operations and cash flows.
7. Our contingent liabilities as stated in our Restated Financial Statements could affect our financial condition
8. We may not be able to identify or effectively respond to evolving preferences, expectations or trends in a
timely manner and a failure to derive the desired benefits from our product development efforts may impact
our competitiveness and profitability
9. Our Manufacturing Facility is located in Vapi, Gujarat and therefore, any localized social unrest, natural
disaster or breakdown of services or any other natural disaster in Gujarat or any disruption in production at,
or shutdown of, our manufacturing unit could have material adverse effect on our business and financial
condition.
10. We have not received consents and information pertaining to certain Promoter Group members which are
required to be disclose in relation to the promoter Group in the Red Herring Prospectus. Therefore, the
disclosure made in the RHP are limited to the information available in the public domain.

Forward-looking statements reflect the current views of our Company 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,
assumptions, current plans, estimates and expectations, which in turn are based on currently available information.

20
Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any
of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions
could be incorrect.

Neither our Company, our Directors, our Promoters, the Book Running Lead Manager, the Syndicate Members
nor any of their respective affiliates or advisors have any obligation to update or otherwise revise any statements
reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the
underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company
will ensure that investors in India are informed of material developments pertaining to our Company and the Equity
Share forming part of the Offer from the date of this Red Herring Prospectus until the time of the grant of listing
and trading permission by the Stock Exchange.

21
 SECTION II – SUMMARY OF OFFER DOCUMENT

PRIMARY BUSINESS OF THE COMPANY

We are engaged in the business of manufacturing of solid surface material, which is sold across India, through
an extensive distribution network of distributors and direct customers and also exported to various countries such
as Dubai, Qatar, Greece, Sri Lanka. We operate through two brands namely LUXOR® and ASPIRON®, which
provide a wide range of solid surfaces known for their aesthetics and performance. Our LUXOR ® brand offers
Acrylic UV Solid Surfaces, while ASPIRON® offers Modified Solid Surfaces.

For detailed information on our business activities, please refer to section titled “Our Business” on page 114 of
this Red Herring Prospectus.

SUMMARY OF INDUSTRY IN WHICH THE COMPANY IS OPERATING

The most recent research report on the global “Corian Acrylic Solid Surface Market” from 2023 to 2029 offers
a comprehensive overview of the market, highlighting current trends, demand, and recent advancements that are
anticipated to impact market growth in the near future. The report delves into various aspects including new
business opportunities, pricing, revenue generation, gross margin, market size, market share, growth potential,
and upcoming strategies employed by leading players. Additionally, it provides detailed profiles of major
companies operating in the market, with a focus on market size for different product types (Casting Molding
Solid Surface, Extrusion Molding Solid Surface), applications (Hospitals, Hotels), and geographical regions.
The report also analyses the competitive landscape, current status, and emerging trends in the industry.

For detailed information on our business activities, please refer to section titled “Industry Overview” on page
114 of this Red Herring Prospectus.

NAME OF THE PROMOTERS

The Promoters of our Company is Shravan Suthar and Lalit Suthar. For detailed information on our Promoters
and Promoter Group, please refer to section titled “Our Promoters and Promoter Group” on page 156 of this
Red Herring Prospectus.

SIZE OF THE OFFER

Initial public offer of 60,00,000 equity shares of face value of ₹ 10 each (“equity shares”) of the Company for
cash at a price of ₹ [●] per equity share (including a share premium of ₹ [●] per equity share) (“offer price”)
aggregating up to ₹ [●] lakhs comprising a fresh issue of 42,00,000 equity shares aggregating up to ₹ [●] lakhs
by our company (“fresh issue”) and an offer for sale of 18,00,000 equity shares aggregating up to ₹ [●] lakhs by
Promoter Selling Shareholder.

Sr. No. Name of Promoter Maximum Number of Date of Promoter

Selling Shareholder Offered Shares(1)(2) Selling Shareholder’s
Consent Letter
1. Shravan Suthar 18,00,000 Equity shares September 01, 2023
(1) The Offer has been authorised by a resolution of our Board dated September 01, 2023. Our Shareholders have
authorised the Fresh Issue pursuant to a special resolution dated September 21, 2023. Further, our Board has
taken on record the approval for the Offer for Sale by the Promoter Selling Shareholder pursuant to its resolution
dated September 01, 2023.
(2) The Equity Shares being offered by the Promoter Selling Shareholder have been held for a period of at least one
year immediately preceding the date of filing this Red Herring Prospectus with SEBI and are eligible for being
offered for sale pursuant to the Offer in terms of the SEBI ICDR Regulations. For further information, see
“Capital Structure” beginning on page 71
.

OBJECTS OF THE OFFER

Our Company proposes to utilize the proceeds from the Fresh Issue towards funding the following objects and
achievethe benefits of listing on EMERGE platform of National Stock Exchange of India Limited:

22
 Sr. Particulars (₹ in
No. lakhs)
1 Part finance to meet the working capital requirements 1,750.00
2 General Corporate Purposes 600.00
3 Issue Related Expenses in relation to Fresh Issue 500.00
Total 2850.00

For detailed information on the “Objects of the issue”, please refer on page 87 of this Red Herring Prospectus.

AGGREGATE PRE-OFFER SHAREHOLDING OF THE PROMOTERS & PROMOTER GROUP

AND PROMOTER SELLING SHAREHOLDER AS A PERCENTAGE OF THE PAID-UP SHARE
CAPITAL OF OUR COMPANY

Aggregate Pre-Offer Shareholding of the Promoters & Promoter Group and Promoter Selling Shareholder are as
follows:

Particulars Pre-Offer
Number of Equity Shares Percentage (%) holding
Promoters
Shravan Suthar* 83,01,399 66.94%
Lalit Suthar 18,13,129 14.62%
Total (A) 1,01,14,528 81.56%
Promoter Group
Laxmichand Suthar 8,94,280 7.21%
Pankaj Suthar 8,26,893 6.67%
Total (B) 17,21,173 13.88%
Total (A+B) 1,18,35,701 95.44%
* Shravan Suthar is the Promoter Selling Shareholder of the Offer.

For detailed information on the “Capital Structure”, please refer on page 71 of this Red Herring Prospectus.

FINANCIAL DETAILS

The table below sets forth a summary of the Restated Financial Statements for the financial years ended March
31, 2024, 2023 and 2022:
(Amount in Lakhs except per share data)
Sr Particulars For the year ended on
No. March 31, March 31, March 31,
2024 2023 2022
1. Share Capital
1,242.77 1,240.07 14.98
2. Net worth 2,184.38 1,671.21 1,292.27
3. Revenue from operations 9,076.42 6,673.83 4,735.82
4. Profit After Tax 505.07 209.44 48.42
5. Basic Earnings Per Share (Post Bonus
Offer) 4.06 1.75 0.41
6. Diluted Earnings Per Share (Post Bonus
Offer) 4.06 1.75 0.41
7. RONW(%) 23.12% 12.53% 3.75%
8. NAV per Equity Shares (Post Bonus
Offer) 17.58 13.48 10.92
9. Total Borrowings (as per Restated) 6,070.71 3,690.93 3,929.82
For detailed information on the “Restated Financial Information”, please refer on page 163 of this Red
Herring Prospectus.

AUDITORS’ QUALIFICATIONS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE

RESTATED FINANCIAL STATEMENTS

23
No reservations, qualifications and adverse remarks have been made by our Auditors in their reports which have
not been given effect to in the Restated Financial Statements for the Financial Years ended March 31 2024,
March 31, 2023, and March 31, 2022.

OUTSTANDING LITIGATIONS

A summary of outstanding litigation proceedings involving our Company, Directors and Promoters as on the
date of this Red Herring Prospectus is provided below:

Name of Entity Criminal Tax Statutory or Disciplinary Material Aggregate

Proceedings Proceedings Regulatory actions by Civil amount
Proceedings the SEBI or Litigations involved
Stock (₹ in
Exchanges Lakhs)
against our
Promoters
Company
By the Company 1 - - - - -#
Against the - 13 - - 1 1,762.28
Company
Directors
By the Directors - - - - - -
Against the - - - - - -
Directors
Promoters
By the Promoters - - - - - -
Against the - - - - - -
Promoters
Subsidiaries
By Subsidiaries NA NA NA NA NA NA
Against NA NA NA NA NA NA
Subsidiaries
Group Companies
By Group NA NA NA NA NA NA
Companies
Against Group NA NA NA NA NA NA
Companies
#the case has been settled as the Company has received full and final payment as claimed in the said case. Since
the case is pending, a disclosure has been made for abundant precaution and the Company is in process of taking
steps for withdrawal of the said case.

For detailed information on the “Outstanding Litigations”, please refer to section titled “Outstanding Litigations
and Material Developments” on page 175 of this Red Herring Prospectus.

RISK FACTORS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any
funds in this Offer unless they can afford to take the risk of losing their investment. Investors are advised to read
the risk factors carefully before taking an investment decision in this offering. 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 offered in the Offer have neither been recommended nor approved by Securities and Exchange
Board of India. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page
29 of this Red Herring Prospectus.

CONTINGENT LIABILITIES

There are Contingent Liabilities of the Company for the financial year ended on March 31, 2024, 2023 and
2022.

a) The Company has imported Plant & Machinery under EPCG Scheme for which the company has legal obligation
to export goods within Six year from date of licenses, the details of licenses are as follows:
(₹ in lakhs)

24
 Sr No Date of Issue of License No Amount of Goods to be Amount of duty to
License Exported be paid
1 28-10-2016 0330045650 2,811.23 488.03
2 19-01-2017 0330046241 18.21 3.20
3 08-06-2017 0330047328 493.00 82.49
TOTAL 3,322.44 573.72

If the company is not able to comply with this export obligation then the Company shall be liable to pay custom
duty of ₹ 573.72/- lakhs.
The company has taken Bank Guarantee from Punjab National Bank in favor of DGFT to the tune of ₹ 73.69 lakhs
to obtain this Bank Guarantee the company has offered fixed deposit with PNB to the tune of Rs. 18.43 lakhs.

b) The Company has imported Raw Material under Advance Licenses Scheme and is under a legal obligation to
export goods within Eighteen Months from the date of license, however the company was not able to fulfil these
export obligations, hence the company has made an application to the concerned authority to extent time period to
enable it to fulfil the export obligations. This application is not yet decided upon by the concern authority. The
details of aforesaid advanced licenses are as follows:

(₹ in lakhs)
Sr No Date of issue of License No Amount of Goods Amount of duty to
License to be exported be paid
1 10-04-2017 0310812402 159.36 42.44
2 27-07-2017 0310814878 462.00 114.72
TOTAL 621.36 157.16

If the company is not able to comply with this export obligation then the company shall be liable to pay custom
duty of ₹ 157.16 lakhs.

The Company has taken Bank Guarantee from Punjab National Bank in favor of DGFT to the tune of ₹ 32.72
lakhs to obtain this Bank Guarantee the company has provided fixed deposit with PNB to the tune of ₹ 10.33 lakhs
as collateral security.

c) The Company has not taken any Group Gratuity Policy or made any provision for likely Gratuity Liabilities
which may arise in future.

RELATED PARTY TRANSACTIONS

(₹ in lakhs)
Particulars March 31, 2024 March 31, 2023 March 31, 2022
Part A: Transaction during the year/period
Borrowings Received:
Shravan Suthar 1,166.91 393.04 266.84
Lalit Suthar 121.87 72.04 9.5
Laxmichand Suthar - 24.24 31.53
Neev Furnitech 89.27 31 -
Urmila Suthar - - 2.5
Kuber Trading - 0.89 7
Pankaj Suthar 62.99 50.03 2.58

Borrowings Repaid
Shravan Suthar 650.19 367.8 528.4
Lalit Suthar 119.42 50.17 34.82
Laxmichand Suthar 46.76 22.74 8.72
Neev Furnitech 38.19 42.25 6.83
Urmila Suthar - 0.015 0.02
Kuber Trading - - 6.1
Pankaj Suthar 60.00 0.58 55.02

Managerial Remuneration

25
Particulars March 31, 2024 March 31, 2023 March 31, 2022
Lalit Suthar 18.00 18.00 -
Shravan Suthar 30.00 30.00 -

Sitting Fees
Abhishek Bansal 1.17 - -
Roxy Teniwal 1.29 - -
Narayan Uttam Samantra 1.29 - -

Salary Paid
Sunil Khalate 2.00 0.66 -
Kalpana Joshi 2.57 - -
Sejal Solanki 1.84 - -
Honey Bansal 1.38 - -

Sales:
Ardent Projects 30.33 18.71 53.16
Neev Furnitech 19.51 0.62 -

Rent:
Laxmichand Suthar 3.00 2.25 3.00
Shravan Suthar 18.00 9.30 0.60

Purchase:
Ardent Projects 6.11 28.42 0.66
Kuber Trading 252.00 - -
(₹ in lakhs)
March 31, 2024 March 31, 2023 March 31, 2022
Particulars
Closing balances at the end of year
Loans & Advances Receivable:
Lalit Suthar - 2.44 24.31
Pankaj Suthar - 2.98 52.43

Expenses Payable
Shravan Suthar 30.47 11.03 0.05
Laxmichand Suthar 3.24 - -

Salary Payable
Sunil Khalate - 0.35 -
Kalpana Joshi 0.38 - -
Sejal Solanki 0.10 - -
Honey Bansal 1.38 - -

Sitting Fees Payable

Abhishek Bansal 1.07 - -
Roxy Teniwal 1.19 - -
Narayan Uttam Samantra 1.19 - -

Debtors

26
 Ardent Projects 8.53 - 18.18
Neev Furnitech 2.33 - -

Creditors
Ardent Projects - 1.58 -
Kuber Trading 7.22 - -

Long-Term Borrowings:
Shravan Suthar 1095.95 579.23 553.98
Laxmichand Suthar 209.79 256.55 255.05
Neev Furnitech 51.59 0.5 11.77
Laxmichand Suthar HUF 32.52 32.52 32.52
Urmila Suthar 2.47 2.46 2.48
Kuber Trading - - 0.89

The following transactions were carried out with the related parties in the ordinary course of business (except
reimbursement of actual expenses):
For detailed information on the related party transactions executed by our Company, please refer “Note 24”
under chapter titled “Restated Financial Statements” beginning on page 163 of this Red Herring Prospectus.

FINANCING ARRANGEMENTS

The Promoters, members of the Promoter Group, the directors of the issuer and their relatives have not financed
the purchase by any other person of securities of our Company other than in the normal course of the business of
the financing entity during the period of six months immediately preceding the date of this Red Herring Prospectus.

WEIGHTED AVERAGE PRICE & AVERAGE COST OF ACQUISITION

Weighted average price:

Weighted average price at which the Equity Shares were acquired by our Promoters and Promoter Selling
Shareholder in the last one year: Not Applicable

Average Cost of Acquisitions of Shares

The average cost of acquisition per Equity Share by our Promoters and Promoter Selling Shareholder is set forth
in the table below:

Sr Name of Promoter/ Promoter No. of Average cost of Acquisition Price*

No Selling Shareholder Equity (in ₹ per equity share)
Shares
1. Shravan Suthar 83,01,399 11.18
2. Lalit Suthar 18,13,129 7.44
*As certified by N K Mittal & Associates, Chartered Accountants, Statutory and Peer Review Auditor by way of their
certificate dated June 7, 2024.

ISSUE OF SHARE FOR CONSIDERATION OTHER THAN CASH IN LAST ONE YEAR

Details of equity shares for consideration other than cash issued during the last one year is mentioned below,
for further details please see Chapter titled “Capital Structure” on page 71 of this Red Herring Prospectus: Not
Applicable

DETAILS OF PRE-ISSUE PLACEMENT

Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Red Herring
Prospectus until the listing of the Equity Shares.

27
SPLIT / CONSOLIDATION

Our Company has not split/consolidated equity shares during the last one year immediately preceding the date of
filing this Red Herring Prospectus except as mentioned in the Chapter titled “Capital Structure” on page 71 of
this Red Herring Prospectus.

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAW, IF ANY,

GRANTED BY SEBI

Our Company has not received any exemption from SEBI from complying with any provisions of securities laws,
as on the date of this Red Herring Prospectus.

28
 SECTION III – 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 and uncertainties described below are not the only ones
relevant to us or our Equity Shares, the industry in which we operate or to India. Additional risks and uncertainties,
not currently known to us or that we currently do not deem material may also adversely affect our business, results
of operations, cash flows and financial condition. If any of the following risks, or other risks that are not currently
known or are not currently deemed material, actually occur, our business, results of operations, cash flows and
financial condition could be adversely affected, the price of our Equity Shares could decline, and investors may
lose all or part of their investment. In order to obtain a complete understanding of our Company and our business,
prospective investors should read this section in conjunction with “Our Business”, “Industry Overview”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated
Financial Statements” beginning on pages 114, 103, 166 and 163, respectively, of this Red Herring Prospectus,
as well as the other financial and statistical and other information contained in this Red Herring Prospectus. In
making an investment decision, prospective investors must rely on their own examination of our Company and our
business and the terms of the Offer including the merits and risks involved.

Prospective investors should consult their tax, financial and legal advisors about the particular consequences of
investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. 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 contains forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including the considerations described below and elsewhere in this Red Herring Prospectus. The financial
and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors
below. However, there are risk factors the potential effects of which are not quantifiable and therefore no
quantification has been provided with respect to such risk factors. In making an investment decision, prospective
investors must rely on their own examination of our Company and the terms of the Offer, including the merits and
the risks involved. You should not invest in this Offer unless you are prepared to accept the risk of losing all or
part of your investment, and you should consult your tax, financial and legal advisors about the particular
consequences to you of an investment in our Equity Shares.

Materiality

The Risk factors have been determined and disclosed on the basis of their materiality. The following
factors have been considered for determining the materiality:

• Some events may have material impact qualitatively & quantitatively;

• Some events may not be material individually but may be found material collectively; and
• Some events may not be material at present but may be having material impact in future.

Internal Risk Factors

1. We are dependent on a few customers for a major part of our revenues. Further we do not enter into long-
term arrangements with our customers and any failure to continue our existing arrangements could
adversely affect our business and results of operations.

Our sales are concentrated to a few customers with our top 10 customers contributing 77.86%, 71.24% and
70.97% respectively, of our revenues during the Fiscal 2024, 2023 and 2022, respectively. However, there is no
direct/ indirect relationship between such entities and our Company, our Promoters, Directors, and Promoter
Group members. We presently do not have any long-term or exclusive arrangements with any of our customers
and we cannot assure you that we will be able to sell the quantities we have historically supplied to such
customers. In the event our competitors’ products offer better margins to such customers, there can be no
assurance that our customers will continue to place orders with us. Most of our transactions with our customers
are typically on a purchase order basis without any commitment for a fixed volume of business. There can also
be no assurance that our customers will place their orders with us on current or similar terms, or at all. Further,
our customers could change their business practices or seek to modify the terms that we have customarily
followed with them, including in relation to their payment terms. While we negotiate product prices and payment

29
terms with our customers, in the event our customers alter their requirements, it could have a material adverse
effect on our business growth and prospects, financial condition, results of operations and cash flows. In addition,
our customers may also cancel purchase orders at short notice or without notice, which could have an impact on
our inventory management. In the event of frequent cancellations of purchase orders, the same could have a
material adverse effect on our business, financial condition, results of operations and cash flows.

Although our Company maintains long-term relationship with our major customers, there can be no assurance
that we will continue to maintain such relationship with our customers. Further, in the event our customers
experience any delays in placing orders with us, or if they prefer to buy the products of our competitors, it could
have a material adverse effect on our business growth and prospects, financial condition, results of operations
and cash flows. Our inability to maintain our existing customer network could have a negative impact on our
sales, business growth prospects, result in slowdown of operation, financial conditions and cash flows.

2. We do not have long term agreements with suppliers for our raw materials and an increase in the cost of
or a shortfall in the availability of such raw materials could have an adverse effect on our business, results
of operations and financial condition.

Our purchases are concentrated to a few suppliers with our top 10 supplier contributing 86.18%, 84.30% and
83.50% respectively, of our purchases during the Fiscal 2024, 2023 and 2022, respectively. Production quantity
and cost of our products are dependent on our ability to source raw materials and packaging materials at acceptable
prices and maintain a stable and sufficient supply of our major raw materials. Our key raw materials include
Acrylic Resin and Aluminium Hydroxide etc. We procure majority of raw material from import and local suppliers
with whom we have no formal arrangements. There can be no assurance that we will be able to procure all of our
future raw material requirements at commercially viable prices. Furthermore, in the event that such suppliers
discontinue their supply to us or if we are unable to source quality raw material from other suppliers at competitive
prices, we may not be able to meet our production and sales targets. Interruption of, or a shortage in the supply of,
raw material may result in our inability to operate our production facilities at optimal capacities or at all, leading
to a decline in production and sales. An inability to procure sufficient quality raw material at reasonable cost, or
an inability to pass on any increases in the price of raw material to our customers could adversely affect our
business, results of operations and financial condition.

3. Under-utilization of our production capacities could have an adverse effect on our business, future
prospects and future financial performance.

As of March 2024, we are operating (double shift) out of one Unit in Moti Tambadi Dist. Valsad, near Vapi,
Gujarat with an aggregate working shed/Machinery Hall and flooring plinth area of 2247 sq. mtr out of total area
of approx. 4950 sq. mtrs. Our total production capacity is 2,40,000 sheets per year for top surfaces. Our ability to
maintain our profitability depends on our ability to optimize the product mix to support high-margin products and
products with consistent long-term demand and the demand-supply balance of our products in the principal and
target markets. In particular, the level of our capacity utilization can impact our operating results. Capacity
utilization is also affected by our product mix and the demand and supply balance.

In Fiscals 2024, 2023 and 2022, our overall capacity utilization was 71.97%, 89.17% and 78.19% respectively.
For further information, see “Our Business – Capacity and Capacity Utilization” on page 114 of this Red Herring
Prospectus. These rates are not indicative of future capacity utilization rates, which are dependent on various
factors, including demand for our products, availability of raw materials, shipping cost, our ability to manage our
inventory and improving operational efficiency. Under-utilization of our production capacities over extended
periods or significant under-utilization in the short-term could materially and adversely impact our business,
growth prospects and future financial performance.

4. The majority of our operative income is derived from the domestic market and any adverse developments
in this market could adversely affect our business.

Set forth below is the bifurcation of our revenue from operations for the periods indicated:

Fiscal 2023-24 2022-23 2021-22

Domestic 95.51% 96.98% 96.75%
Exports 4.49% 3.02% 3.25%
Total 100.00% 100.00% 100.00%

We have historically derived majority of our revenues from sales in the domestic market. In Financial Year 2023-
24, the revenue generated from sales in domestic market represented 95.51 % of our revenue from sales.

30
Accordingly, any materially adverse social, political or economic development, natural calamities, civil
disruptions, regulatory developments or changes in the policies of the central, state or local government in India
could adversely affect our manufacturing and distribution activities, result in modification of our business strategy
or require us to incur significant capital expenditure, which will in turn have a material adverse effect on our
business, financial condition, results of operations and cash flows. Further, our sales from this region may decline
as a result of increased competition, regulatory action, pricing pressures, fluctuations in the demand for or supply
of our products or services, or the outbreak of an infectious disease such as COVID-19. Our failure to effectively
react to these situations or to successfully introduce new products or services in these markets could adversely
affect our business, prospects, results of operations, financial condition, and cash flows.

5. We do not enter into long-term arrangements with our distributors and any failure to continue our
existing arrangements could negatively affect our business and results of operations.

Set forth below is the bifurcation of our revenue from operations for the periods indicated:

Particulars 2023-24 2022-23 2021-22

Distributors 64.89% 67.12% 70.31%
Direct Customers 35.11% 32.88% 29.69%
Total 100.00% 100.00% 100.00%

We majority sell all our products through our distributor network. We presently do not have any long-term or
exclusive arrangements with any of our distributors and we cannot assure you that we will be able to sell the
quantities we have historically supplied to such distributors. In the event our competitors’ products offer better
margins to such distributors or otherwise incentivizes them, there can be no assurance that our distributors will
continue to promote our products or place orders with us. Most of our transactions with our distributors are
typically on a purchase order basis without any commitment for a fixed volume of business. There can also be no
assurance that our distributors will renew their arrangements with us on current or similar terms, or at all. Further,
our distributors could change their business practices or seek to modify the terms that we have customarily
followed with them, including in relation to their payment terms. While we negotiate product prices and payment
terms with our distributors, in the event our distributors alter their requirements, it could have a material adverse
effect on our business growth and prospects, financial condition, results of operations, and cash flows. In addition,
our distributors may also cancel purchase orders at short notice or without notice, which could have an impact on
our inventory management. Termination of any of the above-mentioned arrangements or frequent cancellation of
purchase orders could have a material adverse effect on our business, financial condition, results of operations,
and cash flows.

6. Our Company, its Promoters and our Directors are party to certain legal proceedings. Any adverse
outcome in such proceedings may have an adverse impact on our reputation, business, financial condition,
results of operations and cash flows.

As on the date of filing this Red Herring Prospectus, there are outstanding legal proceedings initiated by or against
our Company, Promoters and Directors that are incidental to our business and operation. A summary of outstanding
litigation proceedings involving our Company, Promoters and Directors as on the date of this Red Herring
Prospectus is provided below:

Sr. Outstanding Litigations No. of Financial implications to the

No. Outstanding extent quantifiable
Matters (Amount in Lakhs)
1. Case against our Company
Criminal proceedings - -
Action by regulatory/statutory authorities - -
Tax proceedings 13** 1,703.83*
Material civil litigation 1 58.44##
Other Matters - -
Total 14 1,762.27
2. Cases by our Company
Material Civil Proceedings - -
#
Criminal Proceedings 1 -
Total 1 -
3. Case against our Subsidiaries/Group

31
 Sr. Outstanding Litigations No. of Financial implications to the
No. Outstanding extent quantifiable
Matters (Amount in Lakhs)
Companies
Criminal proceedings - -
Action by regulatory/statutory authorities - -
Tax proceedings - -
Material civil litigation - -
Other Matters - -
Total - -
4. Cases by our Subsidiaries/Group Companies
Material Civil Proceedings - -
Criminal Proceedings - -
Total - -
5. Cases against our Promoters
Criminal proceedings - -
Action by regulatory/statutory authorities - -
Tax proceedings - -
Material civil litigation - -
Other Matters - -
Total - -
6. Cases by our Promoters
Material Civil Proceedings - -
Criminal Proceedings - -
Total - -
7. Cases against our Directors
Criminal proceedings - -
Action by regulatory/statutory authorities - -
Tax proceedings - -
Material civil litigation - -
Other Matters - -
Total - -
8. Cases by our Directors
Material Civil Proceedings - -
Criminal Proceedings - -
Total - -
*Interest amount and such other charges/amounts may be added on continuous basis as per the provision of
Income Tax Act, 1961.
^the Company has approached the opposite party for settlement for which settlement discussion has commenced.
The opposite party has in-principally agreed to the full and final amount offered by the Company for settlement.
The Company shall take appropriate steps with the opposite party to formalize and give effect to such settlement
terms as may be agreed between the Company and the opposite party.
#the case has been settled as the Company has received full and final payment as claimed in the said case. Since
the case is pending, a disclosure has been made for abundant precaution and the Company is in process of taking
steps for withdrawal of the said case.
##
rate of Exchange as at June 10, 2024: 1 USD = Rs.83.49/-([Link])

The amounts mentioned above may be subject to additional interest/ penalties being levied by the concerned
authorities which have not been included above as not being ascertainable as on date of this Red Herring
Prospectus. We cannot assure you that these proceedings will be decided in favour of our Company, Promoters or
our Directors, as the case may be. Any adverse decision in such proceedings may render us liable to penalties and
may have a material adverse effect on our reputation, business and financial condition. Additionally, during the
course of our business we are subject to risk of litigation in relation to contractual obligations, employment and
labour laws, personal injury and property damage, etc.

32
Furthermore, if we get involved in disputes with third parties in the course of our operations such as suppliers,
customers and sub- contractors, the same may lead to legal or other proceedings and may result in substantial costs,
delays in our development and operation schedule, and the diversion of resources and management’s attention,
regardless of the outcome. We may also have disagreements with regulatory authorities in the course of our
operations, which may subject us to legal proceedings and unfavourable decisions that may result in penalties or
delay or disrupt our development and operations.

7. Our contingent liabilities as stated in our Restated Financial Statements could affect our financial
condition

Our contingent liability as on March 31, 2024, is as mentioned below. If this contingent liability materializes,
fully or partly, the financial condition of our Company could be affected.

a) We have imported Plant & Machinery under EPCG Scheme for which we have legal obligation to export
goods within Six year from date of licenses, the details of licenses are as follows:

(₹ in lakhs)
Sr No Date of Issue of License No Amount of Goods to Amount of duty to
License be Exported be paid
1 28-10-2016 0330045650 2811.23 488.03
2 19-01-2017 0330046241 18.21 3.20
3 08-06-2017 0330047328 493.00 82.49
TOTAL 3322.44 573.72

If we are not able to comply with this export obligation then the we shall be liable to pay custom duty of ₹ 573.72
lakhs.

We have taken Bank Guarantee from Punjab National Bank in favor of DGFT to the tune of ₹ 73.69 lakhs to obtain
this Bank Guarantee we have offered fixed deposit with PNB to the tune of ₹ 18.43 lakhs.

We have requested to Directorate General of Foreign Trade (DGFT) for extension through letters dated August
23, 2023 to comply with the EPCG scheme requirement. Further, we have considered it as a contingent liability
and the same has been suitably disclosed in the Restated Financial Statements.

As this contingent liability is not materialized, impact for the same has not been provided in the Restated Financials
Statements.

We have made a request to the Additional Director General of Foreign Trade for an extension as mentioned above
to meet the requisite requirement of availed benefits. However, till the date of this letter we have not received any
communication in this regard from the DGFT. In view of the above, there is no non-compliance with the scheme
/ applicable laws.

b) We have imported Raw Material under Advance Licenses Scheme and are under a legal obligation to export
goods within Eighteen Months from the date of license, however we were unable to fulfil these export obligations,
hence we have made an application to the concerned authority to extent time period to enable it to fulfil the export
obligations. This application is not yet decided upon by the concern authority. The details of aforesaid advanced
licenses are as follows:
(₹ in lakhs)
Sr No Date of issue of License No. Amount of Goods Amount of duty to
License to be exported be paid
1 10-04-2017 0310812402 159.36 42.44
2 27-07-2017 0310814878 462.00 114.72
TOTAL 621.36 157.16

If we are not able to comply with this export obligation then we shall be liable to pay custom duty of ₹ 157.16
lakhs.

We have taken Bank Guarantee from Punjab National Bank in favor of DGFT to the tune of ₹ 32.72 lakhs to obtain
this Bank Guarantee we have provided fixed deposit with PNB to the tune of ₹ 10.33 lakhs as collateral security.

c) We have not taken any Group Gratuity Policy or made any provision for likely Gratuity Liabilities which may
arise in future.

33
For more information, regarding our contingent liabilities, please refer “Annexure IV” in chapter titled “Financial
Information of the Company” beginning on page 166 of this Red Herring Prospectus.

8. We may not be able to identify or effectively respond to evolving preferences, expectations or trends in a
timely manner and a failure to derive the desired benefits from our product development efforts may impact
our competitiveness and profitability.

The success of our business depends in part on our ability to anticipate, identify and respond promptly to evolving
trends in demographics and preferences, customer expectations, needs and demands, and develop new products to
meet these requirements. Our success is dependent on our ability to identify and respond to the economic, social,
and other trends that affect demographic and end- customer preferences in a variety of our solid surface stones
categories.

We cannot assure you that our future product development initiatives will be successful or be completed within
the anticipated period or budget, or that our newly developed or improvised products will achieve wide market
acceptance from our customers. Even if these products have been successfully developed, there is no guarantee
that they will be accepted by our customers and achieve anticipated sales targets in a profitable manner, which
may affect our ability to grow our network of customers and gain market share. In addition, there can be no
guarantee that the time and effort that we spend in developing these products would be beneficial to our Company.
This could also adversely affect our ability to pursue our growth strategy of continuing to develop niche and
products to grow our market share. Further, we cannot assure you that our existing or potential competitors will
not develop products that are similar or superior to our products. It is often difficult to estimate the time to market
new products and there is a substantial risk that we may have to abandon a potential product that is no longer
commercially viable, even after we have invested significant resources in the development of such product. If we
fail in our product launching efforts, our business, prospects, financial condition, results of operations and cash
flows may be materially and adversely affected.

We must, on a regular basis, keep pace with the preferences and quality requirements of our customers, invest
continuously in new technology and processes to provide products having the desired qualities and characteristics,
and continually monitor and adapt to the changing market demand. An unanticipated change in customer demand
and any sudden change in Government regulations may adversely affect our liquidity and financial condition.

9. Our Manufacturing Facility is located in Vapi, Gujarat and therefore, any localized social unrest, natural
disaster or breakdown of services or any other natural disaster in Gujarat or any disruption in production
at, or shutdown of, our manufacturing unit could have material adverse effect on our business and
financial condition.

We currently operate from one Manufacturing Facility situated on leasehold basis at Moti tambadi, Dist. Valsad,
Vapi, Gujarat. Any significant social, political or economic disruption or natural calamities or civil disruptions in
this region or changes in the policies of these states or local governments could require us to incur significant
capital expenditure and change our business strategy. Our business is dependent upon our ability to manage our
manufacturing, which are subject to various operating risks, including political instability, productivity of our
workforce, compliance with regulatory requirements, difficulties with production costs and yields, product quality
and those beyond our control, such as the breakdown and failure of equipment or industrial accidents, disruption
in electrical power or water resources, severe weather conditions, natural disasters and an outbreak of pandemic
such as COVID-19. Any significant malfunction or breakdown of our machinery may entail significant repair and
maintenance costs and cause delays in our operations. Moreover, some of our products are permitted to be
manufactured at only such facility which has received specific approvals, and any shutdown of such facility will
result in us being unable to manufacture a product for the duration of such shutdown. Our inability to effectively
respond to any shutdown or slowdown and rectify any disruption, in a timely manner and at an acceptable cost,
could lead to delays in the entire production cycle and an inability to comply with our customers’ requirements
and lead to loss of revenue to us and our customers.

Although we have not experienced any strikes or labor unrest in the past, we cannot assure you that we will not
experience disruptions in work in the future due to disputes or other problems with our work force. Any labor
unrest directed against us, could directly or indirectly prevent or hinder our normal operating activities, and, if not
resolved in a timely manner, could lead to disruptions in our operations, which in turn could adversely affect our
business, results of operations, financial condition and cash flows.

34
10. We have not received consents and information pertaining to certain Promoter Group members which are
required to be disclose in relation to the promoter Group in the Red Herring Prospectus. Therefore, the
disclosure made in the RHP are limited to the information available in the public domain.

Our company has sought to comply with SEBI ICDR Regulations by requesting relevant information and
confirmations from the members of the Promoter Group, including Achalchandji Farsaji Suthar, Sukhi
Achalchandji Suthar, Bharat Achalchandji Suthar, Chandan Achalchandji Suthar, Vikram Achalchandji Suthar,
Fulvanti Achalchand Suthar, and Harish Achalchandji Suthar, as identified in our letter dated April 7, 2023. The
purpose of these requests was to gather the required details as Promoter Group members and also to identify any
other entities, body corporates, firms, or HUFs of interest that may qualify as part of our company's Promoter
Group.

To comply with SEBI ICDR Regulations, we have subsequently reminder letters dated, April 14, 2023, and April
21, 2023, but we have not received any response from the aforementioned immediate relatives. Consequently, the
necessary information and confirmations mandated by SEBI ICDR Regulations pertaining to these immediate
relatives and their associated entities as Promoter Group members remain unavailable to our company.

In compliance with Regulations, we submitted an application to SEBI on August 23, 2023, under Regulation
300(1)(c) of the SEBI ICDR Regulations, seeking an exemption from the identification and disclosure of the
aforementioned immediate relatives of one of our Promoter and other related entities/body corporate/firms/HUFs
in which they have an interest. However, SEBI, through its letter dated September 12, 2023, directed our company
to include these immediate relatives as part of the Promoter Group members and their connected entities and make
the disclosures of information available in the public domain.

To adhere to SEBI ICDR Regulations in light of the lack of response from Promoter Group members, we have
incorporated details in the Red Herring Prospectus (RHP) based on publicly available information from select
government authorities and public databases. Nevertheless, it is possible that our company may not have identified
all entities comprising our company's Promoter Group or included disclosures in the RHP that relate to factual
confirmations required in relation to Promoter Group members. This limitation is primarily due to no response of
immediate relatives of the Promoter to furnish information regarding themselves or their associated entities.

As a result, the disclosures pertaining to the Promoter Group members mentioned in this RHP may be incomplete
concerning the SEBI ICDR Regulations. Investors refer to the section titled "Our Promoters and Promoter Group"
on page 156 of the RHP for further details. We emphasize that investors should conduct an independent
examination of our Promoter Group and not solely rely on the information provided in this RHP when making
investment decisions. Your investment decisions should be well-informed and not based solely on the limited
information presented in this document.

11. Our ability to grow our business depends on our relationships with our distributors and the community of
appliers and any adverse changes in these relationships, or our inability to enter into new relationships
and thereby expand our distribution network, could negatively affect our business and results of
operations.

Our business is dependent on the decisions and actions of our distributors which is determined by our ability to
maintain and strengthen our relationships and arrangements with existing distributors as well as our ability to
establish and maintain relationships with new distributors. In addition, as distributors and end-customers are also
influenced by appliers, our business is also dependent on the relationships we share with the community of appliers.
Our relationship with our distributors and appliers is dependent to a large extent on our ability to regularly meet
their requirements, including by introducing products with greater marketability, price competitiveness, efficient
and timely product deliveries, and consistent product quality. In the event we are unable to meet such requirements
in the future, it may result in decrease in orders or cessation of business from affected distributors and appliers. In
addition, failure to provide distributors with sufficient inventories of our products may result in lesser sales of our
products compared to the demand. There are also a number of factors relating to our distributors and appliers
beyond our control that might result in the termination of our arrangement or the loss of a distributor or applier
relationship, including change in preferences of our distributors or appliers as well as a demand for price
reductions. Further, the deterioration of the financial condition or business prospects of these distributors could
affect their ability to maintain inventory and thus reduce demand for our products and could result in a significant
decline in the revenues we derive from such distributors. Adverse changes in our relationships with our distributors
and appliers, or the inability to develop new products for existing distributors or appliers or to successfully
establish relationships with new distributors or appliers, could therefore limit our business prospects, which could
adversely affect our financial performance.

35
We may also face disruptions in the delivery of our products for various reasons beyond our control, including
poor freight forwarding of our products, transportation bottlenecks, natural disasters, infectious disease outbreaks
such as the COVID-19 pandemic and labour issues, which could lead to deliveries being delayed or lost, resulting
in insufficient inventories at distributor outlets. If we fail to deliver products to distributors in a timely manner, or
if our distributors fail to adhere to the terms of our arrangements, our business and results of operations may be
adversely affected.

12. Our business is working capital intensive. If we experience insufficient cash flows from our operations or
are unable to borrow to meet our working capital requirements, it may materially and adversely affect our
business and results of operations

Our business requires significant amount of working capital primarily as a considerable amount of time passes
between purchase of raw materials and collection of receivables post sales to customers. As a result, we are
required to maintain sufficient stock at all times in order to meet manufacturing requirements as well as extend
credit period to customers as per the industry practice, thus increasing our storage and working capital
requirements. Consequently, there could be situations where the total funds available may not be sufficient to
fulfil our commitments and hence we may need to incur additional indebtedness in the future or utilize internal
accruals to satisfy our working capital needs. Our future success depends on our ability to continue to secure and
successfully manage sufficient amounts of working capital. Further, our ability to arrange financing and the costs
of capital of such financing are dependent on numerous factors, including general economic and capital market
conditions and the effect of events such as the pandemics, outbreak of wars, credit availability from banks,
investor confidence, the continued success of our operations and other laws that are conducive to our raising
capital in this manner.

As we pursue our growth plan, we may be required to raise additional funds by incurring further indebtedness or
issuing additional equity to meet our capital expenditures in the future. If we experience insufficient cash flows or
are unable to borrow funds on a timely basis, or, at all, to meet our working capital and other requirements, or to
pay our debts, it could materially and adversely affect our business and results of operations. Management of our
working capital requirements involves the timely payment of, or rolling over of, our short-term indebtedness and
securing new and additional loans on acceptable terms, or re-negotiation of our payment terms for our trade
payables, collection of trade receivables and preparing and following accurate and feasible budgets for our business
operations. If we are unable to manage our working capital requirements, our business, results of operations,
financial condition and cash flows could be materially and adversely affected. There can be no assurance that we
will be able to effectively manage our working capital. Should we fail to effectively implement sufficient internal
control procedures and management systems to manage our working capital and other sources of financing, we
may have insufficient capital to maintain and grow our business and we may breach the terms of our financing
agreements with banks, face claims under cross-default provisions and be unable to obtain new financing, any of
which would have a material adverse effect on our business, results of operations, financial condition and cash
flows. For further information on the working capital facilities currently availed of by us, please see “Financial
Indebtedness” on page 173 of this Red Herring Prospectus.

13. Information relating to the installed production capacity and capacity utilization of our production Units
included in this Red Herring Prospectus are based on various assumptions and estimates and future
production and capacity may vary.

Information relating to the installed production capacity and capacity utilization of our Units included in this Red
Herring Prospectus are based on various assumptions and estimates of our management that have been considered
by an independent chartered engineer M/s M-Tech Services LLP while calculating the installed production
capacity of, and actual production volumes at, our Units. The assumptions and estimates include the standard
capacity calculation practices of the solid surfaces industry after examining the period during which the Units were
operational during the year, the expected operations, availability of raw materials, downtime resulting from
scheduled maintenance activities, unscheduled breakdowns, as well as expected operational efficiencies, and
taking into account the number of working days in a year, number of days in a month, number of shifts in a day
and average number of batches per day. Actual production capacity, production levels and utilization rates may
therefore vary from the information of our Units included in this Red Herring Prospectus or from the historical
installed production capacity information of our Units depending on the product type. Accordingly, undue reliance
should not be placed on our historical installed capacity information for our existing facilities included in this Red
Herring Prospectus.

14. We have incurred borrowings from commercial banks and high Debt Equity Ratio 2.78:1 which could
have an adverse effect on our business an inability to comply with repayment and other covenants in our
financing agreements could adversely affect our business and financial condition.

36
We have entered into agreements with banks for short-term and long-term borrowings. These borrowings include
secured fund based and non-fund-based facilities. As of March 31, 2024, we had total borrowings (consisting of
borrowings under non-current liabilities, current maturities of long-term debts and borrowings under current
liabilities) of ₹ 6,070.71 lakhs, which comprises of secured loans from banks and vehicle loans. Further, as on
March 31, 2024, the Debt Equity ratio of our Company is 2.78, which indicate the high level of indebtedness in
comparison to shareholders' equity. Debt encompasses both working capital and term loans, leading to increased
financial leverage. This heightened leverage can amplify the impact of adverse economic conditions and
operational challenges. A substantial debt burden results in higher borrowing costs, consequently impacting
profitability and cash flows. Furthermore, this high Debt Equity ratio could potentially limit the Company's ability
to pursue strategic initiatives, make necessary investments, or respond effectively to market changes. The
Company's Debt Equity ratio for the financial year ended March 31, 2024, March 31, 2023, and March 31, 2022
are 2.78, 2.21, 3.04 respectively. The financing agreements that we have entered into for availing the secured loans
contain negative covenants, including for availing fresh credit facility, giving fresh loans and advances, issuing
corporate guarantee, etc. Any failure to service such indebtedness, or otherwise perform any obligations under
such financing agreements may lead to termination of one or more of our credit facilities or incur penalties and
acceleration of payments under such credit facilities, foreclosure on our assets, trigger cross-default provisions
under certain of our other financing agreements which may adversely affect our financial condition and our ability
to conduct and implement our business plans.

Further, we are required to, amongst other obligations, comply with certain financial covenants including
maintaining the prescribed inventory margins, insurance covers on the hypothecated properties and lien creation.
Our hypothecated assets comprise of our stock of raw materials, semi-finished and finished goods, consumable
stores and spares and such other movable current assets including book debts, bills whether documentary or clean,
outstanding monies, receivables, both present and future. We have also mortgaged our immovable assets in favour
of the bank to secure the aforesaid facilities. There can be no assurance that we will be able to comply with these
financial or other covenants or that we will be able to obtain consents necessary to take the actions that we believe
are required to operate and grow our business. Any fluctuations in the interest rates may directly impact the interest
costs of such loans and affect our business, financial condition, results of operations and prospects. Our ability to
make repayments and refinance our indebtedness will depend on our continued ability to generate cash from our
future operations. We may not be able to generate enough cash flow from operations or obtain enough capital to
service our debt. For further information, please see “Financial Indebtedness” beginning on page 173 of this Red
Herring Prospectus.

15. We are dependent on third-party transportation providers for the supply of raw materials and delivery
of our finished products.

Our success depends on the supply and transport of the various raw materials required for our Unit and of our
finished products from our Unit to our customers, which are subject to various uncertainties and risks. We rely
on third-party freight and transportation providers for the delivery of our products to customers with whom we
have no formal arrangement, to provide rail, road and other transportation facilities. We also depend on sea borne
freight in respect of import and export operations. Such transportation providers are arranged on an as-needed
basis. We maintain marine cargo open insurance policy to cover any damage to our products during transit.
Transportation strikes, if any, could have an adverse effect on supplies and deliveries to and from our customers
and suppliers. In addition, we undertake our import/ export facility majorly from JNPT port situated in Gujarat
and are therefore heavily dependent on the smooth functioning of the JNPT port for our export activities. Also,
we are situated far away from the port which increases the transportation cost and time required to complete any
order. Further to the transportation cost, it also increases the insurance cost and the risk faced in conveyance to
and from the ports to our Unit.

Raw materials and finished products may be lost or damaged in transit for various reasons including occurrence
of accidents or natural disasters. There may also be a delay in delivery of raw materials and products which may
also affect our business and results of operations negatively. Our average stock of finished goods for the Fiscals
2024, 2023 and 2022 was ₹ 2,521.71 Lakhs, ₹ 2,156.99 Lakhs and ₹ 1,692.67 Lakhs respectively and raw
material and consumables for the Fiscals 2024, 2023 and 2022 was ₹ 1,573.13 Lakhs, ₹ 820.57 Lakhs and ₹
453.74 Lakhs respectively. In the event we fail to maintain a sufficient volume of raw materials and delivery of
such materials to us is delayed, we may be unable to meet customer orders in a timely manner or at all. Any such
inability may result in loss of sales opportunities that our competitors may capitalize on, thereby adversely
affecting our business, financial condition, results of operations and cash flows. Any compensation received
from third-party transportation providers may be insufficient to cover the cost of any delays and will not repair
damage to our relationships with our affected customers and the goodwill of the Company in the market.

37
16. We require high working capital for our smooth day to day operations of business and any discontinuance
or our inability to acquire adequate working capital timely and on favourable terms may have an adverse
effect on our operations, profitability and growth prospects.

Our company’s net working capital consisted of ₹ 6,137.30, ₹ 3,395.61 lakhs, ₹ 2,998.97 lakhs for the financial
year ended 2024, 2023 and 2022 respectively. The net working capital requirement for the financial year 2025 and
2026 are projected to be ₹ 7,138.0 lakhs and ₹ 7,958.45 lakhs respectively. A significant portion of our working
capital is utilized towards inventories, trade receivables and trade payables. Summary of our working capital
position is given below:
(₹ in lakhs)
Particulars FY 2022 FY 2023 FY 2024 FY25E FY26E
Current Assets
Inventories 3,016.54 3,848.21 4,930.31 4,675.03 4,992.08
Trade Receivables 1,616.25 1,587.26 3,008.77 3,024.49 3,390.54
Cash and Cash Equivalents 102.99 98.10 122.60 10.41 12.50
Short Term Loans and Advances 0.00 0.00 0.00 0.00 0.00
Other Current Assets 162.19 119.74 320.79 123.64 155.57
Total Current Assets(A) 4,897.98 5,653.31 8,382.47 7,833.57 8,550.69
Current Liabilities
Trade Payables 1,783.71 2,082.10 2,141.07 621.88 460.00
Other Current Liabilities 94.41 175.60 92.79 73.60 132.24
Short Term Provisions 20.88 0.00 11.32 0.00 0.00
Total Current Liabilities(B) 1,899.01 2,257.70 2,245.18 695.48 592.24
Net Working Capital (A-B) 2,998.97 3,395.61 6,137.30 7,138.09 7,958.45
Sources of Funds
Borrowings and Internal Accrual 2998.97 3395.61 6137.30 6188.09 7158.45
Amount proposed to be utilized from
Net Proceeds. NA NA NA 950.00 800.00

We operate in a working capital-intensive industry therefore our business demands substantial funds towards
working capital requirements. In case there are insufficient cash flows to meet our working capital requirement or
we are unable to arrange the same from other sources or there are delays in disbursement of arranged funds, or we
are unable to procure funds on favourable terms, at a future date, it may result into our inability to finance our
working capital needs on a timely basis which may have an adverse effect on our operations, profitability and
growth prospects. For further details regarding incremental working capital requirement, please refer to the chapter
titled “Objects of the Offer” beginning on page 87 of this Red Herring Prospectus.

17. Our Company has reported certain negative cash flows from its operating activities on the basis of Restated
Financial Statements, details of which are given below. Sustained negative cash flow could impact our
growth and business in the future.

Our Company had reported certain negative cash flows from its operating activities in the previous financial period
as per the Restated Financial Statements and the same are summarized as under:

Particulars For the financial year ended

2024 2023 2022
Net Cash from Operating Activities (1,660.47) 382.70 157.13

For further information on our negative net cash flows, see “Financial Statements” on page 171. We cannot assure
you that our net cash flows will be positive in the future. Negative cash flows in the future could adversely affect
our business, financial condition and results of operations.

18. We are subject to government regulations and if we fail to obtain, maintain or renew our statutory and
regulatory licenses, permits and approvals required to operate our business, results of operations and cash
flows may be adversely affected.

We are required to obtain and maintain a number of statutory and regulatory licenses, registrations, permits and
approvals, generally for carrying out our business. In addition, we will need to apply for renewal of certain
approvals, licenses, registrations and permits, which expire or seek new approvals, licenses, registrations and
permits from time to time, as and when required in the ordinary course of our business. Obtaining licenses,
registrations, permits and approvals or their renewals are time consuming processes and are subject to frequent

38
delays. We have obtained licenses, registrations, permits and approvals from the relevant authorities and are
renewing such statutory approvals periodically for our business.

Further, pursuant to our recent conversion after complying with the relevant and the applicable provisions and
procedures of Companies Act, 2013, the name of our company has changed. Many of the Licenses and approvals
are in the old name, the same are required to be updated / changed with various government / semi government
authorities and various organizations. We are in the process of taking necessary steps for transferring the approvals
in the new name of our Company. There can be no assurance that the relevant authorities will renew or issue any
of such permits or approvals in the timeframe anticipated by us or at all. Any failure to apply for and obtain the
required approvals, licenses, registrations or permits in a timely manner, or any suspension or revocation of any
of the approvals, licenses, registrations and permits would result in a delay in our business operations which could
otherwise adversely affect our financial condition, results of operations and future prospects of the Company. We
cannot assure you that the approvals, licenses, registrations and permits issued to us would not be suspended or
revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or
pursuant to any regulatory action. In addition to the same, our failure to comply with existing or increased
regulations, or the introduction of changes to existing regulations, could adversely affect our business and results
of operations.

Further, our Company is yet to make applications to obtain certain registrations, approvals, and licenses before the
relevant authorities. The registrations, approvals, and licenses is mandatorily required as stipulated by the law of
the respective state. The applications for the said licenses will be made accordingly in due course by our Company.
For further details regarding the material approvals, licenses, registrations and permits, please see “Government
and other Key approvals” on page 183 of this Red Herring Prospectus.

19. There have been some instances of delays in filing of statutory and regulatory dues in the past with the
various government authorities.

In the past, there have been certain instances of delays in filing statutory and regulatory dues with respect to
Employees Provident Fund (EPF) and Goods and Service Tax (GST). These delays were majorly due to public
holidays, approver travelling for business meetings or the COVID-19 pandemic, which led to lockdown and limited
availability of manpower. As a result, the Company has filed returns and payment with delay penalty. The delay
in filing the Employee Provident Fund (EPF) is a result of our consultant's negligence. Additionally, we have
experienced delays in filing GST returns and payments due to a combination of factors, including our client
payment policy and technical glitches on the GST portal. However, The Board of Directors of our Company has
taken note of these delays in fulfilling our statutory and regulatory obligations and has taken decisive action by
initiating verbal reprimand to the consultant, which has resulted in reduction of instances of delay. However, there
can be no assurance that delays or defaults with respect to payment of statutory and regulatory dues will not occur
in the future, which in turn may affect our reputation and financial results.

20. Our inability to collect receivables from our customers or default in payment by them could result in the
reduction of our profits and affect our cash flows.

Our operations involve extending credit for extended periods of time to our customers in respect of our products
and consequently, we face the risk of non-receipt of these outstanding amounts in a timely manner or at all,
particularly in the absence of long-term arrangements with our customers. While we have not adopted any credit
policy, we typically operate on pre-sanctioned credit limits with customers and cannot guarantee that our customers
will not default on their payments. While we generally monitor the ability of our customers to pay these open
credit arrangements and limit the credit, we extend to what we believe is reasonable based on an evaluation of
each customer’s financial condition and payment history, we may still experience losses because of a customer
being unable to pay. As a result, while we maintain what we believe to be a reasonable allowance for doubtful
receivables for potential credit losses based upon our historical trends and other available information, there is a
risk that our estimates may not be accurate. Our inability to collect receivables from our customers in a timely
manner or at all in future, could adversely affect our working capital cycle and cash flows. In the Financial years
ended March 31, 2024, March 31, 2023 and March 31, 2022, our trade receivables were 3,008.77 lakhs, ₹ 1,587.26
lakhs, and ₹ 1,616.25 lakhs respectively, which represented 33.15%, 23.78%, and 34.13% of our revenues from
operations for such periods, respectively. Macroeconomic conditions could also result in financial difficulties,
including insolvency or bankruptcy of our customers and as a result could cause customers to delay payments to
us, request modifications to their payment arrangements, that could increase our receivables or affect our working
capital requirements or default on their payment obligations to us. An increase in bad debts in future or in defaults
by our customers may compel us to utilize greater amounts of our operating working capital and result in increased
financing costs, thereby adversely affecting our results of operations and cash flows.

39
21. A significant portion of our domestic sales are derived from the western zone and any adverse
developments in this market could adversely affect our business.

Set forth below is certain information on our geography-wise domestic revenue from operations for the periods
indicated:

Zone FY 2024 FY 2023 FY 2022

East 9.92% 1.07% 2.87%
North 7.80% 5.76% 8.62%
South 4.79% 11.14% 7.51%
West 73.01% 79.02% 77.75%
Total 95.51% 96.98% 96.75%

We have historically derived a significant portion of our revenue from sales in the west zone. In the Fiscal 2024,
2023 and 2022 the revenue generated from sales in western zone represented 73.01%, 79.02%, and 77.75%
respectively of our revenue from operations. Accordingly, any materially adverse social, political or economic
development, natural calamities, civil disruptions, regulatory developments or changes in the policies of the state
or local government in this region could adversely affect our manufacturing and distribution activities, result in
modification of our business strategy or require us to incur significant capital expenditure, which will in turn have
a material adverse effect on our business, financial condition, results of operations, and cash flows. Further, our
sales from this region may decline as a result of increased competition, regulatory action, pricing pressures,
fluctuations in the demand for or supply of our products or services, or the outbreak of an infectious disease such
as COVID-19. Our failure to effectively react to these situations or to successfully introduce new products or
services in these markets could adversely affect our business, prospects, results of operations, financial condition,
and cash flows. The occurrence of, or our inability to effectively respond to, any such events or effectively manage
the competition in the region, could have an adverse effect on our business, results of operations, financial
condition, cash flows and future business prospects.

22. There have been instances in the past where we have not made certain regulatory filings with the RoC and
there were certain instances of discrepancies in relation to certain statutory filings and corporate records
of our Company.

In the past, there have been certain instances of delays in filing statutory form such as AOC-4, DIR-12 and PAS-
3, as per the reporting requirements under the Companies Act, which have been subsequently filed by payment of
an additional fee as specified by RoC. Also, there have been instances of factual as well as discrepancies in the
Increase of Authorized Capital and corresponding secretarial records filed by the company. In one of the SH-7
forms filed by the company on November 21, 2022, the direct increase of authorized share capital from
₹10,00,00,000 to ₹ 20,00,00,000 was recorded, omitting the filing of the authorized share capital-related form
dated March 02, 2020, and November 21, 2022. The resolution passed on March 02, 2020, pertained to the
subdivision of preference shares from a face value of ₹1000 to ₹10, while the resolution passed on November 21,
2022, was for the reclassification of preference share capital into equity share capital. To rectify this error, the
company filed a Compounding application in form GNL-1, which is currently pending before the regional director
at the Registrar of Companies (RoC), Mumbai.

Furthermore, in the e-forms MGT-7, there was a clerical error in specifying the authorized share capital for the
financial years 2019-20 and 2021-22. However, the company has refiled form MGT-7 for both the years with
correct data. Also, in form MGT-14, there was an error of mentioning date of meetings. However, the company
has refiled form MGT-14 with correct dates and clarification letter. The Board of Directors acknowledged these
discrepancies found in the statutory forms, accompanied by the appropriate additional fee. It is important to note
that these clerical errors were not substantial in nature, and no show-cause notice pertaining to the above has been
received by the company from the concerned Registrar of Companies (RoC) till date.

While no regulatory action or penalty has been imposed on the company for these delays or defaults, it is important
to highlight that we cannot guarantee that no such regulatory action or penalty will be levied in the future.
Consequently, if the concerned regulatory authorities impose monetary penalties or take punitive actions against
our company or its directors/officers in relation to these matters, it could adversely impact our business and
financial condition.

23. We have entered into and may continue to enter into related party transactions and there can be no
assurance that such transactions have been on favourable terms.

40
We have in the course of our business entered into, and will continue to enter into, several transactions with our
related parties. For further information, see “Financial Statements – Note 23 “Related Party Transactions” on page
163 of this Red Herring Prospectus. The related party transaction for the Fiscals 2024, 2023 and 2022 includes
borrowings received/repaid and there are no advances received/repaid from related parties. We cannot assure you
that we will receive similar terms in our related party transactions in the future. While we believe that all such
related party transactions that we have entered into in last three fiscals are legitimate business transactions
conducted on an arms’ length basis, in compliance with the requirements stipulated in Companies Act, 2013, and
relevant Accounting Standards and other statuary compliances, we cannot assure you that we could not have
achieved more favourable terms had such transactions been entered into with unrelated parties. There can be no
assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial
condition and results of operation. For further details regarding the related party transactions, see the disclosure
on related party transactions contained in the financial statements included in this Red Herring Prospectus and,
also see the section Related Party Transactions in the Chapter titled “Financial Information” of the Company
beginning on page 163 of this Red Herring Prospectus.

24. Our funds requirements are based on internal management estimates, wherever possible, and have not been
appraised by any bank or financial institution. Any increase in the actual deployment of funds may cause
an additional burden on our finance plans. We have not entered into definitive agreements to utilize our
Offer proceeds.

The fund requirement mentioned as a part of the Objects of the Offer is based on internal management estimates,
wherever possible, and has not been appraised by any bank or financial institution or any external agency. These
are based on current conditions and are subject to change in light of changes in external circumstances or costs or
in other financial conditions, business strategy, etc. With increase in costs, our actual deployment of funds may
exceed our estimates and may cause us an additional burden on our finance plans. As on the date of the Red Herring
Prospectus, we have not entered into any definitive agreements for implementing the Objects of the Offer.

25. Our Company has presently applied for renewal of trademark registration for those trademarks whose
registration has expired due to efflux of time and under which we currently operate and if third parties
infringe the trademark, logo and intellectual property that we use, our business and reputation would be
adversely affected.

Our Company has applied for the renewal of various trademark registrations for those trademarks whose
registration has expired due to the efflux of time in relation to our Company and our products. The details of
application for renewal of trademark registration made by our Company have been specifically provided in this
Red Herring Prospectus. For further details, please see “Government and Other Key Approvals” beginning on page
183 of this Red Herring Prospectus.

With respect to our trademarks that have been applied for and/or are pending for renewal of registration, we cannot
assure you that we will be successful in obtaining the same within a reasonable period of time due to unforeseen
reasons. As a result, we may not be able to prevent infringement of our trademarks and a passing off action may
not provide sufficient protection until such time that this renewal of registration is granted. We cannot guarantee
that any of our registered or unregistered intellectual property rights or claims thereto, will now or in the future
successfully protect what we consider to be the intellectual property underlying our products and business, or that
our rights will not be opposed or otherwise challenged.

While we endeavor to ensure that we comply with our intellectual property rights, there can be no assurance that
we will not face any intellectual property infringement claims brought by third parties. Any claims of infringement,
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 away from our business.
We could be required to change the name of our Company, pay third party infringement claims or obtain fresh
licenses resulting from a name change. The occurrence of any of the foregoing could result in unexpected expenses.

26. There may be potential conflict of interests related to business of our company between our Company and
other entities promoted by our directors or Promoter Group Members/ Entities.

Our Company is engaged in the business of solid surfaces including Kuber trading Co., SDC Enterprise, Ardent
Projects, Shravan Design Co., Shravan L Suthar HUF, Lalit Laxmichand Suthar HUF, Neev Furnitech which are
engaged in similar line of business. However, the Company does not have business related transaction with Lalit
Laxmichand Suthar HUF. Further, we have not executed any Non-Compete Agreement with our Directors or
Promoter Group Members/ Entities to not to engage in businesses similar to that of our Company.

41
As a result, conflicts of interests may arise in the future in allocating business opportunities amongst our Company,
Promoter Group Members/ Entities in such circumstances where our respective interests diverge. There can be no
assurance that our Directors/Promoter/Promoter Group will not compete with our existing business or any future
business that we may undertake or that their interests will not conflict with ours. Any future conflicts could have
a material adverse effect on our business, results of operations and financial condition.

27. Our success is dependent on our management team, key managerial personnel and skilled manpower.
Our inability to attract and retain key personnel or the loss of services of our key personnel may have an
adverse effect on our business prospects.

Our management team, key managerial personnel and skilled manpower have significantly contributed to the
growth of our business, and our future success is dependent on their continued services. An inability to retain any
key personnel may have an adverse effect on our business operations. We might face challenges in recruiting
suitably skilled personnel, particularly as we continue to grow our operations. In the future, we may also not be
able to compete with other larger companies for suitably skilled personnel due to their ability to offer more
competitive compensation and benefits. The loss of any of the members of our senior management team, our
directors or other key personnel or an inability on our part to manage the attrition levels; may materially and
adversely impact our business, results of operations, financial condition and growth prospects. For further details,
please refer chapter titled “Our Promoter and Promoter Group” and “Our Management” beginning on page 155
& 143 of this Red Herring Prospectus.

28. Inability to meet the quality standard norms prescribed by the central and state governments could result
in the sales of our products being banned or suspended or becoming subject to significant compliance
costs, which could have a material adverse effect on our business growth and prospects, results of
operations, financial condition, and cash flows.

The quality of the products being manufactured by us is open to independent verification by agencies of the central
and state governments, or various other regulatory authorities. Regulatory authorities including authorities under
the Legal Metrology Act, 2009, may carry out inspection of our premises, plant, equipment, machinery,
manufacturing or other processes and sample checks on any material or substance in relation to our product at
short notice or without notice. The government authorities could impose fines or issue us show cause notices if the
samples are not in conformity with the prescribed quality norms. Failure on our part to adhere to the quality norms
prescribed by the government agencies could lead to recall of those batches and/ or the products in the relevant
state, or we may be liable to pay a penalty. Any such order passed by the governmental authorities could generate
adverse publicity about our Company and our products, which could have a material adverse effect on our business
growth and prospects, financial condition, results of operations and cash flows.

29. Stringent environmental, health and safety laws and regulations or stringent enforcement of existing
environmental, health and safety laws and regulations may result in increased liabilities and increased
capital expenditures.

Our operations are subject to environmental, health and safety and other regulatory and/ or statutory requirements
in the jurisdictions in which we operate. We are subject to various national, state, municipal and local laws and
regulations concerning environmental protection in India. Non-compliance with these laws and regulations could
expose us to civil penalties, criminal sanctions and revocation of key business licenses. Environmental laws and
regulations in India are becoming more stringent and the scope and extent of new environmental regulations,
including their effect on our operations, cannot be predicted with any certainty. In case of any change in
environmental or pollution regulations, we may be required to invest in, among other things, environmental
monitoring, pollution control equipment and emissions management.

As a consequence of unanticipated regulatory or other developments, future environmental and regulatory related
expenditures may vary substantially from those currently anticipated. We cannot assure you that our costs of
complying with current and future environmental laws and other regulations will not adversely affect our business,
results of operations, financial condition, or cash flows. In addition, we could incur substantial costs, our products
could be restricted from entering certain markets and we could face other sanctions, if we were to violate or become
liable under environmental laws or if our products become non-compliant with applicable regulations. Our
potential exposure includes fines and civil or criminal sanctions, third-party property damage or personal injury
claims and clean-up costs. The amount and timing of costs under environmental laws are difficult to predict.

42
30. Our manufacturing activities are dependent on the delivery of adequate and uninterrupted supply of
electrical power at a reasonable cost. Any shortage or any prolonged interruption or increase in the cost of
power could adversely affect our business, result of operations, financial conditions and cash flows

Adequate and cost-effective supply of electrical power is critical to our operations. We have our manufacturing
facility in Vapi, Gujarat which depends on the delivery of an adequate supply of electrical power. We rely upon
diesel generator sets to ensure continuity of operations in case of power outage. For further details, see “Our
Business – Manufacturing Facility” on page 160 of this Red Herring Prospectus. There can be no assurance that
electricity supplied to our existing manufacturing facility will be sufficient to meet our requirements or that we
will be able to procure adequate and uninterrupted power supply in the future at a reasonable cost. If the per unit
cost of electricity is increased by the state electricity board our power cost will increase. An interruption in or
limited supply of electricity may result in suspension of our manufacturing operations. A prolonged suspension in
production could materially and adversely affect our business, financial condition, results of operations or cash
flows.

31. Our Company does not have any documentary evidence for the education qualifications of one of our
Directors i.e. Mr. Lalit Suthar.

Our Whole-Time Director, Lalit Suthar is unable to trace certificate of interior designing and decoration. Due to
lack of certificate and relevant information from the aforementioned Director, we have disclosed details of his
education qualification on the basis of affidavit letter from him, in his biographies in the chapter titled “Our
Management” as is required under the SEBI (ICDR) Regulations, 2018. For further details, please refer to the
chapter titled “Our Management” on page 142 of this Red Herring Prospectus.

32. Industry information included in this Red Herring Prospectus has been derived from publicly available
industry reports and/or websites. There can be no assurance that such third-party statistical financial and
other industry information is either complete or accurate.

We have relied on the information from various publicly available industry reports and/or websites for purposes
of inclusion of such information in this Red Herring Prospectus. These reports are subject to various limitations
and based upon certain assumptions that are subjective in nature. We have not independently verified data from
such industry reports and other sources. Although we believe that the data may be considered to be reliable, their
accuracy, completeness and underlying assumptions are not guaranteed and their dependability cannot be assured.
While we have taken reasonable care in the reproduction of the information, the information has not been prepared
or independently verified by us or any of our respective affiliates or advisors and, therefore, we make no
representation or warranty, express or implied, as to the accuracy or completeness of such facts and statistics. Due
to possibly flawed or ineffective collection methods or discrepancies between published information and market
practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced
for other economies and should not be unduly relied upon. Further, there is no assurance that they are stated or
compiled on the same basis or with the same degree of accuracy as may be the case elsewhere.

33. Our Promoters, Directors and Key Managerial Personnel may have interest in our Company, other than
remunerations and/or reimbursement of expenses incurred.

Our Promoters, Directors and Key Managerial Personnel may be deemed to be interested to the extent of the Equity
Shares held by them and benefits deriving from their shareholding in our Company. Our Promoters are interested
in the transactions entered into between our Company and themselves as well as between our Company and our
group entities. For further details, please refer to the chapters titled “Our Business” and “Our Promoter and
Promoter Group”, beginning on page 115 and 155 respectively and the chapter titled “Note 23 - Related Party
Transactions” under chapter titled “Restated Financial Statements” beginning on page 162 of this Red Herring
Prospectus.

34. Our Promoter and members of the Promoter Group will continue jointly to retain majority control over our
Company after the offer, which will allow them to determine the outcome of matters submitted to
shareholders for approval.

As of the date of this Red Herring Prospectus, our Promoters and Promoter Group collectively hold 81.97% of our
issued and outstanding equity share capital. Post the Offer, our Promoters and Promoter Group will continue to
hold 60.36% of our issued and outstanding Equity Share capital. By virtue of their shareholding, our Promoters
and Promoter Group will have the ability to exercise significant control and influence over our affairs and business,
including the appointment of Directors, the timing and payment of dividends, the adoption of and amendments to
our Memorandum and Articles of Association, the approval of a merger, amalgamation or sale of substantially all
of our assets and the approval of most other actions requiring the approval of our shareholders. The interests of

43
our Promoters and Promoter Group may be different from or conflict with the interests of our other shareholders
and their influence may result in change of our management or in our control, even if such a transaction may not
be beneficial to our other shareholders.

35. We may be subject to unionization, work stoppages or increased labour costs, which could adversely affect
our business and results of operations.

Our industry is labour intensive. The success of our operations depends on availability of labour and maintaining
a good relationship with our workforce. As of March 31, 2024, we employed about 69 employees across our
Unit and registered office. We do not have any trade union registered under the Trade Unions Act, 1962. In the
past three years, we have not experienced any labour dispute. We do not have any formal policy for redressal of
labour disputes. Although we have not experienced any major interruption to our operations as a result of labour
disputes in the recent past, there can be no assurance that we will not experience any such disruption in the future
as a result of disputes or disagreements with our work force, which may adversely affect our ability to continue
our business operations. We may also have to incur additional expense to train and retain skilled labour. We are
also subject to a number of stringent labour laws that protect the interests of workers, including legislation that
imposes financial obligations on employers upon retrenchment. There can be no assurance that we will not
experience labour unrest in the future, which may delay or disrupt our operations. Any labour unrest including
labour disputes, strikes and lockouts, industrial accidents, experienced by us could directly or indirectly prevent
or hinder our normal operating activities and, if not resolved in a timely manner, could lead to disruptions in our
operations. In the event of any prolonged delay or disruption of our business, results of operations and financial
condition could be materially and adversely affected.

36. Our inability to accurately forecast demand or price for our products and manage our inventory may
adversely affect our business, results of operations, financial condition and cash flows.

Our business depends on our estimate of the demand for our products from customers. We estimate demand for
our products based on past sales and advance purchase order. If we overestimate demand, we may purchase more
raw materials and manufacture more products than required. If we underestimate demand, we may manufacture
fewer quantities of products than required, which could result in delayed or non-fulfilment of purchase orders
resulting in loss of customers, goodwill and business. In addition, if our products do not achieve widespread
acceptance or our customers, change their procurement preferences, we may be required to incur significant
inventory markdowns or may not be able to sell the products at all, which would affect our business, results of
operations and financial condition. As such, our inability to accurately forecast demand for our products and
manage our inventory may have an adverse effect on our business, results of operations, cash flows and financial
condition.

37. We may be subject to significant risks and hazards when operating and maintaining our Units, for which
our insurance coverage might not be adequate.

We operate from one Unit in India. We generally perform scheduled and unscheduled maintenance and operating
and other asset management services. Manufacturing top solid surfaces involves handling of certain very heavy
material which, if not handled properly, can be dangerous. In addition to natural risks such as earthquake, flood,
lightning, cyclones and wind, other hazards, such as fire, structural collapse and machinery failure are inherent
risks in our operations. They can cause significant personal injury or loss of life, severe damage to and destruction
of property, plant and equipment and may result in the suspension of operations. The occurrence of any one of
these events may result in our being named as a defendant in lawsuits asserting claims for substantial damages,
including for cleanup costs, personal injury and property damage and fines and/ or penalties.

We maintain an amount of insurance protection that we consider adequate including insurance policy covering
fire, damage to buildings, plant and machinery, stocks (raw materials and finished goods), vehicles and policy
covering damage to finished goods in transit. We may not have identified every risk and further may not be insured
against every risk because such risks are either uninsurable or not insurable on commercially acceptable terms,
including operational risk that may occur and the occurrence of an event that causes losses in excess of the limits
specified in our policies, or losses arising from events or risks not covered by insurance policies such as COVID-
19 and other pandemics, or due to the same being inadequate, could materially harm our cash flows, financial
condition and future results of operations. However, we cannot provide any assurance that our insurance will be
sufficient or effective under all circumstances and against all hazards or liabilities to which we may be subject. In
addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage
in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely
manner, at acceptable cost or at all. Our total insurance cover for property, plant and equipment, and inventory, as
of March 31, 2024, March 31, 2023, and March 31, 2022, was 14,533.06 Lakhs, ₹ 6,678.14 Lakhs, and ₹ 6,678.14
Lakhs, respectively, which was 209.00%, 115.49%, and 128.93%, respectively of our net block of property, plant

44
and equipment, and inventory. The assets covered under insurance constitute 71.90%, 87.03%, and 93.16% as of
March 31, 2024, March 31, 2023, and March 31, 2022, respectively, of the total assets of our Company. There
have been no instances in the past where the insurance claims have exceeded insurance cover. However, there can
be no assurance that such instances will not occur in future. To the extent that we suffer loss or damage, or
successful assertion of one or more large claims against us for events for which we are not insured, or which
exceeds our insurance coverage, or where our insurance claims are rejected, the loss would have to be borne by us
and our results of operations, financial performance and cash flows could be adversely affected. For further
information on our insurance arrangements, see “Our Business-Insurance” beginning on page 114 of this Red
Herring Prospectus.

38. Restrictions on import of raw materials may adversely impact our business and results of operations

We currently import a minor portion of our raw materials. Raw material imports are regulated by certain specific
laws and regulations that permit concerned authorities to stop any import if it is deemed that the goods proposed
to be imported may be hazardous. While the raw materials we import may not be hazardous in nature, we cannot
assure you that such regulations will not be made applicable to us or that such regulations will not evolve into
more stringent regulations, which would place onerous requirements on us and consequently restrict our ability to
import raw materials. While we have not in the recent past experienced any challenges in importing such materials,
we cannot assure you that we will not experience any such challenges in the future. In light of the COVID-19
pandemic and the war scenario in Eastern Europe, the import of raw materials could be affected in the future. In
the event we are unable to import these materials, there can be no assurance that we will be successful in identifying
alternate suppliers for raw materials or we will be able to source the raw materials at favourable terms in a timely
manner or at all. Any change in law or applicable governmental policies relating to imports, change in international
geo-political situations, restriction on import of raw materials could have an adverse effect on our ability to deliver
products to our distributors, business and results of operations.

39. The industry segment in which we operate being fragmented, we face competition from other players, which
may affect our business operations and financial conditions:

We compete in natural and engineered stone industry on the basis of the quality of our products, price, and
distribution. The industry in which we operate is highly competitive. Factors affecting our competitive success
include, amongst other things, price, demand for our products, availability of raw materials, brand recognition and
reliability. Our competitors vary in size, and may have greater financial, production, marketing, personnel and
other resources than us and certain of our competitors have a longer history of established businesses and
reputations in the global natural and engineered stone industry as compared with us. Competitive conditions may
cause us to incur lower net selling prices and reduce gross margins and net earnings. These conditions may continue
indefinitely. Changes in the identity, ownership structure, and strategic goals of our competitors and the emergence
of new competitors in our target markets may impact our financial performance. Our failure to compete effectively,
including any delay in responding to changes in the industry and market, together with increased spending on
advertising, may affect the competitiveness of our products, which may result in a decline in our revenues and
profitability. Also, see “Business – Competition” on page 202 of this Red Herring Prospectus.

40. Changes in technology may affect our business by making our Units or equipment less competitive.

Our profitability and competitiveness are to a certain extent dependent on our ability to respond to technological
advances and emerging industry standards and practices on a cost-effective and timely basis. Changes in
technology may make newer generation manufacturing equipment more competitive than ours or may require us
to make additional capital expenditures to upgrade our Units. Our inability to continue to invest in new and more
advanced technologies and equipment, may result in our inability to respond to emerging industry standards and
practices in a cost effective and timely manner that is competitive with other top surface manufacturing companies
and other methods of manufacturing. The development and implementation of such technology entails technical
and business risks. We cannot assure you that we will be able to successfully implement new technologies or adapt
our processing systems to emerging industry standards. If we are unable to adapt in a timely manner to changing
market conditions or technological changes, our business and financial performance could be adversely affected.

41. Our Promoters has provided personal guarantee for loans availed by us. In the event of default of the debt
obligations, the personal guarantees may be invoked thereby adversely affecting our Promoter’s ability to
manage the affairs of our Company and our Company’s profitability and consequently this may impact our
business, prospects, financial condition and results of operations

45
Our Company has availed certain loans in the normal course of business. Our Promoters has provided personal
guarantee in relation to such loans availed by our Company, for details please see “Financial Indebtedness” on
page 173. In the event of default in repayment of the loans by the Company, the personal guarantee extended by
our Promoter may be invoked by our lenders thereby adversely affecting our Promoter’s ability to manage the
affairs of our Company and this, in turn, could adversely affect our business, prospects, financial condition and
results of operations.

42. Our Company’s management will have flexibility in utilizing the Net Proceeds from the Offer. The
deployment of the Net Proceeds from the Offer is being monitored by the Audit Committee and not an
independent monitoring agency.

Our Company intends to primarily use the Net Proceeds towards working capital requirement and for general
corporate purposes as described in “Objects of the Offer” on page 87 of this Red Herring Prospectus. In terms of
the SEBI (ICDR) Regulations, we are not required to appoint a monitoring agency since the Offer size is not in
excess of ₹100 crores. . We undertake to monitor the utilisation of the issue proceed by the audit committee of the
Board

Further, pursuant to Section 27 of the Companies Act 2013, any variation in the objects would require a special
resolution of the Shareholders and our Promoters or controlling Shareholders will be required to provide an exit
opportunity to the Shareholders of our Company who do not agree to such proposal to vary the objects, in such
manner as may be prescribed in future by the SEBI.

Accordingly, prospective investors in the Offer will need to rely upon our management’s judgment with respect
to the use of Net Proceeds. If we are unable to enter into arrangements for utilization of Net proceeds as expected
and assumed by us in a timely manner or at all, we may not be able to derive the expected benefits from the
proceeds of the Offer and our business and financial results may suffer.

43. Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be
subject to certain compliance requirements, including prior approval of the shareholders of our Company.

We propose to utilize the Net Proceeds for raising funds for working capital Requirement. For further details of
the proposed objects of the Offer, please refer the chapter titled “Objects of the Offer” beginning on page 87 of
this Red Herring Prospectus. At this juncture, we cannot determine with any certainty if we would require the Net
Proceeds to meet any other expenditure or fund any exigencies arising out of the competitive environment, business
conditions, economic conditions or other factors beyond our control. In accordance with Section 27 of the
Companies Act, 2013, we cannot undertake any variation in the utilization of the Net Proceeds as disclosed in this
Red Herring Prospectus without obtaining the approval of shareholders of our Company through a special
resolution. In the event of any such circumstances that require us to vary the disclosed utilization of the Net
Proceeds, we may not be able to obtain the approval of the shareholders of our Company in a timely manner, or at
all. Any delay or inability in obtaining such approval of the shareholders of our Company may adversely affect
our business or operations.

Further, our Promoters or controlling shareholders would be required to provide an exit opportunity to the
shareholders of our Company who do not agree with our proposal to modify the objects of the Offer, at a price and
manner as prescribed by SEBI. Additionally, the requirement on Promoters or controlling shareholders to provide
an exit opportunity to such dissenting shareholders of our Company may deter the Promoters or controlling
shareholders from agreeing to the variation of the proposed utilization of the Net Proceeds, even if such variation
is in the interest of our Company. Further, we cannot assure you that the Promoters or the controlling shareholders
of our Company will have adequate resources at their disposal at all times to enable them to provide an exit
opportunity.

In light of these factors, we may not be able to vary the objects of the Offer to use any unutilized proceeds of the
Offer, if any, even if such variation is in the interest of our Company. This may restrict our Company’s ability to
respond to any change in our business or financial condition by re-deploying the unutilized portion of Net
Proceeds, if any, which may adversely affect our business and results of operations.

44. We have not paid any dividends in the past Financial Years. Our ability to pay dividends in the future will
depend upon future earnings, financial condition, cash flows, working capital requirements and capital
expenditures.

46
Our ability to generate returns for Shareholders is dependent on a host of factors that impact our business and
financial condition. Our Company has not paid any dividend on its Equity Shares in the past Financial Years. The
amount of future dividend payments, if any, will depend upon a number of factors, such as our future earnings,
financial condition, cash flows, working capital requirements, contractual obligations, applicable Indian legal
restrictions, capital expenditures and cost of indebtedness.

In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants
under the loan or financing agreements our Company may enter into. Even in years in which we may have profits,
we may decide to retain all of our earnings to finance the development and expansion of our business and,
therefore, may not declare dividends on our Equity Shares. There can therefore be no assurance that we will be
able to pay dividends in the future. For further details, see section “Dividend Policy” on page 162 of this Red
Herring Prospectus.

45. Our Equity Shares have never been publicly traded and may experience price and volume fluctuations
following the completion of the Offer, an active trading market for the Equity Shares may not develop, the
price of our Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above
the Offer Price or at all.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market may not
develop or be sustained after the Offer. Listing and quotation do not guarantee that a market for our Equity Shares
will develop or, if developed, the liquidity of such market for the Equity Shares. The Offer Price of the Equity
Shares is determined considering various financials factors of the Company and may not be indicative of the market
price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter.

There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our
Equity Shares after this Offer could fluctuate significantly as a result of market volatility or due to various internal
or external risks, including but not limited to those described in this Red Herring Prospectus. A decrease in the
market price of our Equity Shares could cause you to lose some or all of your investment.

46. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities may differ from
those that would apply to a company in another jurisdiction. Investors may have more difficulty in asserting their
rights as shareholders in an Indian company than as shareholder of a corporation in another jurisdiction.
Shareholders’ rights under Indian law may not be as extensive as shareholders’ rights under the laws of other
jurisdictions. Under the Companies Act, prior to issuance of any new equity shares, a public limited company
incorporated under Indian law must offer its equity shareholders pre-emptive rights to subscribe to a proportionate
number of equity shares to maintain existing ownership, unless such pre-emptive rights are waived by a special
resolution by a three-fourths majority of the equity shareholders voting on such resolution.

If you are a foreign investor and the law of the foreign jurisdiction that you are in does not permit the exercise of
such pre-emptive rights without our filing an offering document or registration statement with the applicable
authority in such foreign jurisdiction, you will be unable to exercise such pre-emptive rights, unless we make such
a filing. If we elect not to file an offering document or a registration statement, the new securities may be issued
to a custodian, who may sell the securities for your benefit. The value such custodian receives on the sale of any
such securities and the related transaction costs cannot be predicted. To the extent that you are unable to exercise
pre-emptive rights granted in respect of our Equity Shares, your proportional interest in our Company would
decline.

47. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions
under Indian law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the
market price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain types of
transactions involving actual or threatened change in control of us. Under the takeover regulations in India, 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

47
their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would
not be attempted or consummated because of the Indian takeover regulations.

48. There are restrictions on daily weekly monthly movement in the price of the equity shares, which may
adversely affect the shareholder’s ability to sell for the price at which it can sell, equity shares at a particular
point in time.

Once listed, we would be subject to circuit breakers imposed by the stock exchange, which does not allow
transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates
independently of the index- based market-wide circuit breakers generally imposed by SEBI. The percentage limit
on circuit breakers is said by the stock exchange based on the historical volatility in the price and trading volume
of the Equity Shares. The stock exchange does not inform us of the percentage limit of the circuit breaker in effect
from time to time and may change it without our knowledge. This circuit breaker limits the upward and downward
movements in the price of the Equity Shares. As a result of the circuit breaker, no assurance may be given regarding
your ability to sell your Equity Shares or the price at which you may be able to sell your Equity Shares at any
particular time.

49. The requirements of being a listed company may strain our resources and distract management.

We have no experience as a listed company and have not been subjected to the increased scrutiny of our affairs by
shareholders, regulators and the public that is associated with being a listed company. As a listed company, we
will incur additional legal, accounting, corporate governance and other expenses that we did not incur as an unlisted
company. We will be subject to the listing agreements with the Stock Exchanges and compliances of SEBI Listing
Regulation, 2015 which would require us to file audited annual and unaudited semi-annual and limited review
reports with respect to our business and financial condition. If we delay making such filings, we may fail to satisfy
our reporting obligations and/or we may not be able to readily determine and accordingly report any changes in
our results of operations as timely as other listed companies.

As a listed company, we will need to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, including keeping adequate records of daily transactions
to support the existence of effective disclosure controls and procedures, internal control over financial reporting
and additional compliance requirements under the Companies Act, 2013. In order to maintain and improve the
effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant
resources and management oversight will be required. As a result, management’s attention may be diverted from
other business concerns, which could adversely affect our business, prospects, financial condition, and results of
operations. In addition, we may need to hire additional legal and accounting staff with appropriate listed company
experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely
manner.

EXTERNAL RISK FACTORS

50. Our Company will not receive any proceeds from the Offer for Sale portion, and the Promoter Selling
Shareholder shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in
the Offer for Sale. Our Promoter are therefore interested in the Offer in connection with the Equity Shares
offered by them in the Offer for Sale.

The Offer includes an offer for sale of such number of Equity Shares aggregating 18,00,000 Equity shares by the
Promoter Selling Shareholder. The Promoter interested in the Offer Proceeds to the extent of the Equity Shares
offered by them in the Offer for Sale. The entire proceeds (net of offer expenses) from the Offer for Sale will be
paid to the Promoter Selling Shareholder in proportion to their respective portions of the Offered Shares transferred
pursuant to the Offer for Sale, and our Company will not receive any such proceeds. Further, except for listing
fees of the Offer, which will be borne by our Company, all cost, fees and expenses (including all applicable taxes)
in respect of the Offer will be shared amongst our Company and the Promoter Selling Shareholder on a pro-rata
basis, in proportion to the Equity Shares issued and allotted by our Company in the Fresh Issue and the Offered
Shares sold by the Selling Shareholders in the Offer for Sale, upon successful completion of the Offer. See Capital
Structure and Objects of the Offer on pages 71 and 87, respectively of this Red Herring Prospectus.

51. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could
adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires,
explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could

48
adversely affect our results of operations, cash flows or financial condition. Terrorist attacks and other acts of
violence or war in India or globally 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, India has witnessed local civil disturbances in recent years, and it is possible that future civil
unrest as well as other adverse social, economic or political events in India could have an adverse effect on our
business. Such incidents could also create a greater perception that investment in Indian companies involves a
higher degree of risk and could have an adverse effect on our business and the market price of the Equity Shares.

52. Financial instability in other countries, particularly countries with emerging markets, could disrupt
Indian markets and our business and cause the trading price of the Equity Shares to decrease.

The Indian financial markets and the Indian economy are influenced by economic and market conditions in other
countries, particularly emerging market countries in Asia. Although economic conditions are different in each
country, investors’ reactions to developments in one country can have adverse effects on the securities of
companies in other countries, including India. A loss of investor confidence in the financial systems of other
emerging markets may cause volatility in Indian financial markets and in the Indian economy. Any worldwide
financial instability could also have a negative effect on the Indian economy. Accordingly, any significant financial
disruption could have an adverse effect on our business, financial condition, and results of operations.

53. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate
and tax laws, may adversely affect our business, results of operations, financial condition, and prospects.

The regulatory and policy environment in which we operate is evolving and subject to change. Our business is
subject to a significant number of state tax regimes and changes in legislations governing them, implementing
them or the regulator enforcing them in any one of those jurisdictions could adversely affect our results of
operations. The applicable categories of taxes and tax rates also vary significantly from state to state, which may
be amended from time to time. The final determination of our tax liabilities involves the interpretation of local tax
laws and related regulations in each jurisdiction as well as the significant use of estimates and assumptions
regarding the scope of future operations and results achieved and the timing and nature of income earned, and
expenditures incurred. Changes in the operating environment, including changes in tax law, could impact the
determination of our tax liabilities for any given tax year. Taxes and other levies imposed by the Government or
State Governments that affect our industry include GST, income tax and other taxes, duties or surcharges
introduced from time to time and any adverse changes in any of the taxes levied by the Government or State
Governments could adversely affect our competitive position and profitability. Such changes, including the
instances mentioned below, may adversely affect our business, results of operations, financial condition and
prospects, to the extent that we are unable to suitably respond to and comply with any such changes in applicable
law and policy.

54. Civil unrest, acts of violence including terrorism or war involving India or other countries could materially
and adversely affect the financial markets and our business.

Any major hostilities involving India or other countries or other acts of violence, including civil unrest including
acts of terrorism or similar events that are beyond our control, could have a material adverse effect on the Indian
and/or global economies and our business. Terrorist attacks and other acts of violence may adversely affect the
Indian stock markets, where our Equity Shares will trade, and the global equity markets generally. Such events
could also potentially lead to a severe economic recession, which could adversely affect our business, results of
operations, financial condition, and cash flows, and more generally, any of these events could lower confidence in
India's economy.

India has witnessed civil disturbance in recent years, and it is possible that future civil unrest as well as other
social, economic and political events in India could have a negative impact on our business. Such incidents could
also create a greater perception that investment in Indian companies involves a higher degree of risk and could
have an adverse impact on our business and the price of our Equity Shares.

55. Political instability and significant changes in Government policy could adversely affect economic
conditions in India generally and our business in particular.

Changes in exchange rates and controls, interest rates, Government policies, taxation, social and ethnic instability
and other political and economic developments in and affecting India may have an adverse effect on our results of
operations.

49
India has a mixed economy with a large public sector and an extensively regulated private sector. The role of the
Government and that of the state governments in the Indian economy and their effect on producers, consumers,
service providers and regulators has remained significant over the years. Both state and central governments have,
in the past, among other things, imposed controls on the prices of a broad range of goods and services, restricted
the ability of businesses to expand existing capacity and reduce the number of their employees and determined the
allocation to businesses of raw materials and foreign exchange. Since 1991, successive Governments have pursued
policies of economic liberalization, including significantly relaxing restrictions in the private sector. Nevertheless,
the role of the Government and state governments in the Indian economy as producers, consumers and regulators
has remained significant. There can be no assurance that the Government’s past liberalization policies or political
stability will continue in the future. Elimination or substantial change of such policies or the introduction of
policies that negatively affect the security service industry could have an adverse effect on our business. Any
significant change in India’s economic liberalization and deregulation policies could disrupt business and
economic conditions in India generally and our business in particular.

56. The requirements of being a listed company may strain our resources.

We are not a listed company. We have not been subjected to the increased scrutiny of our affairs by shareholders,
regulators and the public at large that is associated with being a listed company. As a listed company, we will incur
significant legal, accounting, corporate governance, and other expenses that we did not incur as an unlisted
company. We will be subject to the Equity Listing Agreements with the Stock Exchange which will require us to
file audited annual and half yearly reports with respect to our business and financial condition. If we experience
any delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and
accordingly report any changes in our results of operations as promptly as other listed companies.

Further, as a listed company, we will need to maintain and improve the effectiveness of our disclosure controls
and procedures and internal control over financial reporting, including keeping adequate records of daily
transactions to support the existence of effective disclosure controls and procedures and internal control over
financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures
and internal control over financial reporting, significant resources and management attention will be required.

As a result, our management’s attention may be diverted from business concerns, which may adversely affect our
business, prospects, financial condition, and results of operations. Further, we may need to hire additional legal
and accounting staff with appropriate listed company experience and technical accounting knowledge but cannot
assure that we will be able to do so in a timely and efficient manner.

57. Any downgrading of India’s debt rating by an international rating agency could adversely affect our
business.

Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or international
rating agencies may adversely affect our ability to raise additional financing, and the interest rates and other
commercial terms at which such additional financing is available. This could have an adverse effect on our business
and financial performance, ability to obtain financing for capital expenditures and the price of the Equity Shares.

58. The trading volume and market price of the Equity Shares may be volatile following the Offer.

The market price of the Equity Shares may fluctuate as a result of, among other things, the following factors, some
of which are beyond our control:

• half yearly variations in our results of operations.

• results of operations that vary from the expectations of securities analysts and investors.
• results of operations that vary from those of our competitors.
• changes in expectations as to our future financial performance, including financial estimates by research
analysts and investors.
• a change in research analysts’ recommendations
• announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or
capital commitments.
• announcements by third parties / governmental entities of significant claims/ proceedings against us.
• new laws and governmental regulations applicable to our industry.
• additions or departures of key management personnel.
• changes in exchange rates.
• changes in the price of oil or gas.
• fluctuations in stock market prices and volume; and

50
 • general economic and stock market conditions

Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares.

59. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian
company are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange
held for more than 12 months will not be subject to capital gains tax in India, upto an amount of ₹ 1 lakh, if
Securities Transaction Tax (“STT”) has been paid on the transaction. STT will be levied on and collected by a
domestic stock exchange on which the equity shares are sold. Any gain realised on the sale of equity shares held
for more than 12 months to an Indian resident, which are sold other than on a recognised stock exchange and on
which no STT has been paid, will be subject to long term capital gains tax in India. Further, any gain realised 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 exempt from taxation in India in cases
where the exemption from taxation in India is provided under a treaty between India and the country of which the
seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a
result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon
the sale of the Equity Shares. In addition, changes in the terms of tax treaties or in their interpretation, as a result
of renegotiations or otherwise, may affect the tax treatment of capital gains arising from a sale of Equity Shares.

60. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to certain restrictions), if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in
compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions specified
by the RBI, then the prior approval of RBI will be required. Additionally, shareholders who seek to convert Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require
a no-objection or a tax clearance certificate from the Indian income tax authorities. We cannot assure investors
that any required approval from the RBI or any other governmental agency can be obtained on any particular terms
or at all. For further details, please refer to section titled “Restrictions on Foreign Ownership of Indian Securities”
beginning on page 247 of this Red Herring Prospectus.

61. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including
in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of
other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an
Indian company than as shareholder of a corporation in another jurisdiction.

62. QIB and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Retail Individual Investors can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/
Offer Closing Date. While our Company is required to complete Allotment pursuant to the Offer within six
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 operations 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 may 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.

51
 SECTION IV: INTRODUCTION
THE OFFER

PRESENT OFFER IN TERMS OF THE RED HERRING PROSPECTUS

Particulars Details of Equity Shares
Offer(1) 60,00,000 Equity Shares having face value of ₹ 10 each at a price of ₹
Public Offer of Equity Shares by [●] per equity share (including a share premium of ₹ [●] per Equity
our Company share) aggregating ₹ [●].
Of which
Fresh Issue of Equity Shares by 42,00,000 Equity Shares having face value of ₹10 each at a price of ₹
our Company [●] per Equity Share (including a share premium of ₹ [●] per Equity
share) aggregating ₹ [●].
Offer for sale(2) 18,00,000 Equity Shares having face value of ₹10 each at a price of ₹
[●] per Equity Share (including a share premium of ₹ [●] per Equity
share) aggregating ₹ [●].
The Offer consist of:
Market Maker Reservation 3,00,000 Equity Shares having face value of ₹10 each at a price of ₹ [●]
Portion per Equity Share (including a share premium of ₹ [●] per Equity share)
aggregating ₹ [●].
Net Offer to the Public 57,00,000 Equity Shares having face value of ₹10 each at a price of ₹
[●] per Equity Share (including a share premium of ₹ [●] per Equity
share) aggregating ₹ [●].
of which(3)
A. QIB portion (4) Not more than 28,44,000 Equity Shares
of which
(a) Anchor Investor Portion Upto 17,04,000 Equity Shares aggregating to ₹ [●] Lakhs
(b) Net QIB Portion (assuming Upto 11,40,000 Equity Shares aggregating to ₹ [●] Lakhs
the anchor Investor Portion is
fully subscribed)
of which
(i) Available for allocation to Upto 57,000 Equity Shares aggregating to ₹ [●] Lakhs
Mutual Funds only (5% of the Net
QIB Portion)
(ii) Balance of QIB Portion for all Upto 10,83,000 Equity Shares aggregating to ₹ [●] Lakhs
QIBs including Mutual Funds
B. Non – institutional portion Not Less than 8,56,000 Equity Shares aggregating to ₹ [●] Lakhs
C. Retail portion Not Less than 20,00,000 Equity Shares aggregating to ₹ [●] Lakhs
Pre and Post Offer Share Capital of our Company
Equity Shares outstanding prior 1,24,27,701 Equity Shares having face value of ₹10 per Equity Share
to the Offer

Equity Shares outstanding after 1,66,27,701 Equity Shares having face value of ₹10 per Equity Share
the Offer

Objects of the Offer Please refer Section titled “Objects of the Offer” on page 87 of this Red
Herring Prospectus.
(1) Public offer of 60,00,000 Equity Shares face value of ₹10 each for cash at a price of ₹ [●] including premium
of ₹ [●] per Equity Share of our Company aggregating to ₹ [●]. This Offer is being made in terms of Chapter
IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. For further details, please refer to
section “Offer Structure” beginning on page 209 of this Red Herring Prospectus. The Offer has been
authorised by a resolution of our Board dated September 01, 2023. Our Shareholders have authorised the
Offer pursuant to a special resolution dated September 21, 2023.
(2) The Equity Shares being offered by the Selling Shareholder have been held for a period of at least one year
immediately preceding the date of the Red Herring Prospectus, and are eligible for being offered for sale
pursuant to the Offer in terms of the SEBI ICDR Regulations:

52
 Sr. Name of the Date of No. of Equity Shares Amount (₹ in lakhs)
No. selling consent
shareholder Letter
1. Shravan Suthar September 18,00,000 equity shares [●]
1, 2023
(3) Subject to finalization of the Basis of Allotment. Number of shares may need to be adjusted for lot size upon
determination of Offer price.
(4) Our Company and Promoter Selling Shareholder, in consultation with the BRLM, may allocate up to 60%
of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations. 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 Portions 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 details, see “Offer Procedure” on
page 245.
(5) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category
except the QIB Portion, would be allowed to be met with spill-over from any other category or combination
of categories, as applicable, at the discretion of our Company and Promoter selling shareholder in
consultation with the BRLM and the Designated Stock Exchange, subject to applicable law. In the event of
an under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue
and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, the Equity Shares in the
Fresh Issue will be issued prior to the sale of Equity Shares through the Offer for Sale to meet the minimum
subscription of 90% of the Fresh Issue. Additionally, even if the minimum subscription to the Fresh Issue
is reached, the Equity Shares in the remaining portion of the Fresh Issue will be issued prior to the Equity
Shares being offered as part of the Offer for Sale.
(6) The Equity Shares being offered by the Promoter Selling Shareholder is eligible for being offered for sale
as part of the Offer in terms of the SEBI ICDR Regulations. For details of authorizations received for the
Offer, see “Other Regulatory and Statutory Disclosures” on page 190.

For further details regarding the Offer Structure and Procedure, please refer to the chapters titled “Offer
Structure” and “Offer Procedure” beginning on pages 209 and 214 respectively of this Red Herring Prospectus.

53
 SUMMARY OF FINANCIAL INFORMATION

STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

(₹ in lakhs)
Particulars Note 31.03.24 31.03.23 31.03.22
Equity & Liabilities
Shareholders' Funds
Share Capital 1 1,242.77 1,240.07
14.98
Reserve & Surplus 1 941.61 431.14
1,277.29
Total (A) 2,184.38 1,671.21
1,292.27

Non-Current Liabilities
Long Term Borrowings 2 2,070.88 1,732.91
1,937.63
Deferred Tax Liabilities (Net) 3 53.24 50.02
43.84
Other Long-Term Liabilities 4 - 3.17
3.17
Total (B) 2,124.12 1,786.10
1,984.63

Current Liabilities
Short Term Borrowings 5 3,999.83 1,958.02
1,992.20
Trade Payables 6 2,141.07 2,082.10
1,783.71
Other Current Liabilities 6 92.79 175.60
94.41
Short Term Provisions 6 11.32 -
20.88
Total (C) 6,245.00 4,215.72
3,891.20

Total (D=A+B+C) 10,553.50 7,673.02

7,168.11

Assets
Non-Current Assets
Property, Plant & Equipment:
(i) Tangible Assets 7 2,032.94 1,934.33
2,162.98
(ii) Intangible Assets 7 1.99 0.43
0.52
Non-current investments 8 47.52 - -
Deferred tax assets (net)

Long term loans and advances 9 12.85 12.85

12.85
Other Non-Current Assets 10 75.72 72.09
93.78
Total (E) 2,171.02 2,019.71
2,270.13

Current Assets

54
Inventories 11 4,930.31 3,848.21
3,016.54
Trade Receivables 12 3,008.77 1,587.26
1,616.25
Cash & Bank Balances 13 122.60 98.10
102.99
Short Term Loans & Advances & Other Current Assets 14 320.79 119.74
162.19
-
Total (F) 8,382.47 5,653.31
4,897.98

Total (G=E+F) 10,553.50 7,673.02

7,168.11

Particulars Note 31.03.24 31.03.23 31.03.22

Equity & Liabilities
Shareholders' Funds
Share Capital 1
1,242.77 1,240.07 14.98
Reserve & Surplus 1
941.61 431.14 1,277.29
Total (A)
2,184.38 1,671.21 1,292.27

Non-Current Liabilities
Long Term Borrowings 2
2,070.88 1,732.91 1,937.63
Deferred Tax Liabilities (Net) 3
53.24 50.02 43.84
Other Long-Term Liabilities 4 -
3.17 3.17
Total (B)
2,124.12 1,786.10 1,984.63

Current Liabilities
Short Term Borrowings 5
3,999.83 1,958.02 1,992.20
Trade Payables 6
2,141.07 2,082.10 1,783.71
Other Current Liabilities 6
92.79 175.60 94.41
Short Term Provisions 6 -
11.32 20.88
Total (C)
6,245.00 4,215.72 3,891.20

Total (D=A+B+C)
10,553.50 7,673.02 7,168.11

Assets
Non-Current Assets
Property, Plant & Equipment:
(i) Tangible Assets 7
2,032.94 1,934.33 2,162.98
(ii) Intangible Assets 7
1.99 0.43 0.52

55
Non-current investments 8 - -
47.52
Deferred tax assets (net)
Long term loans and advances 9
12.85 12.85 12.85
Other Non-Current Assets 10
75.72 72.09 93.78
Total (E)
2,171.02 2,019.71 2,270.13

Current Assets
Inventories 11
4,930.31 3,848.21 3,016.54
Trade Receivables 12
3,008.77 1,587.26 1,616.25
Cash & Bank Balances 13
122.60 98.10 102.99
Short Term Loans & Advances & Other Current Assets 14
320.79 119.74 162.19
-
Total (F)
8,382.47 5,653.31 4,897.98

Total (G=E+F)
10,553.50 7,673.02 7,168.11

STATEMENT OF PROFIT AND LOSS, AS RESTATED

(₹ in lakhs)
Not
Particulars 31.03.24 31.03.23 31.03.22
e
Income
Revenue from Operations 15
9,076.42 6,673.83 4,735.82
Other Income 16
7.51 10.37 5.99
Total Income (A)
9,083.93 6,684.20 4,741.81

Expenditure
Cost of materials consumed 17
7,447.64 5,745.46 4,021.41
Purchase of Traded goods -
-
Changes in Inventories of stock in trade 18
(329.54) (464.84) (356.26)
Employee Benefit Expenses 19
169.79 156.94 91.59
Finance Cost 20
378.59 343.88 327.03
Operational and Other Expenses 21
685.01 454.59 315.18
Depreciation and Amortization Charges 7
211.16 232.55 265.24
Total Expenditure (B)
8,562.65 6,468.58 4,664.19
Profit before exceptional and extraordinary items and
tax (C=A-B) 521.29 215.62 77.62

56
Exceptional items (D) - -
-
Profit before extraordinary items and tax (E=C-D)
521.29 215.62 77.62
Extraordinary items (F) - -
-
Net Profit before Tax (G=E-F)
521.29 215.62 77.62
Less: Provision for Taxes (H)
Current Tax -
13.00 20.88
Deferred Tax
3.22 6.18 8.32
Earlier Tax - -
-
Profit (Loss) for the period (G-H)
505.07 209.44 48.42
Earnings per equity share :
1) Basic
4.06 1.75 0.41
2) Diluted
4.06 1.75 0.41

57
 STATEMENT OF CASH FLOW, AS RESTATED
(₹ in Lakhs)
31.03.2
Particulars 31.03.24 31.03.22
3
CASH FLOW FROM OPERATING ACTIVITIES
Net profit before taxes
521.29 215.62 77.62
Adjustment for:
Add: Depreciation & Amortizations
211.16 232.55 265.24
Add: Interest Expenses
336.03 312.36 288.86

Operating Profit before Working capital changes 1,068.4

760.53 631.72
8
Adjustments for:

(Increase)/ Decrease in Trade Receivable (1,421. (1,106.

28.99
51) 18)
(Increase)/ Decrease in Short Term Loans & Advances & Other
(201.05
Current Assets 42.45 22.48
)
(Increase)/ Decrease in Long Term Loans & Advances
- - 3.58
(Increase)/ Decrease in Other Non-Current Assets
4.40 23.71 22.49

(Increase)/ Decrease in Inventories (1,082. (831. (558.32

10) 67) )
Increase/ (Decrease) in Other Current Liabilities
(82.81) 81.19 (6.86)
Increase/ (Decrease) in Short Term Provisions
- - 0.00
Increase/ (Decrease) in Long Term Liability
(3.17) - -
Increase/ (Decrease) in Trade Payables
58.97 298.38 1,148.23

Cash Generated from/used in Operations (1,658.78

403.58 157.13
)

Direct Taxes paid (1.68) (20.8

-
8)

Net Cash Flow from Operating Activities (A) (1,660.47

382.70 157.13
)
CASH FLOW FROM INVESTING ACTIVITIES
Sale / (Purchase) of Property, Plant & Equipment (Including
(311.32
Capital goods) (3.83) (2.69)
)
(Increase)/ Decrease in Fixed Deposit
(24.30) (2.64) (43.96)
(Increase)/ Decrease in Current Investments
- - -
(Increase)/ Decrease in Non Current Investments
(47.52) - -
Net Cash Flow from Investing Activities (B)
(383.14) (6.47) (46.65)
CASH FLOW FROM FINANCING ACTIVITIES

58
Shares Issue -
2.70 56.50
Securities Premium on shares -
5.40 113.00

Increase/ (Decrease) in Short Term Borrowings (34.1

2,041.80 864.62
7)

Increase/ (Decrease) in Long Term Borrowings (204. (681.53

337.97
71) )

Interest paid (336.03 (312. (288.86

) 36) )

Net Cash Flow from Financing Activities (C) 2,051.8 (381.74

(105.78)
4 )
Net Increase / (Decrease) in Cash & Cash Equivalents
8.23 (5.51) 4.71
Cash and cash equivalents at the beginning of the year /
Period 3.97 9.48 4.77
Cash and cash equivalents at the end of the year/ Period
12.20 3.97 9.48

59
 GENERAL INFORMATION

Our Company was originally incorporated as Durlax Archtech Private Limited on May 03, 2010, as a private
limited company under the provisions of Companies Act, 1956 pursuant to Certificate of Incorporation issued
by RoC, Mumbai, Maharashtra. Further, the name of the company was changed to Durlax India Private Limited
vide the Certificate of Incorporation pursuant to change of name dated August 23, 2017, issued by RoC, Mumbai,
Maharashtra. Subsequently, the name was changed to Durlax Top Surface Private Limited vide Certificate of
Incorporation pursuant to change of name dated January 06, 2023, issued by RoC, Mumbai, Maharashtra. The
Company was converted into a public limited company pursuant to shareholders resolution passed at the General
Meeting of our Company held on January 27, 2023, and the name of our Company was changed to “Durlax Top
Surface Private Limited”, and a Fresh Certificate of Incorporation dated March 29, 2023, was issued by RoC,
Mumbai, Maharashtra. The Corporate Identification Number of our Company is U74999MH2010PLC202712.
For details of incorporation, change of name and registered office of our Company, please refer to chapter titled
“History and Certain Corporate Matters” beginning on page 137 respectively of this Red Herring Prospectus.

BRIEF ABOUT THE COMPANY AND OFFER

301, Jaisingh Commonspace, Dayal Das Road, FP362 W.E. Highway, Vile
Registered Office Parle (East), Mumbai – 400 057, Maharashtra, India
Telephone No.: +91-75067 99831
Website: [Link]
Email id: info@[Link]
Date of Incorporation May 03, 2010
Company Registration 202712
Number
Corporate Identification U74999MH2010PLC202712
Number
Company Category Company limited by shares
Company Sub-Category Non-govt company
Everest, 100 Marine Drive, Mumbai- 400002, Maharashtra, India
Address of the Registrar of Telephone No.: 022-22812627/ 22020295/ 22846954
Companies Fax: 022-22811977
Email id: [Link]@[Link]
Website: [Link]
Emerge platform of NSE
Designated Stock Exchange Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai
400 051, Maharashtra.
Offer Program Anchor Portion Opens/Closes on: Tuesday, June 18, 2024
Offer Opens on: Wednesday, June 19, 2024
Offer Closes on: Friday, June 21, 2024
Company Secretary and Komal Birla
Compliance Officer Durlax Top Surface Limited
301, Jaisingh Commonspace, Dayal Das Road, FP362 W.E. Highway, Vile
Parle (East), Mumbai – 400 057, Maharashtra, India
Telephone No.: +91-75067 99831
Email id: cs@[Link]
Kalpana Joshi
Durlax Top Surface Limited
Chief Financial Officer 301, Jaisingh Commonspace, Dayal Das Road, FP362 W.E. Highway, Vile
Parle (East), Mumbai – 400 057, Maharashtra, India
Telephone No.: +91-75067 99831
Email Id: cfo@[Link]

60
Board of Directors of our Company

Our Board of Directors comprises of the following directors as on the date of filing of this Red Herring Prospectus:

Sr No Name Designation DIN Address

1. Shravan Suthar Managing Director 02985316 1602, Signia High, Off Western
Express Highway, Magathane, Near
Metro Cash and Carry, Mumbai-
400066, Maharashtra, India.
2. Lalit Suthar Whole Time 02985324 1502, Signia High, Off Western
Director Express Highway, Near Metro Cash
and Carry, Magathane, Mumbai-
400066, Maharashtra, India.
3. Abhishek Bansal Non - 09790993 C/314, Narmada Deep CHSL, Cabin
Executive Road, Bhayander East, Thane - 401105,
Independent Maharashtra, India.
Director
4. Narayan Samantra Non - 09798498 Room No. 09, Building No. 52,
Executive Sajjangad CHS, Lallubhai Compound,
Independent Mankhurd (West), Mumbai – 400043
Director
5. Roxy Teniwal Non - 09801276 602, Bhagwati Darshan Apartment,
Executive Near Uma Bhavan, Bhatar Road, Surat
Independent City, Bharthana Surat, Gujarat -
Director 395007.
For further details of our directors, see “Our Management” on page 142 of this Red Herring Prospectus.

Company Secretary and Compliance Officer:

Komal Birla
Durlax Top Surface Limited
301, Jaisingh Commonspace, Dayal Das Road, FP362 W.E. Highway, Vile Parle (East), Mumbai – 400 057,
Maharashtra, India
Telephone No.: +91-75067 99831
Website: [Link]
Email id: cs@[Link]
Note: Investors can contact our Company Secretary and Compliance Officer, the Book Running Lead Manager 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
and non-receipt of funds by electronic mode etc.

ALL GRIEVANCES RELATING TO THE ASBA PROCESS AND UPI PAYMENT MECHANISM MAY
BE ADDRESSED TO THE REGISTRAR TO THE OFFER, WITH A COPY TO THE RELEVANT
DESIGNATED INTERMEDIARY WITH WHOM THE ASBA FORM WAS SUBMITTED. THE
APPLICANT SHOULD GIVE FULL DETAILS SUCH AS NAME OF THE SOLE OR FIRST
APPLICANT, ASBA FORM NUMBER, APPLICANT DP ID, CLIENT ID, UPI ID (IF APPLICABLE),
PAN, DATE OF THE ASBA FORM, ADDRESS OF THE APPLICANT, NUMBER OF EQUITY SHARES
APPLIED FOR AND THE NAME AND ADDRESS OF THE DESIGNATED INTERMEDIARY WHERE
THE ASBA FORM WAS SUBMITTED BY THE ASBA APPLICANT.

Further, the investors shall also enclose the Acknowledgement Slip from the Designated Intermediaries in
addition to the documents/ information mentioned above.

61
Details of Key Intermediaries Pertaining to this Offer and our company

Book Running Lead Manager to the Offer Registrar to the Offer

Expert Global Consultants Private Limited Bigshare Services Private Limited
1511, RG Trade Tower Netaji Subhash Place, S6-2, 6th Pinnacle Business Park, Mahakali Caves
Pitampura, New Delhi – 110034, India Road, next to Ahura Centre, Andheri East, Mumbai-
Telephone: +91 11 4509 8234 400093, Maharashtra, India.
Email: ipo@[Link] Telephone: +91 22 6263 8200
Website: [Link] Facsimile: +91 22 6263 8299
Investor Grievance Email: Email: ipo@[Link]
compliance@[Link] Investor Grievance Email:
Contact Person: Mr. Gaurav Jain investor@[Link]
SEBI Registration Number: INM000012874 Contact Person: Mr. Vinayak Morble
CIN: U74110DL2010PTC205995 Website: [Link]
SEBI Registration Number: INR00001385
CIN: U99999MH1994PTC076534
Legal Counsel to the Offer Statutory and Peer Review Auditor
Zastriya, Attorneys & Legal Consultants N K Mittal and Associates
Address: 37/38, 3rd floor, Landmark Tower, Mith Address: 620, 6th Floor, Pearl Plaza, Opp. Andheri
Chowk, Link Road, Malad (West), Mumbai-400 064, Railway Station, Andheri (West), Mumbai -
Maharashtra, India. 400053.
Telephone: +91-9920120018/ +91-9920239759 Telephone: +91 98926 40589 / + 91 98924 12486
Contact Person: Nishant Rana and Chinmayee Email: nkmittalandassociates@[Link]
Email: [Link]@[Link], Contact Person: Mr. N. K. Mittal
[Link]@[Link] Membership No.: 046785
Firm Registration No.: 113281W
Peer Review Number: 012598
Banker to the Company Public Offer Bank/ Banker to the Offer/ Refund
Banker/Escrow Collection Bank
Punjab National Bank ICICI Bank Limited
Address: Marker Tower, F wing, 7th floor, Cuff Address: Capital Market Division, 5th Floor, HT
Parade, Mumbai-400005. Parekh Marg, Backbay Reclamation, Churchgate,
Telephone: +91- 94409 28758 Mumbai-400 020, Maharashtra, India
Email: mcc6294@[Link] Telephone: +91 022-68052182
Website: [Link] Fax: +91-22-66818921
Contact Person: Mr. A Naga Raju Email: ipocmg@[Link]
Website: [Link]
Contact Person: Mr. Varun Badai
SEBI Registration No: INBI00000004
CIN: L65190GJ1994PLC021012
Sponsor Bank Syndicate Member
ICICI Bank Limited Globalworth Securities Limited
Address: Capital Market Division, 5th Floor, HT Address: 716, 7th Floor, Neelkanth Corporate Park,
Parekh Marg, Backbay Reclamation, Churchgate, Kirol Road, Near VidhyaviharRailway Station,
Mumbai-400 020, Maharashtra, India Vidhyvihar, West, Mumbai – 400086, Maharashtra,
Telephone: 022-68052182 India
Fax: +91-22-66818921 Telephone: +91 022-69190011
Email: ipocmg@[Link] Fax: NA
Website: [Link] Email: compliance@[Link]
Contact Person: Mr. Varun Badai Website: [Link]
SEBI Registration No: INBI00000004 Contact Person: Mr. Kulin Shah
CIN: L65190GJ1994PLC021012 SEBI Certificate Registration: INZ000189732
CIN: U67190MH2010PLC201996

CHANGES IN THE AUDITORS

Except as stated below, there has been no change in the auditors of our Company in the three years immediately
preceding the date of this Red Herring Prospectus:

Sr. No. Name of Auditor Date of change Reason for change

1. Modi Mehta And Associates LLP Resignation due to
September 16, 2021
Chartered Accountants pre-occupancy of

62
 Sr. No. Name of Auditor Date of change Reason for change
Gala No 28, Blue Rose Industrial Estate, Opp personal work
Magathane Depot, Borivali East, Mumbai-
400066
Email Id: modimehta@[Link]
Contact Person: Khushal Shah
Firm Registration No.: 120894W/W100085
Membership No.: 160062
Peer Review No.: NA
2. Mukesh M Choksi & Co. November 30, 2021 Appointment due to
Chartered Accountants casual vacancy
101, Mickey Heritage, 7th Road, TPS -3,
Santacruz (East), Mumbai- 400055
Email Id: happymorning22@[Link]
Contact Person: Mukesh M Chokshi August 05, 2022 Resignation due to pre
Firm Registration No.: 0131513W occupancy of work
Membership No.: 031751
Peer Review No.: NA
3. MAY & Associates August 05, 2022 Appointment due to
Chartered Accountants casual vacancy
Building No 17, Room No 202, A Wing Stalag
Seventeen CHSL, Mumbai- 400089
Email Id: yadawarm1@[Link]
Contact Person: Manikandan Perumal November 14, 2022 Resignation due to pre
Yadawar occupancy of work
Firm Registration No.: 152461W
Membership No.: 193803
Peer Review No.: NA
4. N K Mittal and Associates
Chartered Accountants
620, 6th Floor, Pearl Plaza, Opp. Andheri
Railway Station, Andheri (West), Mumbai -
400053 Appointment due to
December 22, 2022
Email Id: nkmittalandassociates@[Link] casual vacancy
Contact Person: N K Mittal
Firm Registration No.: 113281W
Membership No.: 046785
Peer Review No.: 113281W

Investor grievances

Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Offer and/ or
the BRLM, 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 and non- receipt
of funds by electronic mode.

All grievances relating to the Offer may be addressed to the Registrar to the Offer, giving full details such as name,
address of the Bidder, number of Equity Shares applied for, the Bid amount paid on submission of the Application
Form and the bank branch or collection centre where the application was submitted.

All grievances relating to the UPI mechanism may be addressed to the Registrar to the Offer with a copy to the
relevant Sponsor Bank or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at
any of the Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of
the Brokers Centres, as the case may be, quoting the full name of the sole or first Bidder, Application Form number,
address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid-cum-
Application Form, name and address of the member of the Syndicate or the Designated Branch or the Registered
Broker or address of the RTA or address of the DP, as the case may be, where the Bid was submitted, and the UPI
ID of the UPI ID Linked Bank Account in which the amount equivalent to the Bid Amount was blocked.

All grievances relating to Bids submitted through the Registered Broker and/or a Stockbroker may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer.

63
Further, the investor shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition
to the documents/information mentioned hereinabove.

Statement of inter se allocation of Responsibilities for the Offer

Expert Global Consultants Private Limited is the sole Book Running Lead Manager (BRLM) to the Offer and all
the responsibilities relating to co-ordination and other activities in relation to the Offer shall be performed by them.

Designated Intermediaries

Self-Certified Syndicate Bank(S)

The list of banks that have been notified by SEBI to act as the SCSBs (i) in relation to the ASBA (other than
through UPI Mechanism) is provided on the website of SEBI at
[Link] or
[Link] as applicable or such
other website as updated from time to time, and (ii) in relation to ASBA (through UPI Mechanism), a list of which
is available on the website of SEBI at
[Link] or such other website as
updated from time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the
ASBA Forms from the Designated Intermediaries, refer to the above-mentioned link or any other such website as
may be prescribed by SEBI from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the list of branches
of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Application Forms
from the members of the Syndicate is available on the website of the SEBI
([Link] and updated from
time to time. For more information on such branches collecting Application Forms from the members of Syndicate
at Specified Locations, see the website of the SEBI
([Link]

Self-Certified Syndicate Banks Eligible as Sponsor Banks For UPI

The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer Bank
for UPI mechanism are provide on the website of SEBI on
[Link]

For details on Designated Branches of SCSBs collecting the Bid Cum Application Forms, please refer to the above-
mentioned SEBI link.

Registered Brokers

The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address,
telephone number and e-mail address, is provided on the website of SEBI ([Link]) at
[Link] 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 SEBI ([Link]) at
[Link] respectively, as updated from time to
time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the website of SEBI ([Link]) at
[Link] respectively, as updated from time to
time.

64
Expert

Our Company has received written consents from the following persons to include their names in this Red Herring
Prospectus as an “Expert” as defined under Section 2(38) of the Companies Act, 2013 and such consents have not
been withdrawn as on the date of this Red Herring Prospectus:

a) Consent dated June 07, 2024 from Statutory and Peer Review Auditor, in respect of Auditors’ reports on the
Restated Financial Statements
b) Consent dated June 07, 2024 from Statutory and Peer Review Auditor, in respect of Statement of Possible
Tax Benefit.
c) Consent dated May 15, 2024 from Independent Chartered Engineer i.e. M/s M-Tech Services LLP in respect
of their certificate on Company’s installed capacity and capacity utilization at manufacturing unit included
in Red Herring Prospectus.

Above-mentioned consents have not been withdrawn as on date of this RHP.

However, the term expert shall not be construed to mean an expert as defined under the U.S. Securities Act.

Monitoring Agency

Since the proceeds from the Fresh Issue does not exceed ₹ 10,000 Lakhs in terms of Regulation 262 (1) of the
SEBI (ICDR) Regulations, 2013, our Company is not required to appoint a monitoring agency for the purposes of
this Offer. However, as per Section 177 of the Companies Act, 2013, the Audit Committee of our Company, would
be monitoring the utilization of the proceeds of the Offer.

Appraising Authority

The objects of the Offer and deployment of funds are not appraised by any independent agency/ bank/ financial
institution.

Credit Rating

As the Offer is of Equity Shares, the appointment of a credit rating agency is not required.

IPO Grading

Since the Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations there is no requirement of
appointing an IPO Grading agency.

Trustees

As this is Offer of Equity Shares, the appointment of trustees is not required.

Green Shoe Option

No green shoe option is applicable for the Offer.

Book Building Process

The book building, in the context of the Offer, refers to the process of collection of Bids on the basis of the Red
Herring Prospectus within the Price Band, which will be decided by our Company and Promoter Selling
Shareholder, in consultation with the BRLM, and will be advertised in all editions of Financial Express (a widely
circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily
newspaper) and in Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional language
of Mumbai, where our registered office is situated), each with wide circulation, at least two working days prior to
the Bid/ Offer Opening Date. The Offer Price shall be finalized after the Bid/ Offer Closing Date.

All Bidders (except Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process.
Pursuant to the UPI Circulars, Retail Individual Bidders may also participate in this Offer through UPI in the
ASBA process. In accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-

65
Institutional Bidders bidding in the Non-Institutional Portion 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.

Each Bidder by submitting a Bid in Offer, will be deemed to have acknowledged the above restrictions and the
terms of the Offer.

Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation
to this Offer. In this regard, our Company has appointed the BRLM to manage this Offer and procure Bids for this
Offer. The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and
are subject to change from time to time. Bidders are advised to make their own judgement about an investment
through this process prior to submitting a Bid.

The process of Book Building is in accordance with the guidelines, rules and regulations prescribed by SEBI under
the SEBI ICDR Regulations and the Bidding Processes are subject to change from time to time. Investors are
advised to make their own judgment about investment through this process prior to submitting a Bid in this Offer.

Bidders should note that this Offer is also subject to obtaining (i) final approval of the RoC after the Prospectus is
filed with the ROC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company
shall apply for after Allotment.

For further details, please refer to the chapters titled “Offer Structure” and “Offer Procedure” beginning on pages
209 and 214, respectively of this Red Herring Prospectus.

Filing

The Red Herring Prospectus shall be filed with National Stock Exchange of India Limited, Exchange Plaza, Plot
No. C/1, G Block, Bandra- Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra.

As per SEBI Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/29 dated February 15, 2023, company shall upload
the Issue Summary Document (ISD) on exchange portal.

The Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Offer
Document in terms of Regulation 246 (2) of SEBI ICDR Regulations. However, pursuant to sub regulation (5) of
Regulation 246 of the SEBI ICDR Regulations, the copy of the Offer Document shall be furnished to the Board
(SEBI) in a soft copy. Pursuant to SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January
19, 2018, a copy of the Offer Document will be filed online through SEBI Intermediary Portal at
[Link]

A copy of the Red Herring Prospectus along with the documents required to be filed under Section 32 of the
Companies Act, 2013 would be filed with the RoC and copy of the Prospectus to be filed under 26 of the
Companies Act, 2013 would be filed with the RoC and through the electric portal at
[Link]

Illustration of Book Building Process and the Price Discovery Process

For an illustration of the Book Building Process and the price discovery process, please refer to the chapter titled
“Offer Procedure” on page 214 of this Red Herring Prospectus.

Underwriting Agreement

This Offer is 100% underwritten. The Underwriting agreement is dated March 14, 2024. Pursuant to the terms of
the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions
specified therein. The Underwriters have indicated their intention to underwrite the following number of specified
securities being offered through this Offer:

Details of the Underwriter No. of Shares Amount % of total Offer size

Underwritten Underwritten underwritten
Expert Global Consultants 60,00,000 [●] 100
Private Limited

As per Regulation 260(2) & (3) of SEBI (ICDR) Regulations, 2018, the Book Running Lead manager has agreed

66
to underwrite to a minimum extent of fifteen percent of the Offer out of its own account. In the opinion of the
Board of Directors (based on a certificate given by the Underwriters), the resources of the above-mentioned
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The above-
mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as broker with
the Stock Exchange.

Withdrawal of the Offer

Our Company and Promoter Selling Shareholder, in consultation with the Book Running Lead Manager, reserve
the right not to proceed with the Fresh Issue and the Promoter Selling Shareholder reserves the right not to proceed
with the Offer for Sale, in whole or in part thereof, to the extent of their portion of the Offered Shares at any time
before the Offer Opening Date without assigning any reason thereof.

If our Company and the Promoter Selling Shareholder withdraw the Offer any time after the Offer Opening Date
but before the allotment of Equity Shares, a public notice within two (2) Working Days of the Offer Closing Date,
providing reasons for not proceeding with the Offer shall be issued by our Company. 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.

The BRLM, through the Registrar to the Offer, will instruct the SCSBs to unblock the ASBA Accounts within one
(1) Working Day from the day of receipt of such instruction. If our Company and Promoter Selling Shareholder
withdraw the Offer after the Offer Closing Date and subsequently decide to proceed with an Offer of the Equity
Shares, our Company will file a fresh Offer Document with the stock exchanges where the Equity Shares may be
proposed to be listed. Notwithstanding the foregoing, the Offer is subject to obtaining (i) the final listing and
trading approvals of the Stock Exchanges with respect to the Equity Shares issued through the Red Herring
Prospectus, which our Company will apply for only after Allotment; and (ii) the final ROC approval of the
Prospectus.

Market Maker

Name: Globalworth Securities Limited

Address: 716, 7TH Floor, Neelkanth Corporate Park, Kirol
Road, Near Vidhyavihar Railway Station,
Vidhyavihar West, Mumbai – 400086,
Maharashtra, India
Tel No: +91 22 69190011
Fax No: NA
Contact Person: Kulin Shah
Email: compliance@[Link]
Website: [Link]
SEBI Registration No.: INZ000189732
CIN U67190MH2010PLC201996

Details of the Market Making Arrangement for this Offer

Our Company and the Book Running Lead Manager, have entered into an agreement dated March 14, 2024 with
Globalworth Securities Limited, a Market Maker registered with Emerge Platform of NSE Limited in order to
fulfil the obligations of Market Making.

The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, and its amendments from time to time and the circulars issued by the NSE and SEBI regarding this
matter from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall
be monitored by the Stock Exchange. Further, the Market Maker shall inform the exchange in advance for
each and every black out period when the quotes are not being offered by the Market Maker.

2. The minimum depth of the quote shall be ₹ 1,00,000. However, the investors with holdings of value less than
₹ 1,00,000 shall be allowed to Offer their holding to the Market Maker in that scrip provided that he sells his
entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.

67
3. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and
other particulars as specified or as per the requirements of the NSE Emerge Platform and SEBI from time to
time.

4. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the NSE
Emerge Platform (The lot size will be based as per SEBI circular dated February 21, 2012 on determination
of Price band.)

5. The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant
circulars issued by SEBI and Emerge Platform of NSE Limited from time to time.

6. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the
quotes given by him.

7. There would not be more than five Market Makers for a script at any point of time and the Market Makers
may compete with other Market Makers for better quotes to the investors.

8. The shares of the Company will be traded in continuous trading session from the time and day the company
gets listed on Emerge Platform of NSE Limited and Market Maker will remain present as per the guidelines
mentioned under NSE and SEBI circulars.

9. The Market Maker shall start providing quotes from the day of the listing / the day when designated as the
Market Maker for the respective scrip and shall be subject to the guidelines laid down for market making by
the exchange.

10. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his
inventory through market making process, National Stock Exchange of India Limited may intimate the same
to SEBI after due verification.

11. After a period of three (3) months from the market making period, the market maker would be exempted to
provide quote if the Shares of market maker in our Company reaches to 25% of Offer Size (Including the 5%
of Equity Shares ought to be allotted under this Offer). Any Equity Shares allotted to Market Maker under
this Offer over and above 25% Equity Shares would not be taken in to consideration of computing the
threshold of 25% of Offer Size. As soon as the Shares of market maker in our Company reduce to 24% of
Offer Size, the market maker will resume providing 2-way quotes.

12. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily/fully from the market – for instance due to system problems or any other problems. All
controllable reasons require prior approval from the Exchange, while force-majeure will be applicable for
non-controllable reasons. The decision of the Exchange for deciding controllable and non-controllable
reasons would be final.

13. The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote)
shall be within 10% or as intimated by Exchange from time to time.

14. The Market Maker shall not buy the shares from the promoters or persons belonging to promoter group of
Issuer or any person who has acquired shares from such promoter or person belonging to promoter group,
during the compulsory market making period.

15. The Market Maker shall have the right to terminate the said arrangement by giving a three months-notice or
on mutually acceptable terms to the Book Running Lead Manager, who shall then be responsible to appoint
a replacement Market Maker. In case of termination of the above mentioned Market Making Agreement prior
to the completion of the compulsory Market Making period, it shall be the responsibility of the Book Running
Lead Manager to arrange for another Market Maker in replacement during the term of the notice period being
served by the Market Maker but prior to the date of releasing the existing Market Maker from its duties in
order to ensure compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018.
Further the Company and the Book Running Lead Manager reserve the right to appoint other Market Makers

68
 either as a replacement of the current Market Maker or as an additional Market Maker subject to the total
number of Designated Market Makers does not exceed five or as specified by the relevant laws and
regulations applicable at that particulars point of time.

16. The Book Running Lead Manager if required has a right to appoint a nominee director on the Board of the
Issuer Company any time during the compulsory Market Making period provided it meets requirements of
the SEBI (ICDR) Regulations 2018.

17. The Market Maker shall not be responsible to maintain the price of the shares of the Issuer Company at any
particular level and is purely supposed to facilitate liquidity on the counter of Issuer via its 2-way quotes. The
price shall be determined and be subject to market forces.

18. Further, the following shall apply to market makers while managing their inventory during the process of
market making:
• The exemption from threshold as per table below shall not be applicable for the first three months of market
making and the market maker shall be required to provide two-way quotes during this period irrespective of
the level of holding.
• Threshold for market making as per table below will be inclusive of mandatory inventory of 5.00% of offer
size at the time of allotment in the offer.
• Any initial holdings over and above such 5.00% of offer size would not be counted towards the inventory
levels prescribed.
• Apart from the above mandatory inventory, only those shares which have been acquired on the platform of
the exchange during market making process shall be counted towards the Market Maker's threshold.
• Threshold limit will take into consideration, the inventory level across market makers.
• The market maker shall give two-way quotes till he reaches the upper limit threshold, thereafter he has the
option to give only sell quotes.
• Two-way quotes shall be resumed the moment inventory reaches the prescribed re-entry threshold.

19. Risk containment measures and monitoring for Market Maker: Emerge Platform of NSE Limited will
have all margins which are applicable on the NSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR)
Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. NSE can impose any other
margins as deemed necessary from time-to-time.

20. Punitive Action in case of default by Market Maker: Emerge Platform of NSE Limited will monitor the
obligations on a real-time basis and punitive action will be initiated for any exceptions and/or non-
compliances. Penalties / fines may be imposed by the Exchange on the Market Maker in case he is not able
to provide the desired liquidity in a particular security as per the specified guidelines. These penalties / fines
will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market Maker in
case he is not present in the market (offering two-way quotes) for at least 75% of the time. The nature of the
penalty will be monetary as well as suspension in market making activities / trading membership.

The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties /
fines / suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from
time to time.

21. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20,
2012, has laid down that for Issue size up to ₹ 250 Crores, the applicable price bands for the first day shall
be:
● In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the equilibrium price.

● In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the Offer price.

22. Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading.
The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote)
shall be within 10% or as intimated by Exchange from time to time.

69
 Market Price Slab Proposed spread (in % to sale price)
Up to ₹50 9
₹50 to ₹75 8
₹75 to ₹100 6
Above ₹100 5

23. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper
side for Markets Makers during market making process has been made applicable, based on the Offer size
and as follows:
Buy quote exemption threshold Re-Entry threshold for buy
Offer Size (including mandatory initial quote (including mandatory
inventory of 5% of the Offer Size) initial inventory of 5% of the
Offer Size)
Up to ₹ 20 Crores 25% 24%
₹ 20 Crores to ₹ 50 Crores 20% 19%
₹ 50 Crores to ₹ 80 Crores 15% 14%
Above ₹ 80 Crores 12% 11%

All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change
based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.

On the first day of listing, there will be a pre-open session (call auction) and there after trading will happen as per
the equity market hours. The circuits will apply from the first day of the listing on the discovered price during the
pre-open call auction. The securities of the Company will be placed in SPOS and would remain in Trade for Trade
settlement for 10 days from the date of listing of Equity Shares on the Stock Exchange.

The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do so.

70
 CAPITAL STRUCTURE

Our Equity Share capital before the Offer and after giving effect to the Offer, as at the date of this Red Herring
Prospectus, is set forth below:
Amount (₹ in Lakhs except share data)
Sr. Particulars Aggregate Aggregate
No. Nominal Value Value at Offer
Price(1)
I. Authorized share capital
2,00,00,000 Equity Shares of ₹10 each 2,000.00 -
II. Issued, subscribed and paid-up share capital prior to the
Offer(2)(3)
1,24,27,701 Equity Shares of ₹10 each 1,242.77 -
III. Present Offer in terms of the Red Herring Prospectus
Fresh Issue of 42,00,000(2) Equity Shares having face value 420.00 [●]
of ₹ 10 each at a price of ₹ [●] per equity share (including a
share premium of ₹ [●] per Equity share) aggregating ₹ [●](4)
Offer for Sale of 18,00,000 Equity Shares having face value 180.00 [●]
of ₹ 10 each at a price of ₹ [●] per equity share (including a
share premium of ₹ [●] per Equity share) aggregating ₹ [●](5)
The Offer consist of:
Market Maker Reservation Portion
3,00,000 Equity Shares having face value of ₹10 each at a 30.00 [●]
price of ₹ [●] per Equity Share (including a share premium
of ₹ [●] per Equity share) aggregating ₹ [●].
Net Offer to the Public
57,00,000 Equity Shares having face value of ₹10 each at a 570.00 [●]
price of ₹ [●] per Equity Share (including a share premium
of ₹ [●] per Equity share) aggregating ₹ [●].
Net Issue to public consists of:
Allocation to QIB portion
Not more than 28,44,000 Equity Shares 284.40 [●]
Of which
(a) Anchor Investor Portion
Upto 17,04,000 Equity Shares aggregating to ₹ [●] Lakhs 170.40 [●]
(b) Net QIB Portion (assuming the anchor Investor
Portion is fully subscribed)
Upto 11,40,000 Equity Shares aggregating to ₹ [●] Lakhs 114.00 [●]
Of which:
(i) Available for allocation to Mutual Funds only (5% of
the Net QIB Portion)
Upto 57,000 Equity Shares aggregating to ₹ [●] Lakhs 5.70 [●]
(ii) Balance of QIB Portion for all QIBs including Mutual
Funds
Upto 10,83,000 Equity Shares aggregating to ₹ [●] Lakhs 108.30 [●]
Allocation to Non – Institutional
Not Less than 8,56,000 Equity Shares aggregating to ₹ [●] 85.60 [●]
Lakhs
Allocation to Retail
Not Less than 20,00,000 Equity Shares aggregating to ₹ [●] 200.00 [●]
Lakhs
IV. Issued, subscribed and paid-up share capital after to the
Offer
1,66,27,701 Equity Shares of ₹ 10 each [●]
V. Securities premium account
Before the Offer 200.16
After the Offer [●]
(1) To be updated upon finalization of the Offer Price
(2) For details in relation to the changes in the authorized share capital of our Company since incorporation, see
“History and Certain Corporate Matters - Amendments to our Memorandum of Association” on page 137 of
this Red Herring Prospectus.

71
(3) As on the date of this Red Herring Prospectus, there are no partly paid-up Equity Shares of our Company and
there is no share application money pending for allotment.
(4) The Fresh Issue has been authorized pursuant to a resolution of our Board of Directors dated September 01,
2023 and by special resolution passed under Section 62(1)(c) of the Companies Act, 2013 at the Extra Ordinary
General Meeting of the members held on September 21, 2023.
(5) For details of authorizations received for the Offer for Sale, please refer to the chapter “The Offer” beginning
on page 52 of this Red Herring Prospectus. The Equity Shares being offered by each Promoter Selling
Shareholder have been held by them for a period of at least one year prior to the date of filing of the Red
Herring Prospectus with SEBI, calculated in the manner as set out under Regulation 8 of SEBI ICDR
Regulations and are eligible for being offered for sale in the Offer.

Class of Shares

Our Company has only one class of share capital i.e. Equity Shares of ₹ 10/- each. All Equity Shares issued are
fully paid up.

Our Company does not have any outstanding convertible instruments as on the date of this Red Herring Prospectus.

1. Changes in the authorised share capital of our Company

Sr. Particulars of Cumulative no. Cumulative no. of Cumulative Date of Whether

No Increase of Equity Preference Shares Authorize Meeting AGM/
. Shares Share EGM
Capital
(Amount in
₹)
1 On Incorporation 50,000 5,00,000 NA NA
(May 03, 2010)
2 Increase in 5,00,000 50,00,000 December EGM
Authorised 08, 2015
Share Capital
from ₹ Five
Lakhs to ₹ Fifty
Lakhs
3 Increase in 50,00,000 50,000 10,00,00,000 March 17, EGM
Authorised Share 2016
Capital from ₹
Fifty Lakhs to ₹
Ten Crore
(Equity Shares of
Face value of ₹
10/- each and
Preference
Shares of Face
value of ₹1,000/-
each)

4 Sub-division of 50,00,000 50,00,000 10,00,00,000 March 02, EGM

authorized 2020
preference share
capital of our
Company having
a face value of ₹
1,000/- to ₹ 10/-
each
5. Reclassification 1,00,00,000 - 10,00,00,000 Novembe EGM
of authorized r 21, 2022
share capital of
Company of
50,00,000
Preference
Shares of ₹ 10

72
 Sr. Particulars of Cumulative no. Cumulative no. of Cumulative Date of Whether
No Increase of Equity Preference Shares Authorize Meeting AGM/
. Shares Share EGM
Capital
(Amount in
₹)
each aggregating
to ₹ 5,00,00,000
into 50,00,000
Equity shares of ₹
10 each
aggregating to ₹
5,00,00,000
6. Increase in 2,00,00,000 - 20,00,00,000 Novembe EGM
Authorised Share r 21, 2022
Capital from ₹
Ten Crore to ₹
Twenty Crore
For details of the changes to the authorised share capital of our Company, see “History and Certain Corporate
Matters-Amendments to our Memorandum of Association” on page 137 of this Red Herring Prospectus.

2. Equity Share capital history of our Company

(a) The following table sets forth the history of the Equity Share capital of our Company:
Date of Number of Face Issue Nature of Nature of Cumulative Cumulative
Allotment Equity Value Price Consideration allotment Number of Share
Shares per per (Cash/ Other Equity Capital
Equity Equity than Cash) Shares (₹)
Share Share
(₹) (₹)

On
Incorporation Subscription
40,000 10 10 Cash 40,000 4,00,000
(May 03, to MOA
2010)(i)
Conversion
December Other than
10,000 10 710 of loan into 50,000 5,00,000
26, 2015(ii) Cash
Shares
Conversion
May 22, Other than
45,905 10 1172 of loan into 95,905 9,59,050
2017(iii) Cash
Shares
July 13,
7,902 10 1172 Cash Rights Issue 1,03,807 10,38,070
2017(iv)
October 10,
3,412 10 1172 Cash Rights Issue 1,07,219 10,72,190
2017(v)
Conversion
March 30, Other than
42,600 10 1220 of loan into 1,49,819 14,98,190
2019(vi) Cash
Shares
December Other than
1,16,85,882 10 NA Bonus Issue 1,18,35,701 11,83,57,010
26, 2022(vii) Cash
January 07, Preferential
4,00,000 10 30 Cash 1,22,35,701 12,23,57,010
2023(viii) allotment

February 27, 1,04,000 Preferential

10 30 Cash 1,23,39,701 12,33,97,010
2023(ix) allotment

March 17, Preferential

61,000 10 30 Cash 1,24,00,701 12,40,07,010
2023(x) allotment

73
 Date of Number of Face Issue Nature of Nature of Cumulative Cumulative
Allotment Equity Value Price Consideration allotment Number of Share
Shares per per (Cash/ Other Equity Capital
Equity Equity than Cash) Shares (₹)
Share Share
(₹) (₹)

April 13, Preferential

27,000 10 30 Cash 1,24,27,701 12,42,77,010
2023(xi) allotment
Total 1,24,27,701

Notes:

(i) Initial Subscribers to Memorandum of Association subscribed 40,000 Equity Shares of face value of ₹10/-
each fully paid at par as per the details given below:
Sr. No. Name of the Person No. of Shares Subscribed
1. Shravan Suthar 20,000
2. Lalit Suthar 20,000
Total 40,000

(ii) Conversion of unsecured loan into Equity aggregating to 10,000 Equity shares of face value of ₹10/-
each fully paid at par as per the details given below:

Sr. No. Name of the Person No. of Shares Subscribed

1. Shravan Suthar 10,000
Total 10,000

(iii) Conversion of unsecured loan into Equity aggregating to 45,905 Equity shares of face value of ₹10/- each
fully paid at par as per the details given below:

Sr. Name of the Person No. of Shares Subscribed

No.
1. Shravan Suthar 22,445
2. Lalit Suthar 10,400
3. Amit Vyas 6,058
4. Pankaj Suthar 4,730
5. Laxmichand Suthar 1,120
6. Jesal Vyas 1,152
Total 45,905

(iv) Rights Issue of 7,902 Equity Shares of face value of ₹10/- each as per the details given below:

Sr. No. Name of the Person No. of Shares Subscribed

1. Amit Vyas 6,768
2. Jesal Vyas 1,134
Total 7,902

(v) Rights Issue of 3,412 Equity Shares of face value of ₹10/- each as per the details given below:

Sr. No. Name of the Person No. of Shares Subscribed

1. Amit Vyas 3,412
Total 3,412

(vi) Preferential allotment of Conversion of unsecured loan into 42,600 Equity shares of face value of ₹10/-
each fully paid at par as per the details given below:

74
 Sr. Name of the Person No. of Shares Subscribed
No.
1. Shravan Suthar 26,618
2. Lalit Suthar 10,245
3. Pankaj Suthar 5,737
Total 42,600

(vii) Bonus Issue of 1,16,85,882 Equity shares of face value of ₹10/- each fully paid at par as per the details
given below:

Sr. Name of the Person No. of Shares Subscribed

No.
1. Shravan Suthar 81,96,318
2. Lalit Suthar 17,90,178
3. Laxmichand Suthar 8,82,960
4. Pankaj Suthar 8,16,426
Total 1,16,85,882

(viii) Preferential allotment of 4,00,000 Equity shares of face value of ₹10/- each fully paid up at par as per
the details given below:

Sr. Name of the Person No. of Shares Subscribed

No.
1. Sanjay Vora 50,000
2. Jethalal Vora 50,000
3. Neha Vora 50,000
4. Urmila Vora 50,000
5. Lata Shah 50,000
6. Tvisha Corporate Advertisers LLP 50,000
7. Vishnukumar LAC 50,000
8. Manisha Maheshwari 10,000
9. Arjun Kumar 10,000
10. Raj Kumari 10,000
11. Pragnesh Sushil 10,000
12. Uma Agrawal 5,000
13. Priyesh Agarwal 5,000
Total 4,00,000

(ix) Preferential allotment of 1,04,000 Equity shares of face value of ₹10/- each fully paid up at par as per
the details given below:

Sr. Name of the Person No. of Shares Subscribed

No.
1. Meenabai Chopda 42,000
2. Rishabh Chopda 24,000
3. Nareshkumar Chopda 24,000
4. Sidharth Jain 14,000
Total 1,04,000

(x) Preferential allotment of 61,000 Equity shares of face value of ₹10/- each fully paid up at par as per the
details given below:

Sr. No. Name of the Person No. of Shares Subscribed

1. Supriya Anand Vyas 37,000
2. Anand Vyas 14,000
3. Sidharth Jain 10,000
Total 61,000

(xi) Preferential allotment of 27,000 Equity shares of face value of ₹10/- each fully paid up at par as per the
details given below:

75
 Sr. Name of the Person No. of Shares Subscribed
No.
1. Rishabh Chopda 18,000
2. Nareshkumar Chopda 9,000
Total 27,000

(b) Equity Shares issued for consideration other than cash or out of revaluation reserves:

Other than as set out below, our Company has made no other issues of Equity Shares for consideration other than
cash as on the date of this RHP:

Date of Allotment Number of Face Value Issue Price Nature of Nature of

Equity Shares per Equity per Equity Consideration allotment
Share (₹) Share (₹) (Cash/ Other
than Cash)
Conversion of
December 26, 2015(ii) 10,000 10 710 Other than Cash
loan into Shares
Conversion of
May 22, 2017(iii) 45,905 10 1172 Other than Cash
loan into Shares
Conversion of
March 30, 2019(vi) 42,600 10 1220 Other than Cash
loan into Shares
December 26, 2022(vii) 1,16,85,882 10 NA Other than Cash Bonus Issue
Total 1,17,84,387

(c) Equity Shares allotted in terms of any schemes of arrangement:

Our Company has not allotted any Equity Shares in terms of any scheme approved under Section 391-394 of the
Companies Act, 1956 or Section 230-232 of the Companies Act, 2013.

(d) Equity Shares allotted at a price lower than the Offer Price in the last year: Not Applicable

3. As on the date of this Red Herring Prospectus, our Company does not have any outstanding preference shares.

4. Equity Shares issued pursuant to employee stock option schemes.

As on date of this Red Herring Prospectus, our Company has not issued Equity Shares pursuant to the ESOP
Plan and ESARP Plan (Employees Stock Appreciation Right Plan).

5. Our Company has not revalued its assets since inception and has not issued equity shares (including bonus
shares) by capitalizing any revaluation reserves.

6. The shareholding pattern of our Company before the offer as per Regulation 31 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is given here below:
Sr. Particular Yes/No Promoters Public Non-
No. and Shareholder Promoter –
Promoter Non-Public
Group

1. Whether the Company has issued any partly No No No No

paid-up shares?
2. Whether the Company has issued any No No No No
Convertible Securities?
3. Whether the Company has issued any No No No No
Warrants?
4. Whether the Company has any shares No No No No
against which depository receipts are
issued?
5. Whether the Company has any shares in No No No No
locked-in?*

76
 Sr. Particular Yes/No Promoters Public Non-
No. and Shareholder Promoter –
Promoter Non-Public
Group

6. Whether any shares held by promoters are No No No No

pledge or otherwise encumbered?
7. Whether company has equity shares with No No No No
differential voting rights?
* All Pre-IPO Equity Shares of our Company will be locked in as mentioned above prior to listing of shares on
SME Platform of NSE Limited.

Our Company will file the shareholding pattern in the form prescribed under Regulation 31 of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, one day prior to the Listing of the Equity Shares.
The Shareholding Pattern will be uploaded on the Website of the NSE before commencement of trading of such
Equity Shares.

77
The table below represents the shareholding pattern of our Company in accordance with Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as on the date of the Red Herring Prospectus:
Summary of Shareholding Pattern

Number of
Shareholdi Numbe Shares
Number of Voting Rights held ng , as a % r of pledged or
Shareholdi
in each class of securities1 No. of assuming Locked otherwise
ng as a
Shares full in encumbere
No. % of total
Underly conversion shares3 d
of no. of
ing of Number of
Partl No. of shares No of Voting Rights As
Outstandi convertible equity
y shares (calculate d a
No. of ng securities ( shares held
Nos. paid- underly as per %
Category fully paid Total convertibl as a As a in
of up ing SCRR, of
of up equity nos. Class e percentage % of dematerializ
Catego share equit Deposito 1957) Total tota
shareholde shares shares Equity securities of diluted No. total ed form4
ry holde y ry As a % of Clas as a No l
r held held Shares of Total (including share (a) Share
rs share Receipts (A+B+C2 sY % of . Sha
₹10/- Warrants) capital) s held
s ) (A+B (a) r es
each2 As a % of (b)
held + C) hel
(A+B+C2)
d
(b)
VII =
I II III IV V VI IV+V+V VIII IX X XI=VII+X XII XIII XIV
I
Promote
rs & 1,18,35,7 1,18,35,7 1,18,35,7 1,18,35,7 95.7 1,18,35,70
4 - - 95.71 - - 95.71 - -
(A) Promote 01 01 01 01 1 1
r Group
- -
(B) Public 17 5,92,000 - - 5,92,000 4.77 5,92,000 - 5,92,000 4.77 - 4.77 5,92,000
Non-
Promote
(C) r- - - - - - - - - - - - - - - -
Non-
Public

78
 Shares
(C1) underlyi - - - - - - - - - - - - - - -
ng DRs
Shares
held by
(C2) - - - - - - - - - - - - - - -
Emp.
Trusts
Total 21 1,24,27,70 - - 1,24,27,7 100.00 1,24,27,7 - 1,24,27,7 100.0 - 100.00 - - 1,24,27,701
1 01 01 01 0
Note:
1
As on date of this Red Herring Prospectus 1 Equity share holds 1 vote
2
We have only one class of Equity Shares of face value of ₹ 10/- each.
3
All Pre-IPO Equity Shares of our Company will be locked in as mentioned above prior to listing of shares on Emerge Platform of National Stock Exchange of India Limited.

79
7. All Pre-IPO Equity Shares of our Company will be locked in as mentioned above prior to listing of Equity
Shares on Emerge Platform of National Stock Exchange of India Limited.

8. Our Company has not made any public offer (including any rights issue to the public) since its incorporation.

9. As on the date of this Red Herring Prospectus, our Promoter does not hold any preference shares in our
Company.

10. Company may do pre-IPO placement in the period commencing from submission of this Red Herring
Prospectus until the Equity Shares to be issued pursuant to the Offer have been listed.

11. The list of the shareholders of the company holding 1% or more of the paid-up share capital of the company:

a. As on the date of the Red Herring Prospectus:

Sr. Name of the Number of Equity % of the then existing paid up capital
No. Shareholder Shares
1. Shravan Suthar 83,01,399 66.94
2. Lalit Suthar 18,13,129 14.62
3. Laxmichand Suthar 8,94,280 7.21
4. Pankaj Suthar 8,26,893 6.67
Total 1,18,35,701 95.44

b. Ten (10) days prior to the date of the Red Herring Prospectus:

Sr. Name of the Shareholder Number of Equity % of the then existing paid up capital
No. Shares
1. Shravan Suthar 83,01,399 66.94
2. Lalit Suthar 18,13,129 14.62
3. Laxmichand Suthar 8,94,280 7.21
4. Pankaj Suthar 8,26,893 6.67
Total 1,18,35,701 95.44

c. One (1) year prior to the date of the Red Herring Prospectus:

Sr. Name of the Shareholders Number of Equity % of the then existing paid up capital
No. Shares
1. Shravan Suthar 1,05,081 70.14
2. Lalit Suthar 22,951 15.32
3. Laxmichand Suthar 11,320 7.56
4. Pankaj Suthar 10,467 6.99
Total 1,49,819 100.00

d. Two (2) year prior to the date of the Red Herring Prospectus:

Sr. Name of the Shareholders Number of Equity % of the then existing paid up capital
No. Shares
1. Shravan Suthar 1,05,081 70.14
2. Lalit Suthar 22,951 15.32
3. Laxmichand Suthar 11,320 7.56
4. Pankaj Suthar 10,467 6.99
Total 1,49,819 100.00

12. There will not be any further issue of capital, whether by way of issue of bonus shares, preferential allotment,
right issue or in any other manner during the period commencing from the date of the Red Herring Prospectus
until the date of listing of Equity Shares or refund of application monies in pursuance of the Red Herring

80
 Prospectus. However, our Company may alter its capital structure by way of split/consolidation of the
denomination of Equity Shares or issue of equity shares on a preferential basis or issue of bonus or rights or
further public issue of equity shares or qualified institutional placements, within a period of six months from
the date of opening of the present issue to finance an acquisition, merger or joint venture or for regulatory
compliance or such other scheme of arrangement or any other purpose, as the Board of Directors may deem
fit, if an opportunity of such nature is determined by the Board of Directors to be in the interest of our
Company.

13. Build-up of our Promoters and Shareholding of our Promoters:

a. Build-up of our Promoters:

As on the date of this Red Herring Prospectus, our Promoters, Shravan Suthar and Lalit Suthar collectively
hold 83,01,399 Equity Shares, which constitutes 66.80% of the pre-offered, subscribed and paid-up Equity
Share capital of our Company. None of the Equity Shares held by our Promoters are subject to any pledge.

1. Shravan Suthar

Date of Number Face Issue/ Nature of Nature of % of pre % of post

Allotment/ of Equity Value Per Acquisitio Considera Transaction offer offer
Transfer / Shares Share (₹) n/ Sale tion equity equity
when Price per (Cash/ share share
made fully Share Other capital capital
paid up* (₹)** than
Cash)
On 20,000 10/- 10/- Cash Subscription to the 0.16% 0.12%
Incorporati MoA
on (May
03, 2010)
December 9,780 10/- 710/- Cash Transfer from Lalit 0.08% 0.06%
17, 2015 Suthar
December 10,000 10/- 710/- Other than Further allotment 0.08% 0.06%
26, 2015 Cash through Conversion
of loan into Shares
May 22, 22,445 10/- 1,172/- Other than Further allotment 0.18% 0.13%
2017 Cash through Conversion
of loan into Shares
October 16,238 10/- 1,220/- Cash Transfer from Amit 0.13% 0.10%
04, 2018 Vyas
March 30, 26,618 10/- 1,220/- Other than Further allotment 0.21% 0.16%
2019 Cash through Conversion
of loan into Shares
December 81,96,318 10/- NA Other than Bonus issue (1:78) 65.95% 49.29%
26, 2022 Cash
Total 83,01,399
* All the Equity Shares held by our Promoters were fully paid up as on the respective dates of acquisition of such
Equity Shares.
** Cost of acquisition excludes Stamp Duty

2. Lalit Suthar

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 Date of Number Face Issue/ Nature of Nature of % of pre % of post
Allotment/ of Equity Value Per Acquisitio Considera Transaction Offer Offer
Transfer / Shares Share (₹) n/ Sale tion equity equity
when Price per (Cash/ share share
made fully Share Other capital capital
paid up* (₹)** than
Cash)
On 20,000 10/- 10/- Cash Subscription to the 0.16% 0.12%
Incorporati MoA
on (May
03, 2010)
December (9,780) 10/- 710/- Cash Transfer to Shravan (0.08%) (0.06%)
17, 2015 Suthar
December (10,200) 10/- 710/- Cash Transfer to (0.08%) (0.06%)
17, 2015 Laxmichand Suthar
May 22, 10,400 10/- 1,172/- Other than Further allotment 0.08% 0.06%
2017 Cash through Conversion
of loan into Shares
October 2,286 10/- 1,220/- Cash Transfer from Jesal 0.02% 0.01%
04, 2018 Vyas
March 30, 10,245 10/- 1,220/- Other than Conversion of loan 0.08% 0.06%
2019 Cash into shares through
Preferential
allotment
December 17,90,178 10/- NA Other than Bonus issue (1:78) 14.40% 10.77%
26, 2022 Cash
Total 18,13,129

14. As on the date of this Red Herring Prospectus, our Company have 21 (Twenty-One) shareholders.

15. Details of the Pre and Post Offer Shareholding of our Promoters and Promoter Group is as below:
Particulars Pre-Offer Post-Offer
Number of Percentage (%) Number of Equity Shares Percentage (%)
Equity Shares holding holding
Promoters
Shravan Suthar 83,01,399 66.80% 65,01,399 39.10%
Lalit Suthar 18,13,129 14.59% 18,13,129 10.90%
Total (A) 1,01,14,528 81.39% 83,14,528 50.00%
Promoter Group
Laxmichand 8,94,280 6.65% 8,94,280 5.38%
Suthar
Pankaj Suthar 8,26,893 7.20% 8,26,893 4.97%
Total (B) 17,21,173 13.85% 17,21,173 10.35%
Total (A+B) 1,18,35,701 95.24% 1,00,35,701 60.35%

16. None of our shareholders belonging to Promoters and Promoter Group, Directors and their relatives have
purchased or sold the Equity Shares of our Company during the past six months immediately preceding the
date of filing the Red Herring Prospectus.

17. Except as disclosed below, no subscription to or sale or purchase of the securities of our Company within three
years preceding the date of filing of the RHP by our Promoters or Directors or Promoter Group which in
aggregate equals to or is greater than 1% of the pre- offer share capital of our Company:

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 Name of the Date of Category No. of Equity No. of Nature of
Shareholder Transaction Shares Equity Transaction
Subscribed / Shares Sold
Acquired
Promoter and
Shravan Suthar Managing 81,96,318 –
Director
December Promoter and
Bonus Issue
Lalit Suthar 26, 2022 Whole Time 17,90,178 –
Director
Laxmichand Suthar Promotor Group 8,82,960 –
Pankaj Suthar Promotor Group 8,16,426 –

18. Promoter’s Contribution and other Lock-in details

a) Details of Promoter’s Contribution locked-in for three (3) years

Pursuant to Regulations 236 and 238 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted
post offer Equity Share capital of our Company held by the Promoters shall be considered as Promoter’s
Contribution (“Promoter’s Contribution”) and shall be locked in for a period of three years from the date of
Allotment of Equity Shares and the shareholding of the Promoters in excess of 20% of the fully diluted post offer
Equity Share capital shall be locked in for a period of one year from the date of Allotment.

The details of the Equity Shares held by our Promoters, which shall be locked-in for a period of three years from
the date of allotment, are set out in the following table:

Name of Date of Nature of No. of Issue/ No. of Post- Offer paid-up

Promoter allotment transaction Equity acquisition Equity equity share capital
of the Shares price per Shares %
Equity held Equity Locked in
Shares Share (₹)
Shravan December Bonus issue 83,01,399 - 27,30,000 16.42%
Suthar 26, 2022 (1:78)
Lalit December Bonus issue 18,13,129 - 5,97,000 3.59%
Suthar 26, 2022 (1:78)
Total 1,01,14,528 - 33,27,000 20.01%
All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition of such Equity Shares,
as the case may be. For details regarding allotment of the above Equity Shares, please refer section “Capital
Structure”on page 71.

Our Promoters have given consent to include such number of Equity Shares held by them as may constitute 20%
of the fully diluted post Offer Equity Share capital of our Company as the Promoter’s Contribution. Our Promoters
have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoter’s
Contribution from the date of filing of the 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.

Compliance with regulation 237 of SEBI ICDR Regulations, the minimum Promoter’s contribution of 20% as
shown above which is subject to lock-in for three years, we confirm the following:

• The Minimum Promoter’s contribution does not consist of such Equity Shares which have been acquired for
consideration other than cash and revaluation of assets or capitalization of intangible assets.

• The minimum Promoter’s contribution does not consist of such Equity Shares acquired during the preceding
three years, resulting from a bonus issue by utilization of revaluation reserves or unrealized profits of the
issuer or from bonus issue against Equity Shares which are ineligible for minimum promoters’ contribution.

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 • Our Company has not been formed by conversion of a partnership firm into a company and hence no Equity
Shares have been issued in the one year immediately preceding the date of this Red Herring Prospectus
pursuant to conversion of a partnership firm; and the Equity Shares held by our Promoters and offered as
part of the Minimum Promoter's Contribution are not subject to any pledge.

• The Minimum Promoter's Contribution does not include Equity Shares acquired during the one (1) year
preceding the date of this Red Herring Prospectus at a price lower than the price at which the Equity Shares
are being offered to the public in the Offer.

• The Equity Shares held by the Promoters and offered for minimum 20% Promoter’s Contribution are not
subject to any pledge.

• Our Promoter’s Contribution of 20% of the Post Offer Equity does not include any contribution from
Alternative Investment Funds or FVCI or Scheduled Commercial Banks or Public Financial Institutions or
Insurance Companies.

b) Details of share capital locked-in for one (1) year

(i) Pursuant to Regulation 238 (b) of the SEBI (ICDR) Regulations, in addition to the Promoter’s Contribution
to be locked-in for a period of 3 years, as specified above, the entire Pre-Offer Equity Share capital will be
locked in for a period of one (1) year from the date of Allotment in this Offer.

(ii) Pursuant to Regulation 242 of the SEBI Regulations, the Equity Shares held by our Promoter can be pledged
only with banks or financial institutions as collateral security for loans granted by such banks or financial
institutions for the purpose of financing one or more of the objects of the Offer and the pledge of shares is one
of the terms of sanction of such loan. However, as on date of this Red Herring Prospectus, none of the Equity
Shares held by our Promoter have been pledged to any person, including banks and financial institutions.

(iii) Pursuant to Regulation 243 of the SEBI (ICDR) Regulations, Equity Shares held by our Promoter, which are
locked in as per Regulation 238 of the SEBI (ICDR) Regulations, may be transferred to amongst our Promoters
/ Promoter Group or to a new promoter or persons in control of our Company subject to continuation of the
lock-in in the hands of the transferees for the remaining period and compliance with Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as applicable.

(iv) Pursuant to Regulation 243 of the SEBI (ICDR) Regulations, Equity Shares held by shareholders other than
our Promoter, which are locked-in as per Regulation 239 of the SEBI (ICDR) Regulations, may be transferred
to any other person holding shares, subject to continuation of the lock-in in the hands of the transferees for
the remaining period and compliance with Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeover) Regulations, 2011 as applicable.

19. Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors

One half of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked- in
for a period of 90 days from the date of Allotment and the remaining Equity Shares allotted to Anchor Investors
under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.

20. The average cost of acquisition of or subscription of shares by our promoters is set forth in the table below:

Sr. No. Name of the Promoters No. of Shares held Average cost of Acquisition
(₹ Per share)
1. Shravan Suthar 83,01,399 11.18
2. Lalit Suthar 18,13,129 7.44
As certified by N K Mittal & Associates, Chartered Accountants, Statutory and Peer Review Auditor by way of
their certificate dated June 7, 2024.

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21. Our Company, our Directors and the Book Running Lead Manager have not entered into any buy back
arrangements for the purchase of Equity Shares being offered through the Red Herring Prospectus from any
person.

22. All the Equity Shares of our Company are fully paid up as on the date of the Red Herring Prospectus.

23. All Equity Shares issued pursuant to the Offer shall be fully paid-up at the time of Allotment and there are no
partly paid-up Equity Shares as on the date of this Red Herring Prospectus. Further, since the entire money in
respect of the Offer is being called on application, all the successful Applicants will be issued fully paid-up
Equity Shares.

24. Except for the allotment of Equity Shares pursuant to the Pre-IPO Placement, there will be no further issue of
Equity Shares whether by way of issue of bonus shares, rights issue, preferential issue or any other manner
during the period commencing from the date of filing of this RHP until the listing of the Equity Shares on the
NSE pursuant to the Issue or all application moneys have been refunded to the Anchor Investors, or the
application moneys are unblocked in the ASBA Accounts on account of non-listing, under-subscription etc.,
as the case may be in the event there is a failure of the Offer.

25. None of our Directors or Key Managerial Personnel holds Equity Shares in the Company, except as stated in
the chapter titled “Our Management” beginning on page 142 of this Red Herring Prospectus.

26. Further, since the entire offer price in respect of the Offer is payable on application, all the successful
applicants will be issued fully paid-up equity shares only.

27. The Book Running Lead Manager and their respective associates (as defined under the Securities and
Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our
Company. The Book Running Lead Manager and their affiliates may engage in the transactions with and
perform services for our Company in the ordinary course of business or may in the future engage in
commercial banking and investment banking transactions with our Company for which they may in the future
receive customary compensation.

28. No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or otherwise, to any Bidder for making a Bid, except for fees or commission for
services rendered in relation to the Offer.

29. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed under
Basis of Allotment in the chapter titled “Offer Procedure” beginning on page 245 of this Red Herring
Prospectus. In case of over-subscription in all categories the allocation in the Offer shall be as per the
requirements of Regulation 253 (2) of SEBI (ICDR) Regulations, as amended from time to time.

30. An over-subscription to the extent of 10% of the Offer can be retained for the purpose of rounding off to the
nearest integer during finalizing the allotment, subject to minimum allotment, which is the minimum
application size in this Offer. Consequently, the actual allotment may go up by a maximum of 10% of the
Offer, as a result of which, the post Offer paid up capital after the Offer would also increase by the excess
amount of allotment so made. In such an event, the Equity Shares held by the Promoter and subject to locking
shall be suitably increased; so as to ensure that 20% of the post Offer paid-up capital is locked in.

31. Subject to valid applications being received at or above the Offer Price, under subscription, if any, in any of
the categories, would be allowed to be met with spill-over from any of the other categories or a combination
of categories at the discretion of our Company and Promoter selling shareholder in consultation with the Book
Running Lead Manager and Designated Stock Exchange. Such inter-se spill over, if any, would be effected in
accordance with applicable laws, rules, regulations and guidelines.

32. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made
either by us or by our Promoter to the persons who receive allotments, if any, in this Offer.

33. There shall be only one denomination of Equity Shares of our Company unless otherwise permitted by law.
Our Company shall comply with disclosure and accounting norms as may be specified by SEBI from time to
time.

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34. Our Company shall ensure that transactions in the Equity Shares by our Promoter and our Promoter Group
between the date of this Red Herring Prospectus and the Offer Closing Date shall be reported to the Stock
Exchange within 24 hours of such transaction.

35. Our Promoters and Promoter Group will not participate in the Offer.

36. Our Company has not re-valued its assets and we do not have any revaluation reserves till date.

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 OBJECTS OF THE OFFER

The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by Promoter Selling Shareholder.

The Offer for Sale

The Promoter Selling Shareholder will be entitled to its respective portions of the proceeds of the Offer for Sale
after deducting its proportion of Offer related expenses. Our Company will not receive any proceeds from the
Offer for Sale by the Promoter Selling Shareholder and the proceeds received from the Offer for Sale (net of Offer
related expenses to be borne by the Promoter Selling Shareholder) will not form part of the Net Proceeds. Other
than the listing fees for the Offer (which shall be exclusively borne by our Company), all cost, fees and expenses
in respect of the Offer will be shared among our Company and the Promoter Selling Shareholder, respectively, in
proportion to the proceeds received from the Fresh Issue and its portion of the Offered Shares, as may be
applicable, upon the successful completion of the Offer. For further information regarding the Promoter Selling
Shareholder and Equity Shares being offered for sale (in terms of amount), see “The Offer” on page 52.

1. Part finance the working capital requirements;

2. General corporate purposes; and
3. To meet the offer expenses

(Collectively referred as the “Objects”)

In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchange
and enhancement of our Company’s brand name. It will also provide liquidity to the existing shareholders and
will also create a public trading market for the Equity Shares of our Company.

The main objects clause and the objects ancillary to the main objects clause as set out in the Memorandum of
Association enables our Company to undertake its existing activities and the activities for which funds are being
raised by our Company through the Offer.

Net Proceeds

The details of the Net Proceeds are set forth below:

Particulars Amount (₹ in lakhs)

Gross proceeds of the Fresh Issue 2,850.00
Less: Estimated Offer related expenses in relation to the fresh 500.00
issue(1)
Net Proceeds from the Fresh Issue after deducting the Offer 2,350.00
related expenses to be borne by our Company (“Net Proceeds”)
(1) If the Pre-IPO placement is undertaken, the amount raised from the Pre-IPO placement will be reduced from the Fresh
Issue.

Schedule of implementation, requirement of funds and utilization of net proceeds

The Net Proceeds are proposed to be utilised and are currently expected to be deployed in accordance with the
schedule set forth below:
(₹ in lakhs)
Particulars Total Amount to Estimated Estimated
estimated be financed utilization of utilization of
cost from Net Net Net
Proceeds Proceeds in Proceeds in
FY 2025 FY 2026
Part finance to meet the working capital 1,750.00 1,750.00 950.00 800.00
requirements
General corporate purposes (1) 600.00 600.00 600.00 -
Total 2,350.00 2,350.00 1,550.00 800.00
(1)
Amount utilized for general corporate purposes shall not exceed 25% of the gross proceeds of the Offer.

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 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, 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 our
financial and market condition, business and strategy, competition, negotiation with vendors, variation in cost
estimates on account of factors, 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. This may entail
rescheduling or revising the planned expenditure and funding requirements, including the expenditure for a
particular purpose at the discretion of our management, subject to compliance with applicable laws.

In the event that the estimated utilization of the Net Proceeds in a scheduled financial year is not completely met,
due to the reasons stated above, the same shall be utilised in the next financial year, as may be determined by our
Company, in accordance with applicable laws. Subject to applicable laws, 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 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 to the extent that the total amount to be utilised
towards general corporate purposes will not exceed 25% of the Net Proceeds in accordance with the SEBI ICDR
Regulations

Means of finance

Since the entire fund requirement of ₹ 2,350.00/- lakhs will be met from the Net Proceeds hence, no amount is
proposed to be raised through any other means of finance. Accordingly, we are in compliance with the
requirements prescribed under Paragraph 9(C)(1) of Part A of Schedule VI and Regulation 230 (1)(e) of the SEBI
ICDR Regulations which require firm arrangements of finance to be made through verifiable means towards at
least 75% of the stated means of finance, excluding the amount to be raised through the Offer and existing
identifiable internal accruals. In case of a shortfall in the Net Proceeds or any increase in the actual utilisation of
funds earmarked for the Objects, our Company may explore a range of options including utilizing our internal
accruals.

Details of the Objects of the Offer

1. Part finance to meet the working capital requirements

Our Company proposes to utilise ₹ 1,750.00 Lakhs towards funding its working capital requirements in the
ordinary course of business. We have significant working capital requirements, and in the ordinary course of
business we fund our working capital needs through internal accruals and availing financing facilities. Our
Company, in order to support its incremental business requirements, funding growth opportunities and for other
strategic, business, and corporate purposes requires additional working capital and such funding is expected to
lead to a consequent increase in our revenues and profitability.

Basis of estimation of working capital requirement

The details of our company’s working capital as March 31, 2022, March 31, 2023 and March 31, 2024 the source
of funding, on the basis of restated financial statements of our Company, are provided in the table below:

(₹ in lakhs)
Particulars FY 2022 FY 2023 FY 2024
Current Assets
Inventories 3,016.54 3,848.21 4,930.31
Trade Receivables 1,616.25 1,587.26 3,008.77
Cash and Cash Equivalents 102.99 98.10 122.60
Short Term Loans and Advances 0.00 0.00 0.00
Other Current Assets 162.19 119.74 320.79
Total Current Assets(A) 4,897.98 5,653.31 8,382.47

Current Liabilities

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 Trade Payables 1,783.71 2,082.10 2,141.07
Other Current Liabilities 94.41 175.60 92.79
Short Term Provisions 20.88 0.00 11.32
Total Current Liabilities(B) 1,899.01 2,257.70 2,245.18

Net Working Capital (A-B) 2,998.97 3,395.61 6137.30

Sources of Funds
Borrowings and Internal Accrual 2,998.97 3,395.61 6,137.30
Amount proposed to be utilized from Net NA NA NA
Proceeds.

On the basis of existing and estimated working capital requirement of our Company, and key assumptions for
such working capital requirements, which are mentioned below, our Board pursuant to its resolution dated June
07, 2024 has approved the projected working capital requirements for the Fiscal 2025 and Fiscal 2026, and the
proposed funding of such working capital requirements as set forth in the table below:
(₹ in lakhs)
Particulars FY25E FY26E
Current Assets
Inventories 4,675.03 4,992.08
Trade Receivables 3,024.49 3,390.54
Cash and Cash Equivalents 10.41 12.50
Short Term Loans and Advances 0.00 0.00
Other Current Assets 123.64 155.57
Total Current Assets(A) 7,833.57 8,550.69

Current Liabilities
Trade Payables 621.88 460.00
Other Current Liabilities 73.60 132.24
Short Term Provisions 0.00 0.00
Total Current Liabilities(B) 695.48 592.24

Net Working Capital (A-B) 7,138.09 7,958.45

Sources of Funds
Borrowings and Internal Accrual 6,188.09 7,158.45
Amount proposed to be utilized from Net Proceeds. 950.00 800.00

Assumption for Holding Period

Particulars (in Days) FY 2022 FY 2023 FY 2024 FY25E FY26E
Current Assets
Inventories 232 210 198 140 116
Trade Receivables 125 87 121 91 79
Current Liabilities
Trade Payables 178 144 110 24 14

Justifications

Particulars Justification
Inventories Currently, we feature two primary brands, Luxor and Aspiron, encompassing
multiple SKUs. The production is in batch process. Larger batch sizes are
preferred to mitigate excess production costs associated with smaller batches,
contributing to our relatively higher stock holding. Maintaining elevated
inventory levels is essential to meet customer expectations for swift delivery,

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 Particulars Justification
particularly in industries where rapid turnaround times significantly impact
customer satisfaction. Given the substantial lead time between placing an
order and receipt of raw material, it becomes imperative to uphold increased
inventory levels. This helps bridge the gap and ensures an uninterrupted
supply to meet customer demands. We strategically leverage opportunities
such as bulk purchasing discounts and capitalizing on price fluctuations in
raw materials by procuring larger quantities. This approach inevitably results
in higher inventory levels.
Due to effective management of working capital in the past, we previously
offered credit sales to selected customers. However, with an improved
working capital situation, we can now extend credit sales to a broader
customer base. Our increased experience and deeper market understanding
have allowed us to optimize production processes. Consequently, our
financial ratios have shown positive improvements, and there has been a
significant decrease in our holding period.
We are expecting that additional material produced will be sold on immediate
basis because we are going to give credit period to all the parties which was
not possible till date considering the constrain in the working capital from the
banks/ financial institutions, hence we are assuming that our inventory
holding period will come down from 198 days for FY 2024 to 116 days by
FY 2026. The finished good’s holding period will come down but holding
period for raw material will increase and it will not give any adverse effect
on overall basis.
Trade receivables In FY 2022, the trade receivable days stood at 125 days. The rationale for
having higher trade receivable days is to continue supporting the customers /
dealers and accommodating a flexible payment terms as everyone was
supporting the stakeholders considering the disruptions across supply chain,
cash flow constraints in light of the Covid19 pandemic.
Subsequently, once the pandemic (Covid19) and its impact is subsided, the
trade receivable days was reduced to 87 days in FY 2023 considering the
measures of enhance cash flow management and operational efficiency. The
Company has envisaged to maintain the trade receivable days, to focus on
financial sustainability and agility considering addition of new customers and
increasing the wallet share of existing customers.
The Trade Receivables days will come down from 121 days in FY 2024 to 79
Days by FY 2026, which is as per the general industry norms and company
is planning to give credit period to major parties to improve the volume and
margins, which was not possible till date considering the constrain in the
working capital from the banks/ financial institutions. It shall strive to
maintain the receivable holding period will be maintained at an existing level.
Trade payables In FY 2022, the trade payable days were a result of the repercussions
stemming from the pandemic COVID-19 and its impact across the industry.
Subsequently, once the pandemic (Covid19) and its impact is subsided, the
trade payable days was reduced to 144 days in FY 2023. The trade payables
days has further reduced to 110 days in FY 2024. The Company has envisaged
to focus on reduction in trade payable days in FY 2025 & FY 2026, as it aims
to secure more favourable pricing and negotiating improved payment terms
with our major suppliers based on the additional working capital support from
the proposed IPO.
The raw material is imported and same is against upfront or advance
payment. Due to upfront payment terms we will get cash discount in form of
reduction in price.
We are assuming trade payment days on lower side because company will get
the better pricing by maintaining healthy relationship and better payment
terms with large suppliers. Company is assuming that trade payable days will
reduce to 14 days in FY 2026 from current payable days of 110 days in FY
2024.

90
2. General corporate purposes

Our Company proposes to deploy the balance proceeds, aggregating to ₹ 600 lakhs, towards general corporate
purposes as approved by our management from time to time, subject to such utilisation not exceeding 25% of the
gross proceeds, in compliance with the SEBI ICDR Regulations. The general corporate purposes for which our
Company proposes to utilise net proceeds include, business development initiatives, meeting any expense
including salaries, rent, administration costs, insurance premiums, repairs and maintenance, payment of taxes and
duties, and similar other expenses incurred in the ordinary course of our business or towards any exigencies. The
quantum of utilisation of funds towards each of the above purposes will be determined by our board, based on the
amount actually available under this head and the business requirements of our Company, from time to time,
subject to compliance with applicable law.

In addition to the above, our Company may utilise the net proceeds towards other purposes considered expedient
and as approved periodically by our board, subject to compliance with necessary provisions of the Companies
Act. Our Company’s management shall have flexibility in utilising surplus amounts, if any. Our management will
have the discretion to revise our business plan from time to time and consequently our funding requirement and
deployment of funds may change. This may also include rescheduling the proposed utilization of net proceeds.
Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds
earmarked for general corporate purposes. In the event that we are unable to utilize the entire amount that we have
currently estimated for use out of net proceeds in a financial year, we will utilize such unutilized amount in the
subsequent financial years.

Offer related expenses

The total expenses for the offer are estimated to be ₹ 500 lakhs. Following is a broad breakup of the forecasted
expenses: Other than the listing fees, which will be paid by our Company, all costs, fees and expenses directly
attributable to the Offer shall be borne by the Company and the Promoter Selling Shareholder, in proportion of
gross proceeds received for the Fresh Issue and the Offered Shares in accordance with applicable law. All
estimated Offer related expenses to be proportionately borne by the Promoter Selling Shareholder shall be
deducted from the proceeds of the Offer for Sale, and subsequently, the balance amount from the Offer for Sale
will be paid to the Promoter Selling Shareholder.

It is clarified that, if the offer is withdrawn or not completed for any reason whatsoever, all offer related expenses
shall be shared between the Company and the Promoter Selling Shareholder in proportion to the number of Equity
Shares offered by the Company through the Fresh Issue and the number of Offered Shares offered by the Promoter
Selling Shareholder in the Offer for Sale, in accordance with Applicable Law

The break-up for the estimated Offer related expenses are as set forth below:

Activity expense Amount Percentage of total Percentage of Offer

(₹ in lakhs)(1) estimated Offer size (1)
expenses (1)
Offer relating expenses such [●] [●] [●]
as fees to Book Running
Lead Manager Fixed Fee,
Registrar to the Offer, Legal
Advisors, Auditors, statutory
advertisements and other
expenses incurred / to be
incurred including
promotional expenses
Underwriting commission, [●] [●] [●]
brokerage and selling
commission (including
Commission/ processing fees
for SCSBs, Sponsor Bank,
Members of the Syndicate,
Registered Brokers, RTAs
and CDPs (2)(3)

91
 Activity expense Amount Percentage of total Percentage of Offer
(₹ in lakhs)(1) estimated Offer size (1)
expenses (1)
Listing fees, Stock Exchange [●] [●] [●]
processing/ listing fees,
software fees, Depositories’
fees, other regulatory
expenses and sundry
expenses.
Total estimated Offer [●] [●] [●]
expenses
Notes:
1. The fund deployed towards Offer expenses is ₹ 4.84 lakhs pursuant to certificate issued by our Statutory Auditor
and Peer Review Auditors M/s N. K. Mittal & Associates., Chartered Accountants dated June 7, 2024 and the
same will be recouped out of Offer expenses.
2. Syndicate ASBA application procured directly and bided by the Syndicate members (for the forms directly
procured by them) - Rs 10/- per application on wherein shares are allotted.
3. Processing fees / uploading fees on Syndicate ASBA application for SCSBs Bank - Rs 10/- per application on
wherein shares are allotted.
4. Sponsor Bank shall be payable processing fees on UPI application processed by them - Rs 10/- per application
on wherein shares are allotted.
5. Includes Selling commission payable to registered broker, SCSBs, RTAs, CDPs on the portion directly procured
from Retail Individual Applicants and Non – Institutional Applicants, would be 0.01 % on the allotment amount
on the application wherein shares are allotted.
6. Includes commission/Processing fees of ₹ 10 per valid application forms for SCSBs. In case the total processing
fees payable to SCSBs exceeds ₹ one lakh, then the amount payable to SCSBs would be proportionately distributed
based on the number of valid applications such that the total Processing Fees payable does not exceed ₹ one lakh.
7. No additional uploading/processing charges shall be payable to the SCSBs on the applications directly
procured by them

Interim use of Net Proceeds

The Net Proceeds pending utilisation for the purposes stated in this section, shall be deposited only with scheduled
commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended. In
accordance with Section 27 of the Companies Act, our Company confirms that it shall not use the Net Proceeds
for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity
markets.

Appraisal and Bridge Financing Facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Red
Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

Year wise Deployment of Funds / Schedule of Implementation

As on the date of this Red Hering Prospectus, no funds have been deployed on these objects. The entire Offer size
is proposed to be deployed in the Financial Year 2024-25 and Financial Year 2025-26.

Monitoring Utilization of Funds

As the size of the Offer will not exceed ₹ 10,000 Lakhs, the appointment of Monitoring Agency would not be
required as per Regulation 262(1) of the SEBI ICDR Regulations. Our Board and the management will monitor
the utilization of the Net Offer Proceeds through our audit committee. Pursuant to Regulation 32 of the SEBI
Listing Regulations, our Company shall on half-yearly basis disclose to the Audit Committee the Application of
the proceeds of the Offer. On an annual basis, our Company shall prepare a statement of funds utilized for purposes
other than stated in this Red Herring Prospectus and place it before the Audit Committee. Such disclosures shall
be made only until such time that all the proceeds of the Offer have been utilized in full.

Variation in Objects

92
In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the Offer
without our Company being authorized to do so by the shareholders by way of a special resolution. In addition,
the notice issued to the shareholders in relation to the passing of such special resolution shall specify the prescribed
details as required under the Companies Act and shall be published in accordance with the Companies Act and
the rules there under. As per the current provisions of the Companies Act, our Promoter or controlling Shareholders
would be required to provide an exit opportunity to such shareholders who do not agree to the proposal to vary
the objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard.

Other confirmations

No part of the Net Proceeds will be paid by our Company as consideration to our Promoters, Promoter Group, our
Directors, our Key Management Personnel or our Group Company. Except in the normal course of business and
in compliance with applicable law, there are no existing or anticipated transactions in relation to utilisation of Net
Proceeds with our Promoters, Promoter Group, our Directors, our Key Management Personnel or our Group
Company.

Further, pursuant to the Offer, the Net Proceeds received by our Company shall only be utilised for objects
identified by our Company and for general corporate purposes and none of our Promoter, Promoter Group, Group
Companies of our Company, as applicable, shall receive a part of or whole Net Proceeds directly or indirectly

93
 BASIS FOR OFFER PRICE

The Price Band, Floor Price and Offer Price will be determined by our Company, in consultation with the BRLM,
on the basis of assessment of market demand for the Equity Shares Issued through the Book Building Process and
on the basis of the quantitative and qualitative factors described below. Investors should also refer to “Our
Business”, “Risk Factors”, “Restated Financial Statements” and “Management’s Discussion and Analysis of
Financial Position and Results of Operations” on pages 114, 29, 163 and 166 respectively, of this RHP to have
an informed view before making an investment decision.

Qualitative factors

Some of the qualitative factors which form the basis for computing the Offer Price are:

1. Focusing on multiple end-user industries

2. Wide and diverse range of product offerings
3. Experienced promoters and management team with industry knowledge and an established track record
4. Diversified distribution network across India catering to customers

For further details, see “Our Business – Strengths” on page 114 of this RHP.

Quantitative factors

Some of the information presented below relating to our Company is derived from the Restated Financial
Statements.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:

1. Basic and diluted earnings per share (“EPS”)

Financial Year
Basic and Diluted EPS (in ₹) Weights
Fiscal 2024 4.06 3
Fiscal 2023 1.75 2
Fiscal 2022 0.41 1
Weighted Average 2.68

Notes:
1. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights [Link] of
(EPS x Weight) for each year /Total of weights.
2. Basic and diluted EPS are based on the Restated Financial Statement.
3. The face value of each Equity Share is ₹10.
4. Earnings per Share (₹) = Profit after tax excluding exceptional items before other comprehensive income
attributable to equity shareholders for the year/period divided by the weighted average [Link] equity shares
during the respective year/period.
5. Earnings per Share calculations are in accordance with the notified Accounting Standard 20 ‘Earnings per
share’.
6. The figures disclosed above are based on the Restated Financial Statements.
7. The Company approved the issue of seventy-eight bonus shares of face value ₹ 10 each for everyone existing
fully paid-up equity share of face value ₹ 10 each.

2. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars P/E at the Floor P/E at the Cap Price
Price (number of (number of times)*
times)*
P/E ratio based on Basic EPS for Fiscal 2023 [●] [●]
P/E ratio based on Diluted EPS for Fiscal 2023 [●] [●]
*To be updated at Prospectus stage.
Note: Price / Earning (P / E) ratio is computed by dividing the price per share by earnings per share.

94
3. Industry Peer Group P/E ratio

Particulars Industry P/E (Number of times)

Industry
Highest 23.79
Lowest 0
Average 11.90
Notes:
1. The industry P / E ratio mentioned above is for the financial year ended March 31, 2024.
2. P/E Ratio has been computed based on the closing market price of equity shares on the BSE website on
June 10, 2024, divided by the Diluted EPS for Financial year ended March 31, 2024.
3. All the financial information for listed industry peers mentioned above is sourced from the audited
financial statements of the relevant companies for Fiscal 2024, as available on the websites of the Stock
Exchanges.

4. Return on Net Worth (“RoNW”)

Derived from the Restated Financial Statements:

Fiscal RoNW (%) Weight

Fiscal 2024 23.12 3
Fiscal 2023 12.53 2
Fiscal 2022 3.75 1
Weighted Average 16.36

Notes:
1. Weighted Average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e.
sum of (RoNW x Weight) for each year / Total of weights.
2. The figures disclosed above are based on the Restated Financial Statements of ourCompany.
3. Return on Net Worth (%) = Restated Profit/(loss) attributable to owners of the holdingcompany/ net worth
at the end of the year/periood.
4. Net-worth, as restated at the end of the relevant period (Equity attributable to the owners of the company,
excluding non-controlling interest).

5. Net asset value per Equity Share (face value of ₹ 10 each)

Net Asset Value per Equity Share derived from the Restated Financial Statements:

Particulars Amount (₹)

st
Net Asset Value per Equity Share as of 31 March 17.58
2024
Net Asset Value per Equity Share as of 31st March 13.48
2023
Net Asset Value per Equity Share as of 31st March 10.92
2022
After completion of the Offer
(i) At Floor price [●]
(ii) At Cap Price [●]
Offer Price per equity share [●]

Notes:
1. Net Asset Value per Equity Share is calculated as total equity divided by total number of outstanding
equities shares during the respective year.
2. The Company approved the issue of seventy-eight bonus shares of face value ₹ 10 each for everyone

95
 existing fully paid-up equity share of face value ₹ 10 each.

6. Comparison with listed industry peer:

Name of the Company For the year ended March 31, 2024
Face Revenue Basic Diluted P/E Return NAV per
value from EPS EPS (based on Equity
(₹) operations on average Share (₹)
(₹ in Diluted net
Lakhs)(1) (₹) (₹) EPS) worth
(%)
Durlax Top Surface 10 9,076.42 4.06 4.06 [●] 23.12 17.58
Peer Group
Kaka Industries Limited 10 17,021.63 10.34 10.34 17.53 25.25 37.69
Dhabriya Plywood Limited 10 21,163.30 13.01 13.01 23.79 17.10 76.08
Pokarna Limited 2 3,796.57 (1.03) (1.03) - (5.63) 38.63
Source: The financial information for listed industry peers mentioned above is basis (if applicable) sourced
from the Annual Reports of the peer company uploaded on the BSE website for the year ended March 31,
2024.
Notes:
1. P/E Ratio has been computed based on the closing market price of equity shares on the BSE website
on June 10, 2024, divided by the Diluted EPS for Financial year ended March 31, 2024.
2. RoNW is computed as net profit after tax divided by the closing net worth. Net worth has been
computed as sum of share capital and reserves and surplus.
3. NAV is computed as the closing net worth divided by the outstanding number of equity shares.

Investors should read the above mentioned information along with “Risk Factors”, “Our Business”, Management
Discussion and Analysis of Financial Position and Results of Operations” and “FinancialInformation” on pages
29, 114, 166 and 163, respectively, to have a more informed view. The trading price of the Equity Shares could
decline due to the factors mentioned in the “Risk Factors” and you maylose all or part of your investments.

7. Key financial and operational performance indicators (“KPIs”)

The KPIs disclosed below have been used historically by our Company to understand and analyse business
performance, which as a result, help us in analysing the growth of various verticals.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once in a year (or any lesser period as determined by the Board of our Company),for a duration of one year
after the date of listing of the Equity Shares on the Stock Exchange or till thecomplete utilisation of the proceeds
of the Fresh Issue as per the disclosure made in the Objects of the Issue Section, whichever is later or for such
other duration as may be required under the SEBI ICDR Regulations.

KPI Explanations
Revenue from Operations(₹ Revenue from Operations is used by our management to track therevenue
Lakhs) profile of the business and in turn helps assess the overall financial
performance of our Company and size of our business.
Total Revenue Total Revenue is used to tack the total revenue generated by the business
including other income.
EBITDA (₹ Lakhs) 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 (₹ Profit after tax provides information regarding the overall profitability
Lakhs) of the business.

96
 KPI Explanations
PAT Margin PAT Margin is an indicator of the overall profitability and financial
performance of our business.
RoE (%) RoE provides how efficiently our Company generates profits from
shareholders’ funds.
Debt To Equity Ratio Debt-to-equity (D/E) ratio is used to evaluate a company’s financial leverage.

Interest Coverage Ratio The interest coverage ratio is a debt and profitability ratio used to determine
how easily a company can pay interest on its outstandingdebt.
Return on Capital It is calculated as profit before tax plus finance costs divided by total equity
employed (RoCE) (%) plus non-current liabilities.
Current Ratio It tells management how business can maximize the current assets on its
balance sheet to satisfy its current debt and other payables.
Net Capital Turnover This metric enables us to track the how effectively company is utilizing its
Ratio working capital to generate revenue.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated June 7, 2024 and
the members of the Audit Committee have verified the details of all KPIs pertaining to theCompany. Further, the
members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have
been disclosed to any investors at any point of time during the three-year period prior to the date of filing of this
RHP. Further, the KPIs herein have been certified by N. K. Mittal & Associates., Chartered Accountants, by their
certificate dated June 7, 2024.

[Link] KPI of our Company

Metric
As of and for the Fiscal
2024 2023 2022
Revenue From operations (₹ in Lakhs) 9,076.42 6,673.83 4,735.82
Total revenue (₹ in Lakhs) 9,083.93 6,684.20 4,741.81
EBITDA (₹ in Lakhs)* 1,073.78 779.87 649.31
EBITDA Margin (%) 11.83 11.69 13.71
Profit after tax (₹ in Lakhs) 505.07 209.44 48.42
PAT Margin (%) 5.56 3.14 1.02
Return on Equity (ROE) (%) 26.20 14.13 3.96
Debt To Equity Ratio 2.78 2.21 3.04
Interest Coverage Ratio* 2.28 1.59 1.17
Return on Capital Employed (ROCE) (%) 20.20 16.13 12.35
Current Ratio 1.34 1.34 1.26
Net Capital Turnover Ratio 5.06 5.46 4.70
* Excluding Processing Fees

Notes:
a) As certified by N. K. Mittal & Associates., Chartered Accountants pursuant to their certificate dated June
7, 2024. The Audit committee in its resolution dated June 07, 2024, has confirmed that the Company has
not disclosed any KPIs to any investors at any point of time during the three years preceding the date of this
Red Herring Prospectus other than as disclosed in this section.
b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial
Statements.
c) EBITDA refers to earnings before interest, taxes, depreciation, amortisation, gain or loss from discontinued
operations and exceptional items. EBITDA excludes other income.
d) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during
that period.
e) Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated
by dividing our net profit after taxes but before other comprehensive income by our revenuefrom operations.
f) Return on equity (RoE) is equal to profit after tax for the year divided by the average total equity during

97
 that period and is expressed as a percentage.
g) Debt to equity ratio is calculated by dividing the debt (excluding lease liabilities) by total equity (which
includes issued capital and all other equity reserves).
h) Interest Coverage Ratio measures our ability to make interest payments from available earnings and is
calculated by dividing EBIT by finance cost payment.
i) RoCE (Return on Capital Employed) (%) is calculated as profit before tax plus finance costs divided by
total assets minus current liabilities.
j) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are
due within one year) and is calculated by dividing the current assets by current liabilities.
k) Net Capital Turnover Ratio quantifies our effectiveness in utilizing our working capital and is calculated
by dividing our revenue from operations by our working capital (i.e., current assets less current liabilities).

See “Management Discussion and Analysis of Financial Position and Results of Operations” on page 166 for the
reconciliation and the manner of calculation of our key financial performance indicators.

9. Comparison of financial KPIs of our Company and our listed peer.

Metric Kaka Dhabriya Pokarna

Durlax Top Surfaces Limited Industries Polywood Limited
Limited Limited
As of and for the Fiscal As of and for the Fiscal
2024 2023 2022 2024 2024 2024
Revenue
From
9,076.42 6,673.83 4,735.82 17,021.63 21,163.30 3,796.57
operations
(₹ in Lakhs)
Total
revenue (₹ 9,083.93 6,684.20 4,741.81 17,040.40 21,163.30 4,560.74
in Lakhs)
EBITDA (₹
1,073.78 779.87 649.31 2,123.86 3,101.20 (259.67)
in Lakhs)
EBITDA
11.83 11.69 13.71 12.48 14.65 (6.84)
Margin (%)
Profit after
tax (₹ in 505.07 209.44 48.42 1,299.74 1,408.20 (674)
Lakhs)
PAT Margin
5.56 3.14 1.02 7.64 6.65 (17.75)
(%)
Return on
Equity 26.20 14.13 3.96 36.57 18.63 (0.14)
(ROE) (%)
Debt To
2.78 2.21 3.04 0.87 0.64 0.35
Equity Ratio
Interest
Coverage 2.28 1.59 1.17 10.2 4.85 0.35
Ratio
Return on
Capital
20.20 16.13 12.35 30.94 23.03 0.96
Employed
(ROCE) (%)
Current
1.34 1.34 1.26 1.38 1.51 1.27
Ratio
Net Capital
Turnover 5.06 5.46 4.70 13.70 7.18 4.34
Ratio
Notes:
a) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial
Statements.

98
 b) Gross Profit is calculated as Revenue from Operations less Cost of Materials consumed, Purchase of
Traded goods, Changes in inventories of finished goods and work-in-progress.
c) Gross margin refers to gross profit as a % of total revenues earned during a financial year.
d) EBITDA refers to earnings before interest, taxes, depreciation, amortization, gain or loss from
discontinued operations and exceptional items. EBITDA excludes other income.
e) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations
during that period.
f) Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is
calculated by dividing our net profit after taxes by our revenue from operations.
g) Return on equity (RoE) is equal to profit after tax for the year divided by the average total equity during
that period and is expressed as a percentage.
h) Debt to equity ratio is calculated by dividing the debt (excluding lease liabilities) by total equity (which
includes issued capital and all other equity reserves).
i) Interest Coverage Ratio measures our ability to make interest payments from available earnings and is
calculated by dividing EBIT by finance cost payment.
j) RoCE (Return on Capital Employed) (%) is calculated as profit before tax plus finance costs divided by
total assets minus current liabilities.
k) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which
are due within one year) and is calculated by dividing the current assets by current liabilities.
l) Net Capital Turnover Ratio quantifies our effectiveness in utilizing our working capital and is
calculated by dividing our revenue from operations by our working capital (i.e., current assets less
current liabilities).

** All the information for listed industry peer mentioned above is on a basis and is sourced from their
respective audited/unaudited financial results and/or annual report.

10. Weighted average cost of acquisition (“WACA”), floor price and cap price:

a) Primary Transactions:

Our Company has not Offered any Equity Shares or convertible securities, excluding shares Offered under
ESOP and issuance of bonus shares, during the 18 months preceding the date of this Red Herring Prospectus,
where such issuance is equal to or more that 5% of the fully diluted paid-up share capital of our Company
(calculated based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted but not
vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days.

b) Secondary Acquisition:

There have been no secondary sale / acquisitions of Equity Shares or any convertible securities, where our
Promoters, members of our Promoter Group or Shareholder(s) having the right to nominate director(s) in the
Board of Directors of the Company are a party to the transaction (excluding gifts), during the 18 months
preceding the date of this RHP, where either acquisition or sale is equal to or more than 5% of the fully
diluted paid up share capital of the Company (calculated based on the pre-Offer capital before such
transaction(s) and excluding ESOPs granted but not vested), in a single transaction or multiple transactions
combined together over a span of rolling 30 days.

Since there are no such transactions to report to under (a) and (b) therefore, information based on last five
primary or secondary transactions (secondary transactions where our Promoters / members of our Promoter
Group or Shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party
to the transaction), during the three years prior to the date of this Red Herring Prospectus irrespective of the
size of transactions, are as below:

99
 Face Offer
No. Of
Value Price Nature Of
Date Of Equity Total
Per /Transfer Nature Of Consideration
Allotment/ Shares Consideration
EquityPrice Per Transaction (Cash, Other Than
Transfer Allotted/ (In ₹ Lakhs)
Share Equity Cash Etc.)
Transferred*
(₹) Share (₹)
April 13, 27,000 10 30 Preferential Cash 8.10
2023 Allotment
March 17, 61,000 10 30 Preferential Cash 18.30
2023 Allotment
February 1,04,000 10 30 Preferential Cash 31.20
27, 2023 Allotment
January 4,00,000 10 30 Preferential Cash 120.00
07, 2023 Allotment
Weighted Average Cost Of Acquisition (Primary Transactions) 30.00

Weighted Average Cost Floor Price Cap Price

Past Transactions of Acquisition
(₹) ₹ [●] ₹ [●]
Weighted Average Cost of
Acquisition (WACA) of 30.00 [●] [●]
Primary Issuances
Weighted Average Cost of
Acquisition (WACA) of NA NA NA
Secondary Transactions
Since there were no primary or secondary transactions of equity shares of the company during the 18
months preceding the date of filing of this certificate, the information has been disclosed for price per
share of the company based on the last five primary or secondary transactions where promoters
/promoter group entities or selling shareholders or shareholder(s) having the right to nominate
director(s) on our board, are a party to the transaction, not older than three years prior to the date of
filing of this certificate irrespective of the size of the transaction
-Based On Primary NA NA NA
Transactions

11. Justification for Basis of Offer Price

Explanation for Offer Price / Cap Price being [●] times of weighted average cost of acquisition of primary
issuance price / secondary transaction price of Equity Shares along with our Company’s KPIs and financial
ratios for the Fiscals ended March 31, 2024, March 31, 2023 and March 31, 2022.
[●]*

*To be included in the finalization of Price Band.

12. The Offer Price is [●] times of the Face Value of the Equity Shares.

The Offer Price of ₹ [●] has been determined by our Company and Promoter selling shareholder in consultation
with the BRLM, on the basis of market demand from investors for Equity Shares, as determined through the
Book Building Process, and is justified in view of the above qualitative and quantitative parameters. Investors
should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Management
Discussion and Analysis of Financial Position and Results of Operations” and “Financial Information” on
pages 29, 114, 166 and 163, respectively, to have a more informed view. The trading price of the Equity Shares
could decline due to the factors mentioned in the “Risk Factors” and you may lose all or part of your
investments.

100
 STATEMENT OF POSSIBLE TAX BENEFITS

Date: June 7, 2024

To,
The Board of Directors
Durlax Top Surface Limited
301, Jaisingh CommSpace,
Dayal Das Road, FP362
W.E. Highway, Vile Parle (East)
Mumbai – 400057

Dear Sir(s):

Sub: Proposed initial public offering of equity shares of ₹ 10 each (the “Equity Shares”) of Durlax Top
Surface Limited (the “Company” and such offering, the “Issue”)
We report that the enclosed statement in Annexure A, states the possible special tax benefits available to the
Company and to its shareholders under the applicable tax laws presently in force in India including the Income
Act, 1961 (‘Act’), as amended by the Finance Act, 2023 i.e. applicable for FY 2023-24 and AY 2024-25, and
other direct tax laws presently in force in India. Several of these benefits are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the Company
or its shareholders to derive the stated special tax benefits is dependent upon their fulfilling such conditions, which
based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill.
The benefits discussed in the enclosed annexure are not exhaustive. 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 and the changing tax laws, each investor is advised
to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the Issue. We are neither suggesting nor advising the investor to invest money based on this
statement.
We do not express any opinion or provide any assurance as to whether:
i) The Company or its shareholders will continue to obtain these benefits in future; or
ii) The conditions prescribed for availing the benefits have been/would be met with.
The contents of the enclosed statement are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the Company.
The benefits discussed in the enclosed statement are not exhaustive nor are they conclusive. The contents stated
in the annexure are based on the information, explanations and representations obtained from the Company.
We hereby give consent to include this statement of tax benefits in the Red Herring Prospectus, the Prospectus
and submission of this certificate as may be necessary, to the Stock Exchange/ SEBI/ any regulatory authority
and/or for the records to be maintained by the Book Running Lead Manager in connection with the Issue and in
accordance with applicable law.
Terms capitalized and not defined herein shall have the same meaning as ascribed to them in the Red Herring
Prospectus and Prospectus.

Yours sincerely,
For N K Mittal & Associates
Chartered Accountants
Firm Registration Number: 113281W
Membership Number: 046785
Sd/-
N.K Mittal
(Partner)
Membership Number: 046785
UDIN: 24046785BKAONC4346

Place: Mumbai
Date: June 7, 2024

101
 Annexure-A

ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE

COMPANY AND ITS SHAREHOLDERS

The information provided below sets out the possible special tax benefits available to the Company and the Equity
Shareholder under the Income Tax Act 1961 (read with the rules, circulars and notifications issued in connection
thereto), as amended by the Finance Act, 2023 presently in force in India. It is not exhaustive or comprehensive
and is not intended to be a substitute for professional advice. Investors are advised to consult their own tax
consultant with respect to the tax implications of an investment in the Equity Shares 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.

A. SPECIAL TAX BENEFITS TO THE COMPANY UNDER THE INCOME TAX ACT, 1961 (THE
“ACT”)

Except as mentioned herein, there are no possible special tax benefits available to the company under Income
Tax Act, 1961 read with the relevant Income Tax Rules, 1962, the Customs Tariff Act, 1975, 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 and Goods and
Services Tax (Compensation to States) Act, 2017 read with the relevant Central Goods and Services Tax
Rules, 2017, Integrated Goods and Services Tax Rules, 2017, Union Territory Goods and Services Tax Rules,
State Goods and Services Tax Rules, 2017 and notifications issued under these Acts and Rules and the foreign
trade policy.

B. SPECIAL TAX BENEFITS TO THE SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961
(THE “ACT”)

The shareholders of the Company are not entitled to any special tax benefits under the Act.

Notes:

1. We have not considered the general tax benefits available to the Company, or shareholders of the Company.

2. The above is as per the Tax Laws as on date.

3. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all the existing and potential tax consequences of the
purchase, ownership and disposal of Equity Shares.

4. This Statement does not discuss any tax consequences in any country outside India of an investment in the
Equity Shares. The subscribers of the Equity Shares in the country other than India are urged to consult their
own professional advisers regarding possible income –tax consequences that apply to them.

For N K Mittal & Associates

Chartered Accountants
Firm Registration Number: 113281W
Sd/-
N K Mittal
(Partner)
Membership Number: 046785
UDIN: 24046785BKAONC4346

Place: Mumbai
Date: June 7, 2024

102
 SECTION V – ABOUT THE COMPANY
INDUSTRY OVERVIEW

The information in this section includes extracts from publicly available information, data and statistics and has
been derived from various government publications and industry sources. Neither we nor any other person
connected with the Offer have verified this information. The data may have been re-classified by us for the
purposes of presentation. Industry sources and publications generally state that the information contained therein
has been obtained from sources generally believed to be reliable, but that their accuracy, completeness, and
underlying assumptions are not guaranteed, and their reliability cannot be assured and, accordingly, investment
decisions should not be based on such information.

Industry sources and publications are also prepared based on information as on 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 and, accordingly, investment
decisions should not be based on such information. You should read the entire Red Herring Prospectus, including
the information contained in the sections titled “Risk Factors” and “Restated Financial Statements” and related
notes beginning on page 29 and 163 of Red Herring Prospectus.

GLOBAL OUTLOOK:

Global growth, estimated at 3.4 percent in 2022, is projected to fall to 2.9 percent in 2023 before rising to 3.1
percent in 2024. Compared with the October forecast, the estimate for 2022 and the forecast for 2023 are both
higher by about 0.2 percentage point, reflecting positive surprises and greater-than-expected resilience in
numerous economies. Negative growth in global GDP or global GDP per capita which often happens when there
is a global recession is not expected. Nevertheless, global growth projected for 2023 and 2024 is below the
historical (2000–19) annual average of 3.8 percent. The forecast of low growth in 2023 reflects the rise in central
bank rates to fight inflation- especially in advanced economies as well as the war in Ukraine. The decline in
growth in 2023 from 2022 is driven by advanced economies; in emerging markets and developing economies,
growth is estimated to have bottomed out in 2022. Following the path of global demand, world trade growth is
expected to decline in 2023 to 2.4 percent, despite an easing of supply bottlenecks, before rising to 3.4 percent in
2024.

For advanced economies, growth is projected to decline sharply from 2.7 percent in 2022 to 1.2 percent in 2023
before rising to 1.4 percent in 2024, with a downward revision of 0.2 percentage point for 2024. About 90 percent
of advanced economies are projected to see a decline in growth in 2023.

In the United States, growth is projected to fall from 2.0 percent in 2022 to 1.4 percent in 2023 and 1.0 percent in
2024. With growth rebounding in the second half of 2024, growth in 2024 will be faster than in 2023 on a fourth-
quarter-over-fourth-quarter basis, as in most advanced economies.

Growth in the United Kingdom is projected to be –0.6 percent in 2023, a 0.9 percentage point downward revision
from October, reflecting tighter fiscal and monetary policies and financial conditions and still-high energy retail
prices weighing on household budgets.

For emerging market and developing economies, growth is projected to rise modestly, from 3.9 percent in 2022
to 4.0 percent in 2023 and 4.2 percent in 2024, with an upward revision of 0.3 percentage point for 2023 and a
downward revision of 0.1 percentage point for 2024. About half of emerging markets and developing economies
have lower growth in 2023 than in 2022.

Growth in emerging and developing Asia is expected to rise in 2023 and 2024 to 5.3 percent and 5.2 percent,
respectively, after the deeper-than-expected slowdown in 2022 to 4.3 percent attributable to China’s economy.
China’s real GDP slowdown in the fourth quarter of 2022 implies a 0.2 percentage point downgrade for 2022
growth to 3.0 percent the first time in more than 40 years with China’s growth below the global average. Growth
in China is projected to rise to 5.2 percent in 2023, reflecting rapidly improving mobility, and to fall to 4.5 percent
in 2024 before settling at below 4 percent over the medium term amid declining business dynamism and slow
progress on structural reforms. Growth in India is set to decline from 6.8 percent in 2022 to 6.1 percent in 2023
before picking up to 6.8 percent in 2024, with resilient domestic demand despite external headwinds.

Inflation Peaking:

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About 84 percent of countries are expected to have lower headline (consumer price index) inflation in 2023 than
in 2022. Global inflation is set to fall from 8.8 percent in 2022 (annual average) to 6.6 percent in 2023 and 4.3
percent in 2024––above pre-pandemic (2017–19) levels of about 3.5 percent.

In advanced economies, annual average inflation is projected to decline from 7.3 percent in 2022 to 4.6 percent
in 2023 and 2.6 percent in 2024––above target in several cases.

In emerging markets and developing economies, projected annual inflation declines from 9.9 percent in 2022 to
8.1 percent in 2023 and 5.5 percent in 2024, above the 4.9 percent pre-pandemic (2017–19) average.

In low-income developing countries, inflation is projected to moderate from 14.2 percent in 2022 to 8.6 percent
in 2024––still high, but close to the pre-pandemic average.

Overview of the World Economic Outlook Projections:

(Percent change, unless noted otherwise)
Country/Group 2021 2022E 2023P 2024P
World Output 6.2 3.4 2.9 3.1
Advanced 5.4 2.7 1.2 1.4
Economies
United States 5.9 2.0 1.4 1.0
Euro Area 5.3 3.5 0.7 1.6
Japan 2.1 1.4 1.8 0.9
United Kingdom 7.6 4.1 -0.6 0.9
Canada 5.0 3.5 1.5 1.5
Other Advanced 5.3 2.8 2.0 2.4
Economies*
Emerging Market 6.7 3.9 4.0 4.2
and Developing
Economies
Emerging and 7.4 4.3 5.3 5.2
Developing Asia
China 8.4 3.0 5.2 4.5
India# 8.7 6.8 6.1 6.8
Emerging and 6.9 0.7 1.5 2.6
Developing Europe
Latin America and 7.0 3.9 1.8 2.1
the Caribbean
Middle East and 4.5 5.3 3.2 3.7
Central Asia
Sub-Saharan 4.7 3.8 3.8 4.1
Africa
E: Estimate
P: Projections
* Excludes the Group of Seven (Canada, France, Germany, Italy, Japan, United Kingdom, United States) and
euro area countries.
# For India, data and projections are presented on a fiscal year basis, with FY 2022-23 (starting in April 2022)
shown in the 2022 column. India's growth projections are 5.4 percent in 2023 and 6.8 percent in 2024 based on
calendar year.

The global fight against inflation, Russia’s war in Ukraine, and a resurgence of COVID-19 in China weighed on
global economic activity in 2022, and the first two factors will continue to do so in 2023.

Despite these headwinds, real GDP was surprisingly strong in the third quarter of 2022 in numerous economies,
including the United States, the euro area, and major emerging market and developing economies. The sources of
these surprises were in many cases domestic: stronger-than-expected private consumption and investment amid
tight labour markets and greater-than-anticipated fiscal support. Households spent more to satisfy pent-up
demand, particularly on services, partly by drawing down their stock of savings as economies reopened. Business
investment rose to meet demand. On the supply side, easing bottlenecks and declining transportation costs reduced

104
pressures on input prices and allowed for a rebound in previously constrained sectors, such as motor vehicles.
Energy markets have adjusted faster than expected to the shock from Russia’s invasion of Ukraine.

In the fourth quarter of 2022, however, this uptick is estimated to have faded in most-though not all-major
economies. US growth remains stronger than expected, with consumers continuing to spend from their stock of
savings (the personal saving rate is at its lowest in more than 60 years, except for July 2005), unemployment near
historic lows, and plentiful job opportunities. But elsewhere, high-frequency activity indicators (such as business
and consumer sentiment, purchasing manager surveys, and mobility indicators) generally point to a slowdown.

Source:[Link]
2023
INDIAN OUTLOOK:

India was one of the fastest growing economies in the world with real GDP growing 7.7 percent year-on-year
during Q1-Q3 fiscal year 2022-23 (April-March, FY22-23). Growth was underpinned by robust domestic demand-
strong investment activity bolstered by the government’s capex push and buoyant private consumption,
particularly among higher income earners. While the overall growth momentum remains robust and real GDP
growth for FY22-23 is estimated to be 6.9 percent, there were signs of moderation in Q3 as growth slowed to 4.4
percent year-on-year (y-o-y). There was also a change in the composition of domestic demand in Q3 FY22-23
with a lower share from government consumption as fiscal consolidation efforts continued. Estimates suggest that
the pandemic induced a spike in extreme poverty ($2.15), of up to 4 percentage points, moderated in FY21-22.

Headline inflation averaged around 6.6 percent in FY22-23. Average inflation in H2 FY22-23 was almost 1
percentage point lower than the first half as inflationary pressures began to taper and the combination of supply
side measures (such as export restrictions) and monetary policy tightening began to take effect. Notwithstanding
the moderation, headline inflation remains above the Reserve Bank of India’s (RBI) target range of 2–6 percent.
The gradual moderation in price pressures was led by a decline in food inflation (the single largest component of
headline inflation) and easing fuel prices on the back of softening in global oil prices. However, the core inflation
remained elevated in FY22-23, averaging around 6.1 percent over the fiscal year.

The current account deficit narrowed from 3.3 percent of GDP in H1 FY22-23 to 2.2 percent in Q3 FY22-23. The
current account balance remains adequately financed by robust net capital inflows and foreign direct investment
inflows. The rupee has depreciated by 9.1 percent since April 2022, but the pace of depreciation showed signs of
slowing in H2.

India’s economy has been relatively resilient to challenging external conditions, real GDP growth is likely to
moderate to 6.3 percent in FY23-24 from the estimated 6.9 percent in FY22-23.

(Source:[Link]
[Link] )

GDP revisions point to India’s resilience in the past:

India recently released GDP estimates for the October–December quarter of FY 2022–23 (Q3) along with
revisions of the past three years’ data. GDP data suggests that India emerged stronger from the pandemic than
initially assumed, with growth gathering steady momentum since FY 2022–23 (figure 1). GDP growth for FY
2020–21 was revised up by 0.77 percentage points, implying the recession was not as deep as previously thought.
For FY 2021–22, meanwhile, growth was revised up from 8.7% to 9.1%, suggesting stronger rebound. This
upward revision was primarily because of the stronger-than-anticipated growth in manufacturing and construction.

105
Data for the latest quarter (Q3) points to 4.4% year-over-year (YoY) growth in Q3, which is close to what we had
estimated (4.5% YoY) in January. Although it appears to be the weakest quarter of this fiscal, the significant
upward revision of last year’s data increased the base for this year’s growth estimates.

Two observations are worth noting: Despite the global slowdown, exports performed well, probably because of
the depreciated currency against the dollar. While goods exports remained modest, India’s services exports
skyrocketed by 30% between April and February. A strong digitization drive the world over, cost-cutting measures
by businesses to deal with the impending slowdown, and the growing trend of remote working increased demand
for exports of services in technology, where India has a comparative advantage. Interestingly, the share of business
and professional services in total services exports also increased as companies globally now prefer outsourcing a
wide range of professions, such as accounting, audit, R&D, quality assurance, and after-sales service.

106
Global Solid Surfaces Industry

Global Acrylic Solid Surface Market, By Product Type (Casting Molding Solid Surface, Extrusion Molding Solid
Surface), Application (Commercial, Residential), Country (U.S., Canada, Mexico, Brazil, Argentina, Rest of
South America, Germany, France, Italy, U.K., Belgium, Spain, Russia, Turkey, Netherlands, Switzerland, Rest of
Europe, Japan, China, India, South Korea, Australia, Singapore, Malaysia, Thailand, Indonesia, Philippines, Rest
of Asia-Pacific, U.A.E, Saudi Arabia, Egypt, South Africa, Israel, Rest of Middle East and Africa) Industry Trends
and Forecast to 2028.

Market Analysis and Insights : Global Acrylic Solid Surface Market

The acrylic solid surface market will grow at a rate of 3.55% for the forecast period of 2021 to 2028. Rise in the
construction on a global-scale, both in the residential and commercial sectors is a vital factor driving the growth
of acrylic solid surface market.

107
 Acrylic solid surface is defined as a man-made material which is composed of alumina trihydrate (ATH), acrylic,
epoxy or polyester resins and pigments. It is generally used in seamless countertop installations and can be heated
and bent in three-dimensional shapes through a process known as thermoforming.

Increase in the use of aesthetically appealing designs with various colours and shapes to beautify homes is the
vital factor escalating the market growth, also rise in the rapid urbanization in non-residential units such as
corporate offices, public toilets, malls and shopping complexes, hospitals, and schools and rise in the
industrialization in some parts of the world are the major factors among others driving the acrylic solid surface
market. Moreover, rise in the research and development activities in the market and rise in the demand from
emerging economies will further create new opportunities for the acrylic solid surface market in the forecast period
of 2021- 2028.

However, increased cost of finished products is the major factors among others acting as a restraint, and will
further challenge the growth of acrylic solid surface market in the forecast period mentioned above.

This acrylic solid surface market report provides details of new recent developments, trade regulations, import
export analysis, production analysis, value chain optimization, market share, impact of domestic and localised
market players, analyses opportunities in terms of emerging revenue pockets, changes in market regulations,
strategic market growth analysis, market size, category market growths, application niches and dominance,
product approvals, product launches, geographical expansions, technological innovations in the market. To gain
more info on the acrylic solid surface market contact Data Bridge Market Research for an Analyst Brief, our team
will help you take an informed market decision to achieve market growth.

Acrylic Solid Surface Market Scope and Market Size

The acrylic solid surface market is segmented on the basis of product type and application. The growth amongst
the different segments helps you in attaining the knowledge related to the different growth factors expected to be
prevalent throughout the market and formulate different strategies to help identify core application areas and the
difference in your target markets.

• Based on product type, the acrylic solid surface market is segmented into casting molding solid surface and
extrusion molding solid surface.
• The acrylic solid surface market is also segmented on the basis of application into commercial and residential.

Acrylic Solid Surface Market Country Level Analysis

The acrylic solid surface market is analysed and market size, volume information is provided by country, product
type and application as referenced above.

The countries covered in the acrylic solid surface market report are U.S., Canada and Mexico in North America,
Germany, France, U.K., Netherlands, Switzerland, Belgium, Russia, Italy, Spain, Turkey, Rest of Europe in
Europe, China, Japan, India, South Korea, Singapore, Malaysia, Australia, Thailand, Indonesia, Philippines, Rest
of Asia-Pacific (APAC) in the Asia-Pacific (APAC), Saudi Arabia, U.A.E, Israel, Egypt, South Africa, Rest of
Middle East and Africa (MEA) as a part of Middle East and Africa (MEA), Brazil, Argentina and Rest of South
America as part of South America.

North America dominates the acrylic solid surface market due to large presence of key market players along with
increasing construction activities in both the residential and commercial sectors in this region.
The country section of the acrylic solid surface market report also provides individual market impacting factors
and changes in regulation in the market domestically that impacts the current and future trends of the market. Data
points such as consumption volumes, production sites and volumes, import export analysis, price trend analysis,
cost of raw materials, down-stream and upstream value chain analysis are some of the major pointers used to
forecast the market scenario for individual countries. Also, presence and availability of global brands and their
challenges faced due to large or scarce competition from local and domestic brands, impact of domestic tariffs
and trade routes are considered while providing forecast analysis of the country data.

Competitive Landscape and Acrylic Solid Surface Market Share Analysis

108
The acrylic solid surface market competitive landscape provides details by competitor. Details included are
company overview, company financials, revenue generated, market potential, investment in research and
development, new market initiatives, global presence, production sites and facilities, production capacities,
company strengths and weaknesses, product launch, product width and breadth, application dominance. The above
data points provided are only related to the companies’ focus related to acrylic solid surface market.

The major players covered in the acrylic solid surface market report are DuPont, LG HAUSYS, Hanwha Group,
LOTTE Chemical CORPORATION, Durasein, ARISTECH SURFACES LLC, Wilsonart LLC, Guangzhou
Gelandi New Material Co., Ltd, Guangdong Fusheng new materials, Kingkonree International China Surface
Industrial Co., Ltd, SYSTEMPOOL and Umiya Carbon Private Limited among other domestic and global players.
Market share data is available for global, North America, Europe, Asia-Pacific (APAC), Middle East and Africa
(MEA) and South America separately. DBMR analysts understand competitive strengths and provide competitive
analysis for each competitor separately.
(Source: [Link]

Corian Acrylic Solid Surface Market growth upgrade, Latest Trends and Overview till 2030

The most recent research report on the global “Corian Acrylic Solid Surface Market” from 2023 to 2029 offers
a comprehensive overview of the market, highlighting current trends, demand, and recent advancements that are
anticipated to impact market growth in the near future. The report delves into various aspects including new
business opportunities, pricing, revenue generation, gross margin, market size, market share, growth potential,
and upcoming strategies employed by leading players. Additionally, it provides detailed profiles of major
companies operating in the market, with a focus on market size for different product types (Casting Molding
Solid Surface, Extrusion Molding Solid Surface), applications (Hospitals, Hotels), and geographical regions.
The report also analyses the competitive landscape, current status, and emerging trends in the industry.

Additionally, the report provides a forecast for the Corian Acrylic Solid Surface Market by regions, type, and
application, with sales and revenue projected from 2023 to [Link] report encompasses an evaluation of the
market landscape and its potential growth opportunities in the foreseeable future. It also examines the viability of
new investment initiatives, accompanied by overall research findings and conclusions.

The global Corian Acrylic Solid Surface market size was valued at USD 2261.2 million in 2022 and is expected
to expand at a CAGR of 4.38Percent during the forecast period, reaching USD 2925.17 million by 2028.
(Source:[Link] upgrade-
latest-trends-and-overview-till-2030-2023-06-06)

The global countertops market size

The global countertops market size was valued at USD 131.50 billion in 2022 and is expected to expand at a
compound annual growth rate (CAGR) of 6.5% from 2023 to 2030. The increasing preference for multiple
bathrooms and spacious kitchens, the rising number of food-serving outlets, and an increasing number of hotel
rooms around the world are the major driving factors of the market. In addition, countertops are a fundamental
utility in labs, kitchens, retail, workrooms, and bathrooms. Various materials are used to build work platforms
according to their practicality, durability, aesthetics, and necessities, such as the necessity for built-in appliances
for a particular application.

109
Countertops are likely to generate significant revenue in the anticipated time frame since they are multipurpose
platforms with extensive utilities. The world economy was majorly impacted by the COVID-19 pandemic that
spread across the globe. Lockdowns had ordered in many nations around the world to stop the chain and spread
of the coronavirus. Moreover, during the pandemic home improvement project increased, especially in developed
economies. Moreover, demand for bathroom and kitchen remodeling in the U.S. is at a record high, as COVID-
19 vaccination rates rise and hybrid, permanent work-from-home lifestyles are encouraging consumers to
refurbish their home layouts.

As a result, the market witnessed significant growth during the pandemic. In addition, the industry is expanding
strongly due to an increase in private spending on home improvements and a consistent rise in the residential
building industry across the globe. In brand-new homes and during kitchen renovations, countertops are typically
added. For instance, in December 2022, according to the U.S. Department of Housing and Urban Development,
and the U.S. Census Bureau, privately-owned housing completions in November 2022, were at an annual rate of
10% above October 2022, which were at an annual rate of 6%.

Moreover, there is a surge in bank lending and mortgage refinancing, which makes more credit available for
renovating existing homes and hence fuels demand for countertop items. For instance, in March 2022, according
to a survey by Discover, approximately 79% of property holders would rather renovate their current home than
move to a different one. This is expected to increase the home improvement market. In addition, nearly 58% of
millennial and Gen Z homeowners are presently working on home improvements or plan to do so within a couple
of months. This is expected to accelerate the industry growth over the forecast period.

With the growing preference for more expensive materials over laminates, the market value of the industry under
study is expected to increase during the forecast period. Moreover, cabinetry building materials including rust-
free concrete, recycled wood, tactile and leather surfaces, eco-friendly composite stone, and non-porous laminates
are among the current countertop industry trends. In addition, the continued rapid development in emerging
economies like China, India, and Brazil is further boosting product demand.

Furthermore, the leading players are adopting customer-driven marketing techniques, which may play a crucial
role in driving industry growth over the forecast period. For instance, Caesarstone released new types of concrete
materials in its Metropolitan Countertop Collection, such as Cloudburst Concrete 4011 and Airy Concrete 4044,
which have softer edges and airy visual patterns and are ideally suited for platforms in kitchens, bathrooms, and
offices.

Material Insights

110
In terms of revenue, the granite material segment dominated the industry in 2022 and accounted for the
maximum share of more than 28.65%. The increasing demand for granite for countertops is due to its inherent
strength, abrasion resistance, and excellent weathering durability, granite has long been used as an exterior
cladding and paving material. It is expected to remain one of the best material options available to modern
architects. This is expected to accelerate segment growth over the forecast period. The engineered quartz segment
is projected to register a steady CAGR from 2023 to 2030.

The increasing popularity of quartz among consumers for their kitchen and bathroom cabinets is expected to
propel the segment's growth. The increasing demand for eco-friendly materials for countertops is accelerating the
demand for engineered quartz. Furthermore, the National Institute for Occupational Safety and Health (NIOSH)
undertook a study to comprehend how crystalline silica stone (also known as quartz stone) is used and to develop
preventative strategies to limit its use as it can lead to respiratory conditions.

End-user Insights

The residential segment contributed to the largest share of more than 72.95% of the overall revenue in 2022 and
is expected to grow at a steady CAGR from 2023 to 2030. The increasing trend of preferring larger kitchens and
multiple bathrooms in single-family houses across developed nations is propelling the segment's growth.
Furthermore, rising investments by homeowners in home remodeling as home values increase are driving the
segment growth. The commercial segment is expected to grow at the fastest CAGR from 2023 to 2030.

The growing number of hotels, restaurants, bars, and cafés around the world is accelerating the product demand
in the commercial segment. Furthermore, the increasing demand for high-end design kitchens and bathrooms,
even in budget-level hotels, from travelers is putting pressure on luxury and mid-range hotel owners, who are
improving finishes, countertops, and furniture, adding features, and rethinking the guest experience. This will
propel the segment growth over the forecast period

Application Insights

In terms of revenue, the kitchen application segment dominated the industry in 2022 and accounted for the largest
share of more than 63.65%. The segment is estimated to remain dominant throughout the forecast period. The
rising demand for countertops in the kitchen is accelerating the growth of this application segment. Moreover, a
rise in the average share of housing space dedicated to kitchens in new residential constructions is expected to
accelerate the segment growth over the forecast period.

Regional Insights

Asia Pacific dominated the industry in 2022 and accounted for the largest share of more than 36.40% of the overall
revenue. This high share can be attributed to improved living standards and ongoing projects to upgrade residential
and non-residential building units. In addition, the continued popularity of countertop replacement as a home
improvement activity will drive the market. Furthermore, the product demand will be boosted by the growing
consumer interest in porcelain slab, engineered stone, and butcher-block countertops as customers attempt to
upgrade from laminates and solid surfaces to more visually pleasing and natural-looking surfaces materials.
(Source: [Link]
Home Décor Market

111
The global home decor market size reached US$ 715.4 Billion in 2022. Looking forward, the publisher expects
the market to reach US$ 937.0 Billion by 2028, exhibiting a CAGR of 4.6% during 2022-2028.

(Source: [Link]

Indian Solid Surfaces Industry:

Countertops Market Analysis

The market value of the market studied is set to rise in the forecast period due to an increasing preference for
higher-priced kitchen counter-top materials rather than laminates. The ongoing strong advances in developing
markets, such as China, India, and Brazil, are further propelling the demand for countertops.

Asia-Pacific Region to be the Fastest Growing Market

The Asia-Pacific region was one of the largest markets for Countertops the Asia-Pacific region is anticipated to
witness further growth in the sale of Countertops in the forecast period primarily in developing economies such
as India and China.

In China, which is the fastest-growing market for Countertop products in Asia, the demand for countertop products
is expected to witness growth attributed to factors such as the rising living standards of consumers and continued
projects aimed at modernizing housing and non-residential building units. India is the region’s second-fastest-
growing market, and the country is likely to witness an increase in sales of countertop products owing to factors
like economic growth, an increase in the rising disposable income of people, expansion of distribution networks,
and growth in the construction sector.

(Source: [Link]

Home Décor Market:

The India home furnishings market size reached INR 48,625 Crore in 2022. Looking forward, the market to reach
INR 78,536 Crore by 2028, exhibiting a growth rate (CAGR) of 8.23% during 2023-2028.

Home furnishings include furniture, appliances, rugs, cooking utensils, art objects, wall-to-wall carpeting, built-
in ovens, ranges, and dishwashers. They aid in providing an appeal and comfortable ambiance to different spaces
of a home, including the bedroom, living room, and dining room. There is currently a rise in the availability of
innovative and affordable home furnishings across India.

India Home Furnishings Market Trends:

The thriving e-commerce industry on account of the increasing internet penetration and reliance on smartphones,
tablets and laptops represents one of the key factors propelling the growth of the market in India. Additionally,
leading players operating in the country are focusing on visually attractive online product displays and aggressive

112
promotional campaigns to widen their existing consumer base. They are also offering customization to customers,
which enables them to request for a specific material and colour of furniture upholstery to match their home décor.
Apart from this, the Government of India is introducing campaigns like Make in India that aim at minimizing
exports and encouraging domestic manufacturing of home furnishings to offer employment opportunities. In
addition, it is implementing Amended Technology Upgradation Fund Scheme (ATUFS) to catalyze capital
investments for technology up-gradation and modernization of the textile industry. This, along with the rising
foreign direct investment (FDI) in the textile sector and the growing demand for bath and table linen, is driving
the market across the country. Moreover, there is an increase in the adoption of luxury home furnishings due to
the rising disposable incomes of individuals. Factors, such as the increasing number of households and rapid
expansion of interior design businesses across India, are also strengthening the market growth.
(Source: [Link]

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 OUR BUSINESS

Some of the information in the following section, especially information with respect to our plans and strategies,
contain certain forward-looking statements that involve risks and uncertainties. You should read “Forward
Looking Statements” on page 20 of this Red Herring Prospectus for a discussion of the risks and uncertainties
related to those statements. Our actual results may differ materially from those expressed in or implied by these
forward-looking statements. Our Company’s strengths and its ability to successfully implement its business
strategies may be affected by various factors that have an influence on its operations, or on the industry segment
in which our Company operates, which may have been disclosed in “Risk Factors” on page 29.

This section should be read in conjunction with such risk factors. This section should be read in conjunction with
the “Industry Overview” on page 103 of this Red Herring Prospectus. Our Financial Year ends on March 31 of
each year, and references to a particular Financial Year are to the 12-month period ending March 31 of that
year.

Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived
from our “Financial Information”, included in this Red Herring Prospectus on page 163. Unless the context
otherwise requires, in this chapter, reference to “Durlax”, “we”, “us”, “our”, “Company” or “Our Company”
refers to Durlax Top Surface Limited.

Overview

Our company was originally incorporated as Durlax Archtech Private Limited on May 03, 2010, as a private
limited company under the provisions of Companies Act, 1956 pursuant to Certificate of Incorporation issued by
RoC, Mumbai, Maharashtra. Further, the name of the company was changed to Durlax India Private Limited vide
the Certificate of Incorporation pursuant to change of name dated August 23, 2017, issued by RoC, Mumbai,
Maharashtra. Subsequently, the name was changed to Durlax Top Surface Private Limited vide Certificate of
Incorporation pursuant to change of name dated January 06, 2023, issued by RoC, Mumbai, Maharashtra. The
Company was converted into a public limited company pursuant to shareholders resolution passed at the General
Meeting of our Company held on January 27, 2023, and the name of our Company was changed to “Durlax Top
Surface Limited”, and a Fresh Certificate of Incorporation dated March 29, 2023, was issued by RoC, Mumbai,
Maharashtra. The Corporate Identification Number of our Company is U74999MH2010PLC202712.

We are engaged in the business of manufacturing of solid surface material, which is sold across India, through an
extensive distribution network of distributors and direct customers and also exported to various countries such as
Dubai, Bahrain, Greece, Nepal. We operate through two brands namely LUXOR® and ASPIRON®, which provide
a wide range of solid surfaces. Our LUXOR® brand offers Acrylic UV Solid Surfaces, while ASPIRON® offers
Modified Solid Surfaces.

Situated in Vapi, our manufacturing facility is equipped with German and South Korean technologies and
advanced machinery to produce solid surface materials. We aim to meet the ever-evolving demands of our
customers and create functional spaces across various sectors.

Our solid surfaces find applications in residential, commercial, hospitality, healthcare, exterior, and diverse
industries, providing stylish and durable solutions for countertops, vanities, offices, retail spaces, hotels, hospitals,
outdoor projects, and more.

Our company is founded by Shravan Suthar and Lalit Suthar, both of whom are certified in interior designing.
Shravan Suthar is primarily responsible for client acquisition and retention, diligently working to expand our client
base and maintain strong customer relationships, fostering continuous business growth. On the other hand, Lalit
Suthar oversees comprehensive business development endeavours, particularly focusing on brand marketing
solutions.

The table below sets forth certain key operational and financial metrics for the periods indicated:

(₹ in lakhs, unless stated in %)

Particulars Fiscal Year
2024 2023 2022
Revenue from 9,076.42 6,673.83 4,735.82
operations

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 Particulars Fiscal Year
2024 2023 2022
EBITDA 1,073.78 779.87 649.31
EBITDA Margin 11.83 11.69 13.71
Restated profit for the year 505.07 209.44 48.42
Restated profit for the year as 5.56 3.14 1.02
% of Revenue (PAT margin)
Capital employed 4,308.50 3,457.30 3,276.91
ROCE (%) 20.20 16.13 12.35
ROE (%) 26.20 14.13 3.96
Debt-to-Equity ratio 2.78 2.21 3.04

The table set forth below are contribution of our top 10 customers towards our revenue from operations:

(₹ in lakhs, unless stated in %)

Particulars Revenue from Revenue % Revenue
operations contribution of contribution of
our top 10 our top 10
customers customers
As at March 31, 2024 9,076.42 7,066.73 77.86%
As at March 31, 2023 6,673.83 4,754.21 71.24%
As at March 31, 2022 4,735.82 3,360.90 70.97%

Product Portfolios

The portfolio of our products comprises of two brands namely; ASPIRON ® and LUXOR®:

Durlax Top
Surface Limited

ASPIRON® LUXOR®

Our manufactured product category

A. ASPIRON®

Aspiron® is a solid surface that opens up a variety of design possibilities. It is made with mixture of polyester
resin, aluminium trihydrate powder and certain other adhesive. It makes it suitable for various applications,
including both residential and commercial environments such as hotels, healthcare facilities, retail spaces, and
even marine settings. In India, Aspiron® offers a large palette of over 60 colors, providing choices to suit different
preferences and design requirements. Aspiron ® exhibits the characteristics of wood, allowing it to be carved,
routed, and manipulated to achieve desired shapes and textures. Additionally, it can be molded, thermoformed, or
inlayed, expanding the range of design techniques available. The nature of Aspiron ® enhances design possibilities,
offering variety of options for creating different applications. Various series are included below:

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B. LUXOR®

LUXOR® Acrylic UV is made with mixture of mono methyl amine, pvc methyl amine, aluminium trihydrate
powder and certain other adhesive. LUXOR® Acrylic UV solid surface offers multipurpose solution. These solid
surfaces are suited for a wide range of design applications, both indoors and outdoors, in residential, commercial,
and office settings. LUXOR® Acrylic UV solid surfaces demonstrate their commitment to quality. Various series
are included below:

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117
Our Unit

We operate from our manufacturing facility in Moti Tambadi Dist. Valsad near Vapi, Gujarat. Our manufacturing
facility is supported by infrastructure for storage of raw materials, manufacture of solid surfaces, storage of

118
finished goods, together with a quality control and research & development laboratory. We source raw materials
from suppliers based on quality specifications and cost effectiveness. Easily available materials are procured from
suppliers located in close proximity to our registered office/ Unit to minimize inward freight costs and reduce the
cost of raw materials. Some specific types of raw materials such as Alumina Tri Hydrate (ATH), Polyvinyl
Alcohol (PVA) film, is imported from suppliers based out of South Korea and China.

The power requirements for this facility are met through the local state power grid and power back-ups to operate
packaging lines and general lighting, while water is used from inhouse borewell.

Water is procured from the third-party water supplier. To minimize the wastage of water as well as to reduce the
water procurement cost, we process the water in effluent treatment plant for recycling and reuse it in the
manufacturing process.

Capacity and Capacity utilisation

The following table sets forth certain information relating to capacity utilization of our Units calculated on the
basis of total installed production capacity and actual production as of/ for the periods indicated below:

Produ Uni 2021-22 2022-23 2023-24

cts ts Capac Product Utilizat Capac Product Utilizat Capac Product Utilizat
ity ion ion ity ion ion ity ion ion
Solid No. 1,20,0 93,822 78.19% 1,20,0 1,07,00 89.17% 240,00 1,72,72 71.97%
Surfac of 00 00 0 0 4
e sheet She
et

Note:
• Batch per day is considered based on 8 hours working of plant per day.
• No. of working days considered in the FY 2021-22 is 300 days, in the FY 2022-23 is 300 and FY 2023-24 is 300 days.
• Production has achieved 1,72,724 sheets in 2 Shifts.

As certified by M-Tech Services LLP, Independent Chartered Engineers vide their certificate dated May 1, 2024.

The information relating to the installed production capacity of our Unit, as included above and elsewhere in this
Red Herring Prospectus are based on various assumptions and estimates that have been considered by the
chartered engineer for calculation of our capacity. These assumptions and estimates include the standard capacity
calculation practice of the top surface industry after examining the calculations and explanations provided by us.

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The assumptions and estimates taken into account include the following: (1) batch per day is considered based on
8 hours of working plant per day; (2) No. of working days considered in all the financial years are 300 days.

Procurement of Raw Materials

Purchase Negotiation Quotation Issue Invoice

Proforma approval
requisition and order request Invoice payment

Purchase requisition: When the department identifies the need for a particular raw material, a purchase requisition
is created, specifying the required quantity, description, and any other relevant details. The requisition is then
submitted to the purchase and procurement department for handling procurement requests.

Negotiation and order: Upon receiving the purchase requisition, the purchase and procurement team reviews the
requirements and initiates the negotiation process with potential suppliers. The negotiation involves discussing
pricing, terms and conditions, delivery schedules, and any other relevant factors. Once the negotiation is complete,
an order is placed with the chosen supplier, specifying the agreed-upon terms.

Quotation request: Before entering into negotiations, it is common to request quotations from multiple suppliers.
The purchase and procurement team sends out a quotation request to potential suppliers, providing them with the
necessary details and specifications of the desired product or service. Suppliers respond with their quotations,
which typically include pricing, delivery timelines, payment terms, and any other relevant information.

Issue Proforma Invoice: After the order is placed with the chosen supplier, they generate a proforma invoice. The
proforma invoice serves as a preliminary bill, providing a detailed breakdown of costs, including the agreed-upon
prices, taxes, shipping charges, and any other applicable fees. This document helps the purchasing organization
validate the order details before the final invoice is issued.

Invoice approval payment: Once the goods or services are delivered as per the order, the supplier issues a final
invoice to the purchasing organization. The invoice is reviewed internally for accuracy, compliance with the order,
and any contractual obligations. If everything is in order, the invoice goes through an approval process, usually
involving various stakeholders and following internal financial procedures. After approval, payment is made to
the supplier based on the agreed-upon payment terms, which could include a variety of methods such as wire
transfer, cheque, or electronic payment systems.

Bifurcation table in a percentage basis of raw material on the basis of its source of origin viz.
domestic/international.

As on March 31, 2024

Country Source Number of Amount Percentage (%) of
Vendors (₹ in Lakhs) Total Purchase
India Domestic 120 7,883.35 96.14%
China International 3 207.65 2.53%
South Korea International 1 106.98 1.30%
Vietnam International 1 2.23 0.03%
Grand Total 125 8,200.21 100.00%

As on March 31, 2023

Country Source Number of Amount Percentage (%) of
Vendors (₹ in Lakhs) Total Purchase
India Domestic 126 5,642.85 92.32%
China International 4 368.74 6.03%
Netherlands International 1 13.40 0.22%
South Korea International 1 82.19 1.34%
Vietnam International 1 5.11 0.08%
Grand Total 133 6,112.29 100.00%

As on March 31, 2022

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 Country Source Number of Amount Percentage (%) of
Vendors (₹ in Lakhs) Total Purchase
India Domestic 127 3,953.12 93.60%
China International 6 196.69 4.66%
Japan International 1 5.47 0.13%
South Korea International 1 62.92 1.49%
Vietnam International 1 5.27 0.12%
Grand Total 136 4,223.47 100%

Manufacturing Process

Inspection Mixing of Sanding, Polishing,

Dry and
of Raw Raw Vacuum Solid
Trimming & Filming &
Materials Material Backing Packing

Inspection of Raw Materials: The raw materials, including Alumina Trihydrate (ATH), acrylic, polyester resin,
marble chips, cross links agent, catalyst and colour pigments, are inspected for quality and consistency by our in-
house R&D Department. Any impurities or irregularities are identified and removed to ensure a high-quality end
product.

Mixing of Raw Material: The inspected materials are then accurately measured and mixed in predetermined
proportions. This process is typically carried out in a mixer machine. The goal is to achieve a thorough and uniform
distribution of the materials to ensure consistent properties throughout the solid surface.

Vacuum: After the mixing stage, the blended material is placed in a Stainless-Steel Belt Conveyor. Vacuuming
helps remove any trapped air bubbles, ensuring a smooth and void-free surface. This step is important for
enhancing the strength and integrity of the solid surface.

Dry and Solid: After the vacuuming process is finished, the mixture undergoes heating in the chambers,
transforming it from a liquid state to a solid state while simultaneously drying it, resulting in the formation of a
Solid Surface Sheet.

Sanding, Trimming & Backing: At this point, the surface may undergo sanding and trimming processes to achieve
the desired shape, size, and smoothness. The edges and corners are carefully shaped, and any imperfections or
excess material are removed. A backing material may also be added to reinforce the solid surface, depending on
its intended use.

Polishing, Filming & Packing: Once the solid surface has been sanded and trimmed, it undergoes a polishing
process to achieve a smooth and glossy finish. This may involve the use of abrasives and polishing compounds.
After polishing, a protective film may be applied to safeguard the surface from scratches and damage during
transportation and installation. Finally, the solid surfaces are carefully packed and prepared for shipping or
distribution.

Strengths

• Focusing on multiple end-user industries

We have over the last few years introduced new categories/designs which have diverse end-use applications.
Initially when we started with 20 colours and 2 ranges (6mm and 12 mm). Subsequently, we have successfully
producing wide range of thickness (4 mm to 20 mm) with more than 100 different shades and colour option
and also established a good presence in Indian and international market in Dubai, Saudi Arabia, Qatar, Greece,
USA, Sri Lanka, Bahrain, Nepal, Thailand etc. which has helped us to diversify into more end-user industries
such as residential, commercial, hospitality, healthcare, exterior, and diverse industries, and much more. This
expansion has facilitated a diversified product portfolio and has helped us create demand for our solid surface
across various end-user industries.

• Wide and diverse range of product offerings

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 Over last few years, we have expanded our product brand portfolio to multiple product categories/designs.
Having a wide portfolio of product categories/designs enables us to cross-sell to a large customer base
(which, in our case, are majorly distributors) who in-turn reach out to large number of retail counters for
serving the appliers and eventual end-customer. Having a wide product portfolio also enables our company
to efficiently compete with larger solid surface players in the market who also have a wide product offering.
Our constant efforts are focused towards continuously identifying market demands and introducing relevant
products with high quality.

• Experienced promoters and management team with industry knowledge and an established track
record

Promoters of our Company have significant industry experience and have been instrumental in the overall
growth of our Company. Our promoters have combined industry experience of around 20 years and possess
business intellect in the marketing and distribution circles of the solid surfaces industry as they are in this
business since many years. Further our Company is managed by a team of experienced personnel. The team
comprises of personnel having technical, operational, marketing, and business development experience. We
believe that our management team’s experience and understanding of the solid surface business will enable us
to continue to take advantage of both current and future market opportunities. For further details regarding our
management team’s experience and qualifications, please see “Our Management” on page 142 of this Red
Herring Prospectus. We believe that the knowledge and experience of our promoters and management will
enable us to identify new opportunities, rapidly respond to market conditions, adapt to changes in the business
landscape the competitive environment, and enhance the growth of the business.

• Diversified distribution network across India catering to customers

We have established our distribution network strategically over the last several years to meet our goals. Our
sales team and distribution network cater to all major cities of India to support the distributor who supply the
products to retailers/sub dealer who, in turn, make the product available for end-users like Architects, Interior
designer, contractors. Our sales team services the retail network through the distributors by making regular
visits, which help in generating secondary sales and increase market presence which results in growing market
share of our products. For the financial year ended on March 31, 2024, out of our total revenue from operations,
our sales to distributors were about ₹ 58.90 Lakhs which represents 64.89% of our total sales for financial year
2024. We have 16 distributors in financial year 2024. Top 10 distributors contributed upto 64.39% of total
sales in Fiscal 2024. Our distributors are also spread across the country having presence in 8 states in Fiscal
2024.

Strategies

• Continue to add to product portfolio by introducing new designs

Our Company’s strategy is focused towards introducing new product designs to meet the ever-changing
demands of the market as well as garnering the attention of more end-users. This helps in strengthening the
relationship with the existing customer network through a wide range of products while also onboarding new
customers from untapped segments and regions. Identifying and developing new products designs is a
continuous exercise that our management team engages into as we believe that there is an immense demand
in the global markets for unique designs, good quality and competitively priced products.

• Further expand our distribution network across India and globally

Over the last several years, our Company has constantly expanded the distribution network across the country
and this continues to be one of the core strategies of the Company to further expand the distribution network.
Having a wider product portfolio and an established brand presence in existing products, provides confidence
to new distributors to engage with our Company. While we believe in growing the distribution network, proper
area marking and financial credibility check is done before appointing a distributor to ensure a good service
and reputation in the market without hurting our existing channel. Profile of every distributor that is on-
boarded is matched with our well-established criteria and the relationship with every new distributor is
gradually built upon.

• Continue to drive business based on people-centric policies and practices

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 We believe members of our workforce are a key part of our business success and therefore we maintain people-
centric policies and practices. While our management leads us ably in achieving our growth and expansion
goals, identification and retention of key talent is crucial to our business. We will continue to strive to provide
a positive, safe and collaborative working environment to our employees and invest in structured training and
upskilling programs for them. This will promote a culture of meritocracy and diversity and drive them give
their best output.

• Marketing
Our customer base comprises both end consumers and distributors, with the latter acting as aggregators. By
focusing on customer engagement, expanding our reach to smaller towns, and leveraging our management's
expertise, we are working towards maximizing our sales and marketing potential and ensuring sustained
growth for our business.

In shaping our marketing and advertising efforts, we heavily rely on the experience of our management team.
We believe that this strategy will prove effective in encouraging repeat business and fostering growth within
our existing customer base. Moreover, we aim to tap into new markets through this approach.

The Company’s overall process from origination to placement of order by the client is enumerated below:

• Identify the potential clients directly and through distributors through online and offline, reach out to
prospective customers and understand their requirements, share a detailed proposal outlining terms and
conditions, confirmation of the proposal through a purchase order either through distributor or directly
to the Company and completing by delivery and feedback.

• The Company’s Sales & Marketing team procures the clients that are either distributors or direct
consumers through various offline and online avenues.

• To increase brand visibility

The market for our products is highly competitive in nature. Our market goodwill is significantly dependent
on brand recall and our ability to compete effectively would significantly depend on our ability to promote
and develop our brand. We would continue to associate ourselves with quality customers. We are highly
conscious about our brand image and intend to continue our brand building exercise by providing excellent
services to the satisfaction of the customers.

Inventory Management

Our finished products are stored on-site at our manufacturing facility. We produce a quantity of finished products
that is determined based on a combination of confirmed and expected orders.

Geographical Presence:

Revenue bifurcation of domestic and international market:

Fiscal 2023-24 2022-23 2021-22

Domestic 95.51% 96.98% 96.75%
International 4.49% 3.02% 3.25%
Total 100.00% 100.00% 100.00%

Customer Network and Sales

For the year ended March 31, 2024, we successfully distributed our products across 7 states and 1 union territories
in India, reaching both our distributors and direct customers. Our distribution network and robust infrastructure
have enabled us to serve our customers efficiently and effectively.

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The total number and the locations of distributors across India:

As on March 31, 2024

State Number of Sales Percentage (%) of Total Sales
Distributors (₹ in Lakhs)
Chattisgarh 1 0.11 0.00%
Delhi 3 103.73 1.14%
Karnataka 1 220.02 2.42%
Maharashtra 5 5,325.58 58.67%
Odisha 2 25.10 0.28%
Tamil nadu 1 56.43 0.62%
Telangana 1 37.89 0.42%
Uttar pradesh 2 120.77 1.33%
Total 16 5,889.63 64.89%
P.S. The Company do not have any distributor outside India.

As on March 31, 2023

State Number of Sales Percentage (%) of Total Sales
Distributors (₹ in Lakhs)
Maharashtra 8 4,038.43 60.51%
Karnataka 4 28.13 0.42%
Delhi 2 108.32 1.62%
Gujarat 2 17.86 0.27%
Telangana 2 81.71 1.22%
Uttar Pradesh 2 146.93 2.20%
Chhattisgarh 1 7.38 0.11%
Madhya Pradesh 1 6.55 0.10%
Tamil Nadu 1 44.58 0.67%
Total 23 4,479.90 67.12%
P.S. The Company do not have any distributor outside India.

As on March 31, 2022

State Number of Sales Percentage (%) of Total Sales
Distributors (₹ in Lakhs)
Maharashtra 6 2,941.29 62.11%
Karnataka 3 48.99 1.03%
Uttar Pradesh 3 180.04 3.80%
Gujarat 2 13.49 0.28%
Bihar 1 5.11 0.11%
Chhattisgarh 1 13.21 0.28%
Delhi 1 42.48 0.90%
Madhya Pradesh 1 9.66 0.20%
Tamil Nadu 1 18.47 0.39%
Telangana 1 29.97 0.63%
West Bengal 1 26.95 0.57%
Total 21 3,329.66 70.31%
P.S. The Company do not have any distributor outside India.

Domestic state wise revenue bifurcation:

Name of state For the year ended March 31, 2024 (% of revenue
of operation)
Maharashtra 71.86%
Karnataka 2.63%
Telangana 0.77%
Gujarat 0.95%
Tamil Nadu 1.36%
Delhi 2.79%

124
 Name of state For the year ended March 31, 2024 (% of revenue
of operation)
Odisha 9.18%
Uttar Pradesh 4.35%
Andhra Pradesh 0.03%
Assam 0.12%
Chattisgarh 0.01%
Dadra Nagar Haveli Daman Diu 0.10%
Haryana 0.66%
Jharkhand 0.02%
Kerala 0.01%
Madhya Pradesh 0.35%
Meghalaya 0.03%
Rajasthan 0.09%
West Bengal 0.20%

We supply our products to the distributors based on purchase orders issued. Upon receipt of orders, the products
are dispatched from the inventory maintained at the manufacturing unit after due verification of the credit cycle
of the distributor.

Logistics

Our raw materials and finished products are primarily transported by road. Our suppliers directly deliver our raw
materials to our manufacturing facility. We outsource the delivery of our products to third-party logistics
companies. We rely on freight forwarders to deliver our products from our manufacturing facility to our depots
and onwards to distributor outlets. We do not have long-term contractual relationships with our freight forwarders.

Utilities and infrastructure facilities

• Registered Office

Our registered office is situated at 301, Jaisingh Commonspace, Dayal Das Road, FP362 W.E. Highway, Vile
Parle (East), Mumbai – 400 057, Maharashtra, India.

Our office is equipped with computer systems, servers, relevant softwares and other communication
equipments, uninterrupted power supply, internet connectivity, security and other facilities, which are required
for our business operations to function smoothly.

• Power and Electricity

Our Company meets its power requirements at our registered office and at our manufacturing unit from Adani
Electricity and Dakshin Gujarat Vij Company Limited, respectively, and the same is sufficient for our day-to-
day functioning.

• Water

Our registered office has adequate water supply arrangements for human consumption purposes. The
requirements are fully met at our existing premises.

Technical Collaborations/ performance guarantee

Our Company does not have any technical collaborations or performance guarantee as on the date of this Red
Herring Prospectus.

Competition

The Solid surface industry in India is highly fragmented and competitive. Competition is faced by our business
from other existing and new distributors and manufacturers of Solid surface products. We engage with our
competitors on a regional or product line basis. Many of our competitors may have substantially large capital

125
bases and resources than we do and may offer a broader range of products. We believe that the principal factors
affecting competition in our business include client relationships, reputation, market focus, and the relative
quality, and price of the products and any ancillary service provided. We believe that we are able to distinguish
ourselves from our competitors on the basis of our experienced management, our marketing strength, our customer
network and reputation, and the availability & timeliness of specific product deliveries. We compete against our
competitors by establishing ourselves as a knowledge-based company with cordial relations with various
suppliers, which enables us to provide our customers with the specified quantities at competitive rates to meet
their requirements.

Quality Control

We place significant emphasis on quality control. Our quality management system with respect to our
manufacturing facility has been certified to conform to ISO 9001:2015 and ISO 14001:2015 requirements, subject
to periodic audits conducted by ISO. We inspect the raw materials we receive, work-in-progress and final
products. We have implemented internal procedures to ensure quality control at various stages of production, from
procurement of raw material, production to inventory storage. Our manufacturing facility has personnel
responsible for monitoring the parameters of equipment, stability of materials, reporting any irregularities in the
manufacturing processor the final output and making adjustments accordingly.

Insurance

We maintain insurance coverage under various insurance policies for, among other things, fire, stock insurance
etc, as may be required. We believe that we maintain all material insurance policies that are customary for
companies operating in our industry. The insurance policies are reviewed periodically to ensure that the coverage
is adequate. Although we attempt to limit and mitigate our liability for damages our insurance may not be
enforceable in all instances, or the limitations of liability may not protect us from entire liability for damages. For
further details, please refer to “Risk factors” on page 29 of this Red Herring Prospectus.

Employees

The Company has not employed/hired any contractual labour, as of March 31, 2024, we had an employee base of
69 employees. The following table sets forth a breakdown of our employees by function:

Function No. of Employees

Directors 2
Company Secretary 1
CFO 1
Administration 3
Customer Service Representative 2
Dispatch 1
Production Head 1
HR, Accounts and Financial Department 4
Research and Development 1
Operation 42
Purchase and Procurement Department 1
Sales and Marketing Department 10
Total 69

Intellectual Property

For details related to intellectual property, please refer section titled “Government and other key approvals” on
page 183 of this Red Herring Prospectus.

Properties

We operate out of following properties as on the date of this Red Herring Prospectus:

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Sr. Location Purpose of Area/Size Description
No. use
1. 301, Jaisingh Registered 940 Sq Ft Leave and license agreement dated
Commonspace, Dayal Das Office November 02, 2022, between Shravan
Road, FP362 W.E. Laxmichand Suthar (Licensor, Owner) &
Highway, Vile Parle (East), Durlax India Private Limited (Licensee)
Mumbai – 400 057, for a term of 60 months at ₹ 1,50,000 per
Maharashtra, India month.
2. Survey No. 557/2, 558/1, Manufacturing 20,223 Sq Lease deed dated March 26, 2018, between
Moti Tambadi, Vapi, Unit Ft Laxmichand Ladhaji Suthar & Durlax
Valsad. India Private Limited for a term of 30 years
at ₹ 25,000 per month.

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 KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of certain sector-specific laws currently in force in India, which are
applicable to our Company. The information detailed in this chapter has been obtained from various legislations
including rules and regulations promulgated by regulatory bodies and the bye laws of the respective local
authorities and publications available in the public domain. The description below may not be exhaustive, and is
only intended to provide general information to investors, and is neither designed as, nor intended to substitute,
professional legal advice. Judicial and administrative interpretations are subject to modification or clarification
by subsequent legislative, judicial or administrative decisions. The information detailed in this chapter has been
obtained from various legislations, including rules and regulations promulgated by the regulatory bodies that are
available in the public domain.

The Company may be required to obtain licenses and approvals depending upon the prevailing laws and
regulations as applicable. For information on regulatory approvals obtained by us, see “Government and Other
Key Approvals” on page 183. We are required to obtain and regularly renew certain licenses / registrations /
sanctions / permissions required statutorily under the provisions of various Central and State Government
regulations, rules, bye laws, acts and policies. Additionally, the projects undertaken by us require, at various
stages, the sanction of the concerned authorities under the relevant central and state legislations and local
byelaws.

Following is an overview of some of the important laws and regulations, which are relevant

to our business.

INDUSTRY-SPECIFIC LAWS

The Shops and Establishment legislations.

Under the provisions of local shops and establishments legislations applicable in the states in which establishments
are set up, establishments are required to be registered. Such legislations 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. All establishments
must be registered under the shops and establishments legislations of the state where they are located. There are
penalties prescribed in the form of monetary fine or imprisonment for violation of the legislations, as well as the
procedures for appeal in relation to such contravention of the provisions.

The Registration Act, 1908

The Registration Act, 1908 was passed to consolidate the enactments relating to the registration of documents.
The main purpose for which the Registration Act was designed was to ensure information about all deals
concerning land so that correct land records could be maintained. The Registration Act is used for proper recording
of transactions relating to other immovable property [Link] Registration Act provides for registration of other
documents also, which can give these documents more authenticity. Registering authorities have been provided
in all the districts for this purpose. The purpose of Registration Act is the conservation of evidence, assurances,
title and publication of documents and prevention of fraud. Evidence of registration is available through an
inspection of relevant land records, which usually contains details of the registered property.

The Indian Stamp Act, 1899 (“Stamp Act”)

Stamp duty in relation to certain specified categories of instruments as specified under Entry 91 of the list, is
governed by the provisions of the Indian Stamp Act, 1899 which is enacted by the Central Government. All others
instruments are required to be stamped, as per the rates prescribed by the respective State Governments. Stamp
duty is required to be paid on all the documents that are registered and as stated above the percentage of stamp
duty payable varies from one State to another. Certain State in India have enacted their own legislation in relation

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to stamp duty while the other State have adopted and amended the Stamp Act, as per the rates applicable in the
State. On such instruments stamp duty is payable at the rates specified in Schedule I of the Stamp Act. Instruments
chargeable to duty under the Stamp Act which are not duly stamped are incapable of being admitted in court as
evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments which
are not sufficiently stamped or not stamped at all. Unstamped and deficiently stamped instruments can be
impounded by the authority and validated by payment of penalty. The amount of penalty payable on such
instruments may vary from State to State.

The Information Technology Act, 2000 (“IT Act”)

The Information Technology Act, 2000 regulates and governs the communications made and services provided
in the electronic form. It provides legal recognition to transactions carried out by means of electronic data
interchange and other means of electronic communication. The IT Act prescribes punishment for publication of,
obscene and offensive materials through electronic means. The Information Technology (Amendment) Act, 2008,
which amended the IT Act, gives recognition to contracts concluded through electronic means, creates liability
for failure to protect sensitive personal data and gives protection to intermediaries in respect of third party
information liability. Further, under Section 69A of the IT Act and the Information Technology (Procedure &
Safeguards for Blocking for Access of Information by Public) Rules, 2009, directions can be issued by the
Government or intermediary, blocking public access to any information generated, transmitted, retrieved, stored
or hosted in any computer resource.

The M

cro, Small and Medium Enterprises Development Act, 2006 (the “MSME Act”)

The Micro, Small and Medium Enterprises Development Act, 2006 and Industries (Development and Regulation)
Act, 1951 The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”) In order to promote
and enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the Micro, Small and Medium
Enterprises Development Act, 2006 is enacted. A National Board shall be appointed and established by the Central
Government for MSME enterprise with its head office at Delhi in the case of the enterprises engaged in the
manufacture or production of goods pertaining to any industry mentioned in first schedule to Industries
(Development and Regulation) Act, 1951.

Legal Metrology Act, 2009

The Legal Metrology Act, 2009 (“Act”), received the assent of the President of India on January 13, 2010. The
Act governs the standards/units/denominations used for weights and measures as well as for goods which are sold
or distributed by weights, measures or numbers. It also states that any transaction/contract relating to goods/class
of goods shall be as per the weights/measurements/numbers prescribed under the Act. Every unit of weight or
measure shall be in accordance with the metric system based on the international system of units. Using or keeping
any weight or measure otherwise than in accordance with the provisions of the said Act is an offence, as is
considered as tampering or altering any reference standard, secondary standard or working standard. Moreover,
the Act prohibits any person from quoting any price, issuing any price list, cash memo or other document, in
relation to goods or things, otherwise than in accordance with the provisions of this Act. The administration of
the Act and regulation of pre-packaging of commodities is done with the help of Legal Metrology (Packaged
Commodities) Rules, 2011, (the “Rules”) which require every manufacturer, packer and importer who pre-packs
or imports any commodity for sale, distribution or delivery to get himself registered under these Rules.
Additionally, the Rules also bar anyone from pre-packing or causing or permitting pre-packaging any commodity
for sale, distribution or delivery unless a declaration in respect to such prepackaging has been made on the package
in accordance with these Rules.

Legal Metrology (Packaged Commodities) Rules, 2011

The Central Government in accordance with the powers conferred upon it under the Legal Metrology Act, 2009,
has promulgated the Legal Metrology (Packaged Commodities) Rules, 2011 to prescribe the declaration and
disclosure of standard quantities or number and the manner of making declarations on pre-packaged goods.

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Chapter II of the Rules prescribes the packaging and labelling standards for packages intended for retail sale,
Chapter III deals with packaging of wholesale products and Chapter IV provides exemption from strict compliance
of the rules. Retail sale has been specifically defined under the Rules and given a very wide ambit whereby it has
been held to mean sale distribution or delivery through retail sale shops, agencies or any other mode of business
to any individual or a group of individuals. Rule 4 of the said Rules mandates the manufacturer to affix a label or
print a disclosure confirming that the declarations required under these Rules have been made on the package.
Without the said disclosure, the Rules prohibit packing of a product which falls under the ambit of the Rules. The
Rules provide the declarations which have to be given by the manufacturer on a product along with the manner
and style of making such declarations. Rule 6 of the Rules, lists out the declarations which are to be made by a
manufacturer which are inter alia, name of the manufacturer, country of origin, generic name of the product, net
quantity, in terms of the standard unit of weight or measure of the commodity contained in the package or where
the commodity is packed or sold by number, the number of the commodity contained in the package; month or
year of manufacture or import, date of expiry along with a disclaimer that the commodity shall be unfit for human
consumption post such date of expiry, etc. The other rules prescribed under Chapter II detail the manner and style
of making the above declarations with respect to manufacturer, quantity, weight, dimensions, etc. In accordance
with Section 15 of the Legal Metrology Act, 2009, the Director, Controller or any Legal Metrology Officerhas
been empowered to inspect the packages at the premises of the manufacturer or at the premises of the packer to
ensure compliance with the requirements of the Rules. The Rules also empower such officer to seize the packages
drawn by him as samples and take adequate steps for the safe custody of the seized packages until they are
produced in the appropriate court as evidence and based on the evidence initiate action for violations as per the p

ovisions of the Act and these Rules.

Standards of Weights and Measures Act, 1976

The Standards of Weights and Measures Act, 1976 (the “Act”) was enacted to regulate trade or commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number and to provide for
such matters as may be connected thereto. The Act enumerates the specific base units to measure goods and
products. Any offence under this Act is punishable with imprisonment or fine or with both based on the type of
violation.

Local Municipal Laws

Our Company is subject to various laws framed by the municipal corporations of the states in which our stores
and distibution and packing centres are located, which regulate and require us to obtain licenses for, among others,
selling certain kinds of food products, quantity of products which can be stocked, sold and packed and usage of
hoardings.

ENVIORNMENTAL LAWS AND REGULATIONS

Environment Protection Act, 1986 (“Environment Act”)

The Environment Act is an umbrella legislation designed to provide a framework for the Central Government to
coordinate the activities of various state and central authorities established under previous environmental laws.
The Environment Act specifies that no person carrying on any industry, operation or process shall discharge or
emit or permit to be discharged or emitted any environment pollutants in excess of such standards as may be
prescribed. The Environment Act empowers the Central Government to make rules for various purposes viz., to
prescribe:

(i) the standards of quality of air, water or soil for various areas;

(ii) the maximum allowable limits of concentration of various environmental pollutants for different areas; (iii)
the procedures and safeguards for the prevention of accidents which may cause environmental pollution and
remedial measures for such accidents.

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Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)

The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of the
standards set down by the State Pollution Control Board (“State PCB”). The Water Act also provides that the
consent of the State PCB must be obtained prior to establishing any industry, operation or process or any treatment
and disposal system, opening of any new outlets or making any new discharges, which are likely to discharge
sewage or effluent.

Air (Prevention and Control of Pollution) Act,

981 (“Air Act”)

The Air Act requires any individual, industry or institution responsible for emitting smoke or gases by way of use
as fuel or chemical reactions, apply in a prescribed form and obtain consent from the PCB prior to commencing
any activity. The PCB is required to grant, or refuse, consent within four months of receipt of the application. The
consent may contain conditions relating to specifications of pollution control equipment to be installed. Within a
period of four months after the receipt of the application for consent the PCB shall, by order in writing and for
reasons to be recorded in the order, grant the consent applied for subject to such conditions and for such period as
may be specified in the order, or refuse consent.

Hazardous and Other Wastes (Management and Trans boundary Movement) Rules, 2016 (“Hazardous
Waste Rules”)

The Hazardous Waste Rules define the term ‘hazardous waste’ to include any waste which by reason of physical,
chemical, biological, reactive, toxic, flammable, explosive or corrosive characteristics cause danger or is likely to
cause danger to health or environment, whether alone or in contact with other wastes or substances including
waste specified in the schedules to the Hazardous Waste Rules. In terms of the Hazardous Waste Rules, occupiers,
being persons who have control over the affairs of a factory or premises or any person in possession of hazardous
or other waste, have been, inter alia, made responsible for safe and environmentally sound management of
hazardous and other wastes generated in their establishments and are required to obtain license/ authorisation from
the respective State PCB for handling, generation, collection, storage, packaging, transportation, usage, treatment,
processing, recycling, recovery, pre-processing, co-processing, utilising, selling, transferring or disposing
hazardous or other waste.

TAX RELATED LAWS

Income Tax

The Income-tax Act, 1961 (“IT 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. Every Company assessable to income tax under the IT Act is required to comply with
the provisions thereof, including those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative
Tax and like. Every such Company is also required to file its returns by 30th September of each assessment year.

Goods and Service Tax (GST)

Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State
Governments. It was introduced as The Constitution (One Hundred and First Amendment) Act 2017 and is
governed by the GST Council. GST provides for imposition of tax on the supply of goods or services and will be
levied by centre on intra-state supply of goods or services and by the States including Union territories with
legislature/ Union Territories without legislature respectively. A destination based consumption tax GST would
be a dual GST with the centre and states simultaneously levying tax with a common base. The GST law is enforced
by various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act, 2017
(SGST), Union Territory Goods and Services Tax Act, 2017(UTGST), Integrated Goods and Services Tax Act,
2017 (IGST) and Goods and Services Tax (Compensation to States) Act, 2017 and various rules made there under.
It replaces following indirect taxes and duties at the central and state levels.

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Professional Tax

The professional tax slabs in India are applicable to those citizens of India who are either involved in any
profession or trade. The State Government of each State is empowered with the responsibility of structuring as
well as formulating the respective professional tax criteria and is also required to collect funds through
professional tax. The professional taxes are charged on the incomes of individuals, profits of business or gains in
vocations. The professional taxes are classified under various tax slabs in India. The tax payable under the State
Acts by any person earning a salary or wage shall be deducted by his employer from the salary or wages payable
to such person before such salary or wages is paid to him, and such employer shall, irrespective of whether such
deduction has been made or not when the salary and wage is paid to such persons, be liable to pay tax on behalf
of such person and employer has to obtain the registration from the assessing authority in the prescribed manner.
Every person liable to pay tax under these Acts (other than a person earning salary or wages, in respect of whom
the tax is payable by the employer), shall obtain a certificate of enrolment from the assessing authority.

LABOUR LAWS

Factories Act, 1948

The Factories Act, 1948, as amended (the “Factories Act”), defines a “factory” to cover any premises which
employs 10 or more workers on any day of the preceding 12 months and in which a manufacturing process is
carried on with the aid of power or any premises where at least 20 workers are employed, and where a
manufacturing process is carried on without the aid of power. Each state government has enacted rules in respect
of the prior submission of plans and their approval for the establishment of factories and registration/licensing
thereof. The Factories Act provides for imposition of fines and imprisonment of the manager and occupier of the
factory in case of any contravention of the provisions of the Factories Act.

Payment of Wages Act, 1936 (“POW Act”)

The POW Act was enacted with a view to ensuring that wages payable to employed persons covered by the Act
were disbursed by the employers within the prescribed time limit and that no deductions other than those
authorised by law were made by them. It applies to the persons employed in a factory, industrial or other
establishment, where the monthly wages payable are less than Rs.21,000/- whether directly or indirectly, through
a sub-contractor and provides for the imposition of fines on persons responsible for payment of wages and
deductions and lays down wage periods. Employers have to compulsorily maintain register of wages, register of
fines, register of deduction for damages or loss, and register of advances in the prescribed forms.

Employees’ Compensation Act, 1923

The EC Act was enacted to provide for the payment by certain classes of employers to their employees of
compensation for injury by accident. The term "employer" under the EC Act includes any body of persons whether
incorporated or not and any managing agent of an employer and the legal representative of a deceased employer,
and, when the services of an employee are temporarily lent or let on hire to another person by the person with
whom the employee has entered into a contract of service or apprenticeship, means such other person while the
employee is working for him. Under the EC Act, the amount of compensation to be paid depends on the nature
and severity of the injury.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The POSH Act was enacted to provide protection against sexual harassment of women at workplace and for the
prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental
thereto. The POSH Act mandates every employer to provide a safe working environment at the workplace which
shall include safety from the persons coming into contact at the workplace. The POSH Act provides that employers
must formulate a policy against sexual harassment at workplace and that policy needs to be disseminated. The
POSH Act defines sexual harassment to include any unwelcome acts or a sexually determined behaviour (whether
directly or by implication). Workplace under the POSH Act has been defined very broadly to include government

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bodies, private and public sector organisations, non-governmental organisations, organisations carrying on
commercial, vocational, educational, entertainment, industrial, financial activities, hospitals and nursing homes,
educational institutes, sports institutions and any place visited by the employee arising out of or during the course
of employment.

Industrial Disputes Act, 1947 (“ID Act”)

The ID Act was enacted to make provisions for, inter alia, the investigation and settlement of industrial disputes.
Industrial dispute under the ID Act means any dispute or difference between employers and employers, or between
employers and workmen, or between workmen and workmen, which is connected with the employment or non-
employment or the terms of employment or with the conditions of labour, of any person. The ID Act enumerates
the contingencies when a strike or lock-out can be lawfully resorted to, when they can be declared illegal or
unlawful, conditions for laying off, retrenching, discharging or dismissing a workman, circumstances under which
an industrial unit can be closed down and other matters related to industrial employees and employers.

The Code on Social Security, 2020 (“Social Security Code”)

The Government of India enacted The Code on Social Security, 2020 which received the assent of the President
of India. The provisions of this code will be brought into force on a date to be notified by the Central Government,
with certain of the provisions thereunder notified already. The code proposes to subsume, inter alia, the Employees
Compensation Act, 1923, the Employees, 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. The
Ministry of Labour and Employment, Government of India has notified the draft rules relating to Employees
Compensation under the Code on Social Security, 2020 on June 3, 2021, inviting objections and suggestions, if
any, from the stakeholders. Further, draft rules under the Code on Social Security, 2020 were notified on
November 13, 2020. The draft rules propose to subsume, inter alia, the Employees State Insurance (Central) Rules,
1950 and the Payment of Gratuity (Central) Rules, 1972.

The Industrial Relations Code, 2020

The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it
proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act,
1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of this code will be brought
into force on a date to be notified by the Central Government.

The Code on Wages, 2019 (the “Wage Code”)

The Government of India enacted The Code on Wages, 2019 which received the assent of the President of India.
The code proposes to subsume the Equal Remuneration Act, 1976, the Minimum Wages Act, 1948, the Payment
of Bonus Act, 1965 and the Payment of Wages Act, 1936. The provisions of this code will be brought into force
on a date to be notified by the Central Government, with certain of the provisions thereunder notified already. In
pursuance of the code, the Code on Wages (Central Advisory Board) Rules, 2021 have been notified, which
prescribe, inter alia, the constitution and functions of the Central Advisory Board set up under the Code on Wages,
2019.

Certain other Labour laws and regulations that may be applicable to our Company include the following:

• Child Labour (Prohibition and Regulation) Act, 1986;

• Equal Remuneration Act, 1976;
• Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;
• Minimum Wages Act 1948;
• Payment of Bonus Act, 1965;
• The Maternity Benefit Act, 1961;
• Trade Union Act, 1926;

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• Public Liability Insurance Act, 1991

INTELLECTUAL PROPERTY LAWS

Certain laws relating to intellectual property rights such as patent protection under the Patents Act, 1970, copyright
protection under the Copyright Act, 1957 trademark protection under the Trade Marks Act, 1999, and design
protection under the Designs Act, 2000 are also applicable to us.

The Copyright Act, 1957 (the “Copyright Act”) governs copyright protection in India. Even while copyright
registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work, regi

tration under the Copyright Act acts as a prima facie evidence of the particulars entered therein and helps expedite
infringement proceedings and reduce delay caused due to evidentiary considerations.

The Trademarks Act, 1999 (the “Trademarks Act”) provides for the process for making an application and
obtaining registration of trademarks in India. The purpose of the Trademarks Act is to grant exclusive rights to
marks such as a brand, label, heading and to obtain relief in case of infringement for commerc

al purposes as a trade description. The Trademarks Act prohibits registration of deceptively similar trademarks
and provides for penalties for infringement, falsifying and falsely applying trademarks.

Under statute, India provides for the patent protection under the Patents Act, 1970 (the “Patents Act”). The Patents
Act governs the patent regime in India and recognizes process patents as well as product patents. Patents obtained
in India are valid for a period of 20 years from the date of filing the application. The Patents Act also provides for
grant of compulsory license on patents after expiry of three years of its grant in certain circumstances such as
reasonable requirements of the public, non-availability of patented invention to public at affordable price or failure
to work the patented invention.

The Designs Act, 2000 (the “Designs Act”) protects any visual design of objects that are not purely utilitarian. An
industrial design consists of the creation of a shape, configuration or composition of pattern or colour, or
combination of pattern and colour in three-dimensional form containing aesthetic value. It provides an exclusive
right to apply a design to any article in any class in which the desig

is registered.

GENERAL LAWS

Indian Contract Act

The Indian Contract Act codifies the way in which a contract may be entered into, executed, implementation of
the provisions of a contract and effects of breach of a contract. A person is free to contract on any terms he chooses.
The Contract Act consists of limiting factors subject to which contract may be entered into, executed and breach
enforced. It provides a framework of rules and regulations that govern formation and performance of contract.

Sale of Goods Act, 1930 (the “Sale of Goods Act”)

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 Companies Act, 2013

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The Act deals with laws relating to companies and certain other associations. The Companies Act primarily
regulates the formation, financing, functioning and winding up of companies. The Act prescribes regulatory
mechanism regarding all relevant aspects including organizational, financial and managerial aspects of companies.
Regulation of the financial and management aspects constitutes the main focus of the Act. In the functioning of
the corporate sector, although freedom of companies is important, protection of the investors and shareholders,
on whose funds they flourish, is equally important. The Companies Act plays the balancing role between the set
of competing factors, namely, management autonomy and investor protection.

The Specific Relief Act, 1963

The Specific Relief Act, 1963 is complimentary to the provisions of the Contract Act and the Transfer of Property
Act, as the Act applies both to movable property and immovable property. The Act applies in cases where the
Court can order specific performance of a contract. Specific relief can be granted only for purpose of enforcing
individual civil rights and not for the mere purpose of enforcing a civil law. “Specific performance” means Court
will order the party to perform his part of agreement, instead of imposing on him any monetary liability to pay
damages to other party.

The Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder

The IT Act seeks to: (i) provide legal recognition to transactions carried out by various means of electronic data
interchange involving alternatives to paper-based methods of communication and storage of information; (ii)
facilitate electronic filing of documents; and (iii) create a mechanism for the authentication of electronic
documentation through digital signatures. The IT Act provides for extraterritorial jurisdiction over any offence or
contravention under the IT Act committed outside India by any person, irrespective of their nationality, if the act
or conduct constituting the offence or contravention involves a computer, computer system or computer network
located in India. Additionally, the IT Act empowers the Government of India to direct any of its agencies to
intercept, monitor or decrypt any information in the interest of sovereignty, integrity, defence and security of
India, among other things. The Information Technology (Procedure and Safeguards for Blocking for Access of
Information by Public) Rules, 2009 specifically permit the Government of India to block access of any information
generated, transmitted, received, stored or hosted in any computer resource by the public, the reasons for which
are required to be recorded by it in writing.

The IT Act facilitates electronic commerce by recognizing contracts concluded through electronic means, protects
intermediaries in respect of third-party information liability and creates liability for failure to protect sensitive
personal data. The IT Act also prescribes civil and criminal liability including fines and imprisonment for
computer related offences including those relating to unauthorized access to computer systems, tampering with
or unauthorised manipulation of any computer, computer system or computer network and damaging computer
systems, and creates liability for negligence in dealing with or handling any sensitive personal data or information
in a computer resource and in maintaining reasonable security practices and procedures in relation thereto, among
others.

Customs Act, 1962 (“Customs Act”)

The 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 in accordance with the Customs Tariff Act, 1975. Any company
intending to import or export goods is first required to get registered under the Customs Act and obtain an Importer
Exporter Code under FTDR. Customs duties are administrated by Central Board of Indirect Tax and Customs
under the Ministry of Finance, Governmen
of India.

Foreign Investment related Laws and Regulations

Foreign investment in India is governed by the provisions of FEMA along with the rules, regulations and
notifications made by RBI thereunder, and the Consolidated FDI Policy issued by the Department of Industrial
Policy and Promotion, Ministry of Commerce and Industry, Government of India (“DIPP”) from time to time.
Under the current FDI Policy (effective October 15, 2020) 100% foreign direct investment is permitted in the
animal husbandry sector, under the automatic route.

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As per the SEBI (Foreign Portfolio Investors) Regulations, 2019 (“SEBI FPI Regulations”), investments by
Foreign Portfolio Investors (“FPIs”) in the capital of an Indian company under the SEBI FPI Regulations are
subject to individual holding limits of 10% of the total paid up equity capital on a fully diluted basis of the
company per FPI. If the investment exceeds the threshold limit of 10% the investor must divest the excess holding
within five days of the breach, and if not accordingly divested, the entire investment in the company by the FPI
shall be considered as FDI and the FPI will be prohibited from making further investments in the company under
the regulations.

OTHER LAWS:

In addition to the above, our Company is also required to comply with the provisions of the SEBI regulations and
rules framed thereunder, and other applicable statutes enacted by the Government of India or relevant state
governments and authorities for our day-to-day business and operations. Our Company is also subject to various
central and state tax laws.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Our company was originally incorporated as Durlax Archtech Private Limited on May 03, 2010, as a private
limited company under the provisions of Companies Act, 1956 pursuant to Certificate of Incorporation issued by
RoC, Mumbai, Maharashtra. Further, the name of the company was changed to Durlax India Private Limited vide
the Certificate of Incorporation pursuant to change of name dated August 23, 2017, issued by RoC, Mumbai,
Maharashtra. Subsequently, the name was changed to Durlax Top Surface Private Limited vide Certificate of
Incorporation pursuant to change of name dated January 06, 2023, issued by RoC, Mumbai, Maharashtra. The
Company was converted into a public limited company pursuant to shareholders resolution passed at the General
Meeting of our Company held on January 27, 2023, and the name of our Company was changed to “Durlax Top
Surface Limited”, and a Fresh Certificate of Incorporation dated March 29, 2023, was issued by RoC, Mumbai,
Maharashtra. The Corporate Identification Number of our Company is U74999MH2010PLC202712. For details
of incorporation, change of name and registered office of our Company.

Corporate profile of our Company

For information on our Company’s business profile, activities, services, market, growth, technology, managerial
competence, standing with reference to prominent competitors, major clients, please refer to the chapters titled
“Our Business”, “Industry Overview”, “Our Management”, “Financial Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 114, 103, 142,
163 and 166, respectively of this Red Herring Prospectus.

Changes in the Registered Office of the Company since incorporation

Currently, the Registered Office of our company is situated at 301, Jaisingh Commonspace, Dayal Das Road,
FP362 W.E. Highway, Vile Parle (East), Mumbai – 400 057, Maharashtra, India. We set out below the changes
in registered office of our Company since inception till filing of this Red Herring Prospectus.

Date of Board From To Purpose

resolution
July 01, 2010 Shop No 1 & 2, Ground 7, Chudasama Compound, Administrative
Floor, Ann Villa, N. P. Next to Kandivali Bus convenience
Thakkar Road, Vile Depot, Kandivali (East),
Parle (East), Mumbai- Mumbai- 400101.
400057.
July 03, 2012 7, Chudasama 901, ‘A’ Wing, 9th Floor, Administrative
Compound, Next to Lotus Corporate Park, 185- convenience
Kandivali Bus Depot, 1/3, Graham Firth Steel
Kandivali (East), Compd, Goregaon (East),
Mumbai- 400101. Mumbai-400063.
January 02, 2019 901, ‘A’ Wing, 9th 301, Jaisingh Administrative
Floor, Lotus Corporate Commonspace, Dayal Das convenience
Park, 185-1/3, Graham Road, FP362 W.E.
Firth Steel Compd, Highway, Vile Parle (East),
Goregaon (East), Mumbai – 400 057,
Mumbai-400063. Maharashtra, India.

Key Events and Milestones:

Year Key Events / Milestone / Achievements

Incorporated Private Limited Company in style of ‘Durlax
2010
Archtech Private Limited’
Our annual revenues from operations crossed ₹ 30 Crores for
the first time
Receipt of ISO 9001:2015 certification in respect of providing
2016
sourcing, trading and supply chain services
Receipt of ISO 14001:2015 certification in respect of
Manufacturer and Trader of various kinds of Solid Surfaces.
2017 Established manufacturing unit at Vapi, Gujarat.

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 Year Key Events / Milestone / Achievements
Started commercial production
First time exported our product under our own brand
Our annual revenues from operations crossed ₹ 40 Crores for
2018 the first time
Launch of our brand ‘Luxor®’ and ‘Aspiron®’
Conversion of our company from Private Limited Company to
2023
Public Limited Company.

Main Objects as set out in the Memorandum of Association of the Company:

The Main object clause of the Company as per Memorandum of Association is as under:

1. To carry on in India or elsewhere the business to import or export manufacture, develop, fabricate, trade,
buy, sell, repair, finish or manipulate any raw material, stock or goods in any form and to deal in furniture
& fixtures for furnishing and decoration, marbles, Artificial marbles, solid surface, any description of acrylic,
compact Sheet, Aluminum Composite Panel, any description of glass, ceramic and electrical fittings of all
description as may be required by the customers, government, local authorities, local bodies, professional
like Architect, Civil Contractor, Engineers, Carpenter, Plumber, Electrician, Fabrication work contractor,
etc. and to undertake repairing and maintenance contract, installation work, job work, wooden beading and
moldings, acrylic moldings, marbles, Artificial marbles, solid surface, any description of glass, ceramic.

Amendments in Memorandum of Association:

The following changes have been made in the Memorandum of Association of our Company since its inception:

• Name Clause

Sr. Date of Name Change Particulars

No.
1. August 23, 2017 Name of the Company was changed from “Durlax Archtech Private
Limited” To “Durlax India Private Limited”
2. January 06, 2023 Name of the Company was changed from “Durlax India Private
Limited” To “Durlax Top Surface Private Limited”
3. March 29, 2023 Consequent to conversion from Private Limited Company to Public
Limited Company, Name of the Company was changed from “Durlax
Top Surface Private Limited” to “Durlax Top Surface Limited”

• Authorized Capital

Sr. Particulars of Increase Cumulative Cumulative Cumulative Date of Whether

No. no. of no. of Authorize Meeting AGM/
Equity Preference Share EGM
Shares Shares Capital
(Amount in
₹)
1 On Incorporation 50,000 5,00,000 NA NA
(May 03, 2010)
2 Increase in Authorised Share 5,00,000 50,00,000 December EGM
Capital from ₹ Five Lakhs to 08, 2015
₹ Fifty Lakhs
3 Increase in Authorised Share 50,00,000 50,000 10,00,00,000 March 17, EGM
Capital from ₹ Fifty Lakhs to ₹ 2016
Ten Crore
(Equity Shares of Face value of
₹ 10/- each and Preference
Shares of Face
value of ₹1,000/- each)

138
 Sr. Particulars of Increase Cumulative Cumulative Cumulative Date of Whether
No. no. of no. of Authorize Meeting AGM/
Equity Preference Share EGM
Shares Shares Capital
(Amount in
₹)
4 Sub-division of authorized 50,00,000 50,00,000 10,00,00,000 March 02, EGM
preference share capital of our 2020
Company having a face value
of ₹ 1,000/- to ₹ 10/- each
5. Reclassification of authorized 1,00,00,000 - 10,00,00,000 November EGM
share capital of Company of 21, 2022
50,00,000 Preference Shares of
₹ 10 each aggregating to ₹
5,00,00,000 into 50,00,000
Equity shares of ₹ 10 each
aggregating to ₹ 5,00,00,000
6. Increase in Authorised Share - 20,00,00,000 November EGM
Capital from ₹ Ten Crore to ₹ 2,00,00,000 21, 2022
Twenty Crore

Other details regarding our Company

Details regarding the description of our activities, the growth of our Company, technology, the standing of our
Company with reference to the prominent competitors with reference to its products, management, major suppliers
& customers, segment, capacity/facility creation, marketing, competition and foreign operations, please refer to
the chapter titled “Our Business”, “Our Management” and “Industry Overview” on page 114, 142 and 103
respectively of this Red Herring Prospectus.

Our Company has adopted a new set of Articles of Association of the Company, in the Extra Ordinary General
Meeting of the Company dated April 17, 2023.

Capital Raising (Debt/Equity)

For details of the equity capital raising of our Company, please refer to the chapter titled “Capital Structure” on
page 71 of this Red Herring Prospectus.

Injunctions or Restraining Orders

There are no injunctions/ restraining orders that have been passed against the Company.

Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets etc.

Our Company neither acquired any entity, business or undertakings nor has undertaken any mergers or
amalgamation since Incorporation.

Defaults or rescheduling of borrowing with financial institutions/banks

There have been no defaults or rescheduling of borrowings with any financial institutions/banks as on the date of
the Red Herring Prospectus.

Number of Shareholders of our Company

Our Company has 21 (Twenty-One) shareholders as on the date of filing of this Red Herring Prospectus. For
further details on the shareholding pattern of our Company, please refer chapter titled “Capital Structure”
beginning on page 71 of the Red Herring Prospectus.

Changes in the activities of our Company during the last five years

139
There has been no change in the business activities of our Company during last five (5) years from the date of this
Red Herring Prospectus which may have had a material effect on the profit/loss account of our Company except
as mentioned in Material development in chapter titled “Management’s discussion and analysis of financial
conditions & results of operations” beginning on page 166 of this Red Herring Prospectus.

Shareholders Agreement

There are no subsisting shareholders agreements among our shareholders in relation to our Company, to which our
Company is a party or otherwise has notice of the same.

Other Agreements

As on the date of this Red Herring Prospectus, our Company has not entered into any agreements other than those
entered into in the ordinary course of business.

Material Agreements

Our Company has not entered into any material agreement, other than the agreements entered into by it in normal
course of its business.

Joint Venture and Collaborations

As on date of this Red Herring Prospectus, our Company is not a party to any joint venture and collaboration
agreements.

Non-Compete Agreement

Our Company has not entered into any Non-compete Agreement as on the date of filing this Red Herring
Prospectus.

Strategic and Financial Partnership

Our Company does not have any strategic or financial partners.

Details of Holding and Subsidiary Company

Our Company neither has a Holding company nor has any Subsidiary Company as on the date of this Red Herring
Prospectus.

Details of Associate Companies

As on the date of this Red Herring Prospectus, our Company does not have any Associate Company.

Time and Cost Overruns in Setting-up Projects

As on the date of this Red Herring Prospectus, there have been no time and cost overruns in any of the projects
undertaken by our Company.

Promoters of our Company

The Promoters of our company are Shravan Suthar and Lalit Suthar. For details, see “Our Promoters and Promoter
Group” beginning on page 156 of this Red Herring Prospectus.

Launch of key services, entry or exit in new geographies

For details of launch of key products or services, entry in new geographies or exit from existing markets, please
refer to the chapter “Our Business” on page 114 of this Red Herring Prospectus.

Lock-out or strikes

140
There have been no lock-outs or strikes in our Company since inception.

Changes in the Management

For details of change in Management, please see chapter titled “Our Management” on page 142 of the Red
Herring Prospectus.

Competition

For details on the competition faced by our Company, please refer to the chapter titled “Our Business” beginning
on page 114 of this Red Herring Prospectus.

Changes in accounting policies in last three (3) years

There are no change in accounting policies in last three years.

Guarantees provided by our Promoters

Save and except as disclosed in this Red Herring Prospectus, our Promoters has not given any guarantees to third
parties that are outstanding as on the date of filing of this Red Herring Prospectus. Please refer to the chapter titled
“Financial Indebtedness” beginning on page 173 of this Red Herring Prospectus.

141
 OUR MANAGEMENT

Board of Directors

As per the Articles of Association of our Company, we are required to have not less than 3 (Three) Directors and
not more than 15 (Fifteen) Directors on its Board, subject to provisions of Section 149 of Companies Act, 2013.
Our Company currently has five directors on its Board, out of which three independent directors including one
women director and two Executive Directors. For details on the strength of our Board, as permitted and required
under the Articles of Association, see “Main Provisions of Articles of Association” on page 248 of this Red
Herring Prospectus.

The following table sets forth the details of our Board as on the date of this Red Herring Prospectus:

Name, Designation, DIN, Date of Birth, Address, Occupation, Nationality, Age Other
Original Date of Appointment current term, Date of appointment at current (years directorshi
Designation and Current Term ) ps
Shravan Suthar 43 Public
Limited
Designation: Chairman and Managing Director Companies
:
DIN: 02985316
Nil
Date of birth: December 15, 1980
Private
Address: 1602, Signia High, Off Western Express Highway Near Metro, Cash and Limited
Carry, Magathane, Mumbai- 400066, Maharashtra, India. Companies
:
Occupation: Business
Nil
Nationality: Indian
Foreign
Companies
Original Date of Appointment: May 03, 2010 as Executive Director of the company.
:
Date of appointment at current Designation: January 07, 2023 as Managing Director
Nil
Current Term: 5 years w.e.f. January 07, 2023 and he shall not be liable to retire by
rotation

Lalit Suthar 39 Public

Limited
Designation: Whole Time Director Companies
:
DIN: 02985324
Nil
Date of birth: July 16, 1984
Private
Address: 1502, Signia High, Off Western Express Highway Near Metro, Cash and Limited
Carry, Magathane, Mumbai- 400066, Maharashtra, India. Companies
:
Occupation: Business
Nil
Nationality: Indian
Foreign
Companies
Original Date of Appointment: May 03, 2010 as Executive Director of the company.
:
Date of appointment at current Designation: January 07, 2023 as Whole Time
Nil
Director

Current Term: He shall not be liable to retire by rotation

142
 Name, Designation, DIN, Date of Birth, Address, Occupation, Nationality, Age Other
Original Date of Appointment current term, Date of appointment at current (years directorshi
Designation and Current Term ) ps

Abhishek Bansal 34 Public

Limited
Designation: Non- Executive Independent Director Companies
:
DIN: 09790993
Nil
Date of birth: March 30, 1990
Private
Address: C/314 Narmada Deep C H S L Cabin Road Bhayander East, Thane Mumbai- Limited
401105, Maharashtra, India. Companies
:
Occupation: Professional
Nil
Nationality: Indian
Foreign
Companies
Date of appointment at current Designation: November 21, 2022
:
Current Term: 5 years w.e.f. November 21, 2022 and he shall not be liable to retire
Nil
by rotation

Narayan Samantra 33 Public

Limited
Designation: Non- Executive Independent Director Companies
:
DIN: 09798498
Nil
Date of birth: December 16, 1990
Private
Address: Room No. 09, Building No. 52, Sajjangad CHS, Lallubhai Compound, Limited
Mankhurd (West), Mumbai – 400043. Companies
:
Occupation: Professional
Nil
Nationality: Indian
Foreign
Companies
Date of appointment at current Designation: November 21, 2022
:
Current Term: 5 years w.e.f. November 21, 2022 and he shall not be liable to retire
Nil
by rotation

Roxy Teniwal 37 Public

Limited
Designation: Non- Executive Independent Director Companies
:
DIN: 09801276
Nil
Date of birth: June 25, 1986
Private
Address: 602, Bhagwati Darshan Apartment, Near Uma Bhavan, Bhatar Road, Surat Limited
City, Bharthana Surat, Gujarat - 395007. Companies
:
Occupation: Professional
Nil
Nationality: Indian

143
 Name, Designation, DIN, Date of Birth, Address, Occupation, Nationality, Age Other
Original Date of Appointment current term, Date of appointment at current (years directorshi
Designation and Current Term ) ps
Foreign
Date of appointment at current Designation: November 21, 2022 Companies
:
Current Term: 5 years w.e.f. November 21, 2022 and he shall not be liable to retire
by rotation Nil

Brief profiles of our directors

Shravan Suthar aged 43 years, is the Chairman and Managing Director of our company. He has been re-
designated as Managing Director w.e.f. January 07, 2023. He has completed diploma in Construction Technology
from Maharashtra State Board of Technical Education. He has completed a certified course in interior designing
and decoration from Rachna Sansad, School of Interior Design. He is associated with the Company since
incorporation as a promoter. He brings over 10 years of expertise in day-to-day operations and acts as a guiding
force for overall growth and development of our company. His primary focus is to cultivate new clients while
maintaining existing customer relationships, ensuring continuous business expansion.

Lalit Suthar aged 39 years, is the Whole-Time director of our company. He has been re-designated as Whole
Time Director w.e.f. January 07, 2023. He has completed a certified course in interior designing and decoration.
He is associated with the Company since incorporation as a promoter. He brings over 10 years of expertise to our
team, specializing in sales strategy, territory management and lead generation. He is responsible for managing all
aspects of business development efforts for brand marketing solutions and devises innovative sales strategies to
drive growth.

Abhishek Bansal aged 34 years, is Non- Executive Independent Director of our company. He has been associated
with our company w.e.f. November 21, 2022. He holds a B. Com degree from the University of Mumbai as well
as Post Graduate Diploma in Financial Management from Institute of Management Technology. Additionally, he
is a member of the Institute of Chartered Accountants of India. He holds Certificate of Practice as Chartered
Accountant and has been practicing from April 2012. He has teaching experience for course of Chartered
Accountancy. He has more than 9 years of experience in Taxation and Audit related matters.

Narayan Samantra aged 33 years, is Non- Executive Independent Director of our Company. He has been
associated with our Company w.e.f. November 21, 2022. He is a member of the Institute of Chartered Accountants
of India. He has more than 10 years of experience in taxation and audit matters. Previously, He had work with
R.D Shenvi & Co., Chartered Accountants and Leela Fintech Services LLP, Chartered Accountants.

Roxy Teniwal aged 37 years, is Non- Executive Independent Director of our Company. She has been associated
with our Company w.e.f. November 21, 2022. She is member of Institute of Chartered Accountants of India. She
has over decades of experience in audit related matters. Previously, she managed her own practice as proprietor
and currently serves as a partner at DBS & Associates.

Confirmations:

a) Details of directorship in companies suspended or delisted

None of our Directors is or was a director of any listed company, whose shares have been or were suspended from
being traded on any stock exchanges, in the last five years prior to the date of this Red Herring Prospectus,during
the term of their directorship in such company.

Further, none of our directors is, or was, a director of any listed company, which has been or was delisted from
any stock exchange during the term of their directorship in such company.

b) Family Relationship between the Directors

Except as stated below, none of the Directors of our Company are related to each other as per section 2(77) of the
Companies Act, 2013.

144
 Name Relationship
Shravan Suthar and Lalit Suthar Shravan Suthar
and Lalit Suthar
are brothers

c) Arrangements with major Shareholders, Customers, Suppliers or Others

There are no arrangements or understanding between major shareholders, customers, suppliers or others pursuant
to which any of the Directors were selected as a director or member of a senior management as on the date of this
Red Herring Prospectus.

d) None of the Directors are categorized as a wilful defaulter or Fraudulent Borrower, as defined under
Regulation 2(1)(III) of SEBI (ICDR) Regulations.

e) None of the abovementioned Directors have been declared a Fugitive Economic Offender under section 12 of
the Fugitive Economic Offender Act, 2018.

f) None of the Promoters or Directors has been or is involved as a promoter or director of any other Company
which is debarred from accessing the capital market under any order or directions made by SEBI or any other
regulatory authority.

Service contracts with Directors

Our Company has not entered into any service contracts with our Directors which provide for benefits upon the
termination of their employment.

Borrowing Powers

In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant
to a special resolution of our Shareholders at an EGM held on September 21, 2023, our Board is authorised to
borrow monies from time to time in excess of aggregate of paid up share capital and free reserves (apart from
temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the
outstanding principal amount of such borrowing at any point of time shall not exceed ₹ 100 Crores.

Terms of employment of our Managing Director

Shravan Suthar, Managing Director

Pursuant to a resolution passed by the Board of Directors at the meeting held on January 06, 2023, Shravan Suthar
was appointed as the Managing Director of our Company for a period of 5 years with effect from January 07, 2023
and approved by the Shareholders of our Company at the EGM held on January 07, 2023, the terms of
remuneration, including his salary, allowances and perquisites were approved in accordance with the provisions
of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules
prescribed thereunder. The terms of remuneration of our Managing Director have been summarized below:

Basic Salary ₹ 2,00,000/- per month, with such increments as may be decided by the Board from
time to time and be approved by Nomination and Remuneration Committee.
Performance Not exceeding 1% of the net profit of the company in any financial year but shall not
incentive or exceed the amount equivalent to the salary for the relevant period it may be paid pro-rata
commission on monthly basis at the discretion of the Board.
Benefits, Company shall contribute for Provident Fund and Superannuation Fund or Annuity Fund,
Perquisites and Gratuity Payment as per Company’s rules.
allowances
Annual Leaves Leave on full pay and allowances as per rules of the company but not more than 30 days
for every twelve months of service. Leave accumulated shall be encashable at the end of
the tenure and this shall not be included in the computation of the ceiling on perquisites.
Reimbursements Entitled to be reimbursed the travelling and entertainment expenses actually and properly
incurred by him in or about the business of the Company and approved by the Board.

145
Lalit Suthar, Whole Time Director

Pursuant to a resolution passed by the Board of Directors at the meeting held on January 06, 2023, Lalit Suthar was
appointed as the Whole Time Director of our Company with effect from January 07, 2023, he shall not be liable
to retire by rotation and approved by the Shareholders of our Company at the EGM held on January 07, 2023, the
terms of remuneration, including his salary, allowances and perquisites were approved in accordance with the
provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with
the rules prescribed thereunder. The terms of remuneration of our Whole Time Director have been summarized
below:

Basic Salary ₹ 1,00,000/- per month, with such increments as may be decided by the Board from
time to time and be approved by Nomination and Remuneration Committee.
Performance Not exceeding 1% of the net profit of the Company in any financial year but shall not
incentive or exceed the amount equivalent to the salary for the relevant period it may be paid pro-rata
commission on monthly basis at the discretion of the Board.
Benefits, Company shall contribute for Provident Fund and Superannuation Fund or Annuity Fund,
Perquisites and Gratuity Payment as per Company’s rules.
allowances
Annual Leaves Leave on full pay and allowances as per rules of the company but not more than 30 days
for every twelve months of service. Leave accumulated shall be encashable at the end of
the tenure and this shall not be included in the computation of the ceiling on perquisites.
Reimbursements Entitled to be reimbursed the travelling and entertainment expenses actually and properly
incurred by him in or about the business of the Company and approved by the Board.

Sitting fees and commission to Non-Executive Directors and Independent Directors

Non-Executive Independent Directors of the company may be paid sitting fee, commission, and any other amounts
as may be decided by our board in accordance with the provisions of the Articles of Association, the Companies
Act, and other applicable laws & regulations. None of our Non-Executive Directors have received any
remuneration/ compensation during preceding financial year.

Payments or benefits to our directors

Executive Directors
The table below sets forth the details of the remuneration (including sitting fees, salaries, commission and
perquisites, professional fee, consultancy fee, if any) paid to our Executive Director for Fiscal 2024:

Name of the Executive Director Remuneration for the Year ended March 31, 2024 (in ₹ lakhs)
Shravan Suthar 24.00
Lalit Suthar 12.00

Non-Executive Directors:

Non-Executive Directors are not entitled to any remuneration except sitting fees for attending meetings of the
Board, or of any committee of the Board.

Contingent and deferred compensation payable to the Directors

As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation payable tothe
Directors, which does not form part of their remuneration.

Bonus or profit-sharing plan for our directors

Our Company does not have any performance linked bonus or a profit-sharing plan in which our directors have
participated.

Payment of benefits (non-salary related)

Except as disclosed above, no amount or benefit has been paid or given within the two (2) years preceding the

146
date of filing of this Red Herring Prospectus or is intended to be paid or given to any of our directors except the
remuneration for services rendered.

Shareholding of Directors in our Company

The details of the shareholding of our directors as on the date of this Red Herring Prospectus are as follows:

Sr. Name of the Director No. of Equity Percentage of No. of Equity Percentage of
No. Shares Pre-Offer Shares Post-Offer
Capital (%) Capital (%)*
1. Shravan Suthar 83,01,399 66.80% 65,01,399 39.10%
2. Lalit Suthar 18,13,129 14.59% 18,13,129 10.90%
Total 1,01,14,528 81.39% 83,14,528 50.00%
* Subject to finalisation of Basis of Allotment.

Interests of our Directors

Our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for
attending meetings of the Board or a committee thereof and as well as to the extent of reimbursement of expenses
payable to them under the Articles.

Our Executive Directors are interested to the extent of remuneration payable to them pursuant to the Articles of
Company and resolution approved by the Board of Directors/Members of the Company as the case may be, time
to time for the services rendered as an Officer or employee of the Company.

The Directors are also members of the Company and are deemed to be interested in the Equity Shares, if any,
held by them and/or any Equity Shares that may be held by their relatives, the companies, firms and trusts, in
which they are interested as directors, members, partners, trustees, beneficiaries and promoter and in any dividend
distribution which may be made by our Company in the future. For the shareholding of the Directors, please refer
“Our Management - Shareholding of Directors in our Company” beginning on page 142 of this Red Herring
Prospectus.

Our Promoters and Directors Shravan Suthar and Lalit Suthar had provided unsecured loan to our Company.
Also, they have provided Guarantee towards secured loan of the Company. For further details, please refer chapter
titled “Restated Financial Statements” and “Financial Indebtedness” on page 163 and 173, respectively in this
Red Herring Prospectus.

Other than our promoters, none of the other Directors have any interest in the promotion of our Company other
than in the ordinary course of business.

Except as stated in the chapter “Our Business” on page 114 of this Red Herring Prospectus and in the chapter
“Restated Financial Statement” on page 163 of this Red Herring Prospectus none of our directors have any
interest in the property proposed to be acquired by our Company.

Except as disclosed in the section titled in “Restated Financial Statements” on page 163 of this Red Herring
Prospectus, our Directors do not have any other interest in our Company or in any transaction by our Company
including, for acquisition of land, construction of buildings or supply of machinery.

Save and except as stated above and otherwise in Related Party Transaction in the chapter titled “Restated
Financial Statements” on page 163 of this Red Herring Prospectus, Our Directors do not have any other interests
in our Company as on the date of this Prospectus. Our Directors are not interested in the appointment of
Underwriters, Registrar and Bankers to the Issue or any such intermediaries registered
with SEBI.

Appointment of relatives of our Directors to any office or place of profit

Except in the capacity of director and shareholder, none of the relatives of our Directors currently holds any office
or place of profit in our Company.

Changes in our Company’s Board of Directors during the last three (3) years

147
Following are the changes in the Board of Directors during the last three (3) years

Name of Directors Date of Change in Reasons for changes in the Board

designation
Narayan Samantra November 21, 2022 Appointed as Independent Director
Roxy Teniwal November 21, 2022 Appointed as Independent Director
Abhishek Bansal November 21, 2022 Appointed as Independent Director
Shravan Suthar January 07, 2023 Re-designation as Managing Director
Lalit Suthar January 07, 2023 Re-designation as Whole Time Director

Management Organization Structure

The following chart depicts our Management Organization Structure

Durlax Top
Surface Limited

Lalit Suthar Abhishek Bansal Narayan Roxy

Shravan Suthar Samantra Teniwal
Managing Director Whole Time Independent Independent Independent
Director Director Director Director

Komal Birla
Shailesh
Kalpana Joshi Khalid Kamal Jain
Dhaval Patil Company Secretary
Chief Financial
and Compliance Area Sales Manager Divisional
Factory Manager Officer
Officer
Head

COMPLIANCE WITH CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance,
provisions of the SEBI (LODR) Regulations to the extent applicable to the entity whose shares are listed on the
SME Exchange will also be applicable to our company immediately upon the listing of Equity Shares on the Stock
Exchange. As on date of this Prospectus, as our Company is coming with an issue in terms of Chapter IX of the
SEBI (ICDR) Regulations, 2018 as amended from time to time, the requirement specified in regulations 17, 18,
19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E
of Schedule V is not applicable to our Company, although we require to comply with requirement of the Companies
Act, 2013 wherever applicable. We are in compliance with the requirements of the applicable regulations,
including the SEBI ICDR Regulations and the Companies Act in respect of corporate governance including
constitution of the Board and com
ittees thereof.

The corporate governance framework is based on an effective independent Board, separation of the Board’s
supervisory role from the executive management team and constitution of the Board committees, each as required
under law. Our Board of Directors is constituted in compliance with the Companies Act, 2013 and the SEBI
(LODR) Regulations.

Constitutions of Committees

The Board functions either as a full Board or through various committees constituted to oversee specific
operational areas. Our Company has constituted the following Committees of the Board:

1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee

1. Audit Committee

148
Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held
on January 06, 2023, as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit Committee comprises
of following members.

Name of the Directors Designation Designation in Committee

Abhishek Bansal Non- Executive Independent Chairperson
Director
Roxy Teniwal Non- Executive Independent Member
Director
Shravan Suthar Managing Director Member

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the
Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the
shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and
its terms of reference shall include the following:

Terms of reference:

Role of Audit Committee

The scope of audit committee shall include, but shall not be restricted to, the following:

1. oversight of the listed entity’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

2. recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:

a. matters required to be included in the director’s responsibility statement to be included in the board’s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report;

5. reviewing, with the management, the quarterly financial statements before submission to the board for
approval;

6. reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions
placement, and making appropriate recommendations to the board to take up steps in this matter;

7. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

8. approval or any subsequent modification of transactions of the listed entity with related parties;

9. scrutiny of inter-corporate loans and investments;

10. valuation of undertakings or assets of the listed entity, wherever it is necessary;

149
11. evaluation of internal financial controls and risk management systems;

12. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

13. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

14. discussion with internal auditors of any significant findings and follow up there on;

15. reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board;

16. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

17. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18. to review the functioning of the whistle blower mechanism;

19. approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date of coming into force of this provision.

22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

Review of information by Audit Committee

The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. management letters / letters of internal control weaknesses issued by the statutory auditors;

3. internal audit reports relating to internal control weaknesses; and

4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.

5. The recommendations of the Audit Committee on any matter relating to financial management, including
the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of
the committee, reasons for disagreement shall have to be incorporated in the minutes of the Board
Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has
to attend the Annual General Meetings of the Company to provide clarifications on matters relating to
the audit. The appointment, removal and terms of remuneration of the Chief internal auditor shall be
subject to review by the Audit Committee.

6. The Audit Committee shall meet at-least four times in a year and not more than one hundred and twenty
days shall elapse between two meetings. The quorum shall be either two members or one third of the
members of the audit committee whichever is greater, but there shall be minimum of two independent
members present.

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 7. Any members of this committee may be removed or replaced any time by the board, any member of this
committee ceasing to be a director shall be ceased to be a member of this committee.

8. statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to

stock exchange(s) in terms of Regulation 32(1).
b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

Powers of the Audit Committee:

The audit committee shall have the powers, which should include the following:

1. To investigate any activity within its terms of reference;

2. To seek information from any employees;

3. To obtain outside legal or other professional advice; and

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

5. Call for the comments of the auditors about internal control systems, the scope of audit, including the
observations of the auditors and review of financial statement before their submission to the Board and
may also discuss any related issues with the internal and statutory auditors and the management of the
company.

6. To investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of the
Companies Act, 2013 or referred to it by the Board and for this purpose shall have power to obtain
professional advice from external sources and have full access to information contained in the records of
the company.

2. Stakeholders Relationship Committee

Our Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act,
2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 (as amended) vide board resolution dated January 06, 2023. The constituted Stakeholders
Relationship Committee comprises of following members:

Name of the Directors Designation Designation in Committee

Abhishek Bansal Non- Executive Independent Chairperson
Director
Narayan Samantra Non- Executive Independent Member
Director
Roxy Teniwal Non- Executive Independent Member
Director

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the
following:

Terms of Reference

1. 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.

2. Review of measures taken for effective exercise of voting rights by shareholders.

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 3. Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company.

3. Nomination and Remuneration Committee

Our Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies
Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 (as amended) vide board resolution dated January 06, 2023. The Nomination and Remuneration
Committee comprises of following members:

Name of the Directors Designation Designation in Committee

Abhishek Bansal Non- Executive Independent Chairperson
Director
Narayan Samantra Non- Executive Independent Member
Director
Roxy Teniwal Non- Executive Independent Member
Director

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.
The scope and function of the Committee and its terms of reference shall include the following:

The terms of reference:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates

3. formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. devising a policy on diversity of board of directors;

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.

Our Key Managerial Personnel

Our Company is managed by our Board of Directors, assisted by qualified experienced professionals, who are
permanent employees of our Company. Following are the Key Managerial Personnel of our Company.

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Profiles of our Key Managerial Personnel

In addition to our Managing Director, Shravan Suthar, and Whole Time Director; Lalit Suthar, whose details are
provided under “Brief biographies of the Directors” beginning on page 142 of this Red Herring Prospectus, the
details of our other Key Managerial Personnel as on the date of this Red Herring Prospectus are set forth below.
Except for certain statutory benefits, there are no other benefits accruing to the Key Managerial Personnel.

1. Kalpana Joshi, aged 41 years, is the Chief Financial Officer (CFO) of our Company. She has been associated
with our Company since September 19, 2023. He holds a degree of Bachelor’s degree in commerce from the
University of Mumbai. She holds a master’s in business administration in Finance from National Institute of
Management. Also, she has done certified course of Graphologist from Institute of Graphology & Personal
Success. She has more than 10 years of experience in field of finance. She was previously associated with
Fidus Sports Management Private Limited in the field of finance structuring. She worked as consultant in
Nextgen Cleantech Solution Private Limited. She is entitled to a remuneration of ₹ 4.80 Lakhs p.a.

2. Komal Birla, aged 30 years, is the Company Secretary and Compliance Officer of our Company. She has
been associated with our Company from May 20, 2024. She holds a degree of Bachelor’s in Commerce. She
is a qualified Company Secretary and is an associate member of the Institute of Company Secretaries of India.
She has experience in the field of company law related compliance. Previously, she has worked with GB
Global Limited. During the financial year 2024-25, she is entitled to a remuneration of ₹ 3.00 Lakhs p.a.

Profiles of our Senior Management Team

The strength of our Core Team defines our growth and capability. We are proud to have a strong leadership team
of senior management persons who adds value to our Company and Business Operations. A Brief profile of such
personnel is as under:

Dhaval Patil– Factory Manager

Dhaval Patil has been an integral part of our company since its inception, bringing experience of more than 12
years in factory management. He completed his diploma degree in Automobile Engineering in the year 2007. His
role encompasses overseeing all aspects of factory operations, ensuring smooth and efficient functioning. This
includes diligent monitoring of operations, providing training to new employees, and effectively meeting the
diverse requirements of our clients.

Khalid Kamal-Area Sales Manager

Khalid Kamal joined our company in 2016 and holds a bachelor’s degree in arts from Lucknow University. He
has 9 years of experience in the sales field, Khalid specializes in channel sales and the strategic appointment of
new dealers. His current role focuses on marketing our Acrylic Solid Surface in Hotel and Commercial Projects.
Prior to joining our team, he contributed his expertise to Merino Industries Limited.

Shailesh Jain-Divisional Head (Domestic and export)

Shailesh Jain has been associated with our company since June 2013 and holds a bachelor’s degree in science
from Amravati University. He has 27 years of experience in the sales and Marketing management, business
development, channel Sales and customer services. His current role focuses on handling Western, Southern and
Central part of India and Export business development., Managing Channels, Projects Sales and the Commercials
16 members reporting team. Previously, he was working with Jubilant Argi & Consumer Products Limited as
regional Sales head, Greenply Industries Limited as Branch Incharge.

Relationship amongst the Key Managerial Personnel and Senior Management Personnel of our Company

None of our directors and Key Managerial Personnel of our Company are related to each other.

Arrangement and Understanding with Major Shareholders/Customers/ Suppliers

None of the above Key Managerial Personnel have entered into to any arrangement/ understanding with major
shareholders/customers/suppliers as on the date of this Red Herring Prospectus

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Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel

Our Company does not have a profit sharing plans for the Key Management Personnel.

Service Contracts of the Key Managerial Personnel and Senior Management Personnel

Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any
other contractual arrangements with our Company for provision of benefits or payments of any amount upon
termination of employment.

Loans availed by Key Managerial Personnel and Senior Management Personnel of our Company

None of the Key Managerial Personnel have availed loan from our Company which is outstanding as on the date
of this Red Herring Prospectus

Shareholding of Key Management Personnel and Senior Management Personnel in our Company

None of our Key Managerial Personnel except Shravan Suthar and Lalit Suthar who hold Equity Shares in our
Company as on the date of filing of this Red Herring Prospectus. For further details, please refer to section titled
“Capital Structure” beginning on page 71 of this Red Herring Prospectus.

Changes in Our Company’s Key Managerial Personnel during the last three (3) years

Name of KMP Date of change in Designation Reasons for change in the

Board
Appointed as Company Secretary
Honey Bansal January 07, 2023
and Compliance Officer
Re-designated as Whole Time
Lalit Suthar January 07, 2023
Director
Re-designated as Managing
Shravan Suthar January 07, 2023
Director
Appointed as Chief Financial
Megha Chittora November 21,2022
Officer
Resigned as Chief Financial
Megha Chittora April 08, 2023
Officer
Appointed as Chief Financial
Sunil Khalate April 14, 2023
Officer
Resigned as Company Secretary
Honey Bansal June 22, 2023
and Compliance Officer
Appointed as Company Secretary
Sejal Solanki June 26, 2023
and Compliance Officer
Resigned as Chief Financial
Sunil Khalate September 18, 2023
Officer
Appointed as Chief Financial
Kalpana Joshi September 19, 2023
Officer
Resigned as Company Secretary
Sejal Solanki May 20, 2024
and Compliance Officer
Appointed as Company Secretary
Komal Birla May 20, 2024
and Compliance Officer

Interest of Key Managerial Personnel and Senior Management Personnel

Except as disclosed in this Red Herring Prospectus, the Key Managerial Personnel of our Company do not have
any interest in our Company other than to the extent of their shareholding, remuneration or benefits to which they
are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the
ordinary course of business.

Arrangement and Understanding with Major Shareholders/Customers/ Suppliers

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None of the above Key Managerial Personnel and Senior Management Personnel have entered into to any
arrangement/ understanding with major shareholders/customers/suppliers as on the date of this Red Herring
Prospectus

Employee Stock Option or Employee Stock Purchase

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date
of this Red Herring Prospectus.

Contingent and deferred compensation payable to Key Management Personnel and Senior Management
Personnel

The Key Management Personnel and Senior Management Personnel are not entitled to any contingent or deferred
compensation.

Payment of Benefits to of our KMPs (non-salary related)

Except as disclosed in this Red Herring Prospectus other than any statutory payments made by our Company to
its KMPs, our Company has not paid any sum, any non-salary related amount or benefit to any of its officers or
to its employees.

For further details, please refer section titled “Restated Financial Statements” beginning on page 163 of this Red
Herring Prospectus.

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 OUR PROMOTERS AND PROMOTER GROUP

Promoters

Shravan Suthar and Lalit Suthar are the Promoters of our Company.

As on the date of this Red Herring Prospectus, our Promoters hold 1,01,14,528 Equity Shares in aggregate,
representing 81.39% of the issued, subscribed and paid-up Equity Share capital of our Company. For details
pertaining to our Promoters shareholding, please refer to chapter titled “Capital Structure” beginning on page 71
of this Red Herring Prospectus.

The details of our individual promoters are as under:

Shravan Suthar
Shravan Suthar, aged 43 years, is one of the Promoter of our Company.

For the complete profile of Shravan Suthar along with details in respect of his
date of birth, address, educational qualifications, professional experience,
positions/ posts held in the pastand other directorships and special achievements,
see “Our Management” on page 142.

Date of Birth: December 12, 1980

Address: 1602, Signia High, Off Western Express Highway, Magathane, Near
Metro Cash and Carry, Mumbai- 400066, Maharashtra.
PAN: ANNPS1818C
Interest in other entities:
• Kuber Trading Co.
• SDC Enterprise
• Shravan L Suthar HUF
Lalit Suthar
Lalit Suthar, aged 39 years, is one of the Promoter of our Company.

For the complete profile of Lalit Suthar along with details in respect of his date
of birth, address, educational qualifications, professional experience, positions/
posts held in the pastand other directorships and special achievements, see “Our
Management” on page 142.

Date of Birth: July 16, 1984

Address: 1502, Signia High, Off Western Express Highway, Magathane, Near
Metro Cash and Carry, Mumbai- 400066, Maharashtra.
PAN: ATYPS6165M
Interest in other entities:
• Lalit Laxmichand Suthar HUF
• Lalit Laxmichand Suthar (Proprietor)
Our Company undertakes that the details of Permanent Account Number, Bank Account Number(s), Aadhar Card
Number, Driving License Number and Passport Number of the Promoters will be submitted at the time of
submission of the Draft Red Herring Prospectus to the NSE for listing of the securities of our Company on
EMERGE Platform of NSE.

Our Promoters and the members of our Promoter Group have confirmed that they have not been identified as
willful defaulter or a fraudulent borrower by the RBI or any other governmental authority. No violations of
securities laws have been committed by our Promoters or members of our Promoter Group or any Subsidiaries in
the past or are currently pending against them. None of (i) our Promoters and members of our Promoter Group or
persons in control of or on the boards of bodies corporate forming part of our Group Companies (ii) the Companies
with which any of our Promoters are or were associated as a promoters, director or person in control, are debarred
or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under

156
any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the
securities issued by any such entity by any stock exchange in India or abroad.

Change in Control of our Company

There has not been any change in the control of our Company in the five years immediately preceding the date of
this Red Herring Prospectus.

Experience of our Promoters in the business of our Company

For details in relation to experience of our Promoters in the business of our Company, please refer the chapter
titled “Our Management” beginning on page 142, of the Red Herring Prospectus.

Interest of Promoters

Interest of Promoters in the Promotion of our Company

Our Company is currently promoted by the Promoters in order to carry on its present business. Our Promoters are
interested in our Company to the extent of their shareholding and shareholding of their relatives and directorship
in our Company and the dividend declared, if any, by our Company. For further details, see “Capital Structure”,
“Our Management”, “Summary of the Offer Document - Related Party Transactions” and “Restated Financial
Statements” beginning on pages 71, 142, 22 and 163, respectively of this Red Herring Prospectus.

Interest of Promoters in the Property of our Company

Our Promoters have no interest, whether direct or indirect, in any property acquired by our Company within the
preceding three years from the date of this Red Herring Prospectus or proposed to be acquired by it as on the date
of filing of this Red Herring Prospectus or in any transaction by our Company for acquisition of land, construction
of building or supply of machinery.

Interest in our Company arising out of being a member of a firm or company

Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be
paid to them or to such firm or company in cash or shares or otherwise by any person either to induce any of our
Promoters to become, or qualify them as a director, or otherwise for services rendered by any of our Promoters or
by such firm or company in connection with the promotion or formation of our Company.

Interest of Promoters in our Company other than as a Promoters

Our Promoters are interested to the extent of their directorship, their respective shareholding in our Company and
Subsidiaries and shareholding of entities in which they are associated as partners (and consequently remuneration
payable to them and reimbursement of expenses) in our Company and Subsidiaries, and the dividends payable, if
any, and any other distribution in respect of their respective shareholding in our Company or the shareholding of
their relatives in our Company. For further details, see sections titled “Capital Structure”, “Our Management”
and “Financial Information” on pages 71, 142 and 163, respectively.

Other Interest and Disclosures

Our Promoter are also shareholder and director/Partner/Proprietor of promoter group entities and may be deemed
to be interested to the extent of the payments made by our Company, if any, to the Promoter group Entities. For
the payments that are made by our Company to Promoter Group Entities, please refer to “Note 23 – Related Party
Transactions” in the chapter titled “Restated Financial Information” beginning on page 163 of this Red Herring
Prospectus.

Except as stated under “Note 23 – Related Party Transactions” in the chapter titled “Restated Financial
Information” beginning on page 163 of this Red Herring Prospectus, our Company has not entered into any
contract, agreements or arrangements during the preceding two (2) years from the date of this Red Herring

157
Prospectus or proposes to enter into any such contract in which our Promoter is directly or indirectly interested
and no payments have been made to them in respect of the contracts, agreements or arrangements which are
proposed to be made with them.

Our Promoters are not related to any sundry debtors of our Company except as disclosed in Restated Financial
Statements.

Except as disclosed in this Red Herring Prospectus, our Promoter is not interested as a member of a firm or
company, and no sum has been paid or agreed to be paid to our Promoter or to such firm or company in cash or
shares or otherwise by any person for services rendered by him or by such firm or company in connection with
the promotion or formation of our Company.

Related Party Transactions

Except as stated in the Chapter titled “Financial Information” on page 163 of this Red Herring Prospectus, our
Company has not entered related party transactions with our Promoters.

Common Pursuits of Promoters and Promoter Group Companies

Our Promoters are interested in Promoter Group Entities i.e. Neev Furnitech, Kuber Trading, Ardent Projects,
Laxmichand Suthar HUF that are engaged in similar line of business. For further information on common pursuits
and risks associated, please refer risk factor on ‘conflicts of interest’ in chapter titled “Risk Factors” beginning
on page 29 of this Red Herring Prospectus.

Payment of amounts or benefits to the Promoters or Promoter Group during the last two years

Except as stated in the Chapter titled “Financial Information” on page 163 of this Red Herring Prospectus, there
has been no payment of benefits to our Promoters or Promoter Group during the two years preceding the date of
this Red Herring Prospectus.

OUR PROMOTER GROUP

In addition to our Promoters, the following individuals, companies, partnerships and HUFs, etc. Form part of our
Promoter Group in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations:

A) Natural Persons who are part of the Promoter Group:

Name of the Promoter Name of Relative Relationship with the Promoter

Urmila Suthar Spouse

Laxmichand Suthar Father
Durgaben Suthar Mother
Lalit Suthar Brother
Pankaj Suthar Brother
Rinku Chauhan Sister
Neev Suthar Son
Takshay Suthar Son
*Achalchandji Farsaji Suthar Spouse’s Father
Shravan Suthar *Sukhi Achalchandji Suthar Spouse’s Mother
*Bharat Achalchandji Suthar Spouse’s Brother
*Chandan Achalchandji Suthar Spouse’s Brother
*Vikram Achalchandji Suthar Spouse’s Brother
*Fulvanti Achalchand Suthar Spouse’s Sister
*Harish Achalchandji Suthar Spouse’s Sister

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 Name of the Promoter Name of Relative Relationship with the Promoter

Nirma Suthar Spouse

Laxmichand Suthar Father
Durgaben Suthar Mother
Shravan Suthar Brother
Pankaj Suthar Brother
Lalit Suthar
Rinku Chauhan Sister
Saisha Suthar Daughter
Khangarmal Mistry Spouse’s Father
Bhaguben Mistry Spouse’s Mother
Ankit Mistry Spouse’s Brother
Sureshkumar Mistry Spouse’s Brother
Ektakumari Mistry Spouse’s Sister
*Our company has sought to comply with SEBI ICDR Regulations by requesting relevant information and
confirmations from the members of the Promoter Group, including Achalchandji Farsaji Suthar, Sukhi
Achalchandji Suthar, Bharat Achalchandji Suthar, Chandan Achalchandji Suthar, Vikram Achalchandji Suthar,
Fulvanti Achalchand Suthar, and Harish Achalchandji Suthar, as identified in our letter dated April 7, 2023. The
purpose of these requests was to gather the required details as Promoter Group members and also to identify any
other entities, body corporates, firms, or HUFs of interest that may qualify as part of our company's Promoter
Group. To comply with SEBI ICDR Regulations, we have subsequently reminder letters dated, April 14, 2023,
and April 21, 2023, but we have not received any response from the aforementioned immediate relatives. In
compliance with Regulations, we submitted an application to SEBI on August 23, 2023, under Regulation
300(1)(c) of the SEBI ICDR Regulations, seeking an exemption from the identification and disclosure of the
aforementioned immediate relatives of one of our Promoter and other related entities/body corporate/firms/HUFs
in which they have an interest. However, SEBI, through its letter dated September 12, 2023, directed our company
to include these immediate relatives as part of the Promoter Group members and their connected entities and
make the disclosures of information available in the public domain. To adhere to SEBI ICDR Regulations in light
of the lack of response from Promoter Group members, we have incorporated details in the Red Herring
Prospectus based on publicly available information from select government authorities and public databases.
Nevertheless, it is possible that our company may not have identified all entities comprising our company's
Promoter Group or included disclosures in the RHP that relate to factual confirmations required in relation to
Promoter Group members.

B) Companies / entities forming part of the Promoter Group

Sr. No. Name of the entities

1. Kuber Trading Co. (Proprietorship Firm)
2. SDC Enterprise
3. Lalit Laxmichand Suthar (Proprietorship Firm)
4. New Concept (Proprietorship Firm)
5. AKM Projects (Proprietorship Firm)
6. Ocean Group (Proprietorship Firm)
7. Ardent Projects
8. Shravan Design Co.
9. Shravan Suthar (Proprietorship Firm)
10. Shravan L Suthar HUF
11. Lalit Laxmichand Suthar HUF
12. Ravidhya Developers
13. Beton Projects
14. Neev Furnitech (Proprietorship Firm)
15. Laxmichand Suthar (Proprietorship Firm)
16. Pankaj Suthar HUF

Other than as disclosed here, our Company has no companies or entities that form part of our Promoter Group.

159
Shareholding of the Promoter Group in our Company

For details of shareholding of members of our Promoter Group as on the date of this Red Herring Prospectus,
please refer the chapter titled “Capital Structure” beginning on page 71 of this Red Herring Prospectus.

Companies with which the Promoters have disassociated in the last three years

Our promoters have not been disassociated from any of the entities in preceding three years.

Other Ventures of our Promoters:

Except as disclosed in this section titled “Our Promoter and Promoter Group” beginning on page 156 of this Red
Herring Prospectus, there are no ventures promoted by our Promoter in which they have any business interests/
other interests as on date of this Red Herring Prospectus

Collaboration Agreements

Our Company is not a party to any collaboration agreements.

Material Agreement

Our Company has not entered into any material agreements other than the agreements entered into by it in ordinary
course of business.

Details of guarantees given to third parties by our Promoter

Except as stated in the “Financial Indebtedness” and “Financial Information” beginning on page 173 and 163
of this Red Herring Prospectus respectively, our Promoters, have not issued guarantees on behalf of our Company
to third parties.

Outstanding Litigation

There is no outstanding litigation against our Promoters except as disclosed in the section titled “Risk Factors”
and “Outstanding Litigation and Material Developments” beginning on page 29 and 175 of this Red Herring
Prospectus.

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 OUR GROUP COMPANY

In accordance with the SEBI (ICDR) Regulations, 2018 during the period for which financial information is
disclosed in the Red Herring Prospectus, as covered under the applicable Accounting Standards i.e., GAAP with
whom our Company has had related party transactions for the financial years ended March 31, 2024, March 31,
2023 and March 31, 2022 and also other companies as considered material by the Board as per the materiality
policy adopted by the Board pursuant to its resolution dated September 1, 2023 (the “Materiality Policy on Group
Companies”) for the purpose of disclosure in the Offer document in connection with the Offer.

In terms of the Materiality Policy on Group Companies apart from the companies with which there have been
related party transactions during the period for which financial information has been disclosed under this Red
Herring Prospectus, a company is considered to be a material Group Company as under:

a) The companies with which there were related party transactions (in accordance with AS-18), as disclosed in
the Restated Financial Statements (“Restated Financial Statements”); or

b) if such company fulfils both the below mentioned conditions: -

i. such company that forms part of the Promoter Group of the Company in terms of Regulation 2(1)(pp) of
the SEBI(ICDR) Regulations; and

ii. the Company has entered into one or more transactions with such company in preceding fiscal or audit
period as the case may be exceeding 10.00% of total revenue of the Company as per Restated Standalone
Financial Statements.

Accordingly, based on the parameters outlined above, our Company does not have any Group Company as on the
date of this Red Herring Prospectus.

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 DIVIDEND POLICY

Under the Companies Act, our Company can pay dividends upon a recommendation by our Board of Directors
and approval by the shareholders at the general meeting of our Company. The Articles of Association of our
Company give our shareholders, the right to decrease, and not to increase, the amount of dividend recommended
by the Board of Directors.

The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay
interim dividends. No dividend shall be payable for any financial except out of profits of our Company for that
year or that of any previous financial year or years, which shall be arrived at after providing for depreciation in
accordance with the provisions of Companies Act, 2013.

Our Company does not have any formal dividend policy for declaration of dividend in respect of the Equity
Shares. The declaration and payment of dividend will be recommended by our Board of Directors and approved
by the shareholders of our Company at their discretion and may depend on a number of factors, including the
results of operations, earnings, Company’s future expansion plans, capital requirements and surplus, general
financial condition, contractual restrictions, applicable Indian legal restrictions and other factors considered
relevant by our Board of Directors.

Our Company has not declared any dividend on the Equity Shares since incorporation.

162
 SECTION VI – FINANCIAL INFORMATION

RESTATED FINANCIAL STATEMENTS

Sr. No. Particulars Page No.

1 Restated Financial Statement RFS 1 – RFS 33

163
 OTHER FINANCIAL INFORMATION

SUMMARY OF ACCOUNTING RATIOS

The accounting ratios derived from Restated Financial Information required to be disclosed under the SEBI ICDR
Regulations are set forth below:
(₹ in lakhs)
March 31, March 31, March 31,
Particulars
2024 2023 2022
Net Worth (A) 2,184.38 1,671.21 1,292.27
Net Profit after Tax (B) 505.07 209.44 48.42
No. of Shares outstanding at the end (C) 1,24,27,701 1,23,97,701 1,18,33,975*
Face Value Per share 10 10 10
Adjusted Face Value Per share for ratio calculations 10 10 10

Weighted average number of shares post effect of bonus issue (D) 1,24,26,887 1,19,38,113 1,18,35,701

Earnings per Share (EPS) (B / D) (Rs.) 4.06 1.75 0.41

Return on Net Worth (B / A) 23.12 12.53% 3.75%
Net Assets Value per Share (A / C) 17.58 13.48 10.92
* The Bonus Shares issued during FY 22-23 has been considered as if they were issued prior to FY 21-22.
Notes:
The ratios have been calculated as below:
• Earnings per share (Rs.): Net Profit attributable to equity shareholders / weighted average number of
equity shares. Earnings per share calculations are done in accordance with Accounting Standard 20
“Earnings Per Share” as issued by The Institute of Chartered Accountants of India. As per AS-20, the number
of equity shares- outstanding before the event is adjusted for the proportionate change in the number of
equity shares outstanding as if the event had occurred at the beginning of the earliest period reported. In case
of a bonus issue, the bonus shares has been added to corresponding year to the extent of reserves available
in the corresponding year. Weighted average number of equity shares outstanding during all the previous
years have been considered accordingly.
• Return on Net Worth (%): Net Profit after tax / Net worth as at the end of the year.
• Net Asset Value (Rs.): Net Worth at the end of the year / Total outstanding equity shares.
• Net Profit, as appearing in the Statement of restated profits and losses, and Net Worth as appearing in the
restated statement of Assets & Liabilities has been considered for the purpose of computing the above ratios.

164
 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalization as at March 31, 2024 as derived from our Restated
Financial Information. This table should be read in conjunction with the sections titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”, “Financial Information – Restated Financial
Statements” and “Risk Factors” on pages 166, 163 and 29, respectively.
(Amount in ₹ in Lakhs)
Particulars Pre-Offer Post-Offer
Borrowings
Short term debt (A) 3,999.83 3,999.83
Long Term Debt (B) 2,070.88 2,070.88
Total debts (C ) 6,070.71 6,070.71

Shareholders’ funds
Equity 1,242.77 1,662.77
Preference -
Reserve and surplus - as restated 941.61 [●]
Share Application Money -
Less: Deferred Tax Assets -
Total shareholders’ funds 2,184.38 [●]
Total debt / shareholders’ funds 2.78 [●]
Long term debt / shareholders’ funds 0.95 [●]

165
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey management’s perspective on our financial condition and results
of operations for the Financial year ended on March 31, 2024, March 31, 2023, March 31, 2022. You should read
the following discussion of our financial condition and results of operations together with our restated financial
statements included in Red Herring Prospectus. You should also read the section entitled “Risk Factors” beginning
on page 29 of this Red Herring Prospectus, which discusses several factors, risks and contingencies that could
affect our financial condition and results of operations. The following discussion relates to our Company and is
based on our restated financial statements, which have been prepared in accordance with Indian GAAP, the
Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally
prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all
references to a particular fiscal year (“Fiscal Year”) are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Durlax Top
Surface Limited, our Company. Unless otherwise indicated, financial information included herein are based on
our “Restated Financial Statements” for the financial year ended on March 31, 2022, March 31, 2023, March 31,
2024, included in this Red Herring Prospectus beginning on page 163.

BUSINESS OVERVIEW

We are engaged in the business of manufacturing of solid surface material, which is sold across India, through an
extensive distribution network of distributors and direct customers and also exported to various countries such as
Dubai, Bahrain, Greece, Nepal. We operate through two brands namely LUXOR® and ASPIRON®, which
provide a wide range of solid surfaces. Our LUXOR® brand offers Acrylic UV Solid Surfaces, while ASPIRON®
offers Modified Solid Surfaces.

Situated in Vapi, our manufacturing facility is equipped with German and South Korean technologies and
advanced machinery to produce solid surface materials. We aim to meet the demands of our customers and create
pleasing and functional spaces across various sectors.

Our solid surfaces find applications in residential, commercial, hospitality, healthcare, exterior, and diverse
industries, providing durable solutions for countertops, vanities, offices, retail spaces, hotels, hospitals, outdoor
projects, and more.

Capacity and Capacity utilisation

The following table sets forth certain information relating to capacity utilization of our Units calculated on the
basis of total installed production capacity and actual production as of/ for the periods indicated below:

Products Units 2021-22 2022-23 2023-24

Capa Produ Utiliza Capa Produ Utiliza Capa Produ Utiliza
city ction tion city ction tion city ction tion
Solid No. of 1,20, 93,822 78.19 1,20, 1,07,00 89.17 240,0 1,72,72 71.97
Surface Sheet 000 % 000 0 % 00 4 %
sheet

Note:
• Batch per day is considered based on 8 hours working of plant per day.
• No. of working days considered in the FY 2021-22 is 300 days and FY 2022-23 is 300 and FY
2023-24 is 300 days.
• Production has achieved 1,72,724 sheets in 2 Shifts.

As certified by M-Tech Services LLP, Independent Chartered Engineers vide their certificate dated May 1,
2024.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR:

166
In the opinion of the Board of Directors of our Company, there have not arisen, since the date of March 31, 2024
as disclosed in this Red Herring Prospectus, any significant developments or any circumstance that materially or
adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to
pay its material liabilities within the next twelve months.

KEY FACTORS AFFECTING THE RESULTS OF OPERATION:

Our Company’s future results of operations could be affected potentially by the following factors:

1. Heavy reliance on a few customers and absence of long-term agreements poses a significant risk to our
business and financial performance.
2. General economic conditions in India where we have ongoing businesses like COVID-19, changes in laws
and regulations.
3. Underutilization of our production capacities could hinder our ability to meet market demand effectively,
potentially impacting our overall business performance and growth prospects.
4. Company’s inability to retain the experienced staff.
5. Increased market fragmentation.
6. Competition with existing and new entrants
7. Disruptions in the supply chain can lead to higher costs, reduced production, and lost sales.

OUR SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies, “Annexure IV” beginning under
Chapter titled “Financial Information” beginning on page 163 of the Red Herring Prospectus.

RESULTS OF KEY OPERATIONS

The following table sets forth select financial data from our restated financial statement of profit and loss for the
financial years ended March 31, 2024, 2023 and 2022 the components of which are also expressed as a percentage
of total revenue for such period and financial years.
(₹ in lakhs)
For the year For the year For the year
% of % of % of
ended ended ended
Particulars Total Total Total
March 31, March 31, March 31,
Revenue Revenue Revenue
2024 2023 2022
Revenue from
operation 9,076.42 99.92% 6,673.83 99.84% 4,735.82 99.87%

Other income 7.51 0.08% 10.37 0.16% 5.99 0.13%

Total Revenue 9,083.93 100.00% 6,684.20 100.00% 4,741.81 100.00%

Cost of materials
consumed 7,447.64 81.98% 5,745.46 85.96% 4,021.41 84.81%
Changes in
Inventories of
stock in trade (329.54) (3.63%) (464.84) (6.95%) (356.26) (7.51%)
Employee Benefit
Expenses 169.79 1.87% 156.94 2.35% 91.59 1.93%

Finance Cost 378.59 4.17% 343.88 5.14% 327.03 6.90%

Operational and
Other Expenses 685.01 7.54% 454.59 6.80% 315.18 6.65%
Depreciation and
Amortization
Charges 211.16 2.32% 232.55 3.48% 265.24 5.59%

Total Expenses 8,562.65 94.26% 6,468.58 96.77% 4,664.19 98.36%

167
 For the year For the year For the year
% of % of % of
ended ended ended
Particulars Total Total Total
March 31, March 31, March 31,
Revenue Revenue Revenue
2024 2023 2022
Profit before tax
extraordinary
item 521.29 5.74% 215.62 3.23% 77.62 1.64%
Extraordinary
item - 0.00% - 0.00% - 0.00%
Profit / (Loss)
before Tax 521.29 5.74% 215.62 3.23% 77.62 1.64%
Tax Expenses

Current Tax 13.00 0.14% - 0.00% 20.88 0.44%

Deferred Tax 3.22 0.04% 6.18 0.09% 8.32 0.18%

Earlier Tax - 0.00% - 0.00% - 0.00%

Net Profit after
tax 505.07 5.56% 209.44 3.13% 48.42 1.02%

Revenue from Operations: Revenue from operations mainly consists of sale of goods which include our products
namely, ASPIRON® and LUXOR®

Other Income: Other income includes interest income, foreign exchange difference gain, sundry balance written
off, Other non-operating income and MAT credit.

Total Income: Our total income comprises of revenue from operations and other income.

Total Expenses: Company’s total expenses consist of cost of material consumed, Purchase of Traded Goods,
change in inventories of stock in trade, employee benefit expenses, finance costs, depreciation and amortization
expenses and other expenses.

Other Expenses: Other expenses primarily consist of business promotion expenses, audit fees, insurance, office
expenses, pre-operative expenses written off, professional fees, rent rates and taxes and travelling expenses.

Employee Benefits Expense: Employee benefit expense includes salaries and wages, contribution to provident
and other fund, staff welfare expenses and director remuneration.

Finance Cost: Finance cost includes interest on borrowings, bank charges, other interest and processing fees.

Depreciation: The Depreciation is calculated based on Written Down Value method.

COMPARISON OF F.Y. 2024 WITH F.Y. 2023:

Revenue from Operations

The Company's total revenue for the financial year 2023-24 is ₹ 9,076.42 lakhs. This represents a 36.00% increase
compared to the previous financial year's total revenue of ₹ 6,673.83 lakhs. This increase is due to an increased
volume of goods sold accompanied by increase in average rate of per unit sold.

Other Income

In the financial year 2023-24, the Other Income recorded a decrease of 27.58%, amounting to ₹ 7.51 lakhs, as
compared to ₹ 10.37 lakhs in financial year 2022-23. This decrease in other income due to the decrease in interest
income by ₹ 0.99 lakh.

Total Expenses

168
The total expenses for the financial year 2023-24, were ₹ 8,562.65 lakhs, while the total expenses for the financial
year 2022-23, were ₹ 6,468.58 lakhs. This indicates an increase in total expenses of ₹ 2,094.06 lakhs, or
approximately 32.37%. The increase is on account of increase in cost of materials consumed, employee benefit
expenses, finance cost, and other expenses.

Cost of materials consumed

The cost of material consumed increased from ₹ 5,745.46 lakhs in financial year 2022-23 to ₹ 7,447.64 lakhs in
financial year 2023-24. This represents an increase of approximately ₹ 1,702.18 lakhs or 29.63% which is due to
increase in production of solid surface sheet from 1,07,000 units in financial year 2022-23 to 1,72,724 units in
financial year 2023-24.

Employee Benefits Expenses

The Employee benefit expenses increase by 8.19% to ₹ 169.79 lakhs in the Financial Year 2023-24 against that of
₹ 156.94 lakhs in Financial Year 2022-23. The increase in employee expenses was on account increase in salary
and wages, and staff welfare expenses and decrease in contribution to Provident and other fund by ₹ 15.62 lakhs,
₹ 1.98 lakhs and ₹ 4.76 lakhs respectively.

Finance Cost

The Finance cost increase by 10.09% to ₹ 378.59 lakhs in the Financial Year 2023-24 against that of ₹ 343.88
lakhs in Financial Year 2022-23. The increase of the Finance Charges is on account increase in interest expenses,
other interest and processing fees by ₹ 20.57 lakhs, ₹ 3.09 and ₹ 27.94 in the FY 2023-24 which was offset to some
extent by decrease in bank charges by ₹ 16.90 lakhs.

Depreciation and Amortization Expenses

The Depreciation and Amortization expenses decrease by ₹ 21.39 lakhs which is equivalent to decrease of 9.20%
to ₹ 211.16 lakhs in the financial year 2023-24 against that of ₹ 232.55 lakhs in financial year 2022-23. The
decrease in depreciation was due to lower opening written down value of the assets.

Other Expenses

The Other expenses increase by 50.69% to ₹ 685.01 lakhs in the financial year 2023-24 against that of ₹ 454.59
lakhs in financial year 2022-23. The other expenses increase mainly on account of increase of Manufacturing
Expenses by ₹ 104.08 lakhs, Business Promotion Expenses by ₹ 25.38 lakhs, Professional fees by ₹ 80.00 lakhs
and Stamp Duty & Registration Charges by ₹ 25.22 lakhs and few other expenses.

EBDITA

The EBITDA for financial year 2023-24 was ₹ 1,073.78 lakhs as compared to ₹ 779.87 lakhs for financial year
2022-23. The EBITDA was 11.83% of total revenue in financial year 2023-24 as compared to 11.69% in financial
year 2022-23. The EBITDA as percentage of total income increase in financial year 2023-24 compared to financial
year 2022-23 on account increase in revenue from operation.

Profit after Tax (PAT)

PAT is ₹ 505.07 lakhs for the financial year 2023-24 in compared to ₹ 209.44 lakhs in financial year 2022-23. The
PAT was 5.56% of total revenue in financial year 2023-24 compared to 3.14% of total revenue in F.Y. 2022-23.
The profit is increased on account of increase in total revenue in FY 2023-24 as compared to financial year 2022-
23 and the improvement in the above mentioned overheads indicating the efficiency through the operating leverage
leading to increase in overall margins. In view of the above and our focus on serving large consumers and/or
distributors leading to exponential increase in sales and net profit margins.

COMPARISON OF F.Y. 2023 WITH F.Y. 2022:

Income from Operations

169
The Company's total revenue for the financial year 2022-23 is ₹ 6,673.83 lakhs. This represents a 40.92% increase
compared to the previous financial year's total revenue of ₹ 4,735.82 lakhs. This increase is due to an increased
volume of goods sold accompanied by increase in average rate of per unit sold.

Other Income

In the financial year 2022-23, the Other Income recorded an increase of 73.12%, amounting to ₹ 10.37 lakhs, as
compared to ₹ 5.99 lakhs in financial year 2021-22. This increase in other income due to an increase in interest
income, other non-operating income and sundry balance w/off by ₹ 2.51 lakh, ₹ 1.76 lakh and ₹ 0.12 lakh
respectively.

Total Expenses

The total expenses for the financial year 2022-23, were ₹ 6,468.58 lakhs, while the total expenses for the financial
year 2021-22, were ₹ 4,664.19 lakhs. This indicates an increase in total expenses of ₹ 1,804.40 lakhs, or
approximately 38.69%. The increase is on account of increase in cost of materials consumed, employee benefit
expenses, finance cost, and other expenses.

Cost of materials consumed

The cost of material consumed increased from ₹ 4,021.41 lakhs in financial year 2021-22 to ₹ 5,745.46 lakhs in
financial year 2022-23. This represents an increase of approximately ₹ 1,724.05 lakhs or 42.87% which is due to
increase in increase in production of solid surface sheet from 93,822 units in financial year 2021-22 to 1,07,000
units in financial year 2022-23.

Employee Benefits Expenses

The Employee benefit expenses increase by 71.35% to ₹ 156.94 lakhs in the Financial Year 2022-23 against that
of ₹ 91.59 lakhs in Financial Year 2021-22. The increase in employee expenses was on account increase in salary
and wages, contribution to provident fund, staff welfare expenses and director remuneration by ₹ 12.82 lakhs, 1.64
lakhs, 2.89 lakhs and ₹ 48 lakhs respectively.

Finance Cost

The Finance cost increase by 5.15% to ₹ 343.88 lakhs in the Financial Year 2022-23 against that of ₹ 327.03 lakhs
in Financial Year 2021-22. The increase of the Finance Charges is on account increase in interest expenses and
bank charges by ₹ 53.21 lakhs and ₹ 6.14 lakhs in the FY 2022-23 which was offset to some extent by decrease in
other interest and processing fees by total of ₹ 42.50 lakhs.

Depreciation and Amortisation Expenses

The Depreciation and Amortisation expenses decrease by ₹ 32.68 lakhs to ₹ 232.55 lakhs in the financial year
2022-23 against that of ₹ 265.24 lakhs in financial year 2021-22. The decrease in depreciation was due to lower
opening written down value of the assets.

Other Expenses

The Other expenses increase by 44.23% to ₹ 454.59 lakhs in the financial year 2022-23 against that of ₹ 315.18
lakhs in financial year 2021-22. The other expenses increase mainly on account of increase of Manufacturing
Expenses by ₹ 110.15 lakhs, Business Promotion Expenses by ₹ 11.18 lakhs and increase in Traveling Expenses
by ₹ 26.13 lakhs and few other expenses.

EBDITA

The EBITDA for financial year 2022-23 was ₹ 779.87 lakhs as compared to ₹ 649.31 lakhs for financial year 2021-
22. The EBITDA was 11.69% of total revenue in financial year 2022-23 as compared to 13.71% in financial year
2021-22. The EBITDA as percentage of total income decreased in financial year 2022-23 compared to financial
year 2021-22 on account increase in finance cost in financial year 2022-23.

Profit after Tax (PAT)

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PAT is ₹ 209.44 lakhs for the financial year 2022-23 in compared to ₹ 48.42 lakhs in financial year 2021-22. The
PAT was 3.14% of total revenue in financial year 2022-23 compared to 1.02% of total revenue in F.Y. 2021-22.
The profit is increased on account of decrease in total expenses as percentage of total revenue and due to decrease
in total tax expense by ₹ 23.02 lakhs in FY 2022-23 as compared to financial year 2021-22 and the improvement
in the above mentioned overheads indicating the efficiency through the operating leverage leading to increase in
overall margins. In view of the above and our focus on serving large consumers and/or distributors leading to
exponential increase in sales and net profit margins.

Cash Flow

The table below summaries our cash flows from our Restated Financial Information for the financial years ended
on 2024, 2023 and 2022:
(₹ in lakhs)
Particulars FY 2024 FY 2023 FY 2022
Net cash (used in)/ Generated from operating activities (1,660.47) 382.70 157.13
Net cash (used in)/ Generated from investing activities (383.14) (6.47) (46.65)
Net cash (used in)/ Generated from finance activities 2,051.84 (381.74) (105.78)
Net increase/ (decrease) in cash and cash equivalents 8.23 (5.51) 4.71
Cash and Cash Equivalents at the beginning of the period 3.97 9.48 4.77
Cash and Cash Equivalents at the end 12.20 3.97 9.48

Cash Flow from Operating Activities

For fiscal 2024, net cash utilized from operating activities was at ₹ 1,660.47 lakhs as compared to Profit Before
Tax of ₹ 521.29 lakhs. The net cash from operating activities was after the adjustment of ₹ 211.16 lakhs for
depreciation, ₹ 336.03 lakhs for interest expenses, decrease in working capital of ₹ 2,727.26 lakhs and direct tax
paid of ₹1.68 lakhs. For fiscal 2023, net cash from operating activities was at ₹ 382.70 lakhs as compared to Profit
Before Tax of ₹ 215.62 lakhs. The net cash from operating activities was after the adjustment of ₹ 232.55 lakhs
for depreciation, ₹ 312.36 lakhs for interest expenses, decrease in working capital of ₹ 356.95 lakhs and direct
tax paid of ₹ 20.88 lakhs. For fiscal 2022, net cash from operating activities was at ₹157.13 lakhs as compared to
Profit Before Tax of ₹ 77.62 lakhs. The net cash from operating activities was after the adjustment of ₹ 265.24
lakhs for depreciation, ₹ 288.86 lakhs for interest expenses, decrease in working capital of ₹ 474.59 lakhs.

Cash Flow from Investing Activities

For fiscal 2024, net cash utilized in investing activities is ₹ 383.14 lakhs due to purchase of fixed assets of ₹
311.32 lakhs, increase in fixed deposits of ₹ 24.30 lakhs and in non-current investment of ₹ 47.52 lakhs. For fiscal
2023, net cash utilized in investing activities was ₹ 6.47 lakhs due to purchase of fixed assets of ₹ 3.83 lakhs and
increase in fixed deposits of ₹ 2.64 lakhs. For fiscal 2022, net cash utilised in investing activities was ₹ 46.65
lakhs due to purchase of fixed assets of ₹ 2.69 lakhs and increase in fixed deposits of ₹ 43.96 lakhs.

Cash Flow from Financing Activities

For fiscal 2024, net cash from financing activities is ₹ 2,051.84 lakhs due to payment of interest expenses of ₹
336.03 lakhs this was offset by inflow from short term borrowings of ₹ 2,041.80 lakhs, from long term borrowing
of ₹ 337.97 lakhs and from issue of share by ₹ 8.10 lakhs. For fiscal 2023, net cash utilised in financing activities
was ₹ 381.74 lakhs due to payment of interest expenses of ₹ 312.36 lakhs, repayment of long-term borrowings ₹
204.72 lakhs and repayment of short-term borrowings ₹ 34.17 lakhs this was offset to extent by cash inflow from
issue of share by ₹ 169.50 lakhs. For fiscal 2022, net cash utilised in financing activities was ₹ 105.78 lakhs due
to payment of interest expenses of ₹ 288.86 lakhs and repayment of long-term borrowings ₹ 681.53 lakhs this was
offset by inflow from short term borrowings ₹ 864.62 lakhs.

Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

1. Unusual or infrequent events or transactions

To our knowledge there have been no unusual or infrequent events or transactions that have taken place
during the last three years.

171
2. Significant economic changes that materially affected or are likely to affect income from continuing
operations.

Our business has been subject, and we expect it to continue to be subject to significant economic changes
arising from the trends identified above in ‘Factors Affecting our Results of Operations’ and the uncertainties
described in the section entitled “Risk Factors” beginning on page 29 of this Red Herring Prospectus. To our
knowledge, except as we have described in this Red Herring Prospectus, there are no known factors which
we expect to bring about significant economic changes.

3. Income and Sales on account of major product/main activities

Income and sales of our Company on account of major activities derives from sale of our products named
ASPIRON® and LUXOR®

4. Whether the company has followed any unorthodox procedure for recording sales and revenues

Our Company has not followed any unorthodox procedure for recording sales and revenues.

5. Known trends or uncertainties that have had or are expected to have a material adverse impact on
sales, revenue or income from continuing operations.

Apart from the risks as disclosed under Section titled “Risk Factors” beginning on page 29 in this Red Herring
Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to
have a material adverse impact on revenue or income from continuing operations.

6. Extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices.

Increases in revenues are by and large linked to increases in volume of business.

7. Total turnover of each major industry services in which the issuer company operated.

The Company is in the business of, the relevant industry data, as available, has been included in the chapter
titled “Industry Overview” beginning on page 103 of this Red Herring Prospectus.

8. Status of any publicly announced new products or business services.

Our Company has not announced any new product or business services.

9. The extent to which business is seasonal.

Our Company’s business is not seasonal.

10. Any significant dependence on a single or few suppliers or customers.

Our Company is dependent on any single or few suppliers of customers.

Particulars March 31, 2024 FY 2022-23 FY 2021-22

Top 10 Customers 77.86% 71.24% 70.97%
Top 10 Suppliers 86.18% 84.30% 83.50%

11. Competitive conditions.

Competitive conditions are as described under the Chapters titled “Industry Overview” and “Our Business”
beginning on pages 103 and 114, respectively of this Red Herring Prospectus.

172
 FINANCIAL INDEBTEDNESS

In terms of the Articles of Association of the Company, the Board is authorized to 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 borrowed including acceptance of deposits
apart from temporary loans obtained from the Banks / Financial Institution in the ordinary course of business,
exceeding the aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart
for any specific purpose) or upto such amount subject to members approval from time to time.

Our Company has obtained the necessary consents required under the relevant loan documentation with banks and
financial institutions for undertaking activities wherever applicable. As on March 31, 2024 our Company has
total outstanding borrowings aggregating to ₹ 6,070.71 lakhs.
(₹ in Lakhs)
Nature of Facility
Loan currently % of Total
Loan (i.e. working
Sr. Outstanding as on Outstanding
Name of the Lender and address amount capital/letter of
No. 31.03.2024 (As per Loan
sanctioned credit/term
Bank Statement) Amount
loan/vehicle loan)
1. Loans and advances made to the Company (Secured Borrowings)
1 Mumbai District Central Co-op
Bank*
Address: Mumbai Bank Bhavan 1,900 1,867.64 30.76 Working Capital
207, Dr. D. N. Road., Fort, Mumbai
400001
1,100 1,168.76 19.25 Working Capital
Punjab National Bank** 730 662.86 10.92 Letter of Credit
2
Address: Worli Naka Branch, 131 16.02 0.26 GECL
Mumbai 554 184.55 3.04 Term Loan
554 138.41 2.28 Term Loan
3 Mahindra & Mahindra Financial Machinery Term
54.86 45.78 0.75
Services Limited* Loan
Address: 4th Floor, Mahindra
Tower, Dr. G.M Bhosale Marg, Machinery Term
54.86 9.08 0.15
P.K Kurne Chowk, Worli, Mumbai Loan
400 018
4 Mahindra & Mahindra Financial Machinery Term
206 176.46 2.91
Services Limited* Loan
Address: 4th Floor, Mahindra
Tower, Dr. G.M Bhosale Marg, Machinery Term
206 29.54 0.49
P.K Kurne Chowk, Worli, Mumbai Loan
400 018
TOTAL (A) 4,299.10 70.82
2. Loans and advances made to the Company (Unsecured Borrowings)
1 Shravan Suthar
Address: 1602 Signia High Off
Western Express Highway
1,100.00 1,095.93 18.05 Term Loan
Magathane Near Metro Cash And
Carry, Mumbai, Borivali East,
400066
2 Laxmichand Suthar
Address: 2, Govind Nagar Malviya 160.00 209.79 3.46 Term Loan
Road, Vile Parle East 400057
3 Mansi Gems Pvt Ltd
Address: 101, Nishit Diamond
110.40 132.13 2.18 Term Loan
Complex, Gujjar Falia, Mahidhar
Pura Surat 395003
4 Aadinath Diamonds Pvt Ltd 95.26 108.43 1.79 Term Loan

173
 Nature of Facility
Loan currently % of Total
Loan (i.e. working
Sr. Outstanding as on Outstanding
Name of the Lender and address amount capital/letter of
No. 31.03.2024 (As per Loan
sanctioned credit/term
Bank Statement) Amount
loan/vehicle loan)
Address: 816, 8th Floor, Rajhans
Heights Mini Bazar, Varacha
Road, Surat 395006
5 Neev Furnitech
Address: 301, Jaisingh
Commspace, Dayal Das Road, FP 19.00 51.59 0.85 Term Loan
362, W. E. Highway, Vile Parle
East Mumbai 400057
6 Ambit Finvest Pvt Ltd 50.00 26.58 0.44 Term Loan
Address: Kanakia Wall Street 5th
floor, A 506-510, Andheri kurla
50.00 15.47 0.25 Term Loan
Road Andheri East, Mumbai –
400093
7 Laxmichand Suthar HUF
Address: 2, Govind Nagar Malviya 33.00 32.52 0.54 Term Loan
Road, Vile Parle East 400057
8 HDFC Bank Ltd 35.15 16.57 0.27 Term Loan
Address: Tradestar, Andheri East,
35.15 11.20 0.18 Term Loan
Mumbai 400059
9 Hero Fincorp Ltd 30.30 15.37 0.25 Term Loan
Address: 9, Community Centre,
Basant Lok, Vasant Vihar, New 30.30 9.46 0.16 Term Loan
Delhi – 110057
10 Deutsche Bank 39.70 12.26 0.20 Term Loan
Address: P.O. Box No. 9095
39.70 13.73 0.23 Term Loan
Goregaon East Mumbai 400063
11 Poonawalla Fincorp Ltd
Address: 601, 6th Floor, Zero One
34.78 11.52 0.19 Term Loan
IT Park, Sr. No. 79/1, Ghorpadi,
Mundhwa Road, Pune-411036
12 MKJ Enterprises Ltd
Address: 2, Clive Ghat Street, 72.00 6.59 0.11 Term Loan
Sagar Estate, Kolkata 700001
13 Urmila Suthar
Address: 1602 Signia High Off
Western Express Highway
2.50 2.47 0.04 Term Loan
Magathane Near Metro Cash And
Carry, Mumbai, Borivali East,
400066
TOTAL (B) 1,771.61 29.18
TOTAL (A+B) 6,070.71 100.00

*Personal Guarantee by Mr. Shravan Suthar & Mr. Lalit Suthar.

**Personal Guarantee by Mr. Shravan Suthar, Mr. Lalit Suthar, Mr. Laxmichand Suthar & Mr. Pankaj Suthar.

174
 SECTION VII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (I) criminal or Civil proceedings (II) actions taken by
statutory or regulatory authorities, (III) disciplinary action including penalty imposed by the SEBI or stock
exchanges against our Promoter in the last five (5) Financial Years, including outstanding action, (IV) claims
related to direct and indirect taxes in a consolidated manner, (V) details of any other pending material litigation
which are determined to be material as per a policy adopted by our Board (“Materiality Policy”), in each case
involving our Company, Promoters and Directors (the “Relevant Parties”).

For the purpose of point (V) above, our Board has considered and pass the Resolution for identification of material
litigation involving the Relevant Parties in its meeting held on September 01, 2023, and has considered for
identification of material litigation involving the Relevant Parties.

In terms of the Materiality, all pending litigation involving the Relevant Parties, other than criminal proceedings,
actions by regulatory authorities and statutory authorities, disciplinary action including penalty imposed by SEBI
or stock exchanges against the Promoter since incorporation including outstanding action, and tax matters, would
be considered ‘material’ if:

a. if the aggregate amount involved in such individual litigation, to the extent quantifiable, exceeds 5% of the
profit after tax of the Company, as per the Restated Financial Statements.

b. where the monetary impact is not quantifiable or the amount involved may not exceed the materiality threshold
set out under (i) above, but where an adverse outcome in any litigation would materially and adversely affect
our Company’s business, prospects, operations, financial position or reputation, irrespective of the amount
involved in such litigation.

Except as stated in this section, there are no Outstanding Material Dues (as defined below) to creditors; or
outstanding dues to small scale undertakings and other creditors.

Our Board, in its meeting held on September 01, 2023, determined that outstanding dues to creditors in excess of
5% of the outstanding trade payables as per the last audited financial statements. Details of Material Dues to
creditors as required under the SEBI ICDR Regulations have been disclosed on our website at [Link]

Unless otherwise stated to the contrary, the information provided is as of the date of this Red Herring Prospectus.

Details of outstanding dues to creditors (including micro and small enterprises as defined under the Micro, Small
and Medium Enterprises Development Act, 2006) as required under the SEBI (ICDR) Regulations have been
disclosed on our website at [Link]. It is clarified that for the purposes of the above, pre – litigations
notices received by our Company Promoter, and the Directors shall, unless otherwise decided by the Board, not
be considered as material litigations until such time that litigations proceedings are initiated before any judicial
forum.

I. LITIGATIONS INVOLVING OUR COMPANY

A. Litigation filed against our Company – 13

o Criminal proceedings: Nil

o Outstanding actions by regulatory and statutory authorities: Nil

o Civil Proceedings: 1

A company Berndorf Steel Belt Systems Limited., CO., (Republic of Korea) has filed a Commercial
Arbitration Petition No.274 of 2022 under Section 46,47,48 and 49 of the Arbitration and Conciliation Act,
1996 in the Hon’ble High Court at Bombay against the Company for enforcement of arbitration award dated
August 06, 2021 in Arbitration Case No.26015/FS. The Arbitration proceedings were held in Vienna as per
the International Court of Arbitration of International Chamber of Commerce who had appointed Mag. Tamara
Manasiejevic, LL.M. as the sole arbitrator. The Company and Berndorf Steel Belt Systems Limited., CO., had

175
 entered into a contract dated February 03, 2016 for manufacture and delivery of Berndorf artificial marble
production line. Upon delivery, the Company was required to make the payment against the invoice/memo
raised by Berndorf Steel Belt Systems Limited., [Link] a result of non-payment, Berndorf Steel Belt Systems
Limited., CO., invoked the arbitration clause of the said contract and initiated arbitration proceedings which
culminated into the said award whereby the Company was ordered to pay a sum of USD 1,29,000/- along with
interest at the rate of 6% per year from October 02, 2020 until full payment on the sum of USD 1,00,000/- and
also a further sum of USD 25,000/-, EUR 19,254/- and GBP 500/- each with interest at the rate of 4% from
the date of the final award until full payment. In pursuance of the said award, Berndorf Steel Belt Systems
Limited., CO., has filed the said Commercial Arbitration Petition No.274 of 2022. Recently, the Company and
Berndorf Steel Belt Systems Limited., CO., have initiated and entered into settlement talks to resolve the
dispute amicably. The Company has offered a total sum of USD 70,000/- to Berndorf Steel Belt Systems
Limited., CO. which has been principally agreed by Berndorf Steel Belt Systems Limited., CO. The Company
and Berndorf Steel Belt Systems Limited, CO. shall enter into a formal settlement agreement and accordingly,
the payment would be made by the Company.

o Tax Proceedings: 12
[Link]. Nature of case Amount Authority Date of Current status
involved before whom hearing
the
proceedings
are initiated
1 For the Financial Year 2010-11, ₹ 1,12,160/- Income Tax N.A. Pending for
there is a TDS default by payment
Company which is inclusive of
interest on payment default
under Section 201, interest on
deduction default under Section
201, late filing under Section
234E and interest under Section
220(2) of Income Tax Act,
1961 respectively.

2 For the Financial Year 2015-16, ₹ 1,03,840/- Income Tax N.A. Pending for
there is a TDS default by payment
Company which is inclusive of
interest on payment default
under Section 201, interest on
deduction default under Section
201, late filing under Section
234E and interest under Section
220(2) of Income Tax Act,
1961 respectively.

3 For the Financial Year 2016-17, ₹ 65,360/- Income Tax N.A. Pending for
there is a TDS default by payment
Company which is inclusive of
interest on payment default
under Section 201, interest on
deduction default under Section
201, late filing under Section
234E and interest under Section
220(2) of Income Tax Act,
1961 respectively.

176
[Link]. Nature of case Amount Authority Date of Current status
involved before whom hearing
the
proceedings
are initiated
4 For the Financial Year 2020-21, ₹ 60,370/- Income Tax N.A. Pending for
there is a TDS default by payment
Company which is inclusive of
interest on payment default
under Section 201, interest on
deduction default under Section
201, late filing under Section
234E and interest under Section
220(2) of Income Tax Act,
1961 respectively.

5 For the Financial Year 2021-22, ₹ 75,840/- Income Tax N.A. Pending for
there is a TDS default by payment
Company which is inclusive of
interest on payment default
under Section 201, interest on
deduction default under Section
201, late filing under Section
234E and interest under Section
220(2) of Income Tax Act,
1961 respectively.

6 For the Financial Year 2022-23, ₹ 43,250/- Income Tax N.A. Pending for
there is a TDS default by payment
Company which is Short
deduction, inclusive of interest
on payment default under
Section 201, interest on
deduction default under Section
201, late filing under Section
234E and interest under Section
220(2) of Income Tax Act,
1961 respectively.

7 The Company has e-filed its ₹ Income Tax Date not Pending for
return of income for A.Y. 2018- 16,47,79,424/- yet fixed hearing
19 on September 30, 2018
declaring an income of
Rs.8,43,510/- and deemed total
income under section
115JB/115JC of Rs.
43,49,283/-. The same was
processed u/s 143(1) by CPC
and the case was selected for
scrutiny under CASS.
Assessment order u/s. 143(3) of
the Act has been passed on
March 01, 2021 wherein an
amount of Rs. 1,90,30,936/-
had been disallowed and
assessment u/s 143(3) of the I T
Act, 1961 was completed at Rs.

177
[Link]. Nature of case Amount Authority Date of Current status
involved before whom hearing
the
proceedings
are initiated
1,98,74,446/- in the said case.
Later on, the case was selected
u/s 147 of the I.T Act, 1961. As
per the information the incident
report generated by CGST
authorities indicate that M/s.
Advance Computers and
Mobiles India Pvt Ltd is
engaged in
issuing/generating/providing
fake/bogus invoices for passing
of fraudulent input tax credit
without supply of goods. The
information shared pertains to
12 entities. One of such entities
is M/s. Madurai Multi Facilities
Services Pvt Ltd whose one of
beneficiaries is the Company.

The Company has filed First

Appeal on 22.04.2023 against
the assessment order dated
March 01, 2021 passed by the
Assessing Officer for AY 2018-
19. The Company has stated
that it has submitted all the
details and supporting
documents to prove the
genuineness of the transaction.
The Company has challenged
that the Assessing Officer
without considering the
submissions made by it has
made addition of Rs.
9,75,70,653/- as unexplained
investment u/s 69 of the I. T.
Act, 1961. The said amount of
Rs. 9,75,70,653/- was related to
payment to creditors against
purchases made by the
appellant. The payment of Rs.
9,75,70,653/- was made by the
appellant in the subsequent
year. The total additions made
by the Assessing Officer is
Rs.14,73,54,560/- and accrued
interest is Rs.31,62,555/- which
is under challenge in the said
Appeal.

8 For the first quarter of the year ₹ 12,37,374/- Department N.A. Pending for
2016-17, the Company has of Trades and payment
received a notice dated Taxes,
February 23, 2021 bearing Government
reference no. 150083650322 of

178
[Link]. Nature of case Amount Authority Date of Current status
involved before whom hearing
the
proceedings
are initiated
default assessment of tax and of NCT of
interest under Section 9(2) of Delhi
the Central Sales Tax Act, 1956
as the tax authority believes that
the Company has not furnished
returns or has furnished
incomplete returns or incorrect
returns. The tax authority
believes that the Company has
failed to furnish the details of
forms received in Form 9 and
failed to furnish the requisite
declaration forms.

9 For the second quarter of the ₹ 15,67,769/- Department N.A. Pending for
year 2016-17, the Company has of Trades and payment
received the notice dated Taxes,
February 23, 2021 bearing Government
reference no. 150083650315 of of NCT of
default assessment of tax and Delhi
interest under Section 9(2) of
the Central Sales Tax Act, 1956
as the tax authority believes that
the Company has not furnished
returns or has furnished
incomplete returns or incorrect
returns. The tax authority
believes that the Company has
failed to furnish the details of
forms received in Form 9 and
failed to furnish the requisite
declaration forms.

10 For the third quarter of the year ₹ 11,18,549/- Department N.A. Pending for
2016-17, the Company has of Trades and payment
received a notice dated Taxes,
February 23, 2021 bearing Government
reference no. 150083650325 of of NCT of
default assessment of tax and Delhi
interest under Section 9(2) of
the Central Sales Tax Act, 1956
as the tax authority believes that
the Company has not furnished
returns or has furnished
incomplete returns or incorrect
returns. The tax authority
believes that the Company has
failed to furnish the details of
forms received in Form 9 and
failed to furnish the requisite
declaration forms.

11 For the fourth quarter of the ₹ 6,39,627/- Department N.A. Pending for
year 2016-17, the Company has of Trades and payment
received a notice dated Taxes,

179
 [Link]. Nature of case Amount Authority Date of Current status
involved before whom hearing
the
proceedings
are initiated
February 23, 2021 bearing Government
reference no. 150083650328 of of NCT of
default assessment of tax and Delhi
interest under Section 9(2) of
the Central Sales Tax Act, 1956
as the tax authority believes that
the Company has not furnished
returns or has furnished
incomplete returns or incorrect
returns. The tax authority
believes that the Company has
failed to furnish the details of
forms received in Form 9 and
failed to furnish the requisite
declaration forms.

12 For the first quarter of the year ₹ 5,80,197/- Department N.A. Pending for
2017-18, the Company has of Trades and payment
received a notice dated March Taxes,
15, 2022 bearing reference no. Government
150083981991 of default of NCT of
assessment of tax and interest Delhi
under Section 9(2) of the
Central Sales Tax Act, 1956 as
the tax authority believes that
the Company has not furnished
returns or has furnished
incomplete returns or incorrect
returns. The tax authority
believes that the Company has
failed to furnish the details of
forms received in Form 9 and
failed to furnish the requisite
declaration forms.

B. Litigation filed by our Company – 1

o Criminal proceedings: 1

1. The Company through Mr. Mehul Kawa has filed a Criminal Complaint No. 3275/SS/2019 against M/s.
Touch Intexteriors and Mr. R. Manikandan impleaded as the accused in 7 th Metropolitan Magistrate
Court at Bhoiwada, Mumbai under Section 138 and 142 read with Section 141 of the Negotiable
Instruments Act, 1881, in relation to dishonor of cheque issued in favor of the Company It is the case of
the Company that M/s. Touch Intexteriors and Mr. R. Manikandan had entered into business arrangement
with the Company sometime in 2018 as a result of which the Company started supplying/selling materials
regularly on running account basis as per the orders placed by M/s. Touch Intexteriors and Mr. R.
Manikandan. Upon completion of supply, the Company raised invoices from time to time upon M/s.
Touch Intexteriors and Mr. R. Manikandan. The M/s. Touch Intexteriors and Mr. R. Manikandan made
payment by cheque bearing no.853791 dated July 23, 2019 for a total amount of Rs.4,36,649/-. The
Company upon presentation of the said cheque with its bank was shocked and surprised to learn that the
said was dishonored on July 25, 2019 with a remark “funds insufficient” pursuant to which a legal notice
was sent to the accused on July 31, 2022 and Complaint was filed on September 19, 2019. The Company

180
 has stated that the total outstanding amounts have been received by it from M/s. Touch Intexteriors and
Mr. R. Manikandan as a result of which the Company will not be proceeding with the case. The Company
shall be taking appropriate steps for withdrawal of the Complaint from the said Court.

o Outstanding actions by regulatory and statutory authorities: Nil

o Civil Proceedings: Nil

o Tax proceedings- Nil

II. LITIGATIONS INVOLVING OUR PROMOTERS

A. Litigation filed against our Promoters – Nil

o Criminal proceedings: Nil

o Outstanding actions by regulatory and statutory authorities: Nil

o Civil Proceedings: Nil

o Tax proceedings - Nil

B. Litigation filed by our Promoters – Nil

o Criminal proceedings: Nil

o Outstanding actions by regulatory and statutory authorities: Nil

o Civil Proceedings: Nil

o Tax proceedings- Nil

[Link] involving Director(s) of our Company

A. Litigation filed against our directors –Nil

o Criminal proceedings: Nil

o Outstanding actions by regulatory and statutory authorities: Nil

o Civil Proceedings: Nil

o Tax proceedings- Nil

B. Litigation filed by our directors – Nil

o Criminal proceedings: Nil

o Outstanding actions by regulatory and statutory authorities: Nil

o Civil Proceedings: Nil

o Tax proceedings: Nil

181
IV. Litigations involving Group Companies of our Company.

A. Litigation filed against our Group Companies – NA

o Criminal proceedings: NA

o Outstanding actions by regulatory and statutory authorities: NA

o Civil Proceedings: NA

o Tax proceedings- NA

B. Litigation filed by our Group Companies – NA

o Criminal proceedings: NA

o Outstanding actions by regulatory and statutory authorities: NA

o Civil Proceedings: NA

o Tax proceedings- NA

Outstanding dues to Small Scale Undertakings or any other Creditors

In terms of our Materiality Policy adopted by the Board vide Resolution dated September 01, 2023 the Board
deems all creditors above 5% of the outstanding trade payables as per the last audited financial statements as
material creditors. As of March 31, 2024, our Company owes the following amounts to small scale undertakings,
other creditors and material creditors.

Sr. No. Particulars ₹ in Lakhs

1. Material Creditors Nil
2. Micro and Small Enterprises -
3. Other Creditors -
4. Other than Material Creditors 2,141.07
Total 2,141.07
*The above information has been provided as available with the company to the extent such parties could be
identified on the basis of the information available with the company regarding the status of supplier under the
Micro, Small and Medium Enterprises Development Act, 2006 (MSMED). For complete details about
outstanding dues to creditors of our Company, please see the website of our Company [Link].
The 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: [Link] would be doing so at their own risk.
WILFUL DEFAULTER OR FRAUDULENT BORROWERS
Our Promoters and Directors have not been identified as a willful defaulter or fraudulent borrowers in terms of
the SEBI ICDR Regulations as on the date of this Red Herring Prospectus.
Material Developments
Other than as stated in the section entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Material Developments Subsequent to the last financial year” on page 166 of this Red
Herring Prospectus, 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 taken as a whole or the value of our consolidated assets or our ability to pay our
liabilities within the next 12 months

182
 GOVERNMENT AND OTHER KEY APPROVALS

In view of the licenses, permissions, approvals, no-objections, certifications, registrations, (collectively

“Approvals”) from the Government of India and various statutory, regulatory, governmental authorities listed
below, our Company have received the necessary consents, licenses, permissions and approvals from the
Government and various governmental agencies required for our present business activities (as applicable on date
of this Red Herring Prospectus) and except as mentioned below, no further approvals are required for carrying on
our present business. It must be distinctly understood that in granting these Approvals, the Government of India
and other authority does not take any responsibility for our financial soundness or for the correctness of any of the
statements made or opinions expressed in this behalf.

The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our
Company to undertake its existing business activities. For further details in connection with the regulatory and
legal framework within which we operate, please refer “Key Industry Regulations and Policies” on page 128 of
this Red Herring Prospectus.

Following statement sets out the details of licenses, permissions and approvals obtained by the Company under
various Central and State Laws for carrying out its business.

(A) Approvals for the Offer

Corporate Approvals

1. The Board of Directors has, pursuant to a resolution passed at its meeting held on September 01, 2023
authorised the Offer subject to the approval of the shareholders of the Company under Section 62(1)(c)
of the Companies Act, 2013 and approvals by such other authorities as may be necessary.

2. The shareholders of the Company have, pursuant to a resolution dated September 21, 2023 passed in
the EGM under Section 62(1)(c) of the Companies Act, 2013 authorised the Offer.

In-principle approval from the Stock Exchange

1. The Company has obtained in-principle listing approval from the SME Exchange of the National
Stock Exchange of India dated March 5, 2024.

Agreements with CDSL and NSDL

1. The Company has entered into an agreement dated February 16, 2023 with the Central Depository
Services (India) Limited (“CDSL”) and the Registrar and Transfer Agent, who in this case is Bigshare
Services Private Limited, for the dematerialization of its shares.

2. Similarly, the Company has also entered into an agreement dated February 16, 2023 with the National
Securities Depository Limited (“NSDL”) and the Registrar and Transfer Agent, who in this case is
Bigshare Services Private Limited, for the dematerialization of its shares.

3. The Company's International Securities Identification Number (“ISIN”) is INE0OUW01013.

(B) Registration under the Companies Act, 2013:

183
 Sr. Authority Approval / Registration No. Applicable Nature of Date of Validity
No. Granting Laws Approvals Issue
Approval
1. Registrar of U74999MH2010PTC202712 Companies Certificate of May Valid, till
Companies, Act, 2013 Incorporation 03, Cancelled
Assistant 2010
Registrar of
Companies,
Mumbai,
Maharashtra

2. Registrar of U74999MH2010PTC202712 Companies Certificate of August Valid, till

Companies, Act, 2013 Incorporation 23, Cancelled
Assistant (pursuant to change 2017
Registrar of of name)
Companies,
Mumbai,
Maharashtra

3. Registrar of U74999MH2010PTC202712 Companies Certificate of January Valid, till

Companies, Act, 2013 Incorporation 06, Cancelled
Assistant (pursuant to change 2023
Registrar of of name)
Companies,
Mumbai,
Maharashtra

4. Registrar of U74999MH2010PLC202712 Companies Certificate of March Valid, till

Companies, Act, 2013 Incorporation 29, Cancelled
Assistant (pursuant to 2023
Registrar of conversion of
Companies, company)
Mumbai,
Maharashtra

(C) Registration under various Acts/Rules relating to Income Tax and Goods and Service Tax:

Sr. No. Description Authority Registration Number Date of Issue Validity

1. Permanent Income Tax AADCD4272D May 01, 2023 Valid, till
Account Number Department, Cancelled
(PAN) Government of India
2. Tax Deduction Income Tax MUMD18063D February 01, 2019 Valid, till
Account Number Department, Cancelled
(TAN)* Government of India
3. GST Registration Government of India 27AADCD4272D1ZW May 08, 2023 Valid, till
Certificate under cancelled
the provisions of
Central Goods and
Services Tax,
2017
(Maharashtra)

4. GST Registration Government of India 24AADCD4272D1Z2 May 11, 2023 Valid, till
Certificate under cancelled
the provisions of
Central Goods and
Services Tax,
2017 (Gujarat)

184
(D) Registration and Approvals under Statutory and Regulatory Act(s):

Sr. No. Description Authority Registration Number Date of Issue Validity

1. Certificate of Government of 27660776070P August 13, Valid till
Registration under Maharashtra 2010 cancelled
The Maharashtra
State, Tax on
Professions,
Trades, Callings
and Employment
Act, 1976**

2. Certificate of Government of 99541777249P July 11, 2016 Valid till

Enrolment under Gujarat cancelled
sub-section (2) of
Section 5 of the
Gujarat State, Tax
on Professions,
Trades, Callings
and Employment
Act, 1976

3. Allotment of Sub- Government of 35000381760000902 November 22, Valid till

Code under Maharashtra 2016 cancelled
Employees’ State
Insurance
Corporation Act,
1948**

4. Allotment of Sub- Government of 39350381760010902 April 10, 2023 Valid till

Code under Gujarat cancelled
Employees’ State
Insurance
Corporation Act,
1948*

5. Registration under Ministry of KDMAL0215733000 October 28, Valid till

Employee’s Labour and 2015 cancelled
Provident Funds Employment,
and Miscellaneous Government of
Provisions Act, India
1952**

6. Certificate of Ministry of 0310025541 July 13, 2010 Valid till

Importer- Exporter Commerce and cancelled
Code Industry/
Directorate
General of
Foreign Trade
7. UDYAM Ministry of UDYAM-GJ-25- September 25, Valid till
Registration Micro, 0001792 2020 cancelled
Certificate Small and
Medium
Enterprises,
Government of
India

8. Registration under Ministry of GOI/GJ/2023/5236 August 16, Valid till

the Legal Consumer 2023 cancelled
Metrology Affairs, Food and

185
Sr. No. Description Authority Registration Number Date of Issue Validity
(Packaged Public
Commodities), Distribution,
Rules 2011 Government of
India

9. Permission for Executive VPD-R/TECH- February 22, Valid till

installation of Engineer, 1/HT/RO/23/1199 2017 cancelled
equipment** Dakshin Gujarat
VIJ Company
Limited

10. No objection Sarpanch and N.A. January 09, Valid till

certificate issued Talathi Mantri, 2018 cancelled
by Gram Gram Panchayat
Panchayat Moti Moti Tambadi,
Tambadi* Vapi-Valsad

11. License for use as a Deputy Director, 34812 May 02, 2018 December 31,
factory under the Directorate 2027
Factories Act, Industrial Safety
1948* and Health, State
of Gujarat

12. Registration for Deputy Director, 3462/22201/2018 May 02, 2018 December 31,
use as a factory Directorate 2027
under the Factories Industrial Safety
Act, 1948* and Health, State
of Gujarat

13. Registration Chief Officer, 820233233/KE February 01, Valid till

Certificate under Government of Ward/Commercial II 2023 cancelled
Rule 5(1) of India and
Maharashtra Shop Government of
and Establishments Maharashtra
(Regulations of
Employment and
Conditions of
Service) Act,
2017#

14. Consent and Gujarat Pollution AWH-40319 January 21, January 12,
authorisation for Control Board 2020 2025
use and discharge
of trade/sewage
effluent and
emission due to
operation of
industrial plant
under Water
(Prevention and
Control of
Pollution) Act,
1974, Air
(Prevention and
Control of
Pollution) Act,
1981 and
Hazardous and
Other Wastes

186
 Sr. No. Description Authority Registration Number Date of Issue Validity
(Management and
Transboundary
Movement) Rules,
2016**
15. Certificate of Magnitude 23EQLT14 May 15, 2023 May 14, 2026
Registration for Management
quality Services Private
management Limited
system as per the
requirement of ISO
9001:2015

16. Certificate of Magnitude 23EELA16 May 15, 2023 May 14, 2026
Registration for Management
environment Services Private
management Limited
system as per the
requirement of ISO
9001:2015

17. Certificate of Talathi, PEP2505530001 October 10, September 30,

Registration under Government of 2023 2024
The Gujarat State, Gujarat
Tax on
Professions,
Trades, Callings
and Employment
Act, 1976

18. Certificate of Talathi, PEP2505530001 October 10, September 30,

Enrolment under Government of 2023 2024
The Gujarat State, Gujarat
Tax on
Professions,
Trades, Callings
and Employment
Act, 1976

19. Registration Talathi, 01 April 1, 2023 March 31,

Certificate under Government of 2024
the Gujarat Shop Gujarat
and Establishments
(Regulations of
Employment and
Conditions of
Service) Act, 2019
* All above-mentioned approvals are in the previous name of the Company i.e. Durlax India Private Limited. The
Company has or shall take appropriate steps to get its new name i.e. Durlax Top Surface Limited updated with all
above- mentioned authorities with whom it has the existing approvals.
** All above-mentioned approvals are in the previous name of the Company i.e. Durlax Archtech Private Limited.
The Company has or shall take appropriate steps to get its new name i.e. Durlax Top Surface Limited updated
with all above- mentioned authorities with whom it has the existing approvals.
# All above-mentioned approvals are in the previous name of the Company i.e. Durlax Top Surface Private
Limited. The Company has or shall take appropriate steps to get its new name i.e. Durlax Top Surface Limited
updated with all above- mentioned authorities with whom it has the existing approvals.
Note: Third Schedule of Notification dated July 08, 2021 by Urban Development and Urban Housing Department
bearing reference no. GH/V/68 OF 2021/AGN-102021-100-L1, the Company is not required to obtain an NOC
from the Fire Department/Authority. However, Company has obtained fire safety certificate by licensed authorised
agency.

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(E) Material Approvals not yet applied: Nil

(F) Material Approvals applied but not yet received: Nil

(G) Intellectual Property Related Approvals

The Company holds following Trademarks as on date of this Red Herring Prospectus:
Sr. Trademark Image Application No./Trademark No. Class Registration Valid
No. No. Upto
1-2 2630392 Under Class 1 November
2630393 Under Class 16 20, 2023*

3-7 2635691 Under Class 6 December

2635692 Under Class 17 02, 2023*
2635693 Under Class 19
2635694 Under Class 20
2635695 Under Class 27
8-9 2676216 Under Class 20 February
2676217 Under Class 27 11, 2024*
10- 3918121 Under Class 1 August
14 3918122 Under Class 17 16, 2028
3918123 Under Class 19
3918125 Under Class 27
15 2714307 Under Class 11 April 08,
2024*
16- 2152599 Under Class 1 May 31,
20 2152600 Under Class 17 2031
2152601 Under Class 19
2152602 Under Class 20
2152603 Under Class 27
21- 2152605 Under Class 17 May 31,
23 2152606 Under Class 19 2031
2152608 Under Class 27

24- 2604534 Under Class 10 September

25 2604535 Under Class 11 30, 2023*
26- 1973856 Under Class 1 June 01,
30 1973857 Under Class 17 2020*
1965762 Under Class 19
1973858 Under Class 20
1973859 Under Class 27
* These trademarks have expired as on date of filing this Red Herring Prospectus and no filing for renewal has
been made.

Pending Intellectual property related approvals Application:

Trademark Class of Registration Trademark Status of
Application and Application
Status
2152604 Under Class 1 Opposed
2152607 Under Class 20

1965761 Under Class 19 Opposed

4188762 Under Class 17 DI – MAC Opposed

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 Trademark Class of Registration Trademark Status of
Application and Application
Status

2676214 Under Class 17 Opposed

As on the date of filing of this Red Herring Prospectus, our Company has the filed for following trademarks, and
their current status is as given in the table below:
Sr No Application Number Class of Registration Satus of Application Trademark Image
1 6028481 Class 1 Objected
2 6028482 Class 17 Objected
Accepted and
3 6028483 Class 19 Advertised
Accepted and
4 6028484 Class 20 Advertised
Accepted and
5 6028485 Class 27 Advertised
Accepted and
6 6028486 Class 35 Advertised
Accepted and
7 6028487 Class 37 Advertised
8 5993497 Class 19 Objected
9 5993498 Class 20 Objected
10 5993499 Class 27 Registered
11 5993500 Class 35 Objected
Accepted and
12 5993501 Class 37 Advertised
13 5993495 Class 1 Objected
14 5993496 Class 17 Objected
15 5993562 Class 19 Objected
16 5993563 Class 20 Objected
Accepted and
17 5993564 Class 27 Advertised
18 5993565 Class 35 Objected
Accepted and
19 5993566 Class 37 Advertised
Accepted and
20 5993560 Class 1 Advertised
21 5993561 Class 17 Objected
22 6028474 Class 1 Objected
23 6028475 Class 17 Objected
Accepted and
24 6028476 Class 19 Advertised
25 6028477 Class 20 Objected
26 6028478 Class 27 Objected
Accepted and
27 6028479 Class 35 Advertised
28 6028480 Class 37 Objected

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 SECTION VIII-OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

Corporate Approvals

The Offer has been authorized by our Board of Directors pursuant to the resolution passed at its meeting dated
September 01, 2023, and the Offer has been authorised by our Shareholders pursuant to a special resolution passed
at their EGM dated September 21, 2023 authorised the Offer under Section 62(1)(c) of the Companies Act, 2013,
subject to approvals by such other authorities, as may be necessary. This RHP has been approved by our Board
for filing with the Stock Exchanges pursuant to the resolution passed at its meeting held on June 11, 2024. For
further details, see “The Offer” on page 52.

The Offer for sale has been authorised by the Promoter Selling Shareholder as follows:

Sr. No. Name of Promoter Selling Maximum Number of Date of Promoter

Shareholder Offered Shares(1)(2) Selling Shareholder’s
Consent Letter
1. Shravan Suthar 18,00,000 Equity shares September 01, 2023

In-principle Listing Approval

We have received in principle approval from National Stock Exchange of India Limited vide their letter dated
March 5, 2024 to use the name of National Stock Exchange of India Limited in the Red Herring Prospectus for
listing of our Equity Shares on EMERGE Platform of National Stock Exchange of India Limited. National Stock
Exchange of India Limited is the Designated Stock Exchange for the purpose of this Offer.

Prohibition by SEBI or Other Governmental Authorities

Our Company, Promoter Selling Shareholder, Promoter, members of the Promoter Group, Directors or persons in
control of the Promoter or the 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 on the date of this Red Herring Prospectus.

Prohibition by RBI

None of our Company, Promoter Selling Shareholder, Promoters, relatives of Promoters nor directors have been
identified as a willful defaulter or Fraudulent Borrower as defined under Regulation 2(1)(III) of the SEBI ICDR
Regulations.

None of our Company, Promoter Selling Shareholder, Promoters, relatives of Promoters or directors have been
declared as a fraudulent borrower by any bank, financial institution or lending consortium, in accordance with the
‘Master Directions on Fraud-Classification and Reporting by commercial banks and select FIs’ dated July 01,
2016, as updated, issued by the RBI.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, Promoter and members of the Promoter Group or Promoter Selling Shareholder, severally and not
jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as
amended, to the extent applicable, as on the date of this Red Herring Prospectus. Further, in view of the General
Circular No. 07/2018 dated September 06, 2018 and General Circular No. 08/2018 dated September 10, 2018
issued by the Ministry of Corporate of Affairs, Government of India (“MCA”), our Company, our Promoters, our
Promoter Group and our Promoter Selling Shareholder will ensure compliance with the SBO Rules, upon
notification of the relevant forms, as may be applicable to them.

Association with Securities Market

We confirm that none of our directors or the entities that our directors are associated with as promoters or directors
are in any manner are associated with the Securities Market in any manner and no action has been initiated against
our directors or any entity in which our Directors are associated with as promoter or directors.

190
Eligibility for this Offer

Our Company is an “Unlisted Company” in terms of the SEBI (ICDR) Regulation; and this Offer is an “Initial
Public Offer” in terms of the SEBI (ICDR) Regulations.

This Offer is being made in terms of Regulation 229 (2) of Chapter IX of the SEBI (ICDR) Regulations, 2018, as
amended from time to time, whereby, our Company whose post Offer face value capital will be more than ten
crores rupees and up to twenty-five crore rupees, shall Offer shares to the public and propose to list the same on
the Small and Medium Enterprise Exchange (“SME Exchange”), in this case being the SME Platform of National
Stock Exchange of India Limited i.e. NSE EMERGE.

As per Regulation 229(3) of the SEBI ICDR Regulations, our Company satisfies track record and/or other
eligibility conditions of SME platform of the NSE in accordance with the Restated Financial Statements, prepared
in accordance with the Companies Act and restated in accordance with the SEBI ICDR Regulations as below:

a) The Issuer should be a company incorporated under the Companies Act 1956/2013:

Our Company was incorporated on May 03, 2010, under the Companies Act, 1956.

b) The post offer paid up capital of the company (face value) shall not be more than ₹25.00 Crores.

The present paid-up capital of our Company is ₹ 12.43 Crore and we are proposing Offer of 60,00,000 equity
shares of face value of ₹ 10 each (“equity shares”) of the Company for cash at a price of ₹ [●] per equity
share (including a share premium of ₹ [●] per equity share) (“offer price”) aggregating up to ₹ [●] lakhs
comprising a fresh issue of 42,00,000 equity shares aggregating up to ₹ [●] lakhs by our company (“fresh
issue”) and an offer for sale of 18,00,000 equity shares aggregating up to ₹ [●] lakhs by our promoter selling
shareholder. Hence, our Post Offer Paid up Capital will be approximately ₹ 1,662.77 Lakh which will be
less than ₹ 25 Crore.

c) Track Record

Our Company has a track record of three years as on date of filing of this Red Herring Prospectus.

d) Operating Profits from Operations and Net-worth

The Company has operating profit (earnings before depreciation and tax) from operations for at least 2
financial years preceding the application and its net worth is positive.

Our Company’s net worth and Operating profits from operations (earnings before depreciation and tax),
based on the Restated Financial Statements included in this Red Herring Prospectus the last three Fiscals
ended March 31, 2024, 2023 and 2022 are set forth below:
(₹ in Lakhs)
Particulars As at As at As at
March 31, 2024 31.03.2023 31.03.2022
Operating Profit (earnings before
1,081.29 790.25 655.30
interest, depreciation and tax)
Share Capital 1,242.77 1,240.07 14.98
Add: Reserves & Surplus 941.61 431.14 1,277.29
Net Worth 2,184.38 1,671.21 1,292.27

e) The Company has not been referred to the Board for Industrial and Financial Reconstruction.
f) No petition for winding up is admitted by the court or a liquidator has not been appointed of competent
jurisdiction against the Company.
g) No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority
in the past three years against the company.
h) Our Company has a website: [Link]

Other Disclosures:

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a) We have disclosed all material regulatory or disciplinary action by a stock exchange or regulatory authority
in the past one year in respect of promoters/promoting Company(ies), group Company(ies), subsidiaries
companies promoted by the promoter/promoting Company(ies) of the applicant Company in the Red Herring
Prospectus.

b) There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit
holders, banks, FIs by the applicant, promoters/promoting Company(ies), Company(ies), companies
promoted by the promoters/promoting Company(ies) during the past three years. An auditor’s certificate will
be provided by the issuer to the exchange, in this regard.

c) We have disclosed the details of the applicant, Promoters/Promoting Company(ies), Group Company(ies),
subsidiaries, companies promoted by the promoters/promoting Company(ies) litigation record, the nature of
litigation, and status of litigation. For details, please refer the chapter “Outstanding Litigation & Material
Developments” on page 175 of this Red Herring Prospectus.

d) We have disclosed all details of the track record of the directors. For Details, refer the chapter “Outstanding
Litigation & Material Developments” on page 175 of this Red Herring Prospectus.

As per Regulation 230 (1) of the SEBI ICDR Regulations, our Company has ensured that:

• The Red Herring Prospectus has been filed with NSE and our Company has made an application to NSE for
listing of its Equity Shares on the NSE EMERGE platform. NSE is the Designated Stock Exchange.

• To facilitate trading in demat securities; the Company had signed the following tripartite agreements with the
Depositories and the Registrar and Share Transfer Agent:

a. Tripartite agreement dated February 16, 2023, with NSDL, our Company and Registrar to the Offer;
b. Tripartite agreement dated February 16, 2023, with CDSL, our Company and Registrar to the Offer;
c. The Company’s shares bear an ISIN: INE0OUW01013

• The entire pre-Offer capital of our Company has fully paid-up Equity Shares and the Equity Shares proposed
to be issued pursuant to this IPO will be fully paid-up.

• The entire Equity Shares held by the Promoters have been in dematerialised form.

• The entire fund requirement is to be funded from the proceeds of the Offer, 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 amounts to be raised through the proposed Offer. The fund requirement and deployment are
based on internal management estimates and have not been appraised by any bank or financial institution.
For details, please refer the chapter “Objects of the Offer” on page 87 of this Red Herring Prospectus.

We further confirm that we shall be complying with all the other requirements as laid down for such offer under
Chapter IX of SEBI (ICDR) Regulations and subsequent circulars and guidelines issued by SEBI and the Stock
Exchange.

In accordance with regulation 268(1) of the SEBI (ICDR) Regulations, we shall ensure that the total number of
proposed allottees in the offer is greater than or equal to fifty, otherwise, the entire application money will be
refunded forthwith. If such money is not repaid within four days from the date our company becomes liable to
repay it, then our company and every officer in default shall, on and from expiry of four days, be liable to repay
such application money, with interest as prescribed under section 40 of the Companies Act, 2013.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE 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 RED HERRING PROSPECTUS.

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THE BOOK RUNNING LEAD MANAGER, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN
THE RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS
TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT
IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE RED HERRING PROSPECTUS, PROMOTER SELLING SHAREHOLDER
WILL BE RESPONSIBLE FOR THE STATEMENTS SPECICALLY CONFIRMED OR UNDERTAKEN
BY IT IN THIS RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER ARE
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES
ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BOOK RUNNING LEAD MANAGER HAVE FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED SEPTEMBER 30, 2023 IN THE FORMAT PRESCRIBED UNDER SCHEDULE
V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF SECURITIES AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.

THE FILING OF THE 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 OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP AT ANYPOINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER,
ANY IRREGULARITIES OR LAPSES IN THE RED HERRING PROSPECTUS.

Note:

All legal requirements pertaining to the Offer will be complied with at the time of registration of the Red Herring
Prospectus with the Registrar of Companies, Mumbai in terms of Section 26 of the Companies Act, 2013.

Disclaimer from our Company, Promoter Selling Shareholder, Directors and the Book Running Lead
Manager

Our Company, Promoter Selling Shareholder, the Directors and the Book Running Lead Manager accept no
responsibility for statements made otherwise than those contained in this Red Herring Prospectus or, in the
advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any
other source of information would be doing so at their own risk.

None amongst our Company is liable for any failure in (i) uploading the Applications due to faults in any software/
hardware system or otherwise; or (ii) the blocking of Applications Amount in the ASBA Account on receipt of
instructions from the Sponsor Bank on account of any errors, omissions or non-compliance by various parties
involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.

All information shall be made available by our Company, and the Book Running Lead Manager to the public and
investors at large and no selective or additional information would be available for a section of the investors in
any manner whatsoever including at road show presentations, in research or sales reports, at collection centres or
elsewhere.

The Book Running Lead Manager and their respective associates and affiliates may engage in transactions with,
and perform services for, our Company, our Promoter Group, or any 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 or become customers to our Company, our Promoter Group, affiliates or associates or
third parties for which they have received and may in the future rec
ive compensation.

Disclaimer in Respect of Jurisdiction

This offer is being made in India to persons resident in India (including Indian nationals resident in India who are

193
not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and
authorized to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law
and who are authorized under their constitution to hold and invest in shares, public financial institutions as
specified in Section 2(72) of the Companies Act, 2013, VCFs, state industrial development corporations, insurance
companies registered with Insurance Regulatory and Development Authority, provident funds (subject to
applicable law) with minimum corpus of ₹ 2,500 Lakhs, pension funds with minimum corpus of ₹ 2,500 lakhs and
the National Investment Fund, and permitted non- residents including FPIs, Eligible NRIs, multilateral and
bilateral development financial institutions, FVCIs and eligible foreign investors, provided that they are eligible
under all applicable laws and regulations to hold Equity Shares of the Company. The Red Herring Prospectus does
not, however, constitute an invitation to purchase shares issued hereby in any jurisdiction other than India 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. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in
Mumbai only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
forthat purpose, except that this Red Herring Prospectus has been filed with National Stock Exchange of India
Limited for its observations and National Stock Exchange of India Limited shall give its observations in due course.
Accordingly, the Equity Shares represented hereby may not be offered or sold, 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. Neither the delivery of this Red Herring Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of our Company since
the date hereof or that the information contained herein is correct as of any time subsequent to this date.

The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

Further, each applicant where required agrees that such applicant will not sell or transfer any Equity Shares or
create any economic interest therein, including any off-shore derivative instruments, such as participatory notes,
issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable
laws, legislations and Red Herring Prospectus in each jurisdiction, including India.

Disclaimer Clause of the Emerge Platform of NSE

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/2924 dated March 05, 2024,
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.

Disclaimer clause under rule 144A of the U.S. Securities act, 1993

The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United
States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities Act),
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the

194
Securities Act. Accordingly, the Equity Shares will be offered and sold (i) in the United States only to “qualified
institutional buyers”, as defined in 205 Rule 144A of the Securities Act, and (ii) outside the United States in offshore
transactions in relianceon Regulation S under the Securities Act and in compliance with the applicable laws of the
jurisdiction where those offers and sales occur.

Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions
in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those
offers and sales occur.

The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction. Further, each applicant, wherever requires,
agrees that such applicant will not sell or transfer any Equity Share or create any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any
similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction,
including India.

Filing

This Red Herring Prospectus is being filed with NSE of India Limited, Exchange Plaza, Plot No. C/1, G Block,
Bandra- Kurla Complex, Bandra (East), Mumbai- 400051, Maharashtra

Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018, the copy of the Offer Document shall also be
furnished to the SEBI in a soft copy. However, SEBI will not issue any observation on the Offer Document in
terms of Regulation 246(2) of the SEBI (ICDR) Regulations, 2018. Pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of the Offer Document will be filed online
through SEBI Intermediary portal at [Link]

A copy of the Red Herring Prospectus along with the documents required to be filed under Section 32 of the
Companies Act, 2013 and copy of the Prospectus to be filed under 26 of the Companies Act, 2013 would be filed
with the RoC and through the electric portal at [Link]

Listing

Application will be made to the “National Stock Exchange of India Limited” for obtaining permission to deal in
and for an official quotation of our Equity Shares. National Stock Exchange of India Limited will be the Designated
Stock Exchange, with which the Basis of Allotment will be finalized.

The National Stock Exchange of India Limited has given its in-principle approval for using its name in the Offer
Document vide its letter no. NSE/LIST/2924 dated March 5, 2024.

If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the SME Platform
of National Stock Exchange of India Limited, our Company will forthwith repay, without interest, all moneys
received from the bidders in pursuance of the Red Herring Prospectus. If such money is not repaid within 4 days
after our Company becomes liable to repay it (i.e. from the date of refusal or within 15 working days from the
Offer Closing Date), then our Company and every Director of our Company who is an officer in default shall, on
and from such expiry of 4 days, be liable to repay the money, with interest at the rate of 15 per cent per annum on
application money, as prescribed under section 40 of the Companies Act, 2013.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Emerge Platform of National Stock Exchange of India Limited mentioned above
are taken within six Working Days from the Offer Closing Date.

Disposal of Investor Grievances by our Company

Our Company has constituted a Stakeholders’ Relationship Committee to review and redress the shareholders and
investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends,
approve subdivision, consolidation, transfer and issue of duplicate shares. For details, please refer to the chapter

195
titled “Our Management” beginning on page 142 of this Red Herring Prospectus.

Our Company estimates that the average time required by our Company or the Registrar to the Offer for the
redressal of routine investor grievances shall be Ten (10) Working Days from the date of receipt of the complaint.
In case of complaints that are not routine or where external agencies are involved, our Company will seek to
redress these complaints as expeditiously as possible.

Our Company has appointed Komal Birla, as the Company Secretary & Compliance Officer to redress complaints,
if any, of the investors participating in the Offer. Contact details for our Company Secretary and Compliance
Officer are as follows:

Komal Birla
Company Secretary and Compliance Officer
Durlax Top Surface Limited
301, Jaisingh Commonspace, Dayal Das Road, FP362 W.E. Highway, Vile Parle (East), Mumbai – 400
057, Maharashtra, India
Tel No.: +91-75067 99831
Website: [Link]
Email id: cs@[Link]

Investors can contact the Compliance Officer 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 intimations and non-receipt of funds by electronic mode. Pursuant to
the press release no. PR. No. 85/2011 dated June 8, 2011, SEBI has launched a centralized web-based complaints
redress system “SCORES”.

This would enable investors to lodge and follow up their complaints and track the status of redressal of such
complaints from anywhere. For more details, investors are requested to visit the website [Link]. As
on the date of this Red Herring Prospectus there are no pending investor complaints. Our Company has not received
any investor complaint in the three years prior to the filing of this Red Herring Prospectus.

Promoter Selling Shareholder has authorized Company to take all actions in respect of the Offer for Sale; and on
its behalf in accordance with Section 28 of the Companies Act, 2013.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act 2013, which is reproduced below:

“Any person who –

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities, or
(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or
to any other person in a fictitious name, shall be liable for action under section 447.”

The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least ₹
1.00 million or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term
which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount
involved in the fraud, extending up to three times such amount (provided that where the fraud involves public
interest, such term shall not be less than three years). Further, where the fraud involves an amount less than ₹1.00
million or one per cent of the turnover of the company, whichever is lower, and does not involve public interest,
any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years
or with fine which may extend to ₹ 5.00 million or with both.

Consents

Consents in writing of: (a) Directors, the Promoters, Promoter Selling Shareholder, the Company Secretary &

196
Compliance Officer, Chief Financial Officer, Statutory & Peer Review Auditor, Banker to the Company and (b)
Book Running Lead Manager, Registrar to the Offer, Chartered Engineer, the Syndicate Members*, Bankers to
the Offer/Escrow Bank*, Public Offer Account Bank(s)*, Sponsor Bank(s) and Refund Bank(s)*, Underwriter*,
Market Maker*, Banker to the Offer*, and Legal Advisor to the Offer, to act in their respective capacities have
been obtained and shall be filed along with a copy of the Red Herring Prospectus with the RoC, as required under
Sections 26 and 32 of the Companies Act, 2013 and such consents shall not be withdrawn up to the time of delivery
of the Red Herring Prospectus for registration with the RoC. Our Auditors have given their written consent to the
inclusion of their report in the form and context in which it appears in this Red Herring Prospectus and such consent
and report shall not be withdrawn up to the time of delivery of the Red Herring Prospectus and Red Herring
Prospectus and Prospectus for filing with the RoC.

* The aforesaid will be appointed prior to filing of the Red Herring Prospectus with RoC and their consents as
above would be obtained prior to the filing of the Red Herring Prospectus with RoC.

In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, [Link] & Associates,
Chartered Accountants, have provided their written consent to the inclusion of their (1) Examination Report on
Restated Financial Statements, (2) Restated Financial Statements and (3) Report on Statement of Possible Tax
Benefits, which may be available to the Company and its shareholders, included in this Red Herring Prospectus in
the form and context in which they appear therein and such consents and reports have not been withdrawn up to
the time of filing 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 from the Statutory & Peer review Auditor namely, N K Mittal and Associates, Chartered Accountants to
include their name as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this Red Herring
Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013 in respect to their (1) Report
on Restated Financial Statements and (2) Report on Statement of Possible Tax Benefits and issued by them,
included in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red
Herring Prospectus.

Our Company has received written consent dated May 15, 2024, from the independent chartered engineer namely,
M/s. M-Tech Services LLP, to include his name in this Red Herring Prospectus and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013, to the extent and in his capacity as a chartered engineer, in
relation to his certificate dated May 1, 2024, certifying the capacity utilisation of the manufacturing facility 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 the U.S. Securities Act.

Stock Market data for our Equity Shares of our Company

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Offer is an “Initial Public
Offering” in terms of the SEBI (ICDR) Regulations. Thus, there is no stock market data available for the Equity
Shares of our Company.

197
Price Information and track record of past issues handled by the Book Running Lead Manager

Expert Global Consultants Private Limited

Sr Issuer Issue Issue Listing Openi +/-% +/-% +/-%

. Company Size (₹ price date ng change change in change
No Name in price in closing in
. Lakhs) on closing price, [+/- closing
listing price, % price,
date [+/-% change in [+/-%
change closing change
in benchma
closing rk]- 90th in
benchm calendar closing
ark]- days benchm
30thcale from ark]-
ndar listing 180th
days calendar
from days
listing from
listing
SME - IPO
1. Rite Zone Novem
-7.99%; -11.56%; -19.21%;
Chemcon India 896.40 75.00 ber 11, 82.85
[0.80%] [-2.60%] [-0.46%]
Limited 2022
2. Dollex Decem
15.24%; -12.70%; 18.10%;
Agrotech 2,438.80 35.00 ber 28, 30.00 [3.00%]
[-1.27%] [-6.27%]
Limited 2022
3. Sonalis June
Consumer 19, 85.59%; 69.65% -17.29%;
283.20 30.00 38.00
Products 2023 [5.30%] [7.66%] [14.40%]
Limited
4. Zeal Global August
3,646.2 147.0 57.11%; 32.52%,]; 16.29%;
Services 103.00 9, 2023 [-1.12%]
0 0 [0.48%] [10.90%]
Limited
5. Mangalam 5,491.2 October -34.54%; -32.70%; -55.46%;
80.00 80.00
Alloys Limited 0 4, 2023 [-1.56%] [11.86%] [14.87%]
6. Royal Sense March
16.10%;
Limited 986.00 68.00 19, 129.2 NA NA
[1.51%]
2024
7. K2 Infragen 4,054.0 April 8, 167.0 -18.96%;
119.00 NA NA
Limited 9 2024 0 [-1.61%]
8. Jay Kailash April 8, -12.59%;
1192.53 73.00 85.00 NA NA
Limited 2024 [-1.61%]
MAIN BOARD - IPO
NIL
For details regarding the track record of the BRLM, as specified in Circular reference CIR/MIRSD/1/2012 dated
January 10, 2012, issued by SEBI, please see the website [Link]
Notes:
(a) Source: [Link] for the price information
(b) Wherever 30th/90th/180th calendar day from the listing day is a holiday, the closing data of the next
trading day has been considered.
(c) The Nifty 50 index is considered as the benchmark index.

198
Summary statement of price information of past public issues handled by BRLM:

Expert Global Consultants Private Limited

Financial Total Total Nos. of IPOs Nos. of IPOs trading Nos. of IPOs Nos. of IPOs
Year no. of Funds trading at at premium- 30th trading at trading at
IPOs* Raised (₹ discount- 30th calendar discount- 180th premium- 180th
In Lakh) calendar days from listing calendar calendar
days from listing days from listing days from listing
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
2022-23 2 3,335.20 – – 1 – – 1 – – 1 – – 1
2023-24 4 10,406.60 - 1 – 2 - 1 1 – 1 – – 1
2024-25# 2 5246.62 - - 2 - - - - - - - - -

*The information is as on the date of the document. The information for each of the financial years is based on
issues listed during such financial year.
#
These IPO’s have not yet completed 180 Calendar days from the date of Listing.

Track record of past issues handled by the Book Running Lead Manager

For details regarding the track record of the BRLM, as specified in Circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by SEBI, please see the website [Link]

199
Previous Rights and Public Offers

Except as stated in the section titled “Capital Structure” beginning on page 71 of this Red Herring Prospectus, we
have not made any previous rights and/or public offers during last five years, and are an “Unlisted Issuer” in terms
of the SEBI (ICDR) Regulations and this Offer is first “Initial Public Offering” in terms of the SEBI (ICDR)
Regulations.

Commission and Brokerage on previous offers

Since this is the initial public offer of the Equity Shares by our Company, no sum has been paid or has been payable
as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of our
Equity Shares in the last five years.

Capital Issue during the previous three years by Issuer Company and Listed Group Companies /
Subsidiaries / Associates

Our Company has not made any capital issues during the three years preceding the date of this Red Herring
Prospectus. Further, our Company does not have any listed group companies, subsidiaries or associates.

Performance vis-à-vis Objects for our Company and/or Listed Subsidiary Company and/or listed Promoter
Company

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations and this Offer is an “Initial Public
Offering” in terms of the SEBI (ICDR) Regulations. Therefore, data regarding performance vis-à-vis objects is
not applicable to us. Further, as on date of this Red Herring Prospectus our Company has no any listed corporate
promoters and no listed subsidiary company.

Outstanding Debentures, Bonds, Redeemable Preference Shares and other instruments issued by the
Company

The Company has no outstanding debentures or bonds. The Company has not issued any redeemable preference
shares or other instruments in the past.

200
 SECTION IX – OFFER RELATED INFORMATION

TERMS OF THE OFFER

The Equity Shares being Allotted pursuant to this Offer shall be subject to the provisions of the Companies Act,
2013, SEBI (ICDR) Regulations, 2018, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of
Association and Articles of Association, the terms of the Red Herring Prospectus, the Red Herring Prospectus, the
Prospectus, the Abridged Prospectus, Application Form, any Revision Form, the CAN/Allotment Advice and other
terms and conditions as may be incorporated in the Allotment Advice and other documents/certificates that may
be executed in respect of the Offer. The Equity Shares shall also be subject to laws as applicable, guidelines, rules,
notifications and regulations relating to the issue of capital and listing and trading of securities issued from time
to time by SEBI, the Government of India, the FIPB, the Stock Exchange, the RBI, RoC and/or other authorities,
as in force on the date of the Offer and to the extent applicable or such other conditions as may be prescribed by
SEBI, the RBI, the Government of India, the FIPB, the Stock Exchange, the RoC and any other authorities while
granting their approval for the Offer.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and
the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors (Except Anchor
investors) applying in a public issue shall use only Application Supported by Blocked Amount (ASBA) facility
for making payment. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 08, 2019, Retail Individual Investors applying in public issue may use either Application Supported by
Blocked Amount (ASBA) process or UPI payment mechanism by providing UPI ID in the Application Form which
is linked from Bank Account of the investor.

Further vide the said circular Registrar to the Offer and Depository Participants have also been authorized to collect
the Application forms. Investors may visit the official website of the concerned stock exchange for any information
on operationalization of this facility of form collection by the Registrar to the Offer and Depository Participants
as and when the same is made available.

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of the Companies Act 2013, our Memorandum
and Articles of Association, SEBI ICDR Regulations, SCRA and shall rank pari-passu in all respects including
dividend with the existing Equity Shares including rights in respect of dividends and other corporate benefits, if
any, declared by after the date of Allotment Companies Act, 2013 and the Articles. For further details, please refer
to the section titled “Main Provisions of Articles of Association” beginning from page 248 of this Red Herring
Prospectus.

Authority for the Offer

This Offer has been authorized by a resolution of the Board passed at their meeting held on September 1, 2023,
subject to the approval of shareholders through a special resolution to be passed pursuant to section 62(1)(c) of the
Companies Act, 2013. The shareholders have authorized the Offer by a special resolution in accordance with
Section 62(1)(c) of the Companies Act, 2013 passed at the EGM of the Company held on September 21, 2023.

Mode of Payment of Dividend

The declaration and payment of dividend, if declared, will be as per the provisions of Companies Act, 2013, SEBI
Listing Regulations and any other guidelines or directions which may be issued by the Government in this regard,
the Memorandum and Articles of Association, and recommended by the Board of Directors and approved by the
Shareholders at their discretion and will depend on a number of factors, including but not limited to earnings, capital
requirements and overall financial condition of our Company. For further details, “Dividend Policy” and “Main
Provisions of Articles of Association” beginning on page 162 and 248 respectively of this Red Herring Prospectus.

Face Value, Offer Price, Floor Price and Price Band

The face value of each Equity Share is ₹ 10 and the Offer Price at the lower end of the Price Band is ₹ [●] per Equity
Share and at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹ [●] per
Equity Share.

201
 The Price Band and the Bid Lot will be decided by our Company and Promoter Selling Shareholder in consultation
with the BRLM, and published by our Company in all edition of Financial Express (a widely circulated English
national daily newspaper), all edition of Jansatta (a widely circulated Hindi national daily newspaper) and Mumbai
edition of the Marathi Regional newspaper, each with wide circulation at least two Working Days prior to the
Bid/Offer Opening Date, and shall be made available to the Stock Exchange for the purpose of uploading the same
on their website. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap
Price shall be pre-filled in the Bid-cum-Application Forms available at the website of the Stock Exchange. The Offer
Price shall be determined by our Company and Promoter Selling Shareholder in consultation with the BRLM, after
the Bid/Offer Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of
the Book Building Process.

At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to
applicable laws.

Compliance with SEBI (ICDR) Regulations, 2018

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our Company shall
comply with all disclosure and accounting norms as specified by SEBI from time to time.

Compliance with disclosure and accounting norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders
shallhave the following rights:

• Right to receive dividend, if declared;

• Right to receive Annual Reports and notices to members;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the
CompaniesAct;
• Right to receive Issue 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 of the Equity Shares, subject to applicable laws including any RBI rules and
regulations;and
• Such other rights, as may be available to a shareholder of a listed public limited company under the Companies
Act,2013, the terms of the SEBI Listing Regulations, and our Memorandum of Association and 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 or splitting, please refer to the section
titled “Main Provisions of Articles of Association” beginning on page 248 of this Red Herring Prospectus.

Allotment only in Dematerialised Form

Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
allotted only in dematerialized form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only
be in dematerialized form. In this context, two agreements have been signed amongst our Company, the respective
Depositories and the Registrar to the Offer:

a. Tripartite agreement dated February 16, 2023 between our Company, NSDL and the Registrar to the Offer.
b. Tripartite agreement dated February 16, 2023 between our Company, CDSL and the Registrar to the Offer.
c. The Company’s shares bear an ISIN: INE0OUW01013.

Market Lot and Trading Lot

202
Trading of the Equity Shares will happen in dematerialised form, the minimum contract size of 2,000 Equity Shares
in terms of the SEBI circular no. CIR/MRD/DSA/06/2012 dated February 21, 2012 and the same may be modified
by NSE from time to time by giving prior notice to investors at large. Allocation and allotment of Equity Shares
through this Offer will be done in multiples of 2,000 Equity Share subject to a minimum allotment of 2,000 Equity
Sharesto the successful Applicants. Further, in accordance with SEBI (ICDR) Regulations the minimum application
size in terms of number of specified securities shall not be less than Rupees One Lakh per application.

Minimum Number of Allottees

In accordance with Regulation 268(1) of SEBI (ICDR) Regulations, the minimum number of allottees in this Offer
shall be 50 shareholders. In case the minimum number of prospective allottees is less than 50, no allotment will be
made pursuant to this Offer and the monies blocked by the SCSBs shall be unblocked within 4 working days of
closure of Offer.

Jurisdiction

Exclusive jurisdiction for the purpose of this Offer is with the competent courts/authorities in Mumbai.
The Equity Shares have not been and will not be, registered under the U.S. Securities Act 1933, as amended
(the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within
the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the
Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold outside the United
States in compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction where those
offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

Joint Holders

Where two or more persons are registered as the holders of the Equity Shares, they shall be deemed to hold the same
as joint with benefits of survivorship.

Nomination facility to Bidders

In accordance with Section 72(1) & 72(2) of the Companies Act, 2013, the sole or first applicant, along with other
joint applicant, may nominate any one person in whom, in the event of the death of sole applicant or in case of joint
applicant, death of all the applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person,
being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance
with Section 72(3) of the Companies Act, 2013, be entitled to the same advantages to which he or she would be
entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s)
may make a nomination to appoint, in accordance to Section 72(4) of the Companies Act, 2013, any person to
become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand
rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh
nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request
at the Registered Office of our Company or to the Registrar and Transfer Agents of our Company.

In accordance with Articles of Association of the 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, the Board of Directors 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 ninety
days, the Board of Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in
respect of the Equity Shares, until the requirements of the notice have been complied with.

203
 Since the Allotment of Equity Shares in the Offer will be made only in dematerialized mode there is no need to make
a separate nomination with our Company. Nominations registered with respective Depository Participant of the
Applicant would prevail. If the Applicant wants to change the nomination, they are requested to inform their
respective Depository Participant.

Withdrawal of the Offer

Our Company and Promoter selling shareholder in consultation with the Book Running Lead Manager, reserve
the right not to proceed with the Fresh Issue reserve, the right not to proceed with the Offer for Sale, in whole or
in part thereof, to the extent of Offered Shares, at any time after the Offer Opening Date but before the Board
meeting for Allotment. In such an event our Company would issue a public notice in the newspapers, in which the
pre-Offer advertisements were published, within two days of the Offer Closing Date or such other time as may be
prescribed by SEBI, providing reasons for not proceeding with the Offer. The Book Running Lead Manager,
through the Registrar to the Offer, shall notify the SCSBs and Sponsor Bank (in case of RII’s using the UPI
Mechanism), to unblock the bank accounts of the ASBA Applicants and the Escrow Collection Bank to release
the Application Amounts to the Anchor Investors, if applicable, within one day of receipt of such notification. Our
Company shall also promptly inform the same to the Stock Exchange on which the Equity Shares were proposed
to be listed.

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) the final RoC approval of the
Red Herring Prospectus after it is filed with the RoC. If our Company and Promoter selling shareholder, in
consultation with the Book Running Lead Manager withdraw the Offer after the Application/ Offer Closing Date
and thereafter determine that it will proceed with public Offer of the Equity Shares, our Company shall file a fresh
Red Herring Prospectus with the Stock Exchange.

Bid/Offer Program

BID/OFFER OPENS ON Wednesday, June 19, 2024*

BID/OFFER CLOSE ON Friday, June 21, 2024**
*Our Company and Promoter Selling Shareholder may, in consultation with the Book Running Lead Manager,
consider participation by Anchor Investors. The Anchor Investor Bid/ Offer Period will be one Working Day prior
to the Bid/ Offer Opening Date in accordance with the SEBI ICDR Regulations.
**Our Company and Promoter Selling Shareholder may, in consultation with the Book Running Lead Manager,
consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance
with the SEBI ICDR Regulations.

The Anchor Investor Bid/ Offer Period will be one Working Day prior to the Bid/ Offer Opening Date i.e., Tuesday,
June 18, 2024 in accordance with the SEBI ICDR Regulations.

1) In terms of regulation 265 of SEBI (ICDR) Regulation, 2018, the offer shall be open after at least three workingdays
from the date of filing the Red Herring Prospectus with the Registrar of Companies.
2) In terms of regulation 266(1) of SEBI (ICDR) Regulation, 2018, Except as otherwise provided in these regulations,
the public offer shall be kept open for at least three working days and not more than ten working days.
3) In terms of regulation 266(2) of SEBI (ICDR) Regulation, 2018, In case of a revision in the price band, the issuer
shall extend the bidding (Offer) period disclosed in the red herring prospectus, for a minimum period of three
working days, subject to the provisions of sub-regulation (1) is applicable to our company as this is Book Building
issue.
4) In terms of regulation 266(3) of SEBI (ICDR) Regulation, 2018, in case of force majeure, banking strike or similar
circumstances, our company may, for reasons to be recorded in writing, extend the Offer period disclosed in the
Red Herring Prospectus, for a minimum period of three working days, subject to the provisions of sub-regulation
266(1).

An indicative timetable in respect of the Offer is set out below:

Event Indicative Date

Offer Closing Date Friday, June 21, 2024
Finalization of Basis of Allotment with NSE On or about, Monday, June 24, 2024

204
 Event Indicative Date
Initiation of Refunds / unblocking of funds from On or about, Tuesday, June 25, 2024
ASBA Account*
Credit of Equity Shares to demat account of the On or about, Tuesday, June 25, 2024
Allottees
Commencement of trading of the Equity Shares on On or about, Wednesday, June 26, 2024
NSE
** In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted
ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid
Amount, whichever is higher from the date on which the request for cancellation/withdrawal/deletion is placed in
the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of
multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall
be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except
the original application amount, whichever is higher from the date on which such multiple amounts were blocked
till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be
compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher
from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in
unblocking of nonallotted/ partially allotted Bids, exceeding four 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 four Working Days from the Bid/Offer Closing Date
by the SCSB responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify
and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be
compensated in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated
February 15, 2018, SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, which for the avoidance of doubt, shall be deemed to
be incorporated in the deemed agreement of the Company with the SCSBs, to the extent applicable.

The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

The above timetable is indicative and does not constitute any obligation on our Company or the Book Running
Lead Manager.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on NSE is taken within six Working Days from the Offer Closing
Date, the time table may change due to various factors, such as extension of the Offer Period by our Company or
any delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of
trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance with the
applicable laws.

The SEBI is in the process of streamlining and reducing the post offer timeline for initial public offerings. Any
circulars or notifications from the SEBI after the date of the Red Herring Prospectus may result in changes to the
above-mentioned timelines. Further, the Offer procedure is subject to change to any revised circulars issued by the
SEBI to this effect. The BRLM will be required to submit reports of compliance with listing timelines and
activities, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay
and the reasons associated with it.

Applications and any revision to the same shall be accepted only between 10.00 a.m. and 5.00 p.m. (IST) during
the Offer Period. On the Offer Closing Date, the Applications and any revisionto the same shall be accepted
between 10.00 a.m. and 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges, in case of
Applications by Retail Individual Applicants after taking into account the total number of applications received up
to the closure of timings and reported by the Book Running Lead Manager to the Stock Exchange. It isclarified that
Applications not uploaded on the electronic system would be rejected. Applications will be accepted only on

205
Working Days, i.e., Monday to Friday (excluding any public holiday).

Due to limitation of time available for uploading the Applications on the Offer Closing Date, the Applicants are
advised to submit their Applications one day prior to the Offer Closing Date and, in any case, no later than 5.00 p.m.
(IST) on the Offer Closing Date. All times mentioned in this Red Herring Prospectus are Indian Standard Times.
Applicantsare cautioned that in the event a large number of Applications are received on the Offer Closing Date, as
is typically experienced in public Issues, some Applications may not get uploaded due to lack of sufficient time.
Such Applications that cannot be uploaded will not be considered for allocation under the Offer. Applications will
be accepted only on Business Days. Neither our Company nor the Book Running Lead Manager is liable for any
failure in uploading the Applications due to faults in any software/hardware system or otherwise.

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 SCSB’s shall unblock such applications by the closing
hours of the Working Day.

In terms of the UPI Circulars, in relation to the Offer, the BRLM will be required to submit reports of compliance
withtimelines and activities prescribed by SEBI in connection with the allotment and listing procedure within six
working Days from the Bid/ Offer Closing Date, identifying non-adherence to timelines and processes and an
analysis of entities responsible for the delay and the reasons associated with it.

In case of force majeure, banking strike or similar circumstances, the issuer may, for reasons to be recorded
in writing, extend the bidding (Offer) period disclosed in the red herring prospectus (in case of a book built
issue) or the Offer period disclosed in the prospectus (in case of a fixed price issue), for a minimum period
of three working days, subject to the Bid/ Offer Period not exceeding 10 working days.

In case of any delay in unblocking of amounts in the ASBA Accounts exceeding four Working Days from the
Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration
of delay exceeding four Working Days from the Bid / Offer Closing Date by the intermediary responsible for
causingsuch delay in unblocking. The Book Running Lead Manager shall, in their sole discretion, identify and fix
the liability of such intermediary or entity responsible for such delay in unblocking.

Separately, the following compensation mechanism shall be applicable for investor grievances in relation to Bids
made through the UPI Mechanism, for which the relevant SCSBs shall be liable to compensate the investor:

Scenario Compensation amount Compensated on period

Delayed unblock for cancelled / ₹ 100 per day or 15% per annum From the date on which the request
withdrawn / deleted of the Bid Amount, whichever is for cancellation / withdrawal /
applications higher deletion is placed on the bidding
platform of the Stock Exchange till
the date of actual unblock

Blocking of multiple amounts for Instantly revoke the blocked From the date on which multiple
the same Bid made through the funds other than the original amounts were blocked till the date
UPI Mechanism application amount and ₹ 100 per of actual unblock
day or 15% per annum of the total
cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount than the Instantly revoke the difference From the date on which the funds
Bid Amount amount, i.e., the blocked amount to the excess of the Bid Amount
less the Bid Amount and ₹ 100 were blocked till the date of actual
per day or 15% per annum of the unblock
difference amount, whichever is
higher
Delayed unblock for non- ₹ 100 per day or 15% per From the Working Day
Allotted /partially Allotted annum of the Bid Amount, subsequent to the finalization of
applications whichever is higher the Basis of Allotment till the
date of actual Unblock

206
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 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 theperiod
ranging from the day on which the investor grievance is received till the date of actual unblock.

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. [Indian Standard Time
(“IST”)] during the Bid / Offer Period (except on the Bid / Offer Closing Date) at the Bidding Centers as mentioned
on the Application Form except that:

on the Bid / Offer Closing Date:

(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by Retail
Individual Bidders.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw
or lower the size of their applications (in terms of the quantity of the Equity Shares or the Applications Amount)
atany stage. Retail Individual Applicants can revise or withdraw their Applications prior to the Offer Closing Date.
Except Allocation to Retail Individual Investors, Allocation in the Offer will be on a proportionate basis.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or the
electronic Application Form, for a particular Applicant, the details as per the file received from the Stock Exchange
may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical or electronic Application Form, for a particular ASBA Applicant,
the Registrar to the Offer shall ask the relevant SCSB or the member of the Syndicate for rectified data.

Minimum Subscription

In terms of Regulation 260(1) of the SEBI (ICDR) Regulations, 2018, the Offer is 100% underwritten, so this
Offer is not restricted to any minimum subscription level. For details of underwriting arrangement, kindly refer the
chaptertitled “General Information-Underwriting” beginning on page 60 of this Red Herring Prospectus.

This Offer is not restricted to any minimum subscription level. This Offer is 100% underwritten. If the Issuer does
not receive the subscription of 100% of the Offer through this Offer document including devolvement of
Underwriter within sixty days from the date of closure of the Offer, the issuer shall forthwith refund the entire
subscription amount received. If there is a delay beyond fifteen days after the issuer becomes liable to pay the
amount, the issuer shall pay interest prescribed under section 40 of the Companies Act, 2013.

In terms of Regulation 260 of the SEBI (ICDR) Regulations, 2018, the Offer is 100% underwritten. For details of
underwriting arrangement, kindly refer the chapter titled “General Information-Underwriting” beginning on page
60 of this Red Herring Prospectus.

Further, in accordance with Regulation 268 of the SEBI (ICDR) Regulations, our Company shall ensure that the
number of prospective allottees to whom the Equity Shares will be allotted will not be less than 50 (Fifty).

Further, in accordance with Regulation 267 of the SEBI (ICDR) Regulations, 2018, the minimum application size
in terms of number of specified securities shall not be less than Rupees One Lakh per application.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. The Applicants are advised to make their own
enquiries about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept
any responsibilityfor the completeness and accuracy of the information stated hereinabove. Our Company and the
Book Running Lead Manager are not liable to inform the investors of any amendments or modifications or changes
in applicable laws or regulations, which may occur after the date of this Red Herring Prospectus. Applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Applied for do not
exceed the applicable limits under laws or regulations.

Arrangements for Disposal of Odd Lots

207
The trading of the Equity Shares will happen in the minimum contract size of 2,000 shares in terms of the SEBI
Circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261(5) of the
SEBI ICDR Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where
value of such shareholding is less than the minimum contract size allowed for trading on the EMERGE platform
of NSE.

New Financial Instruments

There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium
notes, etc. issued by our Company.

Market Making

The shares issued through this Offer are proposed to be listed on the NSE EMERGE (SME Platform of NSE) with
compulsory market making through the registered Market Maker of the SME Exchange for a minimum period of
three years or such other time as may be prescribed by the Stock Exchange, from the date of listing on NSE
EMERGE. For further details of the market making arrangement please refer the chapter titled “General
Information” beginning on page 60 of this Red Herring Prospectus.

OPTION TO RECEIVE SECURITIES IN DEMATERIALISED FORM

In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only be
in the dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form.
The Equity Shares on Allotment will be traded only on the dematerialized segment of the Stock Exchange.
Allottees shall have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the
Companies
Act and the Depositories Act.

RESTRICTIONS, IF ANY ON TRANSFER AND TRANSMISSION OF EQUITY SHARES

Except for lock-in of the pre-Offer Equity Shares and Promoter’s minimum contribution in the Offer as detailed
in the chapter “Capital Structure” beginning on page 71 of this Red Herring Prospectus and except as provided in
the Articles of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on
transmission of shares and on their consolidation / splitting except as provided in the Articles of Association. For
details, please refer to the section titled “Main Provisions of Articles of Association” beginning on page 248 of
this Red Herring Prospectus.

Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and
accuracy of the information stated hereinabove. Our Company and the Book Running Lead Manager are not liable
to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which
may occur after the date of the Red Herring Prospectus.

208
 OFFER STRUCTURE

This Offer is being made in terms of Regulation 229(2) of the Chapter IX of SEBI (ICDR) Regulations, 2018, as
amended from time to time, whereby, our post offer capital is more than ten crores rupees but less than twenty five
crores rupees. The Company shall Offer specified securities to the public and propose to list the same on the Small
and Medium Enterprise Exchange ("SME Exchange", in this case being the EMERGE Platform of NSE). For
further details regarding the salient features and terms of such this Offer, please see the chapters titled “Terms of
the Offer” and “Offer Procedure” beginning on pages 201 and 214 respectively, of this Red Herring Prospectus.

Offer Structure

Initial public offer of 60,00,000 equity shares of face value of ₹ 10 each of the company for cash at a price of ₹
[●] per equity share (including a share premium of ₹ [●] per equity share) (“offer price”) aggregating up to ₹ [●]
lakhs comprising a fresh issue of 42,00,000 equity shares aggregating up to ₹ [●] lakhs by our company (“fresh
issue”) and an offer for sale of 18,00,000 equity shares aggregating up to ₹ [●] lakhs by our promoter selling
shareholder and such equity shares offered by the promoter selling shareholder, the “offered shares”) (such offer
by each of the promoter selling shareholder, the “offer for sale” and together with the fresh issue, the “offer”).
The offer and net offer shall constitute 36.08% and 34.28% respectively of the fully-diluted post- offer paid-up
equity share capital of our company.

In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 252 of the SEBI ICDR Regulations:

Particulars QIB’s (1) Non– Retail Market

Institutional Individual Maker
Bidders Bidders
Number of Equity Shares* 28,44,000 8,56,000 20,00,000 3,00,000
Equity Shares Equity Shares Equity Shares Equity
Shares
Percentage of Offer Size Available Not more than Not less than Not less than 5% of the
for allocation 50% of the Net 15% of the 35% of the Offer Size
Offer size shall Net Offer Net Offer
be available for
allocation to
QIBs.
However, up to
5% of net QIB
Portion
(excluding the
Anchor
Investor
Portion) will be
available for
allocation
proportionately
to Mutual Fund
only. Up to
60% of the
QIB Portion
may be
available for
allocation to
Anchor
Investors and
one third of the
Anchor
Investors
Portion shall be
available for
allocation to

209
 Particulars QIB’s (1) Non– Retail Market
Institutional Individual Maker
Bidders Bidders
domestic
mutual funds
only
Basis of Allotment / Allocation if Proportionate Proportionate Allotment to Firm
respective category is as follows each Retail Allotment
oversubscribed (excluding the Individual
Anchor Bidder shall
Investor not be less
Portion: (a) up than the
to 57,000 minimum
Equity Shares, Bid lot,
shall be subject to
available for availability
allocation on a of Equity
proportionate Shares in the
basis to Mutual Retail
Funds only; Portion and
and; (b) the
10,83,000 remaining
Equity shares available
shall be Equity
allotted on a Shares if any,
proportionate shall be
basis to all allotted on a
QIBs including proportionate
Mutual Funds basis. For
receiving details see,
allocation as “Offer
per (a) above Procedure”
17,04,000 on page 214.
Equity Shares
may be
allocated on a
discretionary
basis to Anchor
Investors For
further details
please refer to
the section
titled “Offer
Procedure”
beginning on
page 214.
Mode of Application ASBA Process ASBA Process ASBA only ASBA
only (excluding only (including the Process
Anchor UPI Only
Investors) Mechanism)
Minimum Bid Size Such number Such number 2,000 Equity 3,00,000
of equity of Equity Shares of Equity
shares and in shares in Face Value Shares
multiples of multiple of of ₹10.00
2,000 Equity 2,000 Equity each.
Shares that the shares such
bid amount that
exceeds Rs. Application
2,00,000 size exceeds
₹ 2,00,000

210
 Particulars QIB’s (1) Non– Retail Market
Institutional Individual Maker
Bidders Bidders
Maximum Bid Size Such number Such number Such number 3,00,000
of equity of equity of Equity Equity
shares in shares in Shares in Shares
multiples of multiples of multiples of
2,000 equity 2,000 equity 2,000 Equity
shares not shares not Shares so
exceeding the exceeding that the Bid
size of net the size of net Amount does
issue, issue, not exceed ₹
(Excluding the (Excluding 2,00,000
Anchor the QIB
Portion), Portion),
subject to subject to
limits limits
applicable to applicable to
each bidder. each bidder.
Trading Lot 2,000 Equity Shares 2,000
Equity
Shares.
However,
the Market
Maker may
accept odd
lots if any in
the market
as required
under the
SEBI
(ICDR)
Regulations,
2018.
Mode of Allotment Compulsorily in Dematerialised Mode
Bid Lot 2,000 Equity Shares and in multiples of 2,000 Equity Shares
thereafter
Allotment Lot A minimum of 2,000 Equity Shares and thereafter in multiples 2,000
Equity Share
Terms of Payment In case of all other Bidders: Full Bid Amount shall be blocked by the
SCSBs in the bank account of the ASBA Bidder (other than Anchor
Investors) or by the Sponsor Bank through the UPI Mechanism (for
RIIs), that is specified in the ASBA Form at the time of submission of
the ASBA Form.
In case of Anchor Investors: Full Bid amount should be payable by
Anchor Investors at the time of submission of their bids (3).
* Assuming full subscription in the Offer

(1) Our Company and Promoter Selling Shareholder may in consultation with the BRLM, may allocate up to 60% of
the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-
subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor
Portion shall be added to the QIB Portion. For further details, see “Offer Procedure” on page 214.

(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 253 of the SEBI ICDR Regulations.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional

211
 Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination
of categories at the discretion of our Company and Promoter Selling Shareholder in consultation with the BRLM
and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB
Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For
further details, please see “Terms of the Offer” on page 201.

(3) 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.

In case of joint Applications, the Application Form should contain only the name of the first Applicant whose
name should also appear as the first holder of the beneficiary account held in joint names. The signature of only
such first Applicant would be required in the Application Form and such first Applicant would be deemed to have
signed on behalf of the joint holders.

In case of ASBA Applicants, the SCSB shall be authorised to block such funds in the bank account of the ASBA
Applicant (including retail applicants applying through UPI mechanism) that are specified in the Application
Form. SCSBs applying in the Offer must apply through an ASBA Account maintained with any other SCSB.

OFFER PROGRAMME

OFFER OPENING DATE Wednesday, June 19, 2024

OFFER CLOSING DATE Friday, June 21, 2024

Applications and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard
Time) during the Offer Period at the Application Centres mentioned in the Application Form.

Due to limitation of time available for uploading the application on the Offer Closing Date, Applicants are advised
to submit their applications one day prior to the Offer Closing Date and, in any case, not later than 1.00 p.m. IST
on the Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Applicants are cautioned
that, in the event a large number of applications are received on the Offer Closing Date, as is typically experienced
in public Issues, some applications may not get uploaded due to lack of sufficient time. Such applications that
cannot be uploaded will not be considered for allocation under this Offer. Applications will be accepted only on
Working Days, i.e., Monday to Friday (excluding any public holiday).
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Offer Closing Date, the Bidder shall be compensated in
accordance with the applicable law by the intermediary responsible for causing such delay in unblocking. The
Book Running Lead Manager shall, in our Company with the SCSBs, to the extent applicable.
Lot Size
SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 (“Circular”) standardized the lot size for
Initial Public Offer proposing to list on SME exchange/platform and for the secondary market trading on such
exchange/platform, as under:

Offer Price (in ₹) Lot

Size
(No. of
shares)
Up to 14 10,000
More than 14 up to 18 8,000
More than 18 up to 25 6,000
More than 25 up to 35 4,000
More than 35 up to 50 3,000
More than 50 up to 70 2,000
More than 70 up to 90 1,600
More than 90 up to 120 1,200
More than 120 up to 150 1,000

212
 Offer Price (in ₹) Lot
Size
(No. of
shares)
More than 150 up to 180 800
More than 180 up to 250 600
More than 250 up to 350 400
More than 350 up to 500 300
More than 500 up to 600 240
More than 600 up to 750 200
More than 750 up to 1,000 160
Above 1,000 100

Further to the circular, at the Initial Public Offer stage the Registrar to Offer in consultation with Book Running
Lead Manager, our Company and NSE shall ensure to finalize the basis of allotment in minimum lots and in
multiples of minimum lot size, as per the above given table. The secondary market trading lot size shall be the
same, as shall be the IPO Lot Size at the application/allotment stage, facilitating secondary market trading.

213
 OFFER PROCEDURE

All Applicants should review the General Information Document for Investing in Public Issues prepared and issued
in accordance with the circular SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 notified by SEBI and
the UPI Circulars, notified by SEBI (the “General Information Document”), which highlights the key rules,
processes and procedures applicable to public issues in general in accordance with the provisions of the
Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957 and the SEBI (ICDR) Regulations. The General on Document shall be made available on the websites
of the Stock Exchanges, the Company and the Book Running Lead Manager before opening of the Offer. Please
refer to the relevant provisions of the General Information Document which are applicable to this Offer.

Additionally, all Applicants may refer to the General Information Document for information, in addition to what
is stated herein, in relation to (i) category of Applicants eligible to participate in the Offer; (ii) maximum and
minimum Application size; (iii) price discovery and allocation; (iv) payment instructions for ASBA Applicants and
Retails Individual Investors applying through the United Payments Interface channel; (v) issuance of Confirmation
of Allocation Note (“CAN”) and Allotment in the Offer; (vi) price discovery and allocation; (vii) general
instructions (limited to instructions for completing the Application Form); (vii) Designated Date; (viii) disposal
of Applications;(ix) submission of Application Form; (x) other instructions (limited to joint Applications in cases
of individual, multiple Applications and instances when an application would be rejected on technical grounds);
(xi) applicable provisions of Companies Act, 2013 relating to punishment for fictitious Applications; (xii) mode of
making refunds; and (xiii) interest in case of delay in Allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
From January 1, 2019, the UPI Mechanism for Retail Individual Investors applying through Designated
Intermediaries was made effective along with the existing process and existing timeline of T+6 days. (“UPI Phase
I”). The UPI Phase I was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids
by RIIs through Designated Intermediaries (other than SCSBs),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”),with effect from July 1, 2019, by SEBI
circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, read with circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Further, as per the SEBI circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8,2019, the UPI Phase II had been extended until March
31, 2020. However, due to the outbreak of COVID-19 pandemic, UPI Phase II has been further extended by SEBI
until further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, [Link], the
final reduced timeline of T+3 days may be made effective using the UPI Mechanism for applications by Retail
Individual Investors (“UPI Phase III”), as may be prescribed by SEBI. Further, SEBI, vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, and circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. This circular is effective for
initial public offers opening on/or after May 1, 2021, except as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and the provisions of this circular are deemed to form
part of this Prospectus. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated
April 5, 2022, all individual Investors in initial public offerings (opening on or after May 1, 2022) whose
application sizes are up to ₹500,000 shall use the UPI Mechanism.

Furthermore, SEBI vide press release bearing number 12/2023 has approved the proposal for reducing the time
period for listing of shares in public issue from existing 6 working days to 3 working days from the date of the
closure of the issue. The revised timeline of T+3 days shall be made applicable in two phases i.e. voluntary for all
public issues opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Further, SEBI
has vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 reduced the time taken for
listing of specified securities after the closure of a public issue to three Working Days. Accordingly, the Offer will
be made under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued
by the SEBI from time to time.

214
The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
[Link] . The list of
Stockbrokers, Depository Participants (DP), Registrar to an Issue and Share Transfer Agent (RTA) that have been
notified by SME Platform of National Stock Exchange of India Limited (“NSE EMERGE”) to act as intermediaries
for submitting Application Forms are provided on [Link]/emerge For details on their designated
branches for submitting Application Forms, please see the above mentioned website of Platform of National Stock
Exchange of India Limited (“NSE EMERGE”).

Please note that the information stated/covered in this section may not be complete and/or accurate and as such
would be subject to modification/change. Our Company and Book Running Lead Manager do not accept any
responsibility for the completeness and accuracy of the information stated in this section and the General
Information Document. Our Company and Book Running Lead Manager would not be able to include any
amendment, modification or change in applicable law, which may occur after the date of Prospectus. Applicants
are advised to make their independent investigations and ensure that their application 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 this Prospectus.

Further, the Company and the BRLM are not liable for any adverse occurrence’s consequent to the implementation
of the UPI Mechanism for application in this Issue.

Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from public
issue closure to listing from six Working Days to up to three Working Days. Considering the time required for
making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever is later. Subsequently, the timeline for implementation of Phase I was extended till June
30, 2019. Under this phase, an RII had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public Issue
closure to listing continued to be six working days.

Phase II: This phase has become applicable from July 1, 2019. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation of
UPI Phase II till March 31, 2020. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020 dated
March 30, 2020 decided to continue Phase II of UPI with ASBA until further notice. Under this phase, submission
of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds
will be discontinued and will be replaced by the UPI Mechanism. However, the time duration from public Issue
closure to listing would continue to be six Working Days during this phase.

Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1,
2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time
duration from public issue closure to listing has been reduced to three Working Days. The Issue shall be
undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to
any circulars, clarification or notification issued by the SEBI from time to time, including any circular,
clarification or notification which may be issued by SEBI.

The offer is being made under Phase III of the UPI (on a mandatory basis).

All SCSBs offering facility of making application in public issues shall also provide facility to make application
using the UPI Mechanism. The Issuers 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 Retail Individual Applicants into the UPI Mechanism

For further details, refer to the General Information Document available on the websites of the Stock Exchanges

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and the Book Running Lead Manager.

PART A

Book Built Process

The Offer is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance
with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Offer shall be allocated
on a proportionate basis to QIBs, provided that our Company and Promoter Selling Shareholder in consultation
with the BRLM, allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price. In the event of under-subscription, or non-allotment in the Anchor Investor Portion, the
balance Equity Shares shall be added to the QIB Portion. Further, 5.00% of the QIB Portion shall be available for
allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the QIB Portion
shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15.00% of
the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than
35.00% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price.

Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
from any other category or combination of categories of Bidders at the discretion of our Company and Promoter
Selling Shareholder in consultation with the BRLM and the Designated Stock Exchange subject to receipt of valid
Bids received at or above the Offer Price. Under-subscription, if any, in the QIB Portion, would not be allowed to
be met with spillover from any other category or a combination of categories.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange.

Investors should note that according to Section 29(1) of the Companies Act, 2013, allotment of Equity Shares to
all successful Applicants will only be in the dematerialized form. It is mandatory to furnish the details of
Applicant’s depository account along with Application Form. The Application Forms which do not have the
details of the Applicants’ depository account, including the DP ID Numbers and the beneficiary account
number shall be treatedas incomplete and rejected. Application Forms which do not have the details of the
Applicants’ PAN, (other than Applications made on behalf of the Central and the State Governments, residents
of the state of Sikkim and officialappointed by the courts) shall be treated as incomplete and are liable to be
rejected. Applicants will not have the option of being Allotted Equity Shares in physical form. The Equity Shares
on Allotment shall be traded only in thedematerialised segment of the Stock Exchanges. However, investors may
get the specified securities rematerializedsubsequent to allotment.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the relevant Bidding Centres, and at our Registered Office. An
electronic copy of the Bid cum Application Form will also be available for download on the websites of NSE
([Link]) at least one day prior to the Bid/ Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the offices of the Book Running Lead Manager.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. Anchor Investors are not permitted to participate in the Offer through the ASBA process. UPI Bidders
shall Bid in the Offer through the UPI Mechanism.

All Applicants shall mandatorily participate in the Offer only through the ASBA process. ASBA Applicants must
provide bank account details and authorization to block funds in the relevant space provided in the Application
Form or alternatively, the Retail Individual Applicants wishing to apply through UPI Channel, may provide the UPI
ID and validate the blocking of the funds and the Application Forms that do not contain such details are liable to be
rejected. For further details on the UPI Channel please refer SEBI circular Ref:
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018.

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All ASBA Bidders are required to provide either, (i) bank account details and authorizations to block funds in the
ASBA Form; or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA
Form and the ASBA Forms that did not contain such details will be rejected. Applications made by UPI Bidders
using third party bank account or using third party linked bank account UPI ID are liable to be rejected. The ASBA
Bidders shall ensure that they have sufficient balance in their bank accounts to be blocked through ASBA for their
respective Bid as the application made by a Bidder shall only be processed after the Bid amount is blocked in the
ASBA account of the Bidder, pursuant to SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May
30, 2022.

UPI Bidders Bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in
the Bid cum Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be
rejected. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may submit
their ASBA Forms, including details of their UPI IDs, with the Syndicate, sub-Syndicate members, Registered
Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid Amount in the ASBA Account may submit
their ASBA Forms with the SCSBs. ASBA Bidders must ensure that the ASBA Account has sufficient credit
balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor 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.

The prescribed colors of the Application Form for various investors applying in the Offer are as follows:

Categories Color*
Resident Indians, including QIBs, Non-institutional Investors and Retail White
Individual Investors, each resident in India and Eligible NRIs applying on a
non-repatriation basis(1)
Non-Residents including eligible NRI’s, FPI’s, FIIs, FVCIs, etc. applying on Blue
a repatriation basis (ASBA)(1)
Anchor Investors(2) White
*Excluding Electronic Application Form
Notes:
(1) Electronic Bid cum Application forms and the abridged prospectus will also be available for download
on the website of NSE ([Link])
(2) Bid cum Application Forms for Anchor Investors will be made available at the office of the Book
Running Lead Manager.

For ASBA Forms (other than UPI Bidders using the UPI Mechanism), the 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. Further, SCSBs shall upload the relevant Bid
details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system
of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding
system only with a mandatory confirmation on the application monies blocked. Stock Exchange 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 during the Bid Period and the
modification / updation of Bids shall close at 5.00 pm on the Bid / Offer Closing Date.

For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA
Accounts of relevant Bidders with a confirmation cut-off time of 12:00 pm on the first Working Day after the Bid/
Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism
should accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI
Mandate Requests at the Cut-Off Time shall lapse. For ensuring timely information to investors, SCSBs shall send
SMS alerts as specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 and SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

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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/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021, and such payment of processing fees to the SCSBs
shall be made in compliance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, [Link]
Sponsor Bank shall host a web portal for intermediaries (closed user group) from the date of the 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.

The Application Form shall contain information about the Applicant and the price and the number of Equity
Shares that the Applicants wish to apply for. Application Forms downloaded and printed from the website of the
Stock Exchange shall bear a system generated unique application number. Applicants are required to ensure that
the ASBAAccount has sufficient credit balance as an amount equivalent to the full Application Amount can be
blocked by theSCSB or Sponsor Bank at the time of submitting the Application.

An Investor, intending to subscribe to this Offer, shall submit a completed application form to any of the
following intermediaries (Collectively called – “Designated Intermediaries”)

Sr. Designated Intermediaries

No.
1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member)
3. A stock broker registered with a recognized stock exchange (and whose name is mentioned on the
website of the stock exchange as eligible for this activity) (‘broker’)
4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock
exchange as eligible for this activity)
5. A registrar to an Offer and share transfer agent (‘RTA’) (whose name is mentioned on the
website of the stock exchange as eligible for this activity)

Retail investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as
“Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the Application Form. It is clarified
that Retail Individual Bidders may continue to submit physical ASBA Forms with SCSBs without using the UPI
Mechanism.
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by
giving the counter foil or specifying the application number to the investor, as a proof of having accepted the
application form, in physical or electronic mode, respectively.

The upload of the details in the electronic bidding system of stock exchange will be done by:

For Applications After accepting the form, SCSB shall capture and upload the relevant details in the
submitted by Investors electronic bidding system as specified by the stock exchange and may begin
to SCSB: blocking funds available in the bank account specified in the form, to the extent of
the application money specified.
For application After accepting the application form, respective Intermediary shall capture and
submitted by investors upload the relevant details in the electronic bidding system of the stock exchange.
to intermediaries other Post uploading, they shall forward a schedule as per prescribed format along with
than SCSBs: the application forms to designated branches of the respective SCSBs for blocking
of funds within one day of closure of Offer.
For applications After accepting the application form, respective intermediary shall capture and
submitted by investors upload the relevant application details, including UPI ID, in the electronic bidding
to intermediaries other system of stock exchange.
than SCSBs with use of
UPI for payment: Stock exchange shall share application details including the UPI ID with sponsor
bank on a continuous basis, to enable sponsor bank to initiate mandate request on
investors for blocking of funds.

Sponsor bank shall initiate request for blocking of funds through NPCI to investor.
Investor to accept mandate request for blocking of funds, on his/her mobile

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 application, associated with UPI ID linked bank account.

Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN,
ona real-time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and
re- submission within the time specified by stock exchange.

Stock exchange shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client
IDor Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.

Upon completion and submission of the Application Form to Application Collecting intermediaries, the Applicants
are deemed to have authorized our Company to make the necessary changes in the Red Herring Prospectus, without
prior or subsequent notice of such changes to the Applicants. Applicants shall submit an Application Form either
in physical or electronic form to the SCSB's authorising blocking of funds that are available in the bank account
specified in the Application Form used by ASBA Applicants. Designated Intermediaries (other than SCSBs) shall
submit/deliver the ASBA Forms/ Application Forms to the respective SCSB, where the Applicant has a bank
account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.

Availability of Red Herring Prospectus and Application Forms

The Application Forms and copies of the Red Herring Prospectus may be obtained from the Registered Office of
our Company and Book Running Lead Manager to the Offer as mentioned in the Application Form. The application
forms may also bedownloaded from the website of NSE [Link].

Who can apply?

In addition to the category of Applicants as set forth under “General Information Document for Investing in Public
Issue-Category of Investors Eligible to participate in an Offer”, the following persons are also eligible to invest in
the Equity Shares under all applicable laws, regulations and guidelines, including:

a. Indian national resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as
amended, in single or as a joint application and minors having valid Demat account as per Demographic
Details provided by the Depositories. Furthermore, based on the information provided by the Depositories,
our Company shall have the right to accept the Applications belonging to an account for the benefit of minor
(under guardianship);

b. Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that
the application is being made in the name of the HUF in the Application Form as follows: Name of Sole or
First applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta.
Applicationsby HUFs would be considered at par with those from individuals;

c. Companies, corporate bodies and societies registered under the applicable laws in India and authorized to
invest inthe Equity Shares under their respective constitutional and charter documents;

d. Mutual Funds registered with SEBI;

e. Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than
Eligible NRIs are not eligible to participate in this Offer;

f. Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject
to RBI permission, and the SEBI Regulations and other laws, as applicable);

g. FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or a
foreignindividual under the QIB Portion;

h. Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;

i. Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the
Non Institutional applicant’s category;

j. Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial

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 Development Corporations;

k. Foreign Venture Capital Investors registered with the SEBI;

l. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to Trusts and who are authorized under their constitution to hold and invest in equity shares;

m. Scientific and/or Industrial Research Organizations authorized to invest in equity shares;

n. Insurance Companies registered with Insurance Regulatory and Development Authority, India;

o. Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold
and invest in equity shares;

p. Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold
and invest in equity shares;

q. National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
Government of India published in the Gazette of India;

r. Insurance funds set up and managed by army, navy or air force of the Union of India;

s. Multilateral and bilateral development financial institution;

t. Eligible QFIs;

u. Insurance funds set up and managed by army, navy or air force of the Union of India;

v. Insurance funds set up and managed by the Department of Posts, India;

w. Any other persons eligible to apply in this Offer, under the laws, rules, regulations, guidelines and policies
applicable to them.

Applications not to be made by:

1. Minors (except through their Guardians)

2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies

As per the existing regulations, OCBs are not eligible to participate in this Offer. The RBI has however
clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are
incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments
as 138 incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB
dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment is through
Government Route and with the prior approval of RBI if the investment is through Automatic Route on
case by case basis. OCBs may invest in this Offer provided it obtains a prior approval from the RBI. On
submission of such approval along with the Bid Cum Application Form, the OCB shall be eligible to be
considered for share allocation.

MAXIMUM AND MINIMUM APPLICATION SIZE

For Retail Individual Applicants

The Application must be for a minimum of 2,000 Equity Shares and in multiples of 2,000 Equity Shares thereafter,
so asto ensure that the Application Price payable by the Applicant does not exceed ₹ 2,00,000. In case of revision
of Applications, the Retail Individual Applicants have to ensure that the Application Price does not exceed ₹
2,00,000.

For Other than Retail Individual Applicants (Non-Institutional Applicants and QIBs):

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The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds ₹
2,00,000 and in multiples of 2,000 Equity Shares thereafter. An application cannot be submitted for more than the
Net Offer Size. However, the maximum Application by a QIB investor should not exceed the investment limits
prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB Applicant cannot withdraw its
Application after the Offer Closing Date and is required to pay 100% QIB Margin upon submission of Application.

In case of revision in Applications, the Non-Institutional Applicants, who are individuals, have to ensure that the
Application Amount is greater than ₹ 2,00,000 for being considered for allocation in the Non-Institutional Portion.

Applicants are advised to ensure that any single Application from them does not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or regulation
or as specified in this Red Herring Prospectus.

The above information is given for the benefit of the Applicants. The Company and the BRLM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Red Herring Prospectus. Applicants are advised to make their independent investigations
and ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or
regulations.

BASIS OF ALLOTMENT

Allotment will be made in consultation with the Stock Exchange. In the event of oversubscription, the allotment
will be made on a proportionate basis in marketable lots as set forth here:

a) The total number of Shares to be allocated to each category as a whole shall be arrived at on proportionate
basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the over
subscription ratio (number of applicants in the category X number of Shares applied for).

b) The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis
in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscriptionratio).

c) For applications where the proportionate allotment works out to less than 2,000 Equity shares the allotment
will be made as follows:

i. Each successful applicant shall be allotted 2,000 Equity shares; and

ii. the successful applicants out of the total applicants for that category shall be determined by the drawl of
lots in such a manner that the total number of Shares allotted in that category is equal to the number of
Shares worked out as per (2) above.

d) If the proportionate allotment to an applicant works out to a number that is not a multiple of 2,000 Equity
shares, the applicant would be allotted Shares by rounding off to the nearest multiple of 2,000 Equity shares
subject to a minimum allotment of 2,000 Equity shares.

e) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants
in that category, the balance available Shares for allocation shall be first adjusted against any category, where
the allotted Shares are not sufficient for proportionate allotment to the successful applicants in that category,
the balance Shares, if any, remaining after such adjustment will be added to the category comprising of
applicants applying for the minimum number of Shares. If as a result of the process of rounding off to the
nearest multiple of 2,000 Equity shares, results in the actual allotment being higher than the shares offered,
the final allotment may be higher at the sole discretion of the Board of Directors, up to 110% of the size of
the Offer specified under the Capital Structure mentioned in this Red Herring Prospectus.

f) The above proportionate allotment of shares in an Offer that is oversubscribed shall be subject to the
reservation for small individual applicants as described below:

• As the retail individual investor category is entitled to more than fifty percent on proportionate basis, the
retail individual investors shall be allocated that higher percentage.

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 • The balance net Offer of shares to the public shall be made available for allotment to Individual applicants
other than retails individual investors and Other investors, including Corporate Bodies/ Institutions
irrespective of number of shares applied for.

• The unsubscribed portion of the net Offer to any one of the categories specified in a) or b) shall/may be
made available for allocation to applicants in the other category, if so required.

Retail Individual Investor means an investor who applies for shares of value of not more than ₹ 2,00,000/-. Investors
may note that in case of over subscription allotment shall be on proportionate basis and will be finalized in
consultation with Stock Exchange. The Executive Director / Managing Director of Stock Exchange in addition to
Book Running Lead Manager and Registrar to the Public Offer shall be responsible to ensure that the basis of
allotment is finalizedin a fair and proper manner in accordance with the SEBI (ICDR) Regulations.

Participation by Associates /Affiliates of BRLM and the Market Makers

The BRLM, Market Maker and the Underwriter, if any shall not be entitled to subscribe to this Offer in any manner
except towers fulfilling their underwriting and market making obligations. However, associates/affiliates of the
BRLM/Underwriters and Market Maker, if any may subscribe to Equity Shares in the Offer, either in the QIB
Category orin the Non- Institutional Category as may be applicable to the Applicants, where the allocation is on a
proportionatebasis and such subscription may be on their own account or on behalf of their clients.

Promoters and Promoter Group and any persons related to our Promoters and Promoter Group cannot participate
in the Offer.

BIDS BY ELIGIBLE NRIs

Eligible NRIs may obtain copies of Application Form from the members of the Syndicate, the sub- Syndicate, if
applicable, the SCSBs, the Registered Brokers, RTAs and CDPs. Eligible NRI Bidders bidding on a repatriation
basis by using the Non-Resident Forms should authorize their SCSB to block their Non-Resident External (“NRE”)
accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on a non-
repatriation basis by using Resident Forms should authorize their SCSB to block their Non- Resident Ordinary
(“NRO”) accounts for the full Bid Amount, at the time of the submission of the Application Form.

Bids by Eligible NRIs and Category III FPIs for a Bid Amount of less than ₹ 2,00,000 would be considered under
the Retail Category for the purposes of allocation and Bids for a Bid Amount exceeding ₹ 2,00,000 would be
considered under the Non-Institutional Category for allocation in the Offer.

In case of Eligible NRIs bidding under the Retail Category through the UPI mechanism, depending on the nature
ofthe investment whether repatriable or non-repatriable, the Eligible NRI may mention the appropriate UPI ID in
respect of the NRE account or the NRO account, in the Application Form.

Eligible NRIs bidding on non-repatriation basis are advised to use the Application Form for residents. Eligible
NRIs bidding on a repatriation basis are advised to use the Application Form meant for Non-Residents. For details
of restrictions on investment by NRIs, please refer to the chapter titled “Restrictions on Foreign Ownership of
Indian Securities” beginning on page 247 of this Red Herring Prospectus.

BIDS BY HUFs

Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Bid
is being made in the name of the HUF in the Application Form as follows: “Name of sole or first Bidder: XYZ
Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs may be
considered at par with Bids from individuals.

BIDS BY FPIS INCLUDING FIIS

On January 07, 2014, SEBI notified the SEBI FPI Regulations pursuant to which the existing classes of portfolio
investors namely ‘foreign institutional investors’ and ‘qualified foreign investors’ are subsumed under a new
category namely ‘foreign portfolio investors’ or ‘FPIs’. RBI on March 13, 2014, amended the FEMA Regulations
and laid down conditions and requirements with respect to investment by FPIs in Indian companies.

Option to Subscribe in the Offer

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As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form
only. Investors will not have the option of getting allotment of specified securities in physical form.

The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.

A single application from any investor shall not exceed the investment limit/minimum number of Equity Shares
that can be held by him/her/it under the relevant regulations/statutory guidelines and applicable law.

Information for the Applicants:

Our Company and the Book Running Lead Manager shall declare the Offer Opening Date and Offer Closing Date
in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national newspapers
(one each in English and Hindi) and in a regional newspaper with wide circulation. This advertisement shall be in
prescribed format.

Our Company will file the Red Herring Prospectus with the RoC at least 3 (three) days before the Offer Opening
Date.

Copies of the Application Form along with Abridged Red Herring Prospectus and copies of the Red Herring
Prospectus will be available with the, the Book Running Lead Manager, the Registrar to the Offer, and at the
Registered Office of our Company. Electronic Application Forms will also be available on the websites of the
Stock Exchange.

Any applicant who would like to obtain the Red Herring Prospectus and/ or the Application Form can obtain the
same from our Registered Office.

Applicants who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to
register their applications.

Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated
Branch, or the respective Designated Intermediaries. Application Form submitted by Applicants whose beneficiary
account is inactive shall be rejected.

The Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the ASBA
Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the electronic
mode of collecting either through an internet enabled collecting and banking facility or such other secured,
electronically enabled mechanism for applying and blocking funds in the ASBA Account. Retail Individual
Applicants has to apply only through UPI Channel, they have to provide the UPI ID and validate the blocking of
the funds and such application forms that do not contain such details are liable to be rejected.

Applicants applying directly through the SCSBs should ensure that the Application Form is submitted to a
Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the
SCSB’s or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the
ASBA Account equal to the Application Amount specified in the Application Form, before entering the ASBA
application into the electronic system.

Except for applications by or on behalf of the Central or State Government and the Officials appointed by the
courts and by investors residing in the State of Sikkim, the Applicants, or in the case of application in joint names,
the first Applicant (the first name under which the beneficiary account is held), should mention his/her PAN
allotted under the Income Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole
identification number for participating transacting in the securities market, irrespective of the amount of
transaction. Any Application Form without PAN is liable to be rejected. The demat accounts of Applicants for
whom PAN details have not been verified, excluding person resident in the State of Sikkim or persons who may
be exempted from specifying their PAN for transacting in the securities market, shall be “suspended for credit”
and no credit of Equity Shares pursuant to the Offer will be made into the accounts of such Applicants.

The Applicants may note that in case the PAN, the DP ID and Client ID mentioned in the Application Form and
entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match with
PAN, the DP ID and Client ID available in the Depository database, the Application Form is liable to be rejected.

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Application by Indian Public including eligible NRIs applying on Non-Repatriation Basis

Application must be made only in the names of individuals, Limited Companies or Statutory
Corporations/institutions and not in the names of Minors, Foreign Nationals, Non Residents Indian (except for
those applying on non-repatriation), trusts, (unless the Trust is registered under the Societies Registration Act,
1860 or any other applicable Trust laws and is authorized under its constitution to hold shares and debentures in a
Company), Hindu Undivided Families, Partnership firms or their nominees. In case of HUFs, application shall be
made by the Karta of the HUF. An applicant in the Net Public Category cannot make an application for that number
of Equity Shares exceeding the number of Equity Shares offered to the public. Eligible NRIs applying on a non-
repatriation basis should authorize their SCSB to block their NRE/FCNR accounts as well as NRO accounts.

Applications by eligible NRIs on Repatriation Basis

Application Forms have been made available for eligible NRIs at our registered office.
Eligible NRIs applicants may please note that only such applications as are accompanied by payment in free
foreign exchange shall be considered for Allotment under reserved category. The Eligible NRIs who intend to get
the amount blocked in the Non-Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians
and shall not use the forms meant for reserved category.

Under FEMA, general permission is granted to companies vide notification no. FEMA/20/2000 RB dated
03/05/2000 to issue securities to NRIs subject to the terms and conditions stipulated therein. Companies are required
to file the declaration in the prescribed form to the concerned Regional Office of RBI within 30 (thirty) days from
the date of issue of shares of allotment to NRIs on repatriation basis.

Allotment of Equity shares to Non-Resident Indians shall be subject to the prevailing Reserve Bank of India
Guidelines. Sale proceeds of such investments in Equity shares will be allowed to be repatriated along with the
income thereon subject to the permission of the RBI and subject to the Indian Tax Laws and regulations and any
other applicable laws.

BIDS BY FPIS (INCLUDING FIIS)

In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be
deemed to be a registered FPI until the expiry of the block of three years for which fees have been paid as per the
SEBI FII Regulations. An FII or sub-account may, subject to payment of conversion fees under the SEBI FPI
Regulations participate in the Offer until the expiry of its registration with SEBI as an FII or sub-account, or if it
has obtained a certificate of registration as an FPI, whichever is earlier. Accordingly, such FIIs can, subject to the
payment of conversion fees under the SEBI FPI Regulations, participate in this Offer in accordance with Schedule
2 of the FEMA Regulations. An FII shall not be eligible to invest as an FII after registering as an FPI under the
SEBI FPI Regulations.

In terms of the SEBI FPI Regulations, the purchase of Equity Shares and total holding by a single FPI or an investor
group (which means the same set of ultimate beneficial owner(s) investing through multiple entities) must be
below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Regulations, the total holding
by each FPI shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings
of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company. The aggregate
limit of 24% may be increased up to the sectoral cap by way of a resolution passed by the Board of Directors
followed by a special resolution passed by the Shareholders of our Company and subject to prior intimation to
RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of
all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included.

Further, pursuant to the Master Directions on Foreign Investment in India issued by the RBI dated January 4, 2018
(updated as on March 8, 2019) the investments made by a SEBI registered FPI in a listed Indian company will be
reclassified as FDI if the total shareholding of such FPI increases to more than 10% of the total paid-up equity
share capital on a fully diluted basis or 10% or more of the paid up value of each series of debentures or preference
shares or warrants.

FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time.

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 a. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in
terms of Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio
investor and unregulated broad based funds, which are classified as Category II foreign portfolio investor
by virtue of their investment manager being appropriately regulated, may Offer, subscribe to or otherwise
deal in offshore derivativeinstruments (as defined under the SEBI FPI Regulations as any instrument, by
whatever name called, which is issued overseas by a FPI against securities held by it that are listed or
proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly,
only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by
an appropriate regulatory authority; and such offshorederivative instruments are issued after compliance
with ‘know your client’ norms. Further, pursuant to a Circular dated November 24, 2014 issued by the
SEBI, FPIs are permitted to issue offshore derivate instruments only to subscribers that (i) meet the
eligibility criteria set forth in Regulation 4 of the SEBI FPI Regulations; and (ii) do not have opaque
structures, as defined under the SEBI FPI Regulations. An FPI is also required to ensure that no further
issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that
are not regulated by an appropriate foreign regulatory authority. Further, where an investor has
investments as FPI and also holds positions as an overseas direct investment subscriber, investment
restrictions under the SEBI FPI Regulations; and

b. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre-approved by the FPI.

BIDS BY SEBI REGISTERED ALTERNATIVE INVESTMENT FUND (AIF), VENTURE CAPITAL

FUNDS AND FOREIGN VENTURE CAPITAL INVESTORS

The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000
prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with
SEBI. As per the current regulations, the following restrictions are applicable for SEBI registered venture capital
funds and foreign venture capital investors: Accordingly, the holding by any individual venture capital fund
registered with SEBI in one Company should not exceed 25% of the corpus of the venture capital fund; a Foreign
Venture Capital Investor can invest its entire funds committed for investments into India in one Company. Further,
Venture Capital Funds and Foreign Venture Capital investors can invest only up to 33.33% of the funds available
for investment by way of subscription to an Initial Public Offer. The SEBI (Alternative Investment funds)
Regulations, 2012 prescribes investment restrictions for various categories of AIF's. The category I and II AIFs
cannot invest more than 25% of the corpus in one investee Company. A category III AIF cannot invest more than
10% of the corpus in one Investee Company. A Venture capital fund registered as a category I AIF, as defined in
the SEBI Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial public
offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the
SEBI Regulations shall continue to be regulated by the VCF Regulations.

All FIIs and FVCIs should note that refunds, dividends and other distributions, if any, will be payable in Indian
Rupees only and net of Bank charges and commission.

Our Company, Promoter Selling Shareholder or the BRLM will not be responsible for loss, if any, incurred by the
Applicant.

BIDS BY MUTUAL FUNDS

As per the current regulations, the following restrictions are applicable for investments by Mutual fund:

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related
instruments of any Company provided that the limit of 10% shall not be applicable for investments in index funds
or sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any
Company's paid-up share capital carrying voting rights.

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged
with the Application Form. Failing this, our Company reserves the right to accept or reject any Application in
whole or in part, in either case, without assigning any reason thereof.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be

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treated as multiple Applications provided that the Applications clearly indicate the scheme concerned for which
the Application has been made.

The Application made by Asset Management Companies or custodians of Mutual Funds shall specifically state
the names of the concerned schemes for which the Applications are made custodians of Mutual Funds shall
specifically state the names of the concerned schemes for which the Applications are made.

BIDS BY LIMITED LIABILITY PARTNERSHIPS

In case of Applications made by limited liability partnerships registered under the Limited Liability Partnership
Act, 2008, a certified copy of certificate of registration issued under the LLP Act, 2008 must be attached to the
Application Form. Failing this, our Company reserves the right to reject any Application without assigning any
reason thereof. Limited liability partnerships can participate in the Offer only through the ASBA process.

BIDS BY INSURANCE COMPANIES

In case of applications made by insurance companies registered with IRDA, a certified copy of certificate of
registration issued by IRDA must be attached to the Application Form. Failing this, our Company and Promoter
Selling Shareholder in consultation with the BRLM, reserves the right to reject any application, without assigning
any reason thereof. The exposure norms for insurers, prescribed under the Insurance Regulatory and Development
Authority (Investment) Regulations, 2016 (the “IRDAI Investment Regulations”), as amended (the “IRDA
Investment Regulations”), are broadly set forth below:

i. Equity shares of a company: the lower of 10% of the outstanding Equity Shares (face value) or 10%
of therespective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer;
ii. The entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or15% of investment assets in case of a general insurer or reinsurer or 15% of the investment
assets in all companies belonging to the group, whichever is lower; and
iii. The industry sector in which the investee company belong to not more than 15% of the fund of a life
insureror a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under points (i), (ii)
and (iii) above, as the case may be.

The above limit of 10.00% shall stand substituted as 15.00% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹2,500,000 million or more and 12.00% of outstanding equity shares (face
value) for insurers with investment assets of ₹500,000.00 million or more but less than ₹2,500,000.00 million.

Insurance companies participating in this Offer, shall comply with all applicable regulations, guidelines and
circulars issued by IRDA from time to time.

BIDS UNDER POWER OF ATTORNEY

In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered
societies, FIIs, FPI’s, Mutual Funds, insurance companies and provident funds with minimum corpus of ₹ 2,500
Lakhs (subject to applicable law) and pension funds with a minimum corpus of ₹ 2,500 Lakhs, a certified copy of
the power of attorney or the relevant Resolution or authority, as the case may be, along with a certified copy of the
memorandum of association and articles of association and/or bye laws must be lodged with the Application Form.
Failing this, our Company reserves the right to accept or reject any application in whole or in part, in either case,
without assigning any reason therefore.

With respect to the applications by VCFs, FVCIs and FPIs, a certified copy of the power of attorney or the relevant
resolution or authority, as the case may belong with a certified copy of their SEBI registration certificate must be
lodged along with the Application Form. Failing this, our Company reserves the right to accept or reject any
application in whole or in part, in either case, without assigning any reason therefore.

In the case of Applications made pursuant to a power of attorney by Mutual Funds, a certified copy of the power
of attorney or the relevant resolutions or authority, as the case may be, along with the certified copy of their SEBI

226
registration certificate must be submitted along with the Application Form. Failing this, the Company reserves the
right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefore.

In the case of Applications made by insurance companies registered with the IRDA, a certified copy of certificate
of registration issued by the IRDA must be lodged along with the Application Form. Failing this, the Company
reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any
reason therefore.

In the case of Applications made by to the power of attorney by FIIs, a certified copy of the power of attorney the
relevant resolution or authority, as the case may be along with the certified copy of SEBI registration certificate
must be lodged with the Application Form. Failing this, the Company reserves the right to accept or reject any
Application in whole or in part, in either case, without assigning any reason thereof.

In the case of Applications made by provident funds, subject to applicable law, with minimum corpus of ₹ 2500
Lakhs and pension funds with minimum corpus of ₹ 2500 Lakhs, a certified copy of a certificate from a chartered
accountant certifying the corpus of the provident fund/pension fund must be lodged along with the Application
Form. Failing this, the Company reserves the right to accept or reject any Application in whole or in part, in either
case, without assigning any reason thereof.

The Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of
the power of attorney along with the Application Form, subject to such terms and conditions that the Company
and the Book Running Lead Manager may deem fit.

BIDS BY PROVIDENT FUNDS/PENSION FUNDS

In case of Applications made by provident funds with minimum corpus of ₹ 2,500 Lakhs (subject to applicable
law) and pension funds with minimum corpus of ₹ 2,500 Lakhs, a certified copy of certificate from a chartered
accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Application
Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either
case, without assigning any reason thereof.

The above information is given for the benefit of the Applicants. Our Company, Promoter Selling Shareholder and
the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of filing of this Red Herring Prospectus. Applicants are advised to make their independent
investigations and ensure that the maximum number of Equity Shares applied for or maximum investment limits
do not exceed the applicable limits under laws or regulations or as specified in this Red Herring Prospectus.

BIDS BY BANKING COMPANIES

In case of Applications made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required to
be attached to the Application Form, failing which our Company reserve the right to reject any Application without
assigning any reason. The investment limit for banking companies in non-financial services Companies as per the
Banking Regulation Act, 1949, and the 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 banks’ own
paid-up share capital and reserves, whichever is less. Further, the aggregate investment in subsidiaries and other
entities engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid-up share
capital and reserves. A banking company may hold up to 30% of the paid-up share capital of the investee company
with the prior approval of the RBI provided that the investee Company is engaged in non-financial activities in
which banking companies are permitted to engage under the Banking Regulation Act.

BIDS BY SCSBs

SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars dated September 13,
2012 and January 02, 2013. Such SCSBs are required to ensure that for making applications on their own account
using ASBA, they should have a separate account in their own name with any other SEBI registered with the
IRDA, a certified copy of certificate of registration issued by IRDA must SCSBs. Further, such account shall be
used solely for the purpose of making application in public issues and clear demarcated funds should be available
in such account for such applications.

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Applications by Systemically Important Non-Banking Financial Companies In case of Applications made by
Systemically Important Non-Banking Financial Companies registered with RBI, certified copies of: (i) the
certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone
basis and a net worth certificate from its statutory auditor, and (iii) such other approval as may be required by the
Systemically Important Non-Banking Financial Companies, are required to be attached to the Application Form.
Failing this, our Company and Promoter Selling Shareholder in consultation with the BRLM, reserves the right to
reject any Bid without assigning any reason thereof. Systematically Important NBFCs participating in the Offer
shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time. Offer
Procedure for Application Supported by Blocked Account (ASBA) Applicants

In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process. Our Company, Promoter Selling Shareholder
and the Book Running Lead Manager are not liable for any amendments, modifications, or changes in applicable
laws or regulations, which may occur after the date of this Red Herring Prospectus. ASBA Applicants are advised
to make their independent investigations and to ensurethat the ASBA Application Form is correctly filled up, as
described in this section.

The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA
Process are provided on [Link] For details
ondesignated branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link.

BIDS BY ANCHOR INVESTORS

In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are provided
below:

1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of
the BRLM.

2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹200
lakhs. A Bid cannot be submitted for over 60.00% of the QIB Portion. In case of a Mutual Fund, separate
Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size
of ₹ 200 lakhs.

3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date.

5) Our Company and Promoter Selling Shareholder in consultation with the BRLM will finalize allocation to
the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor
Investor Portion will not be less than:

a. maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹200
lakhs;

b. minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹ 200 lakhs but up to ₹ 2,500 lakhs, subject to a minimum Allotment
of ₹100 lakhs per Anchor Investor; and

c. in case of allocation above ₹ 2,500 lakhs under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 lakhs, and an additional
10 Anchor Investors for every additional ₹ 2,500 lakhs, subject to minimum allotment of ₹ 100 lakhs
per Anchor Investor.

6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number
of Equity Shares allocated to Anchor Investors and the price at which the allocation will be made
available in the public domain by the BRLM before the Bid/ Offer Opening Date, through intimation
to the Stock Exchange.

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7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the
Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e.,
the Anchor Investor Offer Price.

9) One half of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-
in for a period of 90 days from the date of Allotment and the remaining Equity Shares allotted to Anchor
Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of
Allotment.

10) Neither the BRLM or any associate of the BRLM (other than mutual funds sponsored by entities which are
associate of the BRLM or insurance companies promoted by entities which are associate of the BRLM or
Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the BRLM or FPIs, other
than individuals, corporate bodies and family offices, sponsored by the entities which are associate of the
BRLM shall apply under the Anchor Investors category. Bids made by QIBs under both the Anchor Investor
Portion and the QIB Portion will not be considered multiple Bids.

For more information, please read the General Information Document.

Method and Process of Applications

1. The Designated Intermediaries shall accept applications from the Applicants during the Offer Period.

2. The Offer Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days.
The Offer Period may be extended, if required, by an additional three Working Days, subject to the total
Offer Period not exceeding 10 Working Days.

3. During the Offer Period, Applicants who are interested in subscribing to the Equity Shares should approach
the Designated Intermediaries to register their applications.

4. The Applicant cannot apply on another Application Form after applications on one Application Form have
been submitted to the Designated Intermediaries. Submission of a second Application form to either the
same or to another Designated Intermediaries will be treated as multiple applications and is liable to
rejected either before entering the application into the electronic collecting system or at any point prior to
the allocation or Allotment of Equity Shares in this Offer.

5. Designated Intermediaries accepting the application forms shall be responsible for uploading the
application alongwith other relevant details in application forms on the electronic bidding system of stock
exchange and submitting the form to SCSBs for blocking of funds (except in case of SCSBs, where
blocking of funds will be done by respective SCSBs only). All applications shall be stamped and thereby
acknowledged by the Designated Intermediaries at the time of receipt.

For Applications submitted by investors to After accepting the form, SCSB shall capture and
SCSB: upload the relevant details in the electronic bidding
system as specified by the stock exchange and
may begin blocking funds available in the bank
account specified in the form, to the extent of the
application money specified.
For applications submitted by investors to After accepting the application form, respective
intermediaries there thanSCSBs: Designated Intermediary shall capture and upload
the relevant details in the electronic bidding system
of the stock exchange. Post uploading, they shall
forward a schedule as per prescribed format along
with the application forms to designated branches

229
 of the respective SCSBs for blocking of funds
within one day of closure of Offer.

6. The Designated Intermediaries will enter each application option into the electronic collecting system as a
separateapplication and generate a TRS and give the same to the applicant.

7. Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated
Intermediaries shall verify if sufficient funds equal to the Application Amount are available in the ASBA
Account, as mentioned in the Application Form, prior to uploading such applications with the Stock
Exchange.

8. If sufficient funds are not available in the ASBA Account, the Designated Intermediaries shall reject such
applications and shall not upload such applications with the Stock Exchange.

9. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the
ApplicationAmount mentioned in the Application Form and will enter each application option into the
electronic collecting system as a separate application and generate a TRS for each price and demand option.
The TRS shall be furnishedto the Applicant on request.

10. The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the
Basis of Allotment and consequent transfer of the Application Amount against the Allotted Equity Shares
to the Public Offer Account, or until withdraw/ failure of the Offer or until withdrawal/ rejection of the
Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Offer
shall send an appropriate request to theControlling Branch of the SCSB for unblocking the relevant ASBA
Accounts and for transferring the amount allocable to the successful Applicants to the Public Offer
Account. In case of withdrawal/ failure of the Offer, the blocked amount shall be unblocked on receipt of
such information from the Registrar to the Offer.

Terms of payment

The entire Offer price of ₹ [●] per share is payable on application. In case of allotment of lesser number of Equity
Shares than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on
Application to the Applicants.

SCSBs will transfer the amount as per the instruction of the Registrar to the Public Offer Account, the balance
amount after transfer will be unblocked by the SCSBs.

The applicants should note that the arrangement with Bankers to the Offer or the Registrar is not prescribed by
SEBI and has been established as an arrangement between our Company, Banker to the Offer and the Registrar to
the Offer to facilitate collections from the Applicants.

Payment mechanism

The applicants shall specify the bank account number in their Application Form and the SCSBs shall block an
amount equivalent to the Application Amount in the bank account specified in the Application Form. The SCSB
shall keep the Application Amount in the relevant bank account blocked until withdrawal/ rejection of the
Application or receipt of instructions from the Registrar to unblock the Application Amount. However, Non-Retail
Applicants shall neither withdraw nor lower the size of their applications at any stage. In the event of withdrawal
or rejection of the Application Form or for unsuccessful Application Forms, the Registrar to the Offer shall give
instructions to the SCSBs to unblock the application money in the relevant bank account within one day of receipt
of such instruction. The Application Amount shall remain blocked in the ASBA Account until finalization of the
Basis of Allotment in the Offer and consequent transfer of the Application Amount to the Public Offer Account,
or until withdrawal/ failure of the Offer or until rejection of the Application by the ASBA Applicant, as the case
may be.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and
the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public
offer shall use only Application Supported by Blocked Amount (ASBA) process for application providing details
of the bank account which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further,

230
pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual
Investors applying in public offer have to use UPI as a payment mechanism with Application Supported by Blocked
Amount for making application.

Unblocking of ASBA Account

On the basis of instructions from the Registrar to the Offer, the SCSBs shall transfer the requisite amount against
each successful ASBA Applicant to the ASBA Public Offer Account as per section 40 (3) of the Companies Act,
2013 and shall unblock excess amount, if any in the ASBA Account.

However, the Application Amount may be unblocked in the ASBA Account prior to receipt of intimation from the
Registrar to the Offer by the Controlling Branch of the SCSB regarding finalization of the Basis of Allotment in
the Offer, in the event of withdrawal/failure of the Offer or rejection of the ASBA Application, as the case maybe.

Maximum and Minimum Application Size

The applications in this Offer, being a Book Built issue, will be categorized into two; For Retail Individual
Applicants.

The Application must be for a minimum of 2,000 Equity Shares so as to ensure that the Application amount payable
by the Applicant does not exceed ₹ 2,00,000.

For Other Applicants (Non-Institutional Applicants and QIBs):

The Application must be for a minimum of such number of Equity Shares such that the Application Amount
exceeds ₹ 2,00,000 and in multiples of 2,000 Equity Shares thereafter.

A person shall not make an application in the net offer category for a number of specified securities that exceeds
the total number of securities offered to the public. Further, the maximum application by non-institutional investors
shall not exceed total number of specified securities offered in the offer less total number of specified securities
offered in the offer to qualified institutional buyers.

Further, the maximum Application by a QIB investor should not exceed the investment limits prescribed for them
by applicable laws.

In case of revision in Applications, the Non-Institutional Applicants, who are individuals, have to ensure that the
Application Amount is greater than ₹ 2,00,000 for being considered for allocation in the Non Institutional Portion.

Applicants are advised to ensure that any single Application form does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in
the Red Herring Prospectus.

Option to Receive Equity Shares in Dematerialized Form

Investors should note that Allotment of Equity Shares to all successful Applicants will only be in the dematerialized
form in compliance of the Companies Act, 2013.

Furnishing the details depository account is mandatory and applications without depository account shall be treated
as incomplete and rejected.

The Equity Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges.

Applicants will not have the option of getting Allotment of the Equity Shares in physical form. Allottees shall have
the option to re-materialize the Equity Shares, if they so desire, as per the provision of the Companies Act and the
Depositories Act.

Electronic Registration of Applications

1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.

231
2. The Designated Intermediaries will undertake modification of selected fields in the application details already
uploaded before 1.00 p.m. of next Working Day from the Offer Closing Date.

3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and
commissions in relation to,
i. The applications accepted by them,
ii. The applications uploaded by them
iii. The applications accepted but not uploaded by them or with respect to applications by Applicants,
applications accepted and uploaded by any Designated Intermediary other than SCSBs, the
Application form along with relevant schedules shall be sent to the SCSBs or the Designated Branch
of the relevant SCSBs for blocking offunds and they will be responsible for blocking the necessary
amounts in the ASBA Accounts. In case of Application accepted and uploaded by SCSBs, the SCSBs
or the Designated Branch of the relevant SCSBs will be responsible for blocking the necessary
amounts in the ASBA Accounts.

4. Neither the Book Running Lead Manager nor our Company nor the Registrar to the Offer, shall be responsible
for any acts, mistakes or errors or omission and commissions in relation to,
i. The applications accepted by any Designated Intermediaries
ii. The applications uploaded by any Designated Intermediaries or
iii. The applications accepted but not uploaded by any Designated Intermediaries

5. The Stock Exchange will Offer an electronic facility for registering applications for the Offer. This facility
will available at the terminals of Designated Intermediaries and their authorized agents during the Offer
Period. The Designated Branches or agents of Designated Intermediaries can also set up facilities for off-line
electronic registration of applications subject to the condition that they will subsequently upload the off-line
data file into the online facilities on a regular basis. On the Offer Closing Date, the Designated Intermediaries
shall upload the applications till such time as may be permitted by the Stock Exchange. This information will
be available with the Book Running Lead Manager on a regular basis.

6. With respect to applications by Applicants, at the time of registering such applications, the Syndicate Bakers,
DPs and RTAs shall forward a Schedule as per format given below along with the Application Forms to
Designated Branches of the SCSBs for blocking of funds:

S. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields

7. With respect to applications by Applicants, at the time of registering such applications, the Designated
Intermediaries shall enter the following information pertaining to the Applicants into in the on-line system:

• Name of the Applicant;

• IPO Name;
• Application Form Number;
• Investor Category;
• PAN (of First Applicant, if more than one Applicant);
• DP ID of the demat account of the Applicant;
• Client Identification Number of the demat account of the Applicant;

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 • Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Offer or Designated Branch, as applicable, and bank code of the
SCSB branchwhere the ASBA Account is maintained; and Bank account number.

8. In case of submission of the Application by an Applicant through the Electronic Mode, the Applicant shall
completethe above-mentioned details and mention the bank account number, except the Electronic ASBA
Application Formnumber which shall be system generated.

9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment
to theinvestor, by giving the counter foil or specifying the application number to the investor, as a proof of
having accepted the application form in physical as well as electronic mode. The registration of the
Application by the Designated Intermediaries does not guarantee that the Equity Shares shall be allocated /
allotted either by our Company.

Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.

10. In case of Non-Retail Applicants and Retail Individual Applicants, applications would not be rejected except
on thetechnical grounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries shall
have no right to rejectapplications, except on technical grounds.

11. The permission given by the Stock Exchanges to use their network and software of the Online IPO system
should not in any way be deemed or construed to mean that the compliance with various statutory and other
requirements by our Company and/or the Book Running Lead Manager are cleared or approved by the Stock
Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of
the compliance with the statutory andother requirements nor does it take any responsibility for the financial
or other soundness of our company; our Promoter, our management or any scheme or project of our
Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of
the contents of this Red Herring Prospectus, nor does it warrant that the Equity Shares will be listed or will
continue to be listed on the Stock Exchanges.

12. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Offer Closing
Dateto verify the DP ID and Client ID uploaded in the online IPO system during the Offer Period, after which
the Registrar to the Offer will receive this data from the Stock Exchange and will validate the electronic
application details with Depository’s records. In case no corresponding record is available with Depositories,
which matches the three parameters, namely DP ID, Client ID and PAN, then such applications are liable to
be rejected.

13. The SCSBs shall be given one day after the Offer Closing Date to send confirmation of Funds blocked (Final
certificate) to the Registrar to the Offer.

The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such
details for applications.

Allocation of Equity shares

1. The Offer is being made through the Book Built Process wherein 3,00,000 Equity Shares shall be reserved
for Market Maker and 20,00,000 Equity shares will be allocated on a proportionate basis to Retail
Individual Applicants, subject to valid applications being received from Retail Individual Applicants at the
Offer Price. The balance of the Net Offer will be available for allocation on proportionate basis to Non-
Retail Applicants.

2. Under- subscription if any, in any category, would be allowed to be met with spill-over from any other
category orcombination of categories at the discretion of our Company and Promoter Selling Shareholder
in consultation with the Book Running Lead Manager and the Stock Exchange.

3. Allocation to Non-Residents, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs registered with SEBI,
applyingon repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.

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 4. In terms of SEBI Regulations, Non-Retail Applicants shall not be allowed to either withdraw or lower the
size of their applications at any stage.

5. Allotment status details shall be available on the website of the Registrar to the Offer.

Signing of Underwriting Agreement and Filing of Prospectus with ROC

i. Our company, BRLM, Underwriters and Promoter Selling Shareholder will enter into an Underwriting
agreement before filing prospectus.

ii. A copy of the Red Herring Prospectus will be filed with the RoC in terms of Section 26 and 32 of
Companies Act, 2013.

Pre-Offer Advertisement

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and
the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public
Offer shall use only Application Supported by Blocked Amount (ASBA) process for application providing details
of the bank account which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further,
pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual
Investors applying in public Offer have to use UPI as a payment mechanism with Application Supported by Blocked
Amount for making application. Subject to Section 30 of the Companies Act, 2013, our Company shall, after
registering the Red Herring Prospectus with the RoC, publish a pre-offer advertisement, in the form prescribed by
the SEBI Regulations, in (i) English National Newspaper; (ii) Hindi National Newspaper and (iii) Regional
Newspaper eachwith wide circulation.

The information set out above is given for the benefit of the Bidders/applicants. Our Company, the Promoter
Selling Shareholder, and the BRLM are not liable for any amendments or modification or changes in applicable
laws or regulations, which may occur after the date of this Red Herring Prospectus. Bidders/applicants are advised
to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the
prescribed limits under applicable laws or regulations.

Issuance of Allotment Advice

Upon approval of the Basis of Allotment by the designated stock exchange, the Registrar shall upload on its
website.

On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the
allotment and credit of equity shares. Applicants are advised to instruct their Depository Participants to accept the
Equity Shares that may be allotted to them pursuant to the Offer.

The Book Running Lead Manager or the Registrar to the Offer will dispatch an Allotment Advice to the Applicants
who have been allocated Equity Shares in the Offer. The dispatch of Allotment Advice shall be deemed a valid,
binding and irrevocable contract for the Allotment to such Applicant.

Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the
successful applicants Depository Account within 4 working days of the Offer Closing date. The Issuer also ensures
the credit of shares to the successful Applicants Depository Account is completed within one working Day from
the date of allotment, after the funds are transferred from ASBA Public Offer Account to Public Offer account of
the issuer.

Designated Date

On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into
Public Offer Account with the Bankers to the Offer.

The Company will Issue and dispatch letters of allotment/ or letters of regret along with refund order or credit the
allotted securities to the respective beneficiary accounts, if any within a period of 4 working days of the Offer
Closing Date. The Company will intimate the details of allotment of securities to Depository immediately on

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allotment of securities under relevant provisions of the Companies Act, 2013 or other applicable provisions, if any

ADVERTISEMENT REGARDING OFFER PRICE AND RED HERRING PROSPECTUS

Our Company will issue a statutory advertisement after the filing of the Red Herring Prospectus with the RoC.
This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate
the floor Price and cap price.

General Instructions

Do’s:

1. Check if you are eligible to apply;

2. Read all the instructions carefully and complete the applicable Application Form;

3. Ensure that the details about the Depository Participant and the beneficiary account are correct as Allotment
of Equity Shares will be in the dematerialized form only;

4. All Bidders should submit their Bids through the ASBA process only;

5. Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted to the
DesignatedIntermediary at the Bidding Centre;

6. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account
holder,as the case may be) and the signature of the First Bidder is included in the Application Form;

7. Bidders (other than RIIs bidding through the non-UPI Mechanism) should submit the Application Form only
at the Bidding Centers, i.e. to the respective member of the Syndicate at the Specified Locations, the SCSBs,
the Registered Broker at the Broker Centres, the CRTA at the Designated RTA Locations or CDP at the
Designated CDP Locations. RIIs bidding through the non-UPI Mechanism should either submit the physical
Application Formwith the SCSBs or Designated Branches of SCSBs under Channel I (described in the UPI
Circulars) or submit the Application Form online using the facility of 3-in 1 type accounts under Channel
II (described in the UPICirculars);

8. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than RIBs using the
UPI Mechanism) in the Application Form;

9. RIBs using the UPI Mechanism should ensure that the correct UPI ID (with maximum length of 45 characters
including the handle) is mentioned in the Application Form;

10. RIBs using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the
Bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. RIBs shall ensure
that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’
to the SEBIcircular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;

11. RIBs bidding using the UPI Mechanism should ensure that they use only their own bank account linked UPI
ID to make an application in the Offer;

12. RIBs submitting an Application Form using the UPI Mechanism, should ensure that: (a) the bank where the
bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle being used for
making the Bid is listed on the website of SEBI at
[Link]

13. RIBs submitting a Bid-cum Application Form to any Designated Intermediary (other than SCSBs) should
ensurethat only UPI ID is included in the Field Number 7: Payment Details in the Application Form;

14. RIBs using the UPI Mechanism shall ensure that the bank, with which it has its bank account, where the
funds equivalent to the application amount are available for blocking is UPI 2.0 certified by NPCI;

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15. If the first applicant is not the account holder, ensure that the Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Application Form;

16. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Application Forms;

17. QIBs and Non-Institutional Bidders should submit their Bids through the ASBA process only. Pursuant to
SEBI circular dated November 01, 2018 and July 26, 2019, RII shall submit their bid by using UPI
mechanism for payment;

18. Ensure that the name(s) given in the 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 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;

19. Ensure that you request for and receive a stamped acknowledgement of the Application Form for all your
Bid options;

20. Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before
submitting the Application Form under the ASBA process or application forms submitted by RIIs using UPI
mechanism for payment, to the respective member of the Syndicate (in the Specified Locations), the SCSBs,
the Registered Broker (at the Broker Centers), the RTA (at the Designated RTA Locations) or CDP (at the
DesignatedCDP Locations);

21. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and
obtaina revised acknowledgment;

22. Bidders, other than RIBs using the UPI Mechanism, shall ensure that they have funds equal to the Bid Amount
in the ASBA Account maintained with the SCSB before submitting the ASBA Form to the relevant
Designated Intermediaries

23. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for
transacting in thesecurities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of
a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the
securities market, all Bidders should mention their PAN allotted under the I.T. Act. The exemption for the
Central or the State Government andofficials appointed by the courts and for investors residing in the State of
Sikkim is subject to (a) the DemographicDetails received from the respective depositories confirming the
exemption granted to the beneficiary owner by asuitable 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;

24. Ensure that the Demographic Details are updated, true and correct in all respects;

25. 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;

26. Ensure that the category and the investor status is indicated;

27. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;

28. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;

29. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Application Form and
entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as the

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 case may be, do not match with the DP ID, Client ID and PAN available in the Depository database, then such
Bids are liable to be rejected. Where the Application Form is submitted in joint names, ensure that the
beneficiary accountis also held in the same joint names and such names are in the same sequence in which
they appear in the Application Form;

30. Ensure that the Application Forms are delivered by the Bidders within the time prescribed as per the
Application Form and the Red Herring Prospectus;

31. Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Application Form;

32. Ensure that you have mentioned the details of your own bank account for blocking of fund or your own
bankaccount linked UPI ID to make application in the Public Offer;

33. Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely
mannerfor blocking of fund on your account through UPI ID using UPI application;

34. Ensure that you have correctly signed the authorization/undertaking box in the Application Form, or have
otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA
Accountequivalent to the Bid Amount mentioned in the Application Form at the time of submission of the
Bid;

35. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission
ofyour Application Form; and

36. RIBs shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon the
authorization of the mandate using his/her UPI PIN, an RIB may be deemed to have verified the attachment
containing the application details of the RIB in the UPI Mandate Request and have agreed to block the entire
Bid Amount and authorized the Sponsor Bank to block the Bid Amount mentioned in the Application Form;

37. RIBs shall ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank before
5:00 p.m. on Bid / Offer Closing Date.

38. RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request
received from the Sponsor Bank to authorize blocking of funds equivalent to the revised Bid Amount in the
RIB’s ASBA Account;

39. RIBs using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid, should
also approve the revised Mandate Request generated by the Sponsor Bank to authorize blocking of funds
equivalent tothe revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner;
and

40. Bids by Eligible NRIs and HUFs for a Bid Amount of less than ₹ 2,00,000 would be considered under the
Retail Portion, and Bids for a Bid Amount exceeding ₹ 2,00,000 would be considered under the Non-
Institutional Portion,for the purposes of allocation in the Offer.

The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
is liable to be rejected.

Don’ts:
1. Do not apply for lower than the minimum Application size;

2. Do not apply for a price different from the price mentioned herein or in the Application Form;

3. Do not pay the Application Price in cash, cheque, by money order or by postal order or by stock invest;

237
 4. RIBs should not submit a Bid using the UPI Mechanism, unless the name of the bank where the bank
account linked to your UPI ID is maintained, is listed on the website of the SEBI at
[Link]

5. RIB should not submit a Bid using the UPI Mechanism, using a Mobile App or UPI handle, not listed on
the website of SEBI at
[Link]

6. Do not send Application Forms by post, instead submit the Designated Intermediary only;

7. Do not submit the Application Forms to any non-SCSB bank or our Company.

8. Do not apply on an Application Form that does not have the stamp of the relevant Designated
Intermediary;

9. Do not submit the application without ensuring that funds equivalent to the entire application Amount are
blocked in the relevant ASBA Account;

10. Do not apply for an Application Amount exceeding ₹ 2,00,000 (for applications by Retail Individual
Applicants);

11. Do not fill up the Application Form such that the Equity Shares applied for exceeds the Offer Size and/or
investment limit or maximum number of Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations;

12. Do not submit the General Index Register number instead of the PAN as the application is liable to be
rejected on this ground;

13. Do not submit incorrect details of the DP ID, beneficiary account number and PAN or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;

14. Do not submit applications on plain paper or incomplete or illegible Application Forms in a color prescribed
for another category of Applicant;

15. All Investors submit their applications through the ASBA process only except as mentioned in SEBI Circular
No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 &
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021;

16. Do not make Applications if you are not competent to contract under the Indian Contract Act, 1872, as
amended.

17. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI
in case of Bids submitted by RIB Bidders using the UPI Mechanism;

The Applications should be submitted on the prescribed Application Form is liable to be rejected if the above
instructions, as applicable, are not complied with.

Other instructions for the Bidders

Joint Bids

In the case of Joint Bids, the Bids should be made in the name of the Bidder whose name appears first in the
Depository account. The name so entered should be the same as it appears in the Depository records. The signature
of only such First Bidder would be required in the Application Form and such First Bidder would be deemed to
have signed on behalf of the joint holders.

All communications may be addressed to such Bidders and may be dispatched to his or her address as per the
Demographic Details received from the Depositories.

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Multiple Bids

A Bidder should submit only one Application Form. Submission of a second Application Form to either the same
or to another member of the Syndicate, the sub-Syndicate, SCSB, Registered Broker, RTA and CDP and duplicate
copies of Application Forms bearing the same application number shall be treated as multiple Bids and are liable
to be rejected.

Investor Grievance

In case of any pre-offer or post-offer related problems regarding demat credit/refund orders/unblocking etc., the
Investors can contact the Compliance Officer of our Company.

Nomination Facility to Bidders

Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In
case of allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as
the nomination registered with the Depository may prevail. For changing nominations, the Bidders should inform
their respective DP.

SUBMISSION OF BIDS

I. During the Bid/ Offer Period, Bidders may approach any of the Designated Intermediaries to register their
Bids.
II. In case of Bidders (excluding NIIs) Bidding at Cut-off Price, the Bidders may instruct the SCSBs to block
Bid Amount based on the Cap Price less Discount (if applicable).
III. For Details of the timing on acceptance and upload of Bids in the Stock Exchange Platform Bidders are
requested to refer to the Red Herring Prospectus.

Grounds of Technical Rejections

Bidders are advised to note that SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced
an additional mechanism for investors to submit Application forms in public issues using the stock broker (broker)
network of Stock Exchanges, who may not be syndicate members in an offer with effect from January 01, 2013.
The list of Broker Centre is available on the websites of BSE [Link] and NSE i.e.
[Link]. With a view to broad base the reach of Investors by substantial, enhancing the points for
submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015
has permitted Registrar to the Offer and Share Transfer Agent and Depository Participants registered with SEBI
toaccept the Application forms in Public Offer with effect front January 01, 2016. The List of ETA and DPs centres
for collecting the application is available on the websites of BSE i.e. [Link] and NSE i.e.
[Link]

Applicant’s Depository Account and Bank Details

Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the
Application Form is mandatory and applications that do not contain such details are liable to be rejected.

Please note that, furnishing the details of depository account is mandatory and applications without
depository account shall be treated as incomplete and rejected.

Applicants should note that on the basis of name of the Applicants, Depository Participant’s name, Depository
Participant Identification number and Beneficiary Account Number provided by them in the Application Form as
entered into the Stock Exchange online system, the Registrar to the Offer will obtain from the Depository the
demographic details including address, Applicant’s bank account details, MICR code and occupation (hereinafter
referred to as ‘Demographic Details’). These Bank Account details would be used for giving refunds to the
Applicants. Hence, Applicants are advised to immediately update their Bank Account details as appearing on the
records of the depository participant. Please note that failure to do so could result in delays in dispatch/ credit of
refunds to Applicants at the Applicants’ sole risk and neither the Book Running Lead Manager nor the Registrar to
the Offer or theEscrow Collection Banks or the SCSB nor the Company shall have any responsibility and undertake
any liability for the same. Hence, Applicants should carefully fill in their Depository Account details in the
Application Form. These Demographic Details would be used for all correspondence with the Applicants including

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mailing of the Allotment Advice. The Demographic Details given by Applicants in the Application Form would
not be used for any other purpose by the Registrar to the Offer.

By signing the Application Form, the Applicant would be deemed to have authorized the depositories to
provide,upon request, to the Registrar to the Offer, the required Demographic Details as available on its records.

Submission of Application Form

All Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid
intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter
foil or specifying the application number to the investor, as a proof of having accepted the application form, in
physical or electronic mode, respectively.

Disposal of Application and Application Moneys and Interest in Case of Delay

The Company shall ensure the dispatch of Allotment advice and give benefit to the beneficiary account with
Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two)
working days of date of Allotment of Equity Shares.

The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing
and commencement of trading at SME Platform of NSE where the Equity Shares are proposed to be listed are taken
within 3 (three) working days from Offer Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the
Company further undertakes that:

• Allotment and Listing of Equity Shares shall be made within 3 (three) days of the Offer Closing Date;

• Giving of Instructions for refund by unblocking of amount via ASBA not later than 4 (four) working days
of the Offer Closing Date, would be ensured; and

• If such money is not repaid within prescribed time from the date our Company becomes liable to repay it,
then ourCompany and every officer in default shall, on and from expiry of prescribed time, be liable to
repay such application money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies
Act, 2013 and applicable law. Further, in accordance with Section 40 of the Companies Act, 2013, the
Company and each officerin default may be punishable with fine and/or imprisonment in such a case.

Right to Reject Applications

In case of QIB Applicants, the Company and Promoter Selling Shareholder in consultation with the BRLM may
reject Applications provided that the reasons for rejecting the same shall be provided to such Applicant in writing.
In case of Non-Institutional Applicants,Retail Individual Applicants who applied, the Company has a right to reject
Applications based on technical grounds.

Grounds for Rejection

Applicants are advised to note that Applications are liable to be rejected inter alia on the following technical
grounds:

• Amount paid does not tally with the amount payable for the highest value of Equity Shares applied for;
• In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no
firm as such shall be entitled to apply;
• Application by persons not competent to contract under the Indian Contract Act, 1872 including minors,
insane persons;
• PAN not mentioned in the Application Form;
• GIR number furnished instead of PAN;
• Applications for lower number of Equity Shares than specified for that category of investors;
• Applications at a price other than the Fixed Price of the Offer;

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• Applications for number of Equity Shares which are not in multiples of 2,000;
• The amounts mentioned in the Application Form/Application Form does not tally with the amount payable
for the value of the Equity Shares Bid/Applied for;
• Bids for lower number of Equity Shares than the minimum specified for that category of investors;
• Category not ticked;
• Multiple Applications as defined in the Red Herring Prospectus;
• Applications made using a third-party bank account or using third party UPI ID linked bank account
• In case of Application under power of attorney or by limited companies, corporate, trust etc., where relevant
documents are not submitted;
• Applications accompanied by Stock invest/ money order/ postal order/ cash;
• Signature of sole Applicant is missing;
• Application Forms are not delivered by the Applicant within the time prescribed as per the Application
Forms, Offer Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the
Red Herring Prospectus and the Application Forms;
• In case no corresponding record is available with the Depositories that matches three parameters namely,
names of the Applicants (including the order of names of joint holders), the Depository Participant’s identity
(DP ID) and the beneficiary’s account number;
• Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;
• Applications by OCBs;
• Applications by US persons other than in reliance on Regulations or “qualified institutional buyers” as
defined in Rule 144A under the Securities Act;
• Applications not duly signed;
• Applications by any persons outside India if not in compliance with applicable foreign and Indian laws;
• Applications by any person that do not comply with the securities laws of their respective jurisdictions are
liable to be rejected;
• Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by
SEBI or any other regulatory authority;
• Applications by persons who are not eligible to acquire Equity Shares of the Company in terms of all
applicable laws, rules, regulations, guidelines, and approvals;
• Applications by Applicants, other Retail Individual Applicants, not submitted through ASBA process and
Applications by Retail Individual Applicants not submitted through ASBA process or the UPI process;
• Applications or revisions thereof by QIB Applicants, Non Institutional Applicants where the Application
Amount is in excess of ₹ 2,00,000, received after 3.00 pm on the Offer Closing Date;
• Applications not containing the details of Bank Account and/or Depositories Account.
• In case of Retail Individual Applicants applying through the UPI mechanism, details of UPI ID, not provided
in the Application form

For details of instruction in relation to the Application Form, Applicants may refer to the relevant section of
GIDand UPI Circular.

Equity Shares in Dematerialized Form with NSDL or CDSL

a. An applicant applying for Equity Shares in demat form must have at least one beneficiary account with
the Depository Participants of either NSDL or CDSL prior to making the application.

b. The applicant must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant’s Identification number) appearing in the Application Form or Revision Form.

c. Equity Shares allotted to a successful applicant will be credited in electronic form directly to the
Applicant’s beneficiary account (with the Depository Participant).

d. Names in the Application Form or Revision Form should be identical to those appearing in the account
details in the Depository. In case of joint holders, the names should necessarily be in the same sequence
as they appear in the account details in the Depository.

e. If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’

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 in the Application Form or Revision Form, it is liable to be rejected.

f. The Applicant is responsible for the correctness of his or her demographic details given in the Application
Form vis- à-vis those with their Depository Participant.

g. It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having
electronicconnectivity with NSDL and CDSL. The Stock Exchange platform where our Equity Shares
are proposed to be listed has electronic connectivity with CDSL and NSDL.

h. The trading of the Equity Shares of our Company would be only in dematerialized form.

Communications

Registrar to the Offer quoting the full name of the sole or First Applicant, Application Form number, Applicants
Depository Account Details, number of Equity Shares applied for, date of Application form, name and address of
the Banker to the Offer where the Application was submitted and a copy of the acknowledgement slip.

BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE
APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THE STOCK
EXCHANGE BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID
AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE APPLICATION FORM IS LIABLE
TO BE REJECTED.

EQUITY SHARES IN DEMATERIALSED FORM WITH NSDL OR CDSL

To enable all shareholders of the Company to have their shareholding in electronic form, the Company has signed
the following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:

a. Agreement dated February 16, 2023 among NDSL, the Company and the Registrar to the Offer; and
b. Agreement dated February 16, 2023 among CDSL, the Company and the Registrar to the Offer.
c. The Company’s shares bear ISIN INE0OUW01013.

To, To,
Komal Birla Vinayak Morbale
Company Secretary and Compliance Officer Bigshare Services Private Limited
Durlax Top Surface Limited S6-2, 6th Pinnacle Business Park, Mahakali Caves
301, Jaisingh Commonspace, Dayal Das Road, Road, next to Ahura Centre, Andheri (East), Mumbai-
FP362 W.E. Highway, Vile Parle (East), Mumbai – 400093, Maharashtra, India.
400 057, Maharashtra, India Telephone: 022-6263 8200
Tel No.: +91-75067 99831 Fax: 022-6263 8299
Website: [Link] Email: ipo@[Link];
Email id: cs@[Link] Investor Grievance Email:
investor@[Link];
Website: [Link]
SEBI Registration No.: INR000001385

Payment into Escrow Account(s) for Anchor Investors

Our Company and Promoter Selling Shareholder, in consultation with the BRLM, in its absolute discretion, will
decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity
Shares allocated to them in their respective names will be notified to such Anchor Investors. For Anchor Investors,
the payment instruments for payment into the Escrow Account should be drawn in favor of:

(a) In case of resident Anchor Investors: “ESCROW ACCOUNT DURLAX TOP SURFACE LIMITED
ANCHOR INVESTOR-R”; and
(b) In case of Non-Resident Anchor Investors: “ESCROW ACCOUNT DURLAX TOP SURFACE LIMITED
ANCHOR INVESTOR NR”.

Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established
as an arrangement between our Company and the Syndicate, if any the Escrow Collection Bank and the Registrar

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to the Offer to facilitate collections of Bid amounts from Anchor Investors.

Disposal of Applications and Application Moneys and Interest in Case of Delay

The Company shall ensure the dispatch of Allotment advice, instructions to SCSBs and give benefit to the
beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock
Exchange within one working day of the date of Allotment of Equity Shares.

The Company shall use best efforts that all steps for completion of the necessary formalities for listing and
commencement of trading at SME Platform of NSE where the Equity Shares are proposed to be listed are taken
within 3 (three) working days of closure of the Offer.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013 which is reproduced below:

“Any person who—

a. Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, itssecurities; or

b. Makes or abets making of multiple applications to a company in different names or in different combinations
of hisname or surname for acquiring or subscribing for its securities; or

c. Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to anyother person in a fictitious name, shall be liable for action under Section 447.”

Shall be liable for action under section 447 of Companies Act, 2013 and shall be treated as Fraud.

PROCEDURE AND TIME OF FOR ALLOTMENT AND DEMAT CREDIT

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall upload the same on
its website. On the basis of the approved Basis of Allotment, the Issuer shall pass necessary corporate action to
facilitate the Allotment and credit of Equity Shares.

Bidders are advised to instruct their Depositories

Participant to accept the Equity Shares that may be allotted to them pursuant to the Offer.
Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the Bidders who
have been Allotted Equity Shares in the Offer.
a) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.
b) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) initiate corporate action for credit of shares
to the successful Bidders Depository Account which will be completed within 4 Working Days of the Offer
Closing Date. The Issuer also ensures the credit of shares to the successful Bidder depository account is
completed within one Working Day from the date of Allotment, after the funds are transferred from the Public
Offer Account on the Designated Date.

Basis of Allotment

Allotment will be made in consultation with NSE (The Designated Stock Exchange). In the event of
oversubscription, the allotment will be made on a proportionate basis in marketable lots as set forth here:

The total number of Shares applied for in that category multiplied by the inverse of the over subscription ratio
(number of applicants in the category x number of Shares applied for).

For applications where the proportionate allotment works out to less than 2,000 equity shares the allotment will be
made as follows:

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Each successful applicant shall be allotted 2,000 equity shares; and

The successful applicants out of the total applicants for that category shall be determined by the draw of lots in such
a manner that the total number of Shares allotted in that category is equal to the number of Shares worked out as
per (2) above.

If the proportionate allotment to an applicant works out to a number that is not a multiple of 2,000 equity shares,
the applicant would be allotted Shares by rounding off to the lower nearest multiple of 2,000 equity shares subject
to a minimum allotment of 2,000 equity shares.

If the Shares allocated on a proportionate basis to any category is more than the Shares allotted to the applicants
inthat category, the balance available Shares for allocation shall be first adjusted against any category, where the
allotted Shares are not sufficient for proportionate allotment to the successful applicants in that category, the balance
Shares, if any, remaining after such adjustment will be added to the category comprising of applicants applying for
the minimum number of Shares.

Since present Offer is a Book Built Issue, the allocation in the net Offer to the public category in terms of Regulation
253 of the SEBI (ICDR) Regulations, 2018 shall be made as follows:

a) not less than thirty-five per cent. to retail individual investors;

b) not less than fifteen per cent. to non-institutional investors;
c) not more than fifty per cent. to qualified institutional buyers, five per cent. of which shall be allocated to mutual
funds:

Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b)may be allocated
to applicants in any other category:

Provided further that in addition to five per cent. allocation available in terms of clause (c), mutual funds shall be
eligible for allocation under the balance available for qualified institutional buyers.

In case the aggregate demand in this category is greater than 10,83,000 Equity Shares at or above the Offer Price,
Allotmentshall be made on a proportionate basis up to a minimum of 2,000 Equity Shares and in multiples of 2,000
Equity Sharesthereafter. For the method of proportionate Basis of Allotment refer below.

Names of entities responsible for finalizing the Basis of Allotment in the event of Under Subscription

In the event of under subscription in the Offer, the obligations of the Underwriters shall get triggered in terms of
the Underwriting Agreement. The Minimum subscription of 100% of the Offer size shall be achieved before our
company proceeds to get the basis of allotment approved by the Designated Stock Exchange.

The Executive Director/Managing Director of the SME Platform of NSE – the Designated Stock Exchange in
addition to Book Running Lead Manager and Registrar to the Public Offer shall be responsible to ensure that the
basis of allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations, 2018.

As per the RBI regulations, OCBs are not permitted to participate in the Offer.

There is no reservation for Non-Residents, NRIs, FPIs and foreign venture capital funds and all Non-Residents, NRI,
FPI and Foreign Venture Capital Funds applicants will be treated on the same basis with other categories for the
purpose of allocation.

Undertakings by Our Company

We undertake as follows:

• That the complaints received in respect of the Offer shall be attended to by our Company expeditiously
and satisfactorily;

• That all steps will be taken for the completion of the necessary formalities for listing and commencement
of trading at the Stock Exchange where the Equity Shares are proposed to be listed within 3 (three)
Working days of closure ofthe Offer;

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 • That if the Company do not proceed with the Offer, the reason thereof shall be given as a public notice to
be issued by our Company within two days of the Offer Closing Date. The public notice shall be issued
in the same newspapers where the pre-offer advertisements were published. The stock exchange on which
the Equity Shares are proposed to be listed shall also be informed promptly;

• That our Promoter’s contribution in full has already been brought in;

• That no further Issue of Equity Shares shall be made till the Equity Shares offered through the Red Herring
Prospectus are listed or until the Application monies are unblocked on account of non-listing, under
subscription etc. and That if the Company withdraws the offer after the Offer Closing Date, our Company
shall be required to file a fresh offer document with the ROC/ SEBI, in the event our Company
subsequently decides to proceed with the Issuer;

• 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 us;

• That where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within the specified period of closure of the Offer giving
details of thebank where refunds shall be credited along with amount and expected date of electronic
credit of refund;

• that, except issuance of the Equity Shares pursuant to the Fresh Issue issuance of the Equity Shares upon
the Pre-IPO Placement, no further issue of the Equity Shares shall be made till the Equity Shares offered
through the Red Herring Prospectus are listed or until the Bid monies are refunded/unblocked in the
relevant ASBA Accounts on account of non-listing, under-subscription, etc.;

• That Company shall not have recourse to the Offer proceeds until the approval for trading of the Equity
Shares fromthe Stock Exchange where listing is sought has been received;

• Adequate arrangements shall be made to collect all Application Forms from the Applicants;

• That the certificates of the securities/refund orders to Eligible NRIs shall be dispatched within specified
time; and that none of the promoter or directors of the company is wilful defaulter or Fraudulent Borrower
under Section 5(c) of SEBI (ICDR) Regulations, 2018.

Undertakings by Promoter Selling Shareholder

Selling Shareholder, specifically undertake and/or confirms the following solely in respect to itself as a Selling
Shareholder and its respective portion of the Offered Shares:

• it is the legal and beneficial holder and has full title to its respective portion of the Offered Shares;
• its respective portion of the Offered Shares shall be transferred pursuant to the Offer, free and clear of
any encumbrances;
• it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to any Bidder for making a Bid in the Offer, except for fees or commission for
services rendered in relation to the Offer; and
• it shall not have recourse to the proceeds from the Offer for Sale until receipt by our Company of the final
listing and trading approvals from the Stock Exchange.

Utilization of Offer Proceeds

The Board of Directors of our Company certifies that:

a) All monies received out of the Offer shall be credited/ transferred to a separate bank account other than the
bank account referred to in sub section (3) of Section 40 of the Companies Act 2013;

b) Details of all monies utilized out of the Offer referred above shall be disclosed and continue to be disclosed

245
 till the time any part of the Offer proceeds remains unutilized, under an appropriate head in the balance sheet
of our company indicating the purpose for which such monies have been utilized;

c) Details of all unutilized monies out of the Offer, if any shall be disclosed under an appropriate separate
head in the balance sheet of our company indicating the form in which such unutilized monies have been
invested and.

d) Our Company shall comply with the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in relation to the disclosure and monitoring of the utilization of the
proceeds of the Offer.

e) Our Company shall not have recourse to utilize the Offer Proceeds until the approval for listing and trading
of the Equity Shares from the Stock Exchange where listing is sought has been received.

f) Our Company undertakes that the complaints or comments received in respect of the Offer shall be attended
by our Company expeditiously and satisfactorily.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the FDI Policy of the Government of India and
FEMA and the circulars and notifications issued [Link] the FDI Policy prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA
regulates the precise manner in which such investment may be made. The Government has from time to time
made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases.

The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government
of India (“DPIIT”), formerly known as Department of Industrial Policy and Promotion issued the Consolidated
FDI Policy Circular of 2020 (“FDI Policy”) by way of circular bearing number DPIIT file number 5(2)/2020-
FDI Policy dated October 15, 2020, which with effect from October 15, 2020, consolidates and supersedes all
previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect
as on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. Up to 100%
foreign investment under the automatic route is currently permitted in the “Manufacturing” sector. For details,
see “Key Industry Regulations and Policies” on page 128.

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 FDI Policy
and transfer does not attract theprovisions of the Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign ExchangeManagement (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. Furthermore, on April 22, 2020, the Ministry of
Finance, Government of India has also made a similar amendment to the FEMA Rules. 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 thereofwithin the Offer Period.

As per the existing policy of the Government, OCBs could not participate in this Offer.

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 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 in accordance with any applicable U.S. state securities laws.
Accordingly, the Equity Shares are may be offered and sold outside the United States in offshore transactions
in reliance on with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where
such offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

For further details, see “Offer Procedure” beginning on page 214 of this Red Herring Prospectus.

The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead
Managers are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that the number of Equity Shares Bid for did not exceed the applicable limits under
laws or regulations.

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 SECTION X-MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
DULAX TOP SURFACE LIMITED
India Non-Government Company Having Share Capital
Incorporated under the Companies Act, 2013

***The following regulations comprised in these Articles of Association were adopted pursuant to Special
Resolution passed at the Extra Ordinary General Meeting of the Company held on 17 th April 2023 in substitution
for, and to the entire exclusion of, the earlier regulations comprised on the extant Articles of Association of the
Company.
Article Sub Sub Heading
No. Article
No.
I. INTERPRETATION
I. (1) The regulations contained in the Table marked ‘F’ in Schedule I to the Companies Act, 2013 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.

(2) The regulations for the management of the Company and for the observance by the members thereto
and their representatives, shall, subject to any exercise of the statutory powers of the Company with
reference to the deletion or alteration of or addition to its regulations by resolution as prescribed or
permitted by the Companies Act, 2013, be such as are contained in these Articles.

(3) In these Articles:

(a) “Act” means the Companies Act, 2013 or any statutory modification or re-enactment thereof for
the time being in force and the term shall be deemed to refer to the applicable section thereof which
is relatable to the relevant Article in which the said term appears in these Articles and any previous
company law, so far as may be applicable.

(b) “Articles” means these articles of association of the Company or as altered from time to time.

(c) “Board of Directors” or “Board”, means the collective body of the directors of the Company.

(d) “Company” means “DULAX TOP SURFACE LIMITED”

(e) “Rules” means the applicable rules for the time being in force as prescribed under relevant sections
of the Act.

(f) “Seal” means the common seal of the Company.

(4) Words importing the singular number shall include the plural number and words importing the
masculine gender shall, where the context admits, include the feminine and neuter gender.

(5) Unless the context otherwise requires, words or expressions contained in these Articles shall bear the
same meaning as in the Act or the Rules, as the case may be.

II. SHARE CAPITAL AND VARIATION OF RIGHTS

1 a. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company
shall be under the control of the Board who may issue, allot or otherwise dispose of the same or any
of them to such persons, in such proportion and on such terms and conditions and either at a
premium or at par and at such time as they may from time to time think fit.

248
 b. The option or right to call of shares shall not be given to any person or persons without the sanction
of the Company in General Meeting.

2 Subject to the provisions of the Act and these Articles, the Board 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 Company in the conduct of its
business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up
otherwise than for cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares,
as the case may be.

3 The Company may issue the following kinds of shares in accordance with these Articles, the Act, the
Rules and other applicable laws:
(a) Equity Share Capital:
(i) with voting rights; and / or
(ii) with differential rights as to dividend, voting or otherwise in accordance with the Rules; and
(b) Preference Share Capital.

4 (1) Every person whose name is entered as a member in the register of members shall be entitled to receive
within two months after allotment or within one month from the date of receipt by the Company of the
application for the registration of transfer or transmission or within such other period as the conditions
of issue shall provide -
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of such charges as may be
fixed by the Board for each certificate after the first.

(2) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount
paid-up thereon.

(3) In respect of any share or shares held jointly by several persons, the Company shall not be bound to
issue more than one certificate, and delivery of a certificate for a share to one of several joint holders
shall be sufficient delivery to all such holders.

5 A person subscribing to shares offered by the Company shall have the option either to receive certificates
for such shares or hold the shares in a dematerialised state with a depository. Where a person opts to
hold any share with the depository, the Company shall intimate such depository the details of allotment
of the share to enable the depository to enter in its records the name of such person as the beneficial
owner of that share.

6 (1) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
for endorsement of transfer, then upon production and surrender thereof to the Company, a new
certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof
to the satisfaction of the Company and on execution of such indemnity as the Board deems adequate, a
new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on
payment of fees for each certificate as may be fixed by the Board.

(2) The provisions of the foregoing Articles relating to issue of certificates shall mutatis mutandis apply to
issue of certificates for any other securities including debentures (except where the Act otherwise
requires) of the Company.

7 (1)
The Company may exercise the powers of paying commissions conferred by the Act, to any person in
connection with the subscription to its securities, provided that the rate per cent or the amount of the
commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the Rules.

(2) The rate or amount of the commission shall not exceed the rate or amount prescribed in the Rules.

(3) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares
or partly in the one way and partly in the other.

249
 (4) 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 the Act, and whether or not the Company is being wound up, be varied with the consent in writing,
of such number of the holders of the issued shares of that class, or with the sanction of a resolution
passed at a separate meeting of the holders of the shares of that class, as prescribed by the Act.

(5) To every such separate meeting, the provisions of these Articles relating to general meetings shall
mutatis mutandis apply.

(6) The rights conferred upon the holders of the shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed
to be varied by the creation or issue of further shares ranking pari passu therewith.

(7) Subject to the provisions of the Act, the Board shall have the power to issue or re-issue preference shares
of one or more classes which are liable to be redeemed, or converted to equity shares, on such terms and
conditions and in such manner as determined by the Board in accordance with the Act.
8 (1) The Board or the Company, as the case may be, may, in accordance with the Act and the Rules, issue
further shares
to -
(a) persons who, at the date of offer, are holders of equity shares of the Company; such offer shall be
deemed to include a right exercisable by the person concerned to renounce the shares offered to him or
any of them in favour of any other person; or
(b) employees under any scheme of employees’ stock option; or
(c) any persons, whether or not those persons include the persons referred to in clause (a) or clause (b)
above.

(2) 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 and the
Rules.

LIEN
9 (1) The Company shall have a first and paramount lien - (a) on every share (not being a fully paid share),
for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that
share; and(b) on all shares (not being fully paid shares) standing registered in the name of a member, for
all monies presently payable by him or his estate to the Company: Provided that the Board may at any
time declare any share to be wholly or in part exempt from the provisions of this clause.

(2) The Company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from
time to time in respect of such shares.

10 The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has
a lien: Provided that no sale shall be made—
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given to the
registered holder for the time being of the share or to the person entitled thereto by reason of his death
or insolvency.

11 (1) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the
purchaser thereof.

(2) The purchaser shall be registered as the holder of the shares comprised in any such transfer.

(3) The receipt of the Company for the consideration (if any) given for the share on the sale thereof shall
(subject, if necessary, to execution of an instrument of transfer or a transfer by relevant system, as the
case may be) constitute a good title to the share and the purchaser shall be registered as the holder of the
share.

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 (4) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to
the shares be affected by any irregularity or invalidity in the proceedings with reference to the sale.

12 (1) The proceeds of the sale shall be received by the Company and applied in payment of such part of the
amount in respect of which the lien exists as is presently payable.

(2) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares
before the sale, be paid to the person entitled to the shares at the date of the sale.

(3) In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the
absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction
or unless required by any statute) be bound to recognise any equitable or other claim to, or interest in,
such share on the part of any other person, whether a creditor of the registered holder or otherwise. The
Company’s lien shall prevail notwithstanding that it has received notice of any such claim.

(4) The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities
including debentures of the Company.

CALLS ON SHARES
13 (1) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on
their shares (whether on account of the nominal value of the shares or by way of premium) and not by
the conditions of allotment thereof made payable at fixed times.

(2) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and
place of payment, pay to the Company, at the time or times and place so specified, the amount called on
his shares.

(3) The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call in
respect of one or more members as the Board may deem appropriate in any circumstances.

(4) A call may be revoked or postponed at the discretion of the Board.

14 A call shall be deemed to have been made at the time when the resolution of the Board authorising the
call was passed and may be required to be paid by instalments.

15 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

16 (1) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the
person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof
to the time of actual payment at ten percent per annum or at such lower rate, if any, as the Board may
determine.

(2) The Board shall be at liberty to waive payment of any such interest wholly or in part.

17 (1) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the share or by way of premium, shall, for the purposes of
these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue
such sum becomes payable.

(2) In case of non-payment of such sum, all the relevant provisions of 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.

18 (1) The Board -

(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the
monies uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become
presently payable) pay interest at such rate as may be fixed by the Board. Nothing contained in this

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 clause shall confer on the member (a) any right to participate in profits or dividends or (b) any voting
rights in respect of the moneys so paid by him
(c) ntil the same would, but for such payment, become presently payable by him.

(2) If by the conditions of allotment of any shares, the whole or part of the amount of issue price thereof
shall be payable by instalments, then every such instalment shall, when due, be paid to the Company by
the person who, for the time being and from time to time, is or shall be the registered holder of the share
or the legal representative of a deceased registered holder.

(3) All calls shall be made on a uniform basis on all shares falling under the same class.
Explanation: Shares of the same nominal value on which different amounts have been paid-up shall not
be deemed to fall under the same class.

(4) Neither a judgment nor a decree in favour 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 a 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 payment of any
such money shall preclude the forfeiture of such shares as herein provided.

(5) The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities
including Debentures of the Company.
TRANSFER OF SHARES
19 (1) The instrument of transfer of any share in the Company shall be duly executed by or on behalf of both
the transferor and transferee.

(2) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered
in the register of members in respect thereof.

20 The Board may, subject to the right of appeal conferred by section 58 decline to register -
(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) any transfer of shares on which the Company has a lien.

21 In case of shares held in physical form, the Board may decline to recognise any instrument of transfer
unless -
(a) the instrument of transfer is duly executed and is in the form as prescribed in the Rules made under
the Act;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such
other evidence as the Board may reasonably require to show the right of the transferor to make the
transfer; and
(c) the instrument of transfer is in respect of only one class of shares.

22 (1) On giving of previous notice of at least seven days or such lesser period in accordance with the Act and
Rules made thereunder, the registration of transfers may be suspended at such times and for such periods
as the Board may from time to time determine:

Provided that such registration shall not be suspended for more than thirty days at any one time or for
more than forty-five days in the aggregate in any year.

(2) The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other
securities including debentures of the Company.

TRANSMISSION OF SHARES
23 (1) On the death of a member, the survivor or survivors where the member was a joint holder, and his
nominee or nominees or legal representatives where he was a sole holder, shall be the only persons
recognised by the Company as having any title to his interest in the shares.

(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any liability in respect of
any share which had been jointly held by him with other persons.

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24 (1) Any person becoming entitled to a share in consequence of the death or insolvency of a member may,
upon such evidence being produced as may from time to time properly be required by the Board and
subject as hereinafter provided, elect, either -
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have made.

(2) The Board shall, in either case, have the same right to decline or suspend registration as it would have
had, if the deceased or insolvent member had transferred the share before his death or insolvency.

(3) The Company shall be fully indemnified by such person from all liability, if any, by actions taken by
the Board to give effect to such registration or transfer.

25 (1) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall
deliver or send to the Company a notice in writing signed by him stating that he so elects.

(2) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer
of the share.

(3) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and
the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if
the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed
by that member.

26 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.

27 The provisions of these Articles relating to transmission by operation of law shall mutatis mutandis
apply to any other Securities including debentures of the Company.

FORFEITURE OF SHARES
28 If a member fails to pay any call, or instalment of a call or any money due in respect of any share, on
the day appointed for payment thereof, the Board may, at any time thereafter during such time as any
part of the call or instalment remains unpaid or a judgement or decree in respect thereof remains
unsatisfied in whole or in part, serve a notice on him requiring payment of so much of the call or
instalment or other money as is unpaid, together with any interest which may have accrued and all
expenses that may have been incurred by the Company by reason of non-payment.

29 The notice aforesaid shall:

(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the
notice) on or before which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which
the call was made shall be liable to be forfeited.

30 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.

31 (1) Neither the receipt by the Company for a portion of any money which may from time to time be due
from any member in respect of his shares, nor any indulgence that may be granted by the Company in
respect of payment of any such money, shall preclude the Company from thereafter proceeding to

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 enforce a forfeiture in respect of such shares as herein provided. Such forfeiture shall include all
dividends declared or any other moneys payable in respect of the forfeited shares and not actually paid
before the forfeiture.

(2) When any share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting
member and an entry of the forfeiture with the date thereof, shall forthwith be made in the register of
members but no forfeiture shall be invalidated by any omission or neglect or any failure to give such
notice or make such entry as aforesaid.
(3) The forfeiture of a share 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 and all other rights incidental to the share.

(4) A forfeited share shall be deemed to be the property of the Company and may be sold or re-allotted or
otherwise disposed of either to the person who was before such forfeiture the holder thereof or entitled
thereto or to any other person on such terms and in such manner as the Board thinks fit. Forfeited shares
may be sold, etc.
(5) At any time before a sale, re-allotment or disposal as aforesaid, the Board may cancel the forfeiture on
such terms as it thinks fit.

32 (1) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares,
but shall, notwithstanding the forfeiture, remain liable to pay, and shall pay, to the Company all monies
which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares.

(2) All such monies payable shall be paid together with interest thereon at such rate as the Board may
determine, from the time of forfeiture until payment or realisation. The Board may, if it thinks fit, but
without being under any obligation to do so, enforce the payment of the whole or any portion of the
monies due, without any allowance for the value of the shares at the time of forfeiture or waive payment
in whole or in part.

(3) The liability of such person shall cease if and when the Company shall have received payment in full of
all such monies in respect of the shares.

33 (1) A duly verified declaration in writing that the declarant is a director, the manager or the secretary of the
Company, and that a share in the Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to
the share;

(2) The Company may receive the consideration, if any, given for the share on any sale, re-allotment or
disposal thereof and may execute a transfer of the share in favour of the person to whom the share is
sold or disposed of;

(3) The transferee shall thereupon be registered as the holder of the share; and

(4) The transferee shall not be bound to see to the application the purchase money, if any, nor shall his title
to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,
sale, re-allotment or disposal of the share.

34 (1) Upon any sale after forfeiture or for enforcing a lien in exercise of the powers hereinabove given, the
Board may, if necessary, appoint some person to execute an instrument for transfer of the shares sold
and cause the purchaser’s name to be entered in the register of members in respect of the shares sold and
after his name has been entered in the register of members in respect of such shares the validity of the
sale shall not be impeached by any person.

(2) Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate(s), if any, originally issued in respect of the relative shares shall (unless the same shall on
demand by the Company has been previously surrendered to it by the defaulting member) stand
cancelled and become null and void and be of no effect, and the Board shall be entitled to issue a
duplicate certificate(s) in respect of the said shares to the person(s) entitled thereto.

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 (3) The Board may, subject to the provisions of the Act, accept a surrender of any share from or by any
member desirous of surrendering them on such terms as they think fit.

(4) The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which,
by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal
value of the share or by way of premium, as if the same had been payable by virtue of a call duly made
and notified

a. The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any
other securities including debentures of the Company.

b. No unclaimed Dividend shall be forfeited by the Board unless the claim thereto becomes barred by
law and the Company shall comply with the provision of Sections 124 and 125 of the Act in respect
of all unclaimed or unpaid dividends.
ALTERATION OF CAPITAL
35 The company may, from time to time, by ordinary resolution increase the share capital by such sum, to
be divided into shares of such amount, as may be specified in the resolution.

36 Subject to the provisions of the Act, the Company may, by Ordinary Resolution -
(a) increase the share capital by such sum, to be divided into shares of such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares: Provided that any consolidation and division which results in changes in the voting percentage
of members shall require applicable approvals under the Act;
(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up
shares of any denomination;
(d) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;
(e) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed
to be taken by any person.

37 (1) Where shares are converted into stock-

the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the
same regulations under which, the shares from which the stock arose might before the conversion have
been transferred, or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so,
however, that such minimum shall not exceed the nominal amount of the shares from which the stock
arose;
(2) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they
held the shares from which the stock arose; but no such privilege or advantage (except participation in
the dividends and profits of the Company and in the assets on winding up) shall be conferred by an
amount of stock which would not, if existing in shares, have conferred that privilege or advantage;

(3) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the
words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder”
respectively.

38 (1) The Company may, by resolution as prescribed by the Act, reduce in any manner and in accordance with
the provisions of the Act and the Rules, —
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.

(2) Where two or more persons are registered as joint holders (not more than three) of any share, they shall
be deemed (so far as the Company is concerned) to hold the same as joint tenants with benefits of
survivorship, subject to the following and other provisions contained in these Articles:

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 (3) The joint-holders of any share shall be liable severally as well as jointly for and in respect of all calls or
instalments and other payments which ought to be made in respect of such share.

(4) On the death of any one 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 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 shares held by him jointly with any other person.
(5) Any one of such joint holders may give effectual receipts of any dividends, interests or other moneys
payable in respect of such share.

(6) Only the person whose name stands first in the register of members as one of the joint-holders of any
share shall be entitled to the delivery of certificate, if any, relating to such share or to receive notice
(which term shall be deemed to include all relevant documents) and any notice served on or sent to such
person shall be deemed service on all the joint-holders.

(7) (i) Any one of 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 then that one of such persons so
present whose name stands first or higher (as the case may be) on the register in respect of such shares
shall alone be entitled to vote in respect thereof. ii) Several executors or administrators of a deceased
member in whose (deceased member) sole name any share stands, shall for the purpose of this clause be
deemed joint-holders.

(8) The provisions of these Articles relating to joint holders of shares shall mutatis mutandis apply to any
other securities including debentures of the Company registered in joint names.

CAPITALISATION OF PROFITS
39 (1) The Company in general meeting may, upon the recommendation of the Board, resolve —
(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any
of the Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available
for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause (2) below
amongst the members who would have been entitled thereto, if distributed by way of dividend and in
the same proportions.

(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in
clause (3) below, either in or towards:
(A) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(B) paying up in full, unissued shares or other securities of the Company to be allotted and distributed,
credited as fully paid-up, to and amongst such members in the proportions aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B).

(3) A securities premium account and a capital redemption reserve account or any other permissible reserve
account may, for the purposes of this Article, be applied in the paying up of unissued shares to be issued
to members of the Company as fully paid bonus shares;

(4) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.

40 (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall -
(a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby,
and all allotments and issues of fully paid shares if any; and
(b) generally, do all acts and things required to give effect thereto.

(2) The Board shall have power—

(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as
it thinks fit, for the case of shares becoming distributable in fractions; and
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with
the Company providing for the allotment to them respectively, credited as fully paid-up, of any further
shares or other securities to which they may be entitled upon such capitalisation, or as the case may
require, for the payment by the Company on their behalf, by the application thereto of their respective

256
 proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining
unpaid on their existing shares.

(3) Any agreement made under such authority shall be effective and binding on such members.

BUY-BACK OF SHARES
41 Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70
and any other applicable provision of the Act
or any other law for the time being in force, the company may purchase its own shares or other specified
securities.

GENERAL MEETINGS
42 All general meetings other than Annual General Meeting shall be called Extraordinary General Meeting.

43 The Board may, whenever it thinks fit, call an Extraordinary General Meeting.

PROCEEDINGS AT GENERAL MEETINGS

44 (1) No business shall be transacted at any general meeting unless a quorum of members is present at the
time when the meeting proceeds to business.

(2) No business shall be discussed or transacted at any general meeting except election of Chairperson whilst
the chair is vacant.

(3) The quorum for a general meeting shall be as provided in the Act.

45 The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the
Company.

46 If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for
holding the meeting or is unwilling to act as chairperson of the meeting, the directors present shall elect
one of their members to be Chairperson of the meeting.

47 If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen
minutes after the time appointed for holding the meeting, the members present shall choose one of their
members to be Chairperson of the meeting.

48 (1) On any business at any general meeting, in case of an equality of votes, whether on a show of hands or
electronically or on a poll, the Chairperson shall have a second or casting vote.

(2) The Company shall cause minutes of the proceedings of every general meeting of any class of members
or creditors and every resolution passed by postal ballot to be prepared and signed in such manner as
may be prescribed by the Rules and kept by making within thirty days of the conclusion of every such
meeting concerned or passing of resolution by postal ballot entries thereof in books kept for that purpose
with their pages consecutively numbered.

(3) There shall not be included in the minutes any matter which, in the opinion of the Chairperson of the
meeting -
(a) is, or could reasonably be regarded, as defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the Company.

(4) The Chairperson shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any
matter in the minutes on the grounds specified in the aforesaid clause.

(5) The minutes of the meeting kept in accordance with the provisions of the Act shall be evidence of the
proceedings recorded therein.

(6) The books containing the minutes of the proceedings of any general meeting of the Company or a
resolution passed by postal ballot shall:

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 (a) be kept at the registered office of the Company; and
(b) be open to inspection of any member without charge, during 11.00 a.m. to 1.00 p.m. on all working
days other than Saturdays.

(7) Any member shall be entitled to be furnished, within the time prescribed by the Act, after he has made
a request in writing in that behalf to the Company and on payment of such fees as may be fixed by the
Board, with a copy of any minutes referred to in clause (1) above: Provided that a member who has
made a request for provision of a soft copy of the minutes of any previous general meeting held during
the period immediately preceding three financial years, shall be entitled to be furnished with the same
free of cost.

(8) The Board, and also any person(s) authorised by it, may take any action before the commencement of
any general meeting, or any meeting of a class of members in the Company, which they may think fit to
ensure the security of the meeting, the safety of people attending the meeting, and the future orderly
conduct of the meeting. Any decision made in good faith under this Article shall be final, and rights to
attend and participate in the meeting concerned shall be subject to such decision.

ADJOURNMENT OF MEETING
49 (1) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so
directed by the meeting, adjourn the meeting from time to time and from place to place.

(2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.

(3) 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.

(4) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.

VOTING RIGHTS
50 Subject to any rights or restrictions for the time being attached to any class or classes of shares

(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share
capital of the company.

51 A member may exercise his vote at a meeting by electronic means in accordance with section 108 and
shall vote only once.

52 (1) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders.

(2) For this purpose, seniority shall be determined by the order in which the names stand in the register of
members.

53 (1) A member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other
legal guardian, and any such committee or guardian may, on a poll, vote by proxy. If any member be a
minor, the vote in respect of his share or shares shall be by his guardian or any one of his guardians.

(2) Subject to the provisions of the Act and other provisions of these Articles, any person entitled under the
Transmission Clause to any shares may vote at any general meeting in respect thereof as if he was the
registered holder of such shares, provided that at least 48 (forty eight) hours before the time of holding
the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall duly satisfy
the Board of his right to such shares unless the Board shall have previously admitted his right to vote at
such meeting in respect thereof.

258
54 Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.

55 No member shall be entitled to vote at any general meeting unless all calls or other sums presently
payable by him in respect of shares in the Company have been paid or in regard to which the Company
has exercised any right of lien.

56 (1) A member is not prohibited from exercising his voting 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 the preceding Article.

(2) Any member 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 members of the same class.

PROXY
57 (1) Any member entitled to attend and vote at a general meeting may do so either personally or through his
constituted attorney or through another person as a proxy on his behalf, for that meeting.

(2) The instrument appointing a proxy and the power-of attorney or other authority, if any, under which it
is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the
Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which
the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be
treated as valid.

58 An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.

59 (1) 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:

(2) Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been
received by the Company at its office before the commencement of the meeting or adjourned meeting
at which the proxy is used.

BOARD OF DIRECTORS
60 Unless otherwise determined by the Company in general meeting, the number of directors shall not be
less than 3 (three) and shall not be more than 15 (fifteen). Names of first Board of Directors of the
company

1. Shravan Suthar
2. Lalit Suthar
3. Amit Vyas
4. Pankaj Suthar

(1) The Board shall have the power to determine the directors whose period of office is or is not liable to
determination by retirement of directors by rotation.

(2) The same individual may, at the same time, be appointed as the Chairperson of the Company as well as
the Managing Director or Chief Executive Officer of the Company.

61 (1) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to
accrue from day-to-day.

(2) The remuneration payable to the directors, including any managing or whole-time director or manager,
if any, shall be determined in accordance with and subject to the provisions of the Act by an ordinary
resolution passed by the Company in general meeting.

(3) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all
travelling, hotel and other expenses properly incurred by them—

259
 (a) in attending and returning from meetings of the Board of Directors or any committee thereof or
general meetings of the Company; or
(b) in connection with the business of the Company.

62 The Board may pay all expenses incurred in getting up and registering the company.

63 The company may exercise the powers conferred on it by section 88 with regard to the keeping of a
foreign register; and the Board may (subject to the provisions of that section) make and vary such
regulations as it may think fit respecting the keeping of any such register.

64 All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and
all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by such person and in such manner as the Board shall from time to time
by resolution determine.

65 Every director present at any meeting of the Board or of a committee thereof shall sign his name in a
book to be kept for that purpose.

66 (1) Subject to the provisions of the Act, the Board shall have power at any time, and from time to time, to
appoint a person as an additional director, provided the number of the directors and additional directors
together shall not at any time exceed the maximum strength fixed for the Board by the Articles.

(2) Such person shall hold office only up to the date of the next annual general meeting of the Company but
shall be eligible for appointment by the Company as a director at that meeting subject to the provisions
of the Act.

(3) The Board may appoint an alternate director to act for a director (hereinafter in this Article called “the
Original Director”) during his absence for a period of not less than three months from India. No person
shall be appointed as an alternate director for an independent director unless he is qualified to be
appointed as an independent director under the provisions of the Act.

(4) An alternate director shall not hold office for a period longer than that permissible to the Original
Director in whose place he has been appointed and shall vacate the office if and when the Original
Director returns to India.

(5) If the term of office of the Original Director is determined before he returns to India the automatic
reappointment of retiring directors in default of another appointment shall apply to the Original Director
and not to the alternate director.

(6) If the office of any director appointed by the Company in general meeting is vacated before his term of
office expires in the normal course, the resulting casual vacancy may, be filled by the Board of Directors
at a meeting of the Board.

(7) 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.

(8) The management of the business of the Company shall be vested in the Board and the Board 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 statute or otherwise
directed or required to be exercised or done by the Company in general meeting but subject nevertheless
to the provisions of the Act and other laws and of the memorandum of association and these Articles
and to any regulations, not 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 Board which would have been valid if such regulation had not been
made.

PROCEEDINGS OF THE BOARD

67 (1) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its
meetings, as it thinks fit.

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 (2) The Chairperson or any one Director with the previous consent of the Chairperson may, or the company
secretary on the direction of the Chairperson shall, at any time, summon a meeting of the Board.

(3) The quorum for a Board meeting shall be as provided in the Act.

(4) The participation of directors in a meeting of the Board may be either in person or through video
conferencing or audio-visual means or teleconferencing, as may be prescribed by the Rules or permitted
under law.

68 (1) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes.

(2) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.

69 The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing
directors or director may act for the purpose of increasing the number of directors to that fixed for the
quorum, or of summoning a general meeting of the Company, but for no other purpose.

70 (1) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold
office.

(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes
after the time appointed for holding the meeting, the directors present may choose one of their number
to be Chairperson of the meeting.

71 (1) The Board may, subject to the provisions of the Act, delegate any of its powers to Committees consisting
of such member or members of its body as it thinks fit.

(2) Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations
that may be imposed on it by the Board.

(3) The participation of directors in a meeting of the Committee may be either in person or through video
conferencing or audio-visual means or teleconferencing, as may be prescribed by the Rules or permitted
under law.

72 (1) A Committee may elect a Chairperson of its meetings unless the Board, while constituting a Committee,
has appointed a Chairperson of such Committee.

(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within fifteen
minutes after the time appointed for holding the meeting, the members present may choose one of their
members to be Chairperson of the meeting.

73 (1) A Committee may meet and adjourn as it thinks fit.

(2) Questions arising at any meeting of a Committee shall be determined by a majority of votes of the
members present.

(3) In case of an equality of votes, the Chairperson of the Committee shall have a second or casting vote.

74 All acts done in any meeting of the Board or of a Committee thereof or by any person acting as a director,
shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment
of any one or more of such directors or of any person acting as aforesaid, or that they or any of them
were disqualified, be as valid as if every such director or such person had been duly appointed and was
qualified to be a director.

75 Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of
the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the

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 Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or
committee, duly convened and held.

76 In case of a One Person Company—

i. where the company is having only one director, all the businesses to be transacted at the meeting of
the Board shall be entered into minutes book maintained under section 118;
ii. such minutes book shall be signed and dated by the director;
iii. the resolution shall become effective from the date of signing such minutes by the director.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR

CHIEF FINANCIAL OFFICER
77 (1) Subject to the provisions of the Act, —
A chief executive officer, manager, company secretary and chief financial officer may be appointed by
the Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief
executive officer, manager, company secretary and chief financial officer so appointed may be removed
by means of a resolution of the Board; the Board may appoint one or more chief executive officers for
its multiple businesses.

(2) A director may be appointed as chief executive officer, manager, company secretary or chief financial
officer.

(3) The Company shall keep and maintain at its registered office all statutory registers namely, register of
charges, register of members, register of debenture holders, register of any other security holders, the
register and index of beneficial owners and annual return, register of loans, guarantees, security and
acquisitions, register of investments not held in its own name and register of contracts and arrangements
for such duration as the Board may, unless otherwise prescribed, decide, and in such manner and
containing such particulars as prescribed by the Act and the Rules. The registers and copies of annual
return shall be open for inspection during 11.00 a.m. to 1.00 p.m. on all working days, other than
Saturdays, at the registered office of the Company by the persons entitled thereto on payment, where
required, of such fees as may be fixed by the Board but not exceeding the limits prescribed by the Rules.

(4) The Company may exercise the powers conferred on it by the Act with regard to the keeping of a foreign
register; and\ the Board may (subject to the provisions of the Act) make and vary such regulations as it
may think fit respecting the keeping of any such register.

(5) The foreign register shall be open for inspection and may be closed, and extracts may be taken there
from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the
register of members.

78 A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director
and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied
by its being done by or to the same person acting both as director and as, or in place of, chief executive
officer, manager, company secretary or chief financial officer.

THE SEAL
79 (1) The Board shall provide for the safe custody of the seal.

(2) The seal of the Company shall not be affixed to any instrument except by the authority of a resolution
of the Board or of a Committee of the Board authorised by it in that behalf, and except in the presence
of at least one director or the manager, if any, or of the secretary or such other person as the Board may
appoint for the purpose; and such director or manager or the secretary or other person aforesaid shall
sign every instrument to which the seal of the Company is so affixed in their presence.

DIVIDENDS AND RESERVE

80 The Company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board but the Company in general meeting may declare a lesser dividend.

81 Subject to the provisions of the Act, the Board may from time to time pay to the members such interim
dividends of such amount on such class of shares and at such times as it may think fit.

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82 (1) The Board may, before recommending any dividend, set aside out of the profits of the Company such
sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applied for
any purpose to which the profits of the Company may be properly applied, including provision for
meeting contingencies or for equalising dividends; and pending such application, may, at the like
discretion, either be employed in the business of the Company or be invested in such investments (other
than shares of the Company) as the Board may, from time to time, think fit.

(2) The Board may also carry forward any profits which it may consider necessary not to divide, without
setting them aside as a reserve.

83 (1) Subject to the rights of persons, if any, entitle 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.

(2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this
Article as paid on the share.

(3) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend is paid; but if
any share is issued on terms providing that it shall rank for dividend as from a particular date such share
shall rank for dividend accordingly.

84 (1) The Board may deduct from any dividend payable to any member all sums of money, if any, presently
payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

(2) The Board may retain dividends payable upon shares in respect of which any person is, under the
Transmission Clause hereinbefore contained, entitled to become a member, until such person shall
become a member in respect of such shares.

85 (1) Any dividend, interest or other monies payable in cash in respect of shares may be paid by electronic
mode or by cheque or warrant sent through the post directed to the registered address of the holder or,
in the case of joint holders, to the registered address of that one of the joint holders who is first named
on the register of members, or to such person and to such address as the holder or joint holders may in
writing direct.

(2) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

(3) Payment in any way whatsoever shall be made at the risk of the person entitled to the money paid or to
be paid. The Company will not be responsible for a payment which is lost or delayed. The Company
will be deemed to having made a payment and received a good discharge for it if a payment using any
of the foregoing permissible means is made.

86 Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses
or other monies payable in respect of such share.

87 Notice of any dividend that may have been declared shall be given to the persons entitled to share therein
in the manner mentioned in the Act.

88 (1) No dividend shall bear interest against the Company.

(2) 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.

ACCOUNTS

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 89 (1) The books of account and books and papers of the Company, or any of them, shall be open to the
inspection of directors in accordance with the applicable provisions of the Act and the Rules.

(2) No member (not being a director) shall have any right of inspecting any books of account or books and
papers or document of the Company except as conferred by law or authorised by the Board.

90 (1) Subject to the applicable provisions of the Act and the Rules made there under –

If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the
Company and any other sanction required by the Act, divide amongst the members, in specie or kind,
the whole or any part of the assets of the Company, whether they shall consist of property of the same
kind or not.

For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be carried out as between the members
or different classes of members.

(2) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon
such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be
compelled to accept any shares or other securities whereon there is any liability.
INDEMNITY
91 (1) Subject to the provisions of the Act, every director, managing director, whole-time director, manager,
company secretary and other officer of the Company shall be indemnified by the Company out of the
funds of the Company, to pay all costs, losses and expenses (including travelling expense) which such
director, manager, company secretary and officer may incur or become liable for by reason of any
contract entered into or act or deed done by him in his capacity as such director, manager, company
secretary or officer or in any way in the discharge of his duties in such capacity including expenses.
(2) Subject as aforesaid, every director, managing director, manager, company secretary or other officer of
the Company shall be indemnified against any liability incurred by him in defending any proceedings,
whether civil or criminal in which judgement is given in his favour or in which he is acquitted or
discharged or in connection with any application under applicable provisions of the Act in which relief
is given to him by the Court.
(3) The Company may take and maintain any insurance as the Board may 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.
OTHERS
92 Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority
or that the Company could carry out any transaction only if the Company is so authorized by its articles,
then and in that case this Article authorizes and empowers the Company to have such rights, privileges
or authorities and to carry out such transactions as have been permitted by the Act, without there being
any specific Article in that behalf herein provided.
**The following regulations comprised in these Articles were adopted pursuant to members’ resolution passed at
the Extra-ordinary General Meeting of the Company held on Monday 17th July, 2017 in substitution for and to the
entire exclusion of the regulations contained in the existing Articles of Association of the Company.
**Vide extra ordinary general meeting held on 21st November, 2022 at the registered office of the company the
name clause of the memorandum of association was changed to DURLAX TOP SURFA
E PRIVATE LIMITED
**Vide extra ordinary general meeting held on 27th January 2023 at the registered office of the company the Name
clause of the company be changed from `DURLAX TOP SURFACE PRIVATE LIMITED to DURLAX TOP
SURFACE LIMITED
*** The following regulations comprised in these Articles of Association were adopted pursuant to Special
Resolution passed at the Extra Ordinary General Meeting of the Company held on 17th April 2023 in substitution
for, and to the entire exclusion of, the earlier regulations comprised on the extant Articles of Association of the
Company.

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 SECTION XI – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts, not being contracts entered into in the ordinary course of business carried on by our
Companyor contracts entered into more than two (2) years before the date of filing of this Red Herring Prospectus,
which are or may be deemed material have been entered or are to be entered into by our Company. These contracts,
copies of which will be attached to the copy of the Red Herring Prospectus, will be delivered to the RoC for
registration and also the documents for inspection referred to hereunder, may be inspected at the Registered Office
of our Company from date of filing the Red Herring Prospectus with RoC to Offer Closing Date on Working Days
from 10.00 a.m. to 5.00 p.m.

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, subjectto compliance of the provisions contained in the Companies Act and other applicable laws.

Material Contracts:

1) Offer Agreement dated September 28, 2023, between our Company, Selling Shareholder and BRLM.
2) Registrar Agreement dated September 28, 2023 between our Company, Selling Shareholder and the
Registrar to the Offer.
3) Banker to the Offer Agreement / Sponsor Bank Agreement dated March 14, 2024 amongst our Company,
Promoter Selling Shareholder, Book Running Lead Manager, the Registrar and the Banker of the Offer.
4) Share escrow agreement dated March 14, 2024 entered into amongst the Promoter Selling Shareholder, our
Company and a Share Escrow Agent.
5) Syndicate Agreement dated March 14, 2024 entered into amongst our Company, BRLM, the Syndicate
Member and a Share Escrow Agent.
6) Underwriting Agreement dated March 14, 2024 between our Company the BRLM, Underwriters, Promoter
Selling Shareholder and our Company.
7) Market Making Agreement dated March 14, 2024 between our Company, Selling Shareholder, BRLM and
Market Maker.
8) Tripartite agreement among the NSDL, our Company and Registrar to the Offer dated February 16, 2023.
9) Tripartite agreement among the CDSL, our Company and Registrar to the Offer dated February 16, 2023.

Material Documents

1) Certified true copy of Certificate of Incorporation, Memorandum and Articles of Association of our Company
as amended from time to time;

2) Board resolution and special resolution passed pursuant to Section 62 (1)(c) of the Companies Act, 2013
by the Board and shareholders of our Company approving the Offer, at their meetings held on September
01, 2023 and September 21, 2023 respectively;

3) Resolution of the Board of Directors of our Company dated September 30, 2023 approving the Draft
Red Herring Prospectus and amendments thereto.

4) Resolution of the Board of Directors of our Company dated June 11, 2024 approving the Red Herring
Prospectus and amendments thereto.

5) Copies of annual reports of our Company for the preceding three Fiscals;

6) Agreement dated January 07, 2023, entered into by our Company with Shravan Suthar appointment as a
Managing Director of the company;

7) Agreement dated January 07, 2023, entered into by our Company with Lalit Suthar appointment as a Whole
Time Director of the company;

8) Consent dated September 25, 2023, from the Statutory peer review auditor, [Link] & Associates,
Chartered Accountants, to include their name as an “expert” as defined under section 2(38) of the

265
 Companies Act, 2013 tothe extent and in their capacity as the Statutory Auditors and in respect of the: (i)
Restated Financial Statements and their examination report, and (ii) the statement of Possible tax benefits
included in the Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of
the Draft Red Herring Prospectus.

9) Consent of M/s. M-Tech Services LLP, Chartered Engineer, to include its name in the Draft Red Herring
Prospectus and as an “Expert” defined under Section 2(38) of the Companies Act, 2013 in respect of the
certificate and such consent has not been withdrawn as on the date of the Draft Red Herring Prospectus.

10) Consents of Promoters, Promoter Selling Shareholder, Directors, Company Secretary & Compliance
Officer, Chief Financial Officer, Banker to the Company, Banker to the Offer, Legal Advisor to the Offer,
Book Running Lead Manager, Registrar to the Offer, the Syndicate Member, the Escrow Collection Bank,
Market Maker, Underwriter and Bankers to the Offer/Public Offer Bank/Refund Banker and Sponsor
Banker to act in their respective capacities;

11) Due Diligence Certificate from Book Running Lead Manager dated September 30, 2023 addressed to SEBI
from the BRLM.

12) Copy of In- Principle Approval from NSE by way of letter dated March 5, 2024, to use the name of NSE in
this offer document for listing of Equity Shares on NSE EMERGE (SME Platform of The National Stock
Exchange of India Limited).

13) Application Letter for exemption to SEBI dated August 23, 2023 and Exemption Letter dated September
12, 2023.

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 relevant statutes.

266
 DECLARATION

I hereby certify and declare that all relevant provisions under the Companies Act and the rules, regulations or
guidelines issued by the Government or the regulations, rules 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, the SCRA, the SCRR, the SEBI Act or the rules or
regulations made thereunder or guidelines issued, as the case may be. I further certify that all disclosures made in
this Red Herring Prospectus are true and correct.

SIGNED BY THE MANAGING DIRECTOR OF THE COMPANY

Sd/-
Shravan Suthar
Managing Director

Place: Mumbai
Date: June 11, 2024

267
 DECLARATION

I hereby certify and declare that all relevant provisions under the Companies Act and the rules, regulations or
guidelines issued by the Government or the regulations, rules 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, the SCRA, the SCRR, the SEBI Act or the rules or
regulations made thereunder or guidelines issued, as the case may be. I further certify that all disclosures made in
this Red Herring Prospectus are true and correct.

SIGNED BY THE WHOLE TIME DIRECTOR OF THE COMPANY

Sd/-
Lalit Suthar
Whole Time Director

Place: Mumbai
Date: June 11, 2024

268
 DECLARATION

I hereby certify and declare that all relevant provisions under the Companies Act and the rules, regulations or
guidelines issued by the Government or the regulations, rules 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, the SCRA, the SCRR, the SEBI Act or the rules or
regulations made thereunder or guidelines issued, as the case may be. I further certify that all disclosures made in
this Red Herring Prospectus are true and correct.

SIGNED BY THE NON- EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

Sd/-
Abhishek Bansal
Non- Executive Independent Director

Place: Mumbai
Date: June 11, 2024

269
 DECLARATION

I hereby certify and declare that all relevant provisions under the Companies Act and the rules, regulations or
guidelines issued by the Government or the regulations, rules 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, the SCRA, the SCRR, the SEBI Act or the rules or
regulations made thereunder or guidelines issued, as the case may be. I further certify that all disclosures made in
this Red Herring Prospectus are true and correct.

SIGNED BY THE NON- EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

Sd/-
Narayan Samantra
Non- Executive Independent Director

Place: Mumbai
Date: June 11, 2024

270
 DECLARATION

I hereby certify and declare that all relevant provisions under the Companies Act and the rules, regulations or
guidelines issued by the Government or the regulations, rules 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, the SCRA, the SCRR, the SEBI Act or the rules or
regulations made thereunder or guidelines issued, as the case may be. I further certify that all disclosures made in
this Red Herring Prospectus are true and correct.

SIGNED BY THE NON- EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

Sd/-
Roxy Teniwal
Non- Executive Independent Director

Place: Mumbai
Date: June 11, 2024

271
 DECLARATION

I hereby certify and declare that all relevant provisions under the Companies Act and the rules, regulations or
guidelines issued by the Government or the regulations, rules 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, the SCRA, the SCRR, the SEBI Act or the rules or
regulations made thereunder or guidelines issued, as the case may be. I further certify that all disclosures made in
this Red Herring Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY

Sd/-
Kalpana Joshi
Chief Financial Officer

Place: Mumbai
Date: June 11, 2024

272
 DECLARATION

I hereby certify and declare that all relevant provisions under the Companies Act and the rules, regulations or
guidelines issued by the Government or the regulations, rules 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, the SCRA, the SCRR, the SEBI Act or the rules or
regulations made thereunder or guidelines issued, as the case may be. I further certify that all disclosures made in
this Red Herring Prospectus are true and correct.

SIGNED BY THE COMPANY SECRETARY AND COMPLIANCE OFFICER OF THE COMPANY

Sd/-
Komal Birla
Company Secretary and Compliance Officer

Place: Mumbai
Date: June 11, 2024

273
 DECLARATION

I hereby certify and declare that all relevant provisions under the Companies Act and the rules, regulations or
guidelines issued by the Government or the regulations, rules 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, the SCRA, the SCRR, the SEBI Act or the rules or
regulations made thereunder or guidelines issued, as the case may be. I further certify that all disclosures made in
this Red Herring Prospectus are true and correct.

SIGNED BY THE PROMOTER SELLING SHAREHOLDER OF THE COMPANY

Sd/-
Shravan Suthar
Promoter Selling Shareholder

Place: Mumbai
Date: June 11, 2024

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